UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21380
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
(Exact name of registrant as specified in charter)
301 E. Colorado Boulevard, Suite 720
Pasadena, CA 91101
(Address of principal executive offices) (Zip code)
Donald F. Crumrine
Flaherty & Crumrine Incorporated
301 E. Colorado Boulevard, Suite 720
Pasadena, CA 91101
(Name and address of agent for service)
registrants telephone number, including area code: 626-795-7300
Date of fiscal year end: November 30
Date of reporting period: May 31, 2012
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to
stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure
review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission
will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (OMB) control number. Please
direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this
collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1.
|
Reports to Stockholders.
|
The Report to
Shareholders is attached herewith.
FLAHERTY & CRUMRINE/CLAYMORE TOTAL RETURN FUND
To the Shareholders of Flaherty & Crumrine/Claymore Total Return Fund:
Total return on net asset value
1
was +2.6% during the second fiscal quarter of 2012
2
. In combination with strong performance in the prior quarter, total return for the first half of fiscal 2012 was +13.9%. The
following table highlights investment performance of the Fund along with other performance measures of interest to investors.
TOTAL
RETURN ON NET ASSET VALUE
FOR PERIODS ENDED MAY 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual Returns
|
|
|
Average Annualized Returns
|
|
|
|
|
|
|
|
|
|
|
Three
Months
|
|
|
Six
Months
|
|
|
One
Year
|
|
|
Three
Years
|
|
|
Five
Years
|
|
|
Life of
Fund
(1)
|
|
Flaherty & Crumrine/Claymore Total
Return Fund
|
|
|
2.6
|
%
|
|
|
13.9
|
%
|
|
|
9.7
|
%
|
|
|
33.4
|
%
|
|
|
7.1
|
%
|
|
|
6.8
|
%
|
Barclays Capital U.S. Aggregate Index
(2)
|
|
|
1.5
|
%
|
|
|
3.5
|
%
|
|
|
7.1
|
%
|
|
|
7.1
|
%
|
|
|
6.7
|
%
|
|
|
5.6
|
%
|
S&P 500
Index
(3)
|
|
|
-3.5
|
%
|
|
|
6.2
|
%
|
|
|
-0.4
|
%
|
|
|
14.9
|
%
|
|
|
-0.9
|
%
|
|
|
5.3
|
%
|
|
(1)
|
Since inception on August 26, 2003.
|
|
|
(2)
|
The Barclays Capital U.S. Aggregate Index represents securities that are SEC-registered, taxable, and dollar denominated. The index covers the U.S. investment grade fixed rate
bond market, with index components for government and corporate securities, mortgage pass-through securities, and asset-backed securities. It is generally considered to be representative of the domestic, investment-grade, fixed-rate, taxable bond
market. Unless otherwise noted, index returns reflect the reinvestment of dividends and capital gains, if any, but do not reflect fees, brokerage commissions or other expenses of investing. This index was formerly known as the Lehman Brothers U.S.
Aggregate Index.
|
|
|
(3)
|
The S&P 500 is a capitalization-weighted index of 500 common stocks. The index is designed to measure performance of the broad domestic economy through changes in the
aggregate market value of 500 stocks representing all major industries.
|
|
Current performance may be lower or higher than the quoted past
performance, which cannot guarantee future results. In addition, NAV performance will vary from market price performance, and you may have a taxable gain or loss when you sell your shares.
Total return based on market price of Fund shares during the second quarter was +0.2% as the premium over NAV declined. For the six-month period
total return on market price was +10.4%. We know price changes in Fund shares are important, but we encourage shareholders with a long-term investment horizon to focus more on net asset value performance.
Conditions in the preferred market remain positive as evidenced by strong demand for several new issues. In one of the most active periods in recent
memory, more than $15 billion of new preferred capital has been raised since early March. A portion of the proceeds was used to redeem older, more expensive issues, so some investors are scrambling to replace lost income; beyond reinvesting,
investors have increasingly turned to preferred securities as many competing investments offer lower yields and often greater volatility.
1
|
Following the methodology required by the SEC, total return assumes dividend reinvestment and includes income and principal change, plus the impact of the
Funds leverage and expenses.
|
2
|
March 1, 2012 through May 31, 2012.
|
Economic conditions in the U.S. have softened recently, but we continue to expect moderate growth. We
are more concerned about developments in Europe, although we still expect the European Monetary Union to muddle through what is likely to be a prolonged crisis. No one doubted the path to global recovery would be bumpy, but the potholes seem bigger
and more numerous than expected.
On June 7
th
, after much delay, the Federal Reserve proposed detailed new bank capital requirements as mandated by the 2010 Dodd-Frank Act.
The proposed rules are intended to ensure banks maintain strong capital and are thus able to continue lending during severe economic downturns. Among many other effects, the new rules should gradually cause a shift in the type of preferred
securities issued by banks and certain finance companies from trust preferred securities to traditional preferred stock. Under current market conditions, this shift is likely to put downward pressure on the Funds investment income. We
encourage you to read a more detailed discussion in the section below.
In April, shareholders approved changes to rules regarding the
Funds investments in certain industries. In the weeks since, we have shifted a portion of the investment portfolio out of utilities and into financials. The move is more fine-tuning than a major strategic change, but we believe it will serve
the Fund well as we go forward.
From time to time we are asked why we do or do not own a particular security; recently there have been a
few questions about the Funds exposure to European credits. As set forth in one of the discussion topics that follow, we believe the risks presented by these positions are manageable and consistent with the risk-tolerance of the Fund. As a
reminder, the essence of our work is to study risk and assess value. We have no aversion to risk but we despise surprises. Our team is a skeptical bunch and we spend a lot of time thinking about what can go wrong. With an in-depth understanding of
each credit and individual security we can evaluate price relative to risks and assemble a portfolio to meet the Funds primary objective of high current income and secondary objective of capital appreciation.
These topics and others are discussed in greater detail in the following discussion topics. As always, we encourage you to visit the Funds
website
www.fcclaymore.com
for a more in-depth discussion of conditions in both preferred markets and the broader economy.
Sincerely,
|
|
|
|
|
|
Donald F. Crumrine
Chairman
|
|
Robert M. Ettinger
President
|
|
|
June 29, 2012
|
|
|
2
DISCUSSION TOPICS
The Funds Portfolio Results and Components of Total Return on NAV
The table below
reflects performance over the recent six months of each element comprising total return for the Fund, namely: (a) investing in a portfolio of securities; (b) possibly hedging that portfolio of securities against significant increases in
long-term interest rates, although no interest rate hedge was in place during this period; and (c) utilizing leverage to enhance returns to shareholders. Next, we compute the impact of the Funds operating expenses. All of the parts are
summed to determine total return on NAV.
Components of FLCs Total Return on NAV
for the Six Months Ended May 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
Six Months*
|
|
Total Return on Unleveraged Securities Portfolio
(including principal change and income)
|
|
|
|
+9.7
|
%
|
Return from Interest Rate Hedging Strategy
|
|
|
|
N/A
|
|
Impact of Leverage (including leverage expense)
|
|
|
|
+4.9
|
%
|
Expenses (excluding leverage expense)
|
|
|
|
-0.7
|
%
|
* Actual, not annualized.
|
|
|
Total Return on NAV
|
|
|
|
+13.9
|
%
|
For comparison, the following table displays returns over the same time period on four indices compiled by Bank of
America Merrill Lynch, reflecting various segments of the preferred market. In addition, we have included a composite of these four indices weighted by the size of each segment. In our view, this composite represents a broad measure of the entire
preferred market. Because the index returns exclude all expenses and the impact of leverage, they compare most directly to the top line in the Funds performance table.
Total Returns of Bank of America Merrill Lynch Preferred Securities Indices*
for the Six Months Ended May 31, 2012
|
|
|
|
|
|
|
Six Months
|
|
BofA Merrill Lynch 8% Capped DRD Preferred Stock Index
SM
|
|
|
+6.5
|
%
|
BofA Merrill Lynch 8% Capped Hybrid Preferred Securities Index
SM
|
|
|
+7.3
|
%
|
BofA Merrill Lynch 8% Capped Corporate U.S. Capital Securities Index
SM
|
|
|
+8.5
|
%
|
BofA Merrill Lynch Adjustable Preferred Stock, 7% Constrained Index
SM
|
|
|
+11.2
|
%
|
Composite Preferred Market Benchmark Index
|
|
|
+7.9
|
%
|
|
*
|
The Bank of America Merrill Lynch 8% Capped DRD Preferred Stock Index
SM
(P8D0)
includes investment grade preferred securities issued by both corporations and government agencies that qualify for the corporate dividend received deduction with issuer concentration capped at a maximum of 8%. The Bank of America Merrill Lynch 8%
Capped Hybrid Preferred Securities Index
SM
(P8HO) includes taxable, fixed-rate, U.S. dollar-denominated investment-grade, preferred securities listed on a U.S. exchange with
issuer concentration capped at 8%. The Bank of America Merrill Lynch 8% Capped Corporate U.S. Capital Securities Index
SM
(C8CT) includes investment grade fixed rate or
fixed-to-floating rate $1,000 par securities that receive some degree of equity credit from the rating agencies or their regulators with issuer concentration capped at a maximum of 8%. The Bank of America Merrill Lynch Adjustable Preferred Stock, 7%
Constrained Index
SM
(P0AC) includes adjustable rate preferred securities issued by U.S. corporations and government agencies with issuer concentration capped at a maximum of
7%. The Composite Preferred Market Benchmark Index is calculated by Bank of America Merrill Lynch and weights the above four indices according to each indexs daily market value. All index returns include interest and dividend income, and,
unlike the Funds returns, are unmanaged and do not reflect any expenses.
|
3
Although total return on the Funds unleveraged securities portfolio performed very
satisfactorily compared with the Bank of America Merrill Lynch preferred indices, its NAV net of the impact of expenses and leverage (the bottom line on the Fund performance table) performed even better over the period.
Total Return on Market Price of Fund Shares
While our focus is primarily on managing the Funds investment portfolio, our shareholders actual return is comprised of the Funds
monthly dividend payments
plus
changes in its
market price
. During the six-month period ending May 31, 2012, total return on market price of Fund shares was +10.4%.
In a perfect world, market price of Fund shares would closely track the Funds net asset value. As can be seen from the graph below, over the
life of the Fund this often has not been the case. We can only speculate about why the relationship between market price and NAV isnt stronger.
As preferred market participants we tend to focus primarily on staid fixed-income markets; we are less impacted
by the vicissitudes of equity markets. It is clear, however, the price of Fund shares can move dramatically when there is volatility in stock prices.
Based on a closing price of $19.43 on June 29
th
, the current annualized yield on market price of Fund shares (assuming the current monthly distribution of $0.1395 does not change) is 8.62%. In our opinion, this distribution rate measures up favorably with most
comparable investment opportunities.
Preferred Market Conditions
Conditions in the market for preferred securities are mostly positive, benefitting from ongoing improvement in credit quality and favorable technical factors. At the same time, all investors must battle the
headwinds of slow economic growth in the U.S. and the European economic crisis. At present, there are two notable trends which for a long time to come will have a marked impact on the universe of preferred securities.
4
The first trend,
refinancing
, has been in motion for several years. Numerous issuers have
taken advantage of the current low interest-rate environment to redeem outstanding preferred securities, replacing them with less expensive new issues. Of course, for investors the impact is a decline in investment income.
The decision by an issuer to refinance a callable security is straightforwardthe company compares the all-in cost of a new issue to the cost
of outstanding issues, and, if the savings are sufficient, redeems and refunds the outstanding securities. Recently, the threshold for savings appears to have fallen as issuers scramble to reduce borrowing costs wherever possible. In the
past, as a general rule, issuers would refinance when the coupon-rate difference was 1% or more. For some issuers, the required margin has dropped in half. We estimate over the past year, $13 billion of U.S. bank preferred securities with
a weighted average coupon of 7.16% have been replaced with a weighted average coupon of 6.37%.
The second important
trend,
par redemptions of bank trust preferred securities
, has been anticipated since the Dodd-Frank Act was passed in 2010, but has picked up momentum recently. The legislation required the Federal Reserve to issue new guidelines for
bank capital requirements, defining both acceptable structures and minimum amounts (discussed further below). The release of these proposed rules on June 7
th
triggered a special provision written into many trust preferred securities allowing the issuer to redeem the security at par.
(Absent this provision, many of these issues could not be called for several years.)
Since the release, 10 issuers have redeemed or
announced redemptions of over $24 billion of trust preferred securities. Very little of the redeemed issues have been replaced with new securities. As a result, investors are scrambling to find suitable reinvestment
opportunities. Banks have roughly $67 billion remaining in trust preferred securities and we expect much of this to be redeemed between now and early January.
Over time, we expect banks to replace most outstanding trust preferred securities with traditional preferred stock. However, the substitution of preferred stock for trust preferred will be neither dollar-for-dollar
nor simultaneous. While some banks may replace called trust preferred quickly, many banks are shrinking their balance sheets and have plenty of common equity capital. Those banks may take their time to issue new preferred stock. This may create
some dislocations in the preferred market, and it certainly will make reinvesting proceeds from called securities challenging.
Beyond
those longer-term trends, market participants are assessing events unfolding in Europe. Preferred securities issued by European companies, primarily banks and insurance companies, exceed $97 billion. As discussed as a separate topic below,
the European financial crisis, which began in sovereign debt markets, has now spread to all markets and has precipitated a recession across most of the continent. Investors concerned about the impact on credit quality have either taken their
money out of the region or moved into the highest quality issuers. While we expect Europe to muddle through and hold together as a monetary union, it is likely to be a prolonged crisis that will inject volatility into preferred securities
returns.
Analysis of Proposed Bank Capital Guidelines
On June 7, 2012, the Federal Reserve released its long-awaited proposed rules on bank capital requirements and calculating risk-weighted assets. Although these proposals are not yet finalthat will happen
after a public comment period and final vote by regulatorsthey answer many questions investors in preferred securities have been asking since the passage of Dodd-Frank nearly two years ago.
First, if the proposed rules are adopted, banks will be allowed to count non-cumulative perpetual preferred stock as Tier 1 capital. Income from
this traditional preferred stock qualifies for the inter-corporate
5
dividends received deduction (DRD) for corporations and is qualified dividend income to individuals. In addition, most trust preferred securities will begin losing Tier 1 capital treatment in
2013, with full phase-out in 2016. Trust preferred securities that no longer qualify as Tier 1 capital generally will continue to count as Tier 2 capital without limit.
Second, banks will be required to hold substantially more common equity capital under the new capital rules, which closely follow the Basel 3 framework we have discussed in the past. When fully phased-in, the new
rules will require
at least
9.5% common equity to risk-weighted assets for a large bank to avoid restrictions on dividend and bonus payments. This compares to the current regulatory minimum of just 2.5% common equity (although common equity
capital at most banks is well above that minimum requirement). In addition, there are more deductions from the regulatory definition of common equity for certain forms of capital, which will further increase the amount of common equity capital that
banks will need to hold.
Finally, although the proposed rules on risk-weighted assets are quite complex, they generally increase the
risk weights applied to assets on bank balance sheets. This means that both the numerator (capital requirement) and denominator (risk-weighted assets) for bank capital calculations will increase. When the dust settles, we expect that large banks
will carry roughly double the amount of common-equity capital than they did prior to the financial crisis for a given set of risky assets, adding substantially to the capital cushion beneath preferred securities. From a credit standpoint, however,
the new rules are good news for investors in preferred securities and ensure that present healthy levels of bank capital only get healthier.
Risks
Related to European Financial Crisis
Conditions in the Eurozone have deteriorated over the past several months as markets have again
begun to question leaders resolve in solving the sovereign debt crisis. The root of the problem is that Europes desire for expansive (and expensive) government services is at odds with many member countries ability to afford them.
Economic reality eventually will win out, but populist policies may delay reforms and increase economic risk in Europe and elsewhere. Most European economies are now in recession, and market sentiment has weakened considerably. Fiscal austerity will
keep peripheral countries (Greece, Ireland, Italy, Portugal, and Spain) in moderate to severe recessions through the balance of 2012 and into 2013.
Longer-term growth in Europe will depend upon both budget discipline (to defuse the sovereign debt crisis) and structural reforms (to raise potential growth, reduce unemployment, and increase the tax base).
Although they have more work to do, the peripheral countries have made significantand painfulprogress toward those goals.
Importantly, European policy makers have made stability of the banking system a clear priority. Banks are being required to meet stricter capital
requirements by the end of June, and virtually all major European banks are in compliance with those requirements. The mostly smaller banks that are unable to meet capital requirements will receive state aid. The European Central Bank has provided
ample liquidity to European banks, including roughly
1 trillion of 3-year term loanswith the possibility of more if banks need it.
These steps have helped stabilize the banking system, which has helped European preferred securities prices. Deposit flight from the periphery to core EMU banks remains a risk, however, as permanent firewalls have yet to be erected to contain
it.
Despite worsening of the crisis in recent months, we think Europe will muddle through and stay together as a currency union. Faced
with walking off a cliff or taking a responsible (albeit difficult) path, we think political leaders will choose responsibly. The Funds investments in European preferreds earn attractive
6
yields and are concentrated in what we believe are the strongest issuers in the region. We recognize, however, that the politics and economics in Europe are difficult to read, and we expect
continued volatility ahead.
Monthly Distributions to Fund Shareholders
The Fund makes monthly distributions of income to shareholders consistent with its primary objective of providing high current income. The Fund earns its income by investing its assets in income-producing
securities and by employing leverage to borrow additional money and invest the proceeds in more income-producing securities.
As we have
mentioned in recent communications, conditions have been nearly ideal in the last couple of years for the Funds income strategy, and shareholders have benefited in the form of high current income.
The use of leverage continues to be very positive for both income and total return. Given the sluggish economic picture and outlook from the Federal
Reserve, it does not appear that short-term interest rates are headed higher in the near term. Of course, that could change and it is important for shareholders to understand that the Fund has not hedged any of this exposure and higher short-term
interest rates would have a negative impact on income available for distribution.
As discussed in a separate topic above, the Federal
Reserve has proposed new bank capital rules, providing issuers an opportunity to redeem bank trust preferred securities ahead of their normal call schedule. Several have already done so, and we expect this trend to continue as banks have the
opportunity to redeem securities with relatively high coupons in an environment where they are struggling to produce income of their own.
While we intentionally stayed ahead of redemptions in many instances, the Fund does have holdings in bank trust preferred securities that will be
redeemed in the near future (approximately 13.6% of its total net assets as of May 31, 2012) and which have a weighted average current yield of approximately 8.12% as of May 31, 2012. Those proceeds will have to be reinvested at lower
rates on averagehow much lower will depend on a number of factors. New issue preferred securities in the last couple of months have been coming at yields in the range of 5.75-6.70%. We have also found a number of opportunities to reinvest in
the secondary market at rates in the range of 7.00-8.00%much closer to the coupons we will lose on bank trust preferred securities (which range from 6.75-8.25%).
All these factors will take time to develop, so we do not expect any immediate changes to the Funds distribution rate. However we are realistic that the Fund is not immune to the pressures that exist in an
environment where the 10-year U.S. Treasury security is yielding 1.60%. While the distribution rate may be lower at some point in the future, we believe preferred securities offer attractive total return potential and the Fund will continue to offer
a competitive distribution rate.
Changes to Fund Industry Concentration Policy
On April 19
th
, the Funds shareholders approved a change in its concentration policy so that it will invest at least 25% of its total
assets in the financials sector under normal market conditions. Formerly, the Fund invested at least 25% of its total assets in the utilities industry under normal market conditions and at least 25% of its total assets in the banking industry. The
change was recommended because utility issues now comprise a much smaller part of the preferred universe, and financials a much larger part, and the old rules could start to pinch if this trend continues (as we expect).
The new concentration policy requires the Fund to invest, under normal market conditions, at least 25% of its total assets in the financials sector,
which for this purpose is comprised of the bank, thrifts & mortgage
7
finance, diversified financial services, finance, consumer finance, capital markets, asset management & custody, investment banking & brokerage, insurance, insurance brokers and
real estate investment trust (REIT) industries. From time to time, the Fund may have 25% or more of its total assets invested in any one of these industries.
The Fund now has flexibility to go above or below 25% in any one type of company in the financials sector as long as at least 25% of its total assets is invested in the financials sector in aggregate. For example,
the Fund could have more than 25% of its total assets in insurance companies, while at other times it could have that portion invested in banks. At all times, though, the Fund would have at least 25% of its total assets invested in the financials
sector.
The following describes risks associated with investing in the financials sector. As noted above, the Fund already is subject to these
risks because of its current large position in preferred securities of various types of financial services companies.
Because
the Fund will invest at least 25% of its total assets in the financials sector, it will be more susceptible to adverse economic or regulatory occurrences affecting this sector, such as changes in interest rates, loan concentration and competition.
To the extent that the Fund invests 25% or more of its total assets in any of the industries that comprise the financials sector, it may be more exposed to the particular risks associated with that industry.
U.S. and foreign laws and regulations require banks and bank holding companies to maintain minimum levels of capital and liquidity and to establish
loan loss reserves. A banks failure to maintain specified capital ratios may trigger dividend restrictions, suspensions on payments on subordinated debt and preferred securities, and limitations on growth. Bank regulators have broad authority
in these instances and can ultimately impose sanctions, such as imposing resolution authority, conservatorship or receivership, on such non-complying banks even when these banks continue to be solvent, thereby possibly resulting in the elimination
of stockholders equity. Unless a bank holding company has subsidiaries other than banks that generate substantial revenues, the holding companys cash flow and ability to declare dividends may be impaired severely by restrictions on the
ability of its bank subsidiaries to declare dividends or ultimately to redeem its securities (as they mature).
Similarly, U.S. and
foreign laws and regulations require insurance companies to maintain minimum levels of capital and liquidity. An insurance companys failure to maintain these capital ratios may also trigger dividend restrictions, suspensions on payments of
subordinated debt, and limitations on growth. Insurance regulators (at the state-level in the United States) have broad authority in these instances and can ultimately impose sanctions, including conservatorship or receivership, on such
non-complying insurance companies even when these companies continue to be solvent, thereby possibly resulting in the elimination of shareholders equity. In addition, insurance regulators have extensive authority in some categories of
insurance of approving premium levels and setting required levels of underwriting.
Companies engaged in stock brokerage, commodity
brokerage, investment banking, investment management or related investment advisory services are closely tied economically to the securities and commodities markets and can suffer during a decline in either market. These companies also are subject
to the regulatory environment and changes in regulations, pricing pressure, availability of funds to borrow and interest rates.
Investments in real estate investment trusts (REITs) expose the Fund to risks similar to investing directly in real estate. The value of
these underlying investments may be affected by changes in the value of underlying real estate, the quality of property management, the creditworthiness of the issuer of the
8
investments, and changes in property taxes, interest rates and real estate regulatory environment. Investments in REITs are also affected by general economic conditions.
Governmental fiscal and monetary policies and general economic and political conditions can affect availability and cost of funds to companies in
the financials sector, loan demand and asset quality and thereby impact the earnings and financial condition of those companies. In addition, enactment of new legislation and regulation, as well as changes in interpretation and enforcement of
existing laws and regulations, may directly affect the manner of operations and profitability of participants in the financials sector. Downturns in a national, regional or local economy or in the general business cycle or depressed conditions in an
industry, for example, may adversely affect the quality or volume of a banks loan portfolio or an insurance companys investment portfolio, particularly if the portfolio is concentrated in the affected region, industry or market sector.
From time to time, general economic conditions have adversely affected financial institutions energy, agricultural, commercial and/or residential real estate, less-developed country, venture capital, technology, telecommunications, and
highly-leveraged loan portfolios.
Since September 2008, the financials sector experienced unprecedented turbulence. The U.S.
economys recession, led by the downturn in the housing industry, adversely affected the quality of most financial services companies loan and securities portfolios. In response, U.S. and foreign governments and rating agencies are
requiring banks to maintain higher quality and levels of capital.
9
Flaherty
& Crumrine/Claymore Total Return Fund Incorporated
PORTFOLIO OVERVIEW
May 31, 2012 (Unaudited)
|
|
|
|
|
Fund Statistics
|
|
|
|
|
|
Net Asset Value
|
|
$
|
18.51
|
|
|
|
Market Price
|
|
$
|
19.03
|
|
|
|
Premium
|
|
|
2.81
|
%
|
|
|
Yield on Market Price
|
|
|
8.80
|
%
|
|
|
Common Stock Shares Outstanding
|
|
|
9,853,569
|
|
|
|
|
|
|
Moodys Ratings
|
|
% of Net Assets
|
|
|
|
A
|
|
|
7.1%
|
|
|
|
BBB
|
|
|
66.1%
|
|
|
|
BB
|
|
|
20.5%
|
|
|
|
Below BB
|
|
|
2.2%
|
|
|
|
Not Rated*
|
|
|
2.1%
|
|
|
|
Below Investment Grade**
|
|
|
13.7%
|
|
*
|
Does not include net other assets and liabilities of 2.0%
|
**
|
Below investment grade by all of Moodys, S&P, and Fitch.
|
|
|
|
Industry Categories
|
|
% of Net Assets
|
|
|
|
|
|
Top 10 Holdings by Issuer
|
|
% of Net Assets
|
|
|
|
Liberty Mutual Group
|
|
|
5.4%
|
|
|
|
Banco Santander, S.A.
|
|
|
4.1%
|
|
|
|
MetLife
|
|
|
4.0%
|
|
|
|
Capital One Financial
|
|
|
3.9%
|
|
|
|
Bank of America
|
|
|
3.2%
|
|
|
|
Unum Group
|
|
|
2.9%
|
|
|
|
Georgia Power
|
|
|
2.9%
|
|
|
|
Goldman Sachs Group
|
|
|
2.9%
|
|
|
|
Enbridge Energy Partners
|
|
|
2.8%
|
|
|
|
HSBC PLC
|
|
|
2.8%
|
|
|
|
|
|
|
% of Net Assets***
|
|
|
|
Holdings Generating Qualified Dividend Income (QDI) for Individuals
|
|
|
34%
|
|
|
|
Holdings Generating Income Eligible for the Corporate Dividends Received Deduction (DRD)
|
|
|
21%
|
|
***
|
This does not reflect year-end results or actual tax categorization of Fund distributions. These percentages can, and do, change, perhaps significantly, depending on market
conditions. Investors should consult their tax advisor regarding their personal situation.
|
|
Net Assets includes assets attributable to the use of leverage.
|
10
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
PORTFOLIO OF INVESTMENTS
May 31, 2012 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Shares/$ Par
|
|
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Securities 86.4%
|
|
|
|
|
|
|
|
|
|
|
Banking 34.1%
|
|
|
|
|
|
|
|
|
|
|
Astoria Financial:
|
|
|
|
|
|
|
$
|
4,850,000
|
|
|
Astoria Capital Trust I, 9.75% 11/01/29, Series B
|
|
$
|
5,043,224
|
(1)(2)
|
|
|
|
|
|
|
Banco Bilbao Vizcaya Argentaria, S.A.:
|
|
|
|
|
|
|
$
|
2,050,000
|
|
|
BBVA International Preferred, 5.919%
|
|
|
1,314,347
|
**
(1)(2)(3)
|
|
|
|
|
|
|
Banco Santander, S.A.:
|
|
|
|
|
|
|
|
439,755
|
|
|
Banco Santander, 10.50% Pfd., Series 10
|
|
|
11,172,547
|
**
(1)(3)
|
|
|
|
|
|
|
Bank of America:
|
|
|
|
|
|
|
|
92,444
|
|
|
Bank of America Corporation, 8.625% Pfd.
|
|
|
2,339,989
|
*
|
|
|
$
|
975,000
|
|
|
BankAmerica Capital II, 8.00% 12/15/26
|
|
|
982,313
|
|
|
|
$
|
1,000,000
|
|
|
BankAmerica Institutional, Series A, 8.07% 12/31/26, 144A****
|
|
|
1,010,000
|
|
|
|
|
25,000
|
|
|
Countrywide Capital V, 7.00% Pfd. 11/01/36
|
|
|
593,750
|
|
|
|
$
|
500,000
|
|
|
Fleet Capital Trust II, 7.92% 12/11/26
|
|
|
505,000
|
|
|
|
$
|
965,000
|
|
|
MBNA Capital, 8.278% 12/01/26, Series A
|
|
|
975,856
|
|
|
|
$
|
2,325,000
|
|
|
NB Capital Trust IV, 8.25% 04/15/27
|
|
|
2,347,553
|
|
|
|
|
|
|
|
Barclays Bank PLC:
|
|
|
|
|
|
|
$
|
3,600,000
|
|
|
Barclays Bank PLC, 6.278%
|
|
|
2,734,877
|
**
(1)(3)
|
|
|
|
8,800
|
|
|
Barclays Bank PLC, 7.75% Pfd., Series 4
|
|
|
218,504
|
**
(3)
|
|
|
|
120,000
|
|
|
Barclays Bank PLC, 8.125% Pfd., Series 5
|
|
|
3,019,200
|
**
(1)(3)
|
|
|
|
|
|
|
BNP Paribas:
|
|
|
|
|
|
|
$
|
3,000,000
|
|
|
BNP Paribas, 7.195%, 144A****
|
|
|
2,467,500
|
**
(1)(3)
|
|
|
|
|
|
|
Capital One Financial:
|
|
|
|
|
|
|
$
|
8,250,000
|
|
|
Capital One Capital III, 7.686% 08/15/36
|
|
|
8,363,438
|
(1)(2)
|
|
|
$
|
500,000
|
|
|
Capital One Capital V, 10.25% 08/15/39
|
|
|
520,000
|
(1)
|
|
|
$
|
1,643,000
|
|
|
Capital One Capital VI, 8.875% 05/15/40
|
|
|
1,683,681
|
(1)(2)
|
|
|
|
|
|
|
Citigroup:
|
|
|
|
|
|
|
|
23,050
|
|
|
Citigroup Capital XII, 8.50% Pfd. 03/30/40
|
|
|
597,744
|
|
|
|
|
83,300
|
|
|
Citigroup Capital XIII, 7.875% Pfd. 10/30/40
|
|
|
2,214,322
|
(1)(2)
|
|
|
|
|
|
|
Colonial BancGroup:
|
|
|
|
|
|
|
$
|
10,000,000
|
|
|
Colonial BancGroup, 7.114%, 144A****
|
|
|
20,000
|
(4)(5)
|
|
|
|
|
|
|
FBOP Corp:
|
|
|
|
|
|
|
|
7,000
|
|
|
FBOP Corporation, Adj. Rate Pfd., 144A****
|
|
|
3,500
|
*
(4)(5)
|
|
|
|
|
|
|
Fifth Third Bancorp:
|
|
|
|
|
|
|
$
|
2,150,000
|
|
|
Fifth Third Capital Trust IV, 6.50% 04/15/37
|
|
|
2,117,750
|
(1)(2)
|
|
|
|
13,150
|
|
|
Fifth Third Capital Trust V, 7.25% Pfd. 08/15/67
|
|
|
332,695
|
|
|
|
|
133,051
|
|
|
Fifth Third Capital Trust VI, 7.25% Pfd. 11/15/67
|
|
|
3,384,485
|
(1)(2)
|
|
|
|
|
|
|
First Horizon:
|
|
|
|
|
|
|
|
3,900
|
|
|
First Tennessee Bank, Adj. Rate Pfd., 3.75%
(6),
144A****
|
|
|
2,647,125
|
*
|
|
|
|
3
|
|
|
FT Real Estate Securities Company, 9.50% Pfd., 144A****
|
|
|
2,970,000
|
|
|
|
The accompanying
notes are an integral part of the financial statements.
11
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
PORTFOLIO OF INVESTMENTS (Continued)
May 31, 2012
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Shares/$ Par
|
|
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Securities (Continued)
|
|
|
|
|
|
|
|
|
|
|
Banking (Continued)
|
|
|
|
|
|
|
|
|
|
|
First Niagara Financial Group:
|
|
|
|
|
|
|
|
138,000
|
|
|
First Niagara Financial Group, Inc., 8.625% Pfd.
|
|
$
|
3,771,885
|
*
|
|
|
|
|
|
|
Goldman Sachs Group:
|
|
|
|
|
|
|
$
|
1,315,000
|
|
|
Goldman Sachs, Capital I, 6.345% 02/15/34
|
|
|
1,206,857
|
(1)(2)
|
|
|
$
|
881,000
|
|
|
Goldman Sachs, Capital II, 5.793%
|
|
|
585,865
|
(1)(2)
|
|
|
|
|
|
|
HSBC PLC:
|
|
|
|
|
|
|
|
172,000
|
|
|
HSBC Holdings PLC, 8.00% Pfd., Series 2
|
|
|
4,633,250
|
**
(1)(3)
|
|
|
$
|
200,000
|
|
|
HSBC USA Capital Trust I, 7.808% 12/15/26, 144A****
|
|
|
201,500
|
|
|
|
$
|
1,000,000
|
|
|
HSBC USA Capital Trust II, 8.38% 05/15/27, 144A****
|
|
|
1,000,728
|
(1)(2)
|
|
|
|
23,615
|
|
|
HSBC USA, Inc., 6.50% Pfd., Series H
|
|
|
602,922
|
*
(1)
|
|
|
|
|
|
|
ING Groep NV:
|
|
|
|
|
|
|
|
28,700
|
|
|
ING Groep NV, 7.05% Pfd.
|
|
|
607,077
|
**
(3)
|
|
|
|
12,475
|
|
|
ING Groep NV, 7.375% Pfd.
|
|
|
280,064
|
**
(3)
|
|
|
|
|
|
|
JPMorgan Chase:
|
|
|
|
|
|
|
$
|
505,000
|
|
|
JPMorgan Chase Capital XVIII, 6.95% 08/17/36, Series R
|
|
|
511,313
|
(1)
|
|
|
|
|
|
|
KeyCorp:
|
|
|
|
|
|
|
|
22,211
|
|
|
Keycorp Capital X, 8.00% Pfd. 03/15/68
|
|
|
573,266
|
(1)
|
|
|
|
|
|
|
Lloyds Banking Group PLC:
|
|
|
|
|
|
|
$
|
1,000,000
|
|
|
Lloyds Banking Group PLC, 6.657%, 144A****
|
|
|
595,000
|
**
(3)
|
|
|
|
|
|
|
PNC Financial Services:
|
|
|
|
|
|
|
$
|
1,676,000
|
|
|
National City Preferred Capital Trust I, 12.00%
|
|
|
1,761,203
|
|
|
|
|
30,000
|
|
|
PNC Financial Services, 6.125% Pfd., Series P
|
|
|
756,975
|
*
|
|
|
|
39,995
|
|
|
PNC Financial Services, 9.875% Pfd., Series L
|
|
|
1,056,768
|
*
(1)
|
|
|
$
|
1,000,000
|
|
|
PNC Preferred Funding Trust III, 8.70%, 144A****
|
|
|
1,024,988
|
(1)(2)
|
|
|
|
3,000
|
|
|
Sovereign Bancorp: Sovereign REIT, 12.00% Pfd., Series A, 144A****
|
|
|
3,230,172
|
|
|
|
|
8,100
|
|
|
SunTrust Banks: SunTrust Capital IX, 7.875% Pfd. 03/15/68
|
|
|
206,804
|
|
|
|
$
|
2,800,000
|
|
|
Webster Financial: Webster Capital Trust IV, 7.65% 06/15/37
|
|
|
2,843,252
|
|
|
|
|
|
|
|
Wells Fargo:
|
|
|
|
|
|
|
$
|
600,000
|
|
|
First Union Capital II, 7.95% 11/15/29
|
|
|
667,076
|
(1)
|
|
|
|
2,715
|
|
|
Wells Fargo & Company, 7.50% Pfd., Series L
|
|
|
3,000,754
|
*
(1)
|
|
|
|
50,000
|
|
|
Wells Fargo & Company, 8.00% Pfd., Series J
|
|
|
1,466,118
|
*
|
|
|
|
|
|
|
Zions Bancorporation:
|
|
|
|
|
|
|
|
125,000
|
|
|
Zions Bancorporation, 7.90% Pfd., Series F
|
|
|
3,285,000
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
93,448,237
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Services 1.9%
|
|
|
|
|
|
|
|
|
|
|
Ameriprise Financial:
|
|
|
|
|
|
|
$
|
250,000
|
|
|
Ameriprise Financial, Inc., 7.518% 06/01/66
|
|
|
265,770
|
|
|
|
|
|
|
|
Charles Schwab:
|
|
|
|
|
|
|
$
|
400,000
|
|
|
Charles Schwab Corporation, 7.00%
|
|
|
428,740
|
*
|
|
|
The accompanying
notes are an integral part of the financial statements.
12
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
PORTFOLIO OF INVESTMENTS (Continued)
May 31, 2012 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Shares/$ Par
|
|
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Securities (Continued)
|
|
|
|
|
|
|
|
|
|
|
Financial Services (Continued)
|
|
|
|
|
|
|
|
|
|
|
Credit Suisse Group:
|
|
|
|
|
|
|
$
|
1,300,000
|
|
|
Claudius, Ltd. - Credit Suisse AG, 7.875%, Series B
|
|
$
|
1,293,500
|
(3)
|
|
|
|
|
|
|
Gulf Stream-Compass CLO:
|
|
|
|
|
|
|
$
|
3,000,000
|
|
|
Gulf Stream-Compass CLO 2005 Composite Notes, 144A****
|
|
|
2,095,380
|
(4)(5)
|
|
|
|
|
|
|
HSBC PLC:
|
|
|
|
|
|
|
|
45,011
|
|
|
HSBC Finance Corporation, 6.36% Pfd., Series B
|
|
|
1,106,933
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,190,323
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance 21.8%
|
|
|
|
|
|
|
|
|
|
|
Ace Ltd.:
|
|
|
|
|
|
|
$
|
1,550,000
|
|
|
Ace Capital Trust II, 9.70% 04/01/30
|
|
|
2,159,046
|
(1)(2)(3)
|
|
|
|
|
|
|
Aon Corporation:
|
|
|
|
|
|
|
$
|
1,775,000
|
|
|
AON Corp, 8.205% 01/01/27
|
|
|
2,131,496
|
(1)
|
|
|
|
|
|
|
Arch Capital Group:
|
|
|
|
|
|
|
|
28,312
|
|
|
Arch Capital Group, Ltd., 6.75% Pfd., Series C
|
|
|
734,343
|
**
(3)
|
|
|
|
|
|
|
AXA SA:
|
|
|
|
|
|
|
$
|
1,316,000
|
|
|
AXA SA, 6.379%, 144A****
|
|
|
1,026,480
|
**
(1)(2)(3)
|
|
|
|
|
|
|
Axis Capital:
|
|
|
|
|
|
|
|
271,100
|
|
|
Axis Capital Holdings, 6.875% Pfd., Series C
|
|
|
7,027,590
|
**
(1)(3)
|
|
|
|
|
|
|
Delphi Financial:
|
|
|
|
|
|
|
|
160,000
|
|
|
Delphi Financial Group, 7.376% Pfd. 05/15/37
|
|
|
4,015,008
|
(1)(2)
|
|
|
|
|
|
|
Everest Re Group:
|
|
|
|
|
|
|
$
|
5,760,000
|
|
|
Everest Re Holdings, 6.60% 05/15/37
|
|
|
5,443,200
|
(1)(2)
|
|
|
|
|
|
|
Liberty Mutual Group:
|
|
|
|
|
|
|
$
|
8,300,000
|
|
|
Liberty Mutual Group, 10.75% 06/15/58, 144A****
|
|
|
11,537,000
|
(1)
|
|
|
|
|
|
|
MetLife:
|
|
|
|
|
|
|
$
|
1,240,000
|
|
|
MetLife Capital Trust IV, 7.875% 12/15/37, 144A****
|
|
|
1,364,000
|
(1)
|
|
|
$
|
5,335,000
|
|
|
MetLife Capital Trust X, 9.25% 04/08/38, 144A****
|
|
|
6,375,325
|
(1)(2)
|
|
|
$
|
2,250,000
|
|
|
MetLife, Inc., 10.75% 08/01/39
|
|
|
3,093,750
|
(1)(2)
|
|
|
|
|
|
|
Principal Financial:
|
|
|
|
|
|
|
|
12,000
|
|
|
Principal Financial Group, 5.563% Pfd., Series A
|
|
|
1,144,500
|
*
|
|
|
|
68,867
|
|
|
Principal Financial Group, 6.518% Pfd., Series B
|
|
|
1,812,063
|
*
(1)
|
|
|
|
|
|
|
StanCorp Financial Group:
|
|
|
|
|
|
|
$
|
2,060,000
|
|
|
StanCorp Financial Group, 6.90% 06/01/67
|
|
|
1,938,975
|
(1)
|
|
|
|
|
|
|
The Travelers Companies:
|
|
|
|
|
|
|
$
|
3,615,000
|
|
|
USF&G Capital, 8.312% 07/01/46, 144A****
|
|
|
4,454,439
|
(1)(2)
|
|
|
|
|
|
|
XL Group PLC:
|
|
|
|
|
|
|
$
|
6,952,000
|
|
|
XL Capital Ltd., 6.50%, Series E
|
|
|
5,387,800
|
(1)(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59,645,015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying
notes are an integral part of the financial statements.
13
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
PORTFOLIO OF INVESTMENTS (Continued)
May 31, 2012
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Shares/$ Par
|
|
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Securities (Continued)
|
|
|
|
|
|
|
|
|
|
|
Utilities 21.5%
|
|
|
|
|
|
|
|
|
|
|
Alabama Power:
|
|
|
|
|
|
|
|
7,450
|
|
|
Alabama Power Company, 6.45% Pfd.
|
|
$
|
210,696
|
*
(1)
|
|
|
|
|
|
|
Baltimore Gas & Electric:
|
|
|
|
|
|
|
|
33,700
|
|
|
Baltimore Gas & Electric Company, 6.70% Pfd., Series 1993
|
|
|
3,480,580
|
*
(1)
|
|
|
|
|
|
|
Commonwealth Edison:
|
|
|
|
|
|
|
$
|
3,160,000
|
|
|
COMED Financing III, 6.35% 03/15/33
|
|
|
3,191,600
|
(1)(2)
|
|
|
|
|
|
|
Constellation Energy:
|
|
|
|
|
|
|
|
20,170
|
|
|
Constellation Energy Group, 8.625% Pfd. 06/15/63, Series A
|
|
|
540,758
|
(1)
|
|
|
|
|
|
|
Dominion Resources:
|
|
|
|
|
|
|
$
|
2,500,000
|
|
|
Dominion Resources Capital Trust I, 7.83% 12/01/27
|
|
|
2,550,768
|
(1)(2)
|
|
|
$
|
3,500,000
|
|
|
Dominion Resources, Inc., 7.50% 06/30/66
|
|
|
3,713,245
|
(1)(2)
|
|
|
|
|
|
|
Entergy Arkansas:
|
|
|
|
|
|
|
|
83,000
|
|
|
Entergy Arkansas, Inc., 6.45% Pfd.
|
|
|
2,082,785
|
*
(1)
|
|
|
|
|
|
|
Entergy Louisiana:
|
|
|
|
|
|
|
|
59,850
|
|
|
Entergy Louisiana, Inc., 6.95% Pfd.
|
|
|
5,990,614
|
*
(1)
|
|
|
|
|
|
|
Georgia Power:
|
|
|
|
|
|
|
|
71,741
|
|
|
Georgia Power Company, 6.50% Pfd., Series 2007A
|
|
|
7,938,594
|
*
(1)
|
|
|
|
|
|
|
Indianapolis Power & Light:
|
|
|
|
|
|
|
|
26,400
|
|
|
Indianapolis Power & Light Company, 5.65% Pfd.
|
|
|
2,651,550
|
*
(1)
|
|
|
|
|
|
|
Interstate Power & Light:
|
|
|
|
|
|
|
|
94,721
|
|
|
Interstate Power & Light Company, 8.375% Pfd., Series B
|
|
|
2,739,568
|
*
(1)
|
|
|
|
|
|
|
Nextera Energy:
|
|
|
|
|
|
|
$
|
4,197,000
|
|
|
FPL Group Capital, Inc., 6.65% 06/15/67
|
|
|
4,306,483
|
(1)(2)
|
|
|
$
|
1,975,000
|
|
|
FPL Group Capital, Inc., 7.30% 09/01/67, Series D
|
|
|
2,105,664
|
(1)(2)
|
|
|
|
|
|
|
PECO Energy:
|
|
|
|
|
|
|
$
|
3,600,000
|
|
|
PECO Energy Capital Trust IV, 5.75% 06/15/33
|
|
|
3,504,924
|
(1)
|
|
|
|
|
|
|
PPL Corp:
|
|
|
|
|
|
|
$
|
3,700,000
|
|
|
PPL Capital Funding, 6.70% 03/30/67, Series A
|
|
|
3,675,976
|
(1)
|
|
|
|
|
|
|
Puget Energy:
|
|
|
|
|
|
|
$
|
5,175,000
|
|
|
Puget Sound Energy, Inc., 6.974% 06/01/67
|
|
|
5,224,840
|
(1)(2)
|
|
|
|
|
|
|
Southern California Edison:
|
|
|
|
|
|
|
|
46,460
|
|
|
Southern California Edison, 6.50% Pfd., Series D
|
|
|
4,907,338
|
*
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58,815,983
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy 5.0%
|
|
|
|
|
|
|
|
|
|
|
Enbridge Energy Partners:
|
|
|
|
|
|
|
$
|
7,050,000
|
|
|
Enbridge Energy Partners LP, 8.05% 10/01/37
|
|
|
7,644,294
|
(1)(2)
|
|
|
|
|
|
|
Enterprise Products Partners:
|
|
|
|
|
|
|
$
|
5,550,000
|
|
|
Enterprise Products Partners, 8.375% 08/01/66, Series A
|
|
|
5,999,267
|
(1)(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,643,561
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying
notes are an integral part of the financial statements.
14
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
PORTFOLIO OF INVESTMENTS (Continued)
May 31, 2012 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Shares/$ Par
|
|
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Securities (Continued)
|
|
|
|
|
|
|
|
|
|
|
Real Estate Investment Trust (REIT) 0.1%
|
|
|
|
|
|
|
|
|
|
|
PS Business Parks:
|
|
|
|
|
|
|
|
10,000
|
|
|
PS Business Parks, Inc., 6.875% Pfd., Series R
|
|
$
|
268,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
268,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Miscellaneous Industries 2.0%
|
|
|
|
|
|
|
|
|
|
|
Ocean Spray Cranberries:
|
|
|
|
|
|
|
|
37,400
|
|
|
Ocean Spray Cranberries, Inc., 6.25% Pfd., 144A****
|
|
|
3,369,508
|
*
|
|
|
|
|
|
|
Textron, Inc.:
|
|
|
|
|
|
|
$
|
2,850,000
|
|
|
Textron Financial Corporation, 6.00% 02/15/67, 144A****
|
|
|
2,251,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,621,008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Preferred Securities
(Cost $236,406,376)
|
|
|
236,633,027
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate Debt Securities 11.2%
|
|
|
|
|
|
|
|
|
|
|
Banking 3.3%
|
|
|
|
|
|
|
|
|
|
|
First Niagara Financial Group:
|
|
|
|
|
|
|
$
|
300,000
|
|
|
First Niagara Financial Group, Inc., 7.25% 12/15/21
|
|
|
333,699
|
|
|
|
|
|
|
|
Goldman Sachs Group:
|
|
|
|
|
|
|
$
|
6,110,000
|
|
|
Goldman Sachs Group, 6.75% 10/01/37, Sub Notes
|
|
|
6,027,546
|
(1)(2)
|
|
|
|
|
|
|
Regions Financial:
|
|
|
|
|
|
|
$
|
2,801,000
|
|
|
Regions Financial Corporation, 7.375% 12/10/37, Sub Notes
|
|
|
2,730,975
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,092,220
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Services 0.4%
|
|
|
|
|
|
|
|
|
|
|
Lehman Brothers:
|
|
|
|
|
|
|
$
|
4,726,012
|
|
|
Lehman Brothers, Guaranteed Note, Variable Rate, 5.843% 12/16/16, 144A****
|
|
|
959,853
|
(4)(5)
|
|
|
|
|
|
|
Raymond James Financial:
|
|
|
|
|
|
|
|
8,700
|
|
|
Raymond James Financial, 6.90% 03/15/42
|
|
|
227,288
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,187,141
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance 4.2%
|
|
|
|
|
|
|
|
|
|
|
Liberty Mutual Group:
|
|
|
|
|
|
|
$
|
3,400,000
|
|
|
Liberty Mutual Insurance, 7.697% 10/15/97, 144A****
|
|
|
3,385,662
|
(1)
|
|
|
|
|
|
|
Unum Group:
|
|
|
|
|
|
|
$
|
7,000,000
|
|
|
UnumProvident Corporation, 7.25% 03/15/28
|
|
|
7,967,057
|
(1)(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,352,719
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying
notes are an integral part of the financial statements.
15
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
PORTFOLIO OF INVESTMENTS (Continued)
May 31, 2012
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Shares/$ Par
|
|
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate Debt Securities (Continued)
|
|
|
|
|
|
|
|
|
|
|
Utilities 1.2%
|
|
|
|
|
|
|
|
|
|
|
Energy Transfer Equity:
|
|
|
|
|
|
|
$
|
1,000,000
|
|
|
Southern Union Company, 7.60% 02/01/24
|
|
$
|
1,212,125
|
(1)(2)
|
|
|
$
|
1,600,000
|
|
|
Southern Union Company, 8.25% 11/15/29
|
|
|
1,967,717
|
(1)(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,179,842
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy 1.1%
|
|
|
|
|
|
|
|
|
|
|
Nexen, Inc.:
|
|
|
|
|
|
|
|
120,475
|
|
|
Nexen, Inc., 7.35% 11/01/43
|
|
|
3,045,765
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,045,765
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Miscellaneous Industries 1.0%
|
|
|
|
|
|
|
|
|
|
|
Pulte Group Inc.:
|
|
|
|
|
|
|
|
25,844
|
|
|
Pulte Homes, Inc., 7.375% 06/01/46
|
|
|
641,254
|
|
|
|
$
|
2,160,000
|
|
|
Pulte Homes, Inc., 7.875% 06/15/32
|
|
|
2,089,800
|
(1)(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,731,054
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Corporate Debt Securities
(Cost $32,037,264)
|
|
|
30,588,741
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock 0.4%
|
|
|
|
|
|
|
|
|
|
|
Banking 0.1%
|
|
|
|
|
|
|
|
|
|
|
CIT Group:
|
|
|
|
|
|
|
|
13,500
|
|
|
CIT Group, Inc.
|
|
|
461,565
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
461,565
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Utilities 0.3%
|
|
|
|
|
|
|
|
|
|
|
Exelon Corp:
|
|
|
|
|
|
|
|
11,750
|
|
|
Exelon Corporation
|
|
|
434,515
|
*
|
|
|
|
|
|
|
PPL Corp:
|
|
|
|
|
|
|
|
11,653
|
|
|
PPL Corporation
|
|
|
318,943
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
753,458
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Common Stock
(Cost $3,318,243)
|
|
|
1,215,023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money Market Fund 0.1%
|
|
|
|
|
|
|
|
|
|
|
BlackRock Liquidity Funds
|
|
|
|
|
|
|
|
267,577
|
|
|
T-Fund
|
|
|
267,577
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Money Market Fund
(Cost $267,577)
|
|
|
267,577
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying
notes are an integral part of the financial statements.
16
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
PORTFOLIO OF INVESTMENTS (Continued)
May 31, 2012 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value
|
|
|
|
|
|
|
|
Total Investments
(Cost $272,029,460***)
|
|
|
98.1%
|
|
|
$
|
268,704,368
|
|
|
|
|
|
|
|
Other Assets And Liabilities (Net)
|
|
|
1.9%
|
|
|
|
5,296,748
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Managed Assets
|
|
|
100.0%
|
|
|
$
|
274,001,116
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan Principal Balance
|
|
|
|
(91,600,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Assets Available To Common Stock
|
|
|
$
|
182,401,116
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Securities eligible for the Dividends Received Deduction and distributing Qualified Dividend Income.
|
**
|
Securities distributing Qualified Dividend Income only.
|
***
|
Aggregate cost of securities held.
|
****
|
Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration to qualified
institutional buyers. At May 31, 2012, these securities amounted to $51,989,660 or 19.0% of total managed assets.
|
(1)
|
All or a portion of this security is pledged as collateral for the Funds loan. The total value of such securities was $174,428,707 at May 31, 2012.
|
(2)
|
All or a portion of this security has been rehypothecated. The total value of such securities was $87,325,939 at May 31, 2012.
|
(5)
|
Valued at fair value as determined in good faith by or under the direction of the Board of Directors as of May 31, 2012.
|
(6)
|
Represents the rate in effect as of the reporting date.
|
|
The issuer has filed for bankruptcy protection. As a result, the Fund may not be able to recover the principal invested and also does not expect to receive income on this
security going forward.
|
|
The percentage shown for each investment category is the total value of that category as a percentage of total managed assets.
|
|
|
|
|
|
|
|
ABBREVIATIONS:
|
CLO
|
|
|
|
Collateralized Loan Obligation
|
Pfd.
|
|
|
|
Preferred Securities
|
REIT
|
|
|
|
Real Estate Investment Trust
|
The accompanying
notes are an integral part of the financial statements.
17
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
STATEMENT OF ASSETS AND LIABILITIES
May 31, 2012
(Unaudited)
|
|
|
|
|
|
|
|
|
ASSETS:
|
|
|
|
|
|
|
|
|
Investments, at value (Cost $272,029,460)
|
|
|
|
|
|
$
|
268,704,368
|
|
Receivable for investments sold
|
|
|
|
|
|
|
1,859,849
|
|
Dividends and interest receivable
|
|
|
|
|
|
|
4,051,372
|
|
Prepaid expenses
|
|
|
|
|
|
|
94,737
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
|
|
|
|
|
274,710,326
|
|
|
|
|
LIABILITIES:
|
|
|
|
|
|
|
|
|
Loan Payable
|
|
$
|
91,600,000
|
|
|
|
|
|
Payable for investments purchased
|
|
|
348,494
|
|
|
|
|
|
Dividends payable to Common Stock Shareholders
|
|
|
67,360
|
|
|
|
|
|
Investment advisory fees payable
|
|
|
129,261
|
|
|
|
|
|
Administration, Transfer Agent and Custodian fees payable
|
|
|
51,876
|
|
|
|
|
|
Servicing agent fees payable
|
|
|
10,606
|
|
|
|
|
|
Professional fees payable
|
|
|
73,560
|
|
|
|
|
|
Directors fees payable
|
|
|
3,839
|
|
|
|
|
|
Accrued expenses and other payables
|
|
|
24,214
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
|
|
|
|
92,309,210
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS AVAILABLE TO COMMON STOCK
|
|
|
|
|
|
$
|
182,401,116
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS AVAILABLE TO COMMON STOCK
consist of:
|
|
|
|
|
|
|
|
|
Undistributed net investment income
|
|
|
|
|
|
$
|
450,366
|
|
Accumulated net realized loss on investments sold
|
|
|
|
|
|
|
(46,733,208
|
)
|
Unrealized depreciation of investments
|
|
|
|
|
|
|
(3,325,092
|
)
|
Par value of Common Stock
|
|
|
|
|
|
|
98,536
|
|
Paid-in capital in excess of par value of Common Stock
|
|
|
|
|
|
|
231,910,514
|
|
|
|
|
|
|
|
|
|
|
Total Net Assets Available to Common Stock
|
|
|
|
|
|
$
|
182,401,116
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSET VALUE PER SHARE OF COMMON STOCK:
|
|
|
|
|
|
|
|
|
Common Stock (9,853,569 shares outstanding)
|
|
|
|
|
|
$
|
18.51
|
|
|
|
|
|
|
|
|
|
|
The accompanying
notes are an integral part of the financial statements.
18
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
STATEMENT OF OPERATIONS
For the Six Months Ended May 31, 2012 (Unaudited)
|
|
|
|
|
|
|
|
|
INVESTMENT INCOME:
|
|
|
|
|
|
|
|
|
Dividends
|
|
|
|
|
|
$
|
4,186,277
|
|
Interest
|
|
|
|
|
|
|
5,965,699
|
|
Rehypothecation Income
|
|
|
|
|
|
|
21,591
|
|
|
|
|
|
|
|
|
|
|
Total Investment Income
|
|
|
|
|
|
|
10,173,567
|
|
|
|
|
EXPENSES:
|
|
|
|
|
|
|
|
|
Investment advisory fees
|
|
$
|
750,206
|
|
|
|
|
|
Servicing agent fees
|
|
|
60,041
|
|
|
|
|
|
Administrators fees
|
|
|
116,762
|
|
|
|
|
|
Professional fees
|
|
|
63,135
|
|
|
|
|
|
Insurance expenses
|
|
|
53,485
|
|
|
|
|
|
Transfer Agent fees
|
|
|
32,538
|
|
|
|
|
|
Directors fees
|
|
|
37,698
|
|
|
|
|
|
Custodian fees
|
|
|
17,586
|
|
|
|
|
|
Compliance fees
|
|
|
19,803
|
|
|
|
|
|
Interest expenses
|
|
|
581,894
|
|
|
|
|
|
Other
|
|
|
67,746
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Expenses
|
|
|
|
|
|
|
1,800,894
|
|
|
|
|
|
|
|
|
|
|
NET INVESTMENT INCOME
|
|
|
|
|
|
|
8,372,673
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS
|
|
|
|
|
|
|
|
|
Net realized loss on investments sold during the period
|
|
|
|
|
|
|
(2,132,221
|
)
|
Change in unrealized appreciation/depreciation of investments
|
|
|
|
|
|
|
16,823,766
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS
|
|
|
|
|
|
|
14,691,545
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE IN NET ASSETS TO COMMON STOCK RESULTING FROM OPERATIONS
|
|
|
|
|
|
$
|
23,064,218
|
|
|
|
|
|
|
|
|
|
|
|
For Federal income tax purposes, a significant portion of this amount may not qualify for the inter-corporate dividends received deduction (DRD) or as qualified
dividend income (QDI) for individuals.
|
The accompanying
notes are an integral part of the financial statements.
19
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE TO COMMON STOCK
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
May 31, 2012
(Unaudited)
|
|
|
Year Ended
November 30, 2011
|
|
OPERATIONS:
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
8,372,673
|
|
|
$
|
16,553,166
|
|
Net realized gain/(loss) on investments sold during the period
|
|
|
(2,132,221
|
)
|
|
|
9,773,993
|
|
Change in net unrealized appreciation/depreciation of investments
|
|
|
16,823,766
|
|
|
|
(13,894,743
|
)
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
|
23,064,218
|
|
|
|
12,432,416
|
|
|
|
|
DISTRIBUTIONS:
|
|
|
|
|
|
|
|
|
Dividends paid from net investment income to Common Stock Shareholders
(1)
|
|
|
(8,780,872
|
)
|
|
|
(16,473,273
|
)
|
|
|
|
|
|
|
|
|
|
Total Distributions to Common Stock Shareholders
|
|
|
(8,780,872
|
)
|
|
|
(16,473,273
|
)
|
|
|
|
FUND SHARE TRANSACTIONS:
|
|
|
|
|
|
|
|
|
Increase from shares issued under the Dividend Reinvestment
and Cash Purchase Plan
|
|
|
389,803
|
|
|
|
500,665
|
|
|
|
|
|
|
|
|
|
|
Net increase in net assets available to Common Stock
resulting from Fund share transactions
|
|
|
389,803
|
|
|
|
500,665
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE/(DECREASE) IN NET ASSETS AVAILABLE TO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMON STOCK FOR THE PERIOD
|
|
$
|
14,673,149
|
|
|
$
|
(3,540,192
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS AVAILABLE TO COMMON STOCK:
|
|
|
|
|
|
|
|
|
Beginning of period
|
|
$
|
167,727,967
|
|
|
$
|
171,268,159
|
|
Net increase/(decrease) in net assets during the period
|
|
|
14,673,149
|
|
|
|
(3,540,192
|
)
|
|
|
|
|
|
|
|
|
|
End of period (including undistributed net investment income
of $450,366 and $858,565, respectively)
|
|
$
|
182,401,116
|
|
|
$
|
167,727,967
|
|
|
|
|
|
|
|
|
|
|
(1)
|
May include income earned, but not paid out, in prior fiscal year.
|
The accompanying
notes are an integral part of the financial statements.
20
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
STATEMENT OF CASH FLOWS
For the Six Months Ended May 31, 2012 (Unaudited)
|
|
|
|
|
|
|
INCREASE/(DECREASE) IN CASH
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
|
|
$
|
23,064,218
|
|
ADJUSTMENTS TO RECONCILE NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS TO NET CASH PROVIDED BY IN OPERATING ACTIVITIES:
|
|
|
|
|
Purchase of investment securities
|
|
|
|
|
(40,963,478
|
)
|
Proceeds from disposition of investment securities
|
|
|
|
|
43,449,930
|
|
Sale of short-term investment securities, net
|
|
|
|
|
224,057
|
|
Cash received from litigation claim
|
|
|
|
|
57,401
|
|
Increase in receivable for investments sold
|
|
|
|
|
(742,622
|
)
|
Decrease in dividends and interest receivable
|
|
|
|
|
141,061
|
|
Increase in prepaid expenses
|
|
|
|
|
(51,950
|
)
|
Net amortization/(accretion) of premium/(discount)
|
|
|
|
|
(112,925
|
)
|
Decrease in payable for investments purchased
|
|
|
|
|
(1,999,992
|
)
|
Increase in payables to related parties
|
|
|
|
|
11,420
|
|
Decrease in accrued expenses and other liabilities
|
|
|
|
|
(7,219
|
)
|
Change in net unrealized appreciation/depreciation on securities
|
|
|
|
|
(16,823,766
|
)
|
Net realized loss from investments sold
|
|
|
|
|
2,132,221
|
|
|
|
|
|
|
|
|
Net cash provided in operating activities
|
|
|
|
|
8,378,356
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
Dividends paid (net of reinvestment of dividends and change in
dividends payable) to common stock shareholders from net
investment
income
|
|
|
|
|
(8,378,356
|
)
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
|
|
(8,378,356
|
)
|
|
|
|
|
|
|
|
Net increase/(decrease) in cash
|
|
|
|
|
|
|
|
|
|
CASH:
|
|
|
|
|
|
|
Beginning of the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of the period
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
Interest paid during the period
|
|
|
|
$
|
581,570
|
|
Reinvestments of dividends
|
|
|
|
|
389,803
|
|
Increase of dividends payable to common stock shareholders
|
|
|
|
|
12,713
|
|
The accompanying
notes are an integral part of the financial statements.
21
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
FINANCIAL HIGHLIGHTS
For a Common Stock share outstanding
throughout each period.
Contained below is per share operating performance data, total investment returns, ratios to
average net assets and other supplemental data. This information has been derived from information provided in the financial statements and market price data for the Funds shares.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months
Ended
May 31,
2012
(Unaudited)
|
|
|
Year Ended November 30,
|
|
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
PER SHARE OPERATING PERFORMANCE:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of period
|
|
$
|
17.06
|
|
|
$
|
17.47
|
|
|
$
|
14.38
|
|
|
$
|
9.00
|
|
|
$
|
19.71
|
|
|
$
|
23.29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTMENT OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.85
|
|
|
|
1.69
|
|
|
|
1.60
|
|
|
|
1.43
|
|
|
|
1.91
|
|
|
|
2.24
|
|
Net realized and unrealized gain/(loss) on investments
|
|
|
1.49
|
|
|
|
(0.42
|
)
|
|
|
2.97
|
|
|
|
5.33
|
|
|
|
(10.62
|
)
|
|
|
(3.59
|
)
|
|
|
|
|
|
|
|
DISTRIBUTIONS TO AMPS* SHAREHOLDERS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From net investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.06
|
)
|
|
|
(0.44
|
)
|
|
|
(0.70
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from investment operations
|
|
|
2.34
|
|
|
|
1.27
|
|
|
|
4.57
|
|
|
|
6.70
|
|
|
|
(9.15
|
)
|
|
|
(2.05
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DISTRIBUTIONS TO COMMON STOCK SHAREHOLDERS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From net investment income.
|
|
|
(0.89
|
)
|
|
|
(1.68
|
)
|
|
|
(1.48
|
)
|
|
|
(1.32
|
)
|
|
|
(1.53
|
)
|
|
|
(1.53
|
)
|
From return of capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.03
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions to Common Stock Shareholders
|
|
|
(0.89
|
)
|
|
|
(1.68
|
)
|
|
|
(1.48
|
)
|
|
|
(1.32
|
)
|
|
|
(1.56
|
)
|
|
|
(1.53
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period
|
|
$
|
18.51
|
|
|
$
|
17.06
|
|
|
$
|
17.47
|
|
|
$
|
14.38
|
|
|
$
|
9.00
|
|
|
$
|
19.71
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market value, end of period
|
|
$
|
19.03
|
|
|
$
|
18.10
|
|
|
$
|
17.84
|
|
|
$
|
13.10
|
|
|
$
|
7.28
|
|
|
$
|
17.00
|
|
Total investment return based on net asset value**
|
|
|
13.90
|
%****
|
|
|
7.26
|
%
|
|
|
33.05
|
%
|
|
|
83.69
|
%
|
|
|
(48.17
|
%)
|
|
|
(8.71
|
%)
|
Total investment return based on market value**
|
|
|
10.36
|
%****
|
|
|
11.44
|
%
|
|
|
49.14
|
%
|
|
|
106.87
|
%
|
|
|
(51.39
|
%)
|
|
|
(16.95
|
%)
|
|
|
|
|
|
|
|
RATIOS TO AVERAGE NET ASSETS AVAILABLE
TO COMMON STOCK SHAREHOLDERS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net assets, end of period (in 000s)
|
|
$
|
182,401
|
|
|
$
|
167,728
|
|
|
$
|
171,268
|
|
|
$
|
140,589
|
|
|
$
|
88,002
|
|
|
$
|
192,737
|
|
Operating expenses including interest expense
(1)
|
|
|
2.02
|
%***
|
|
|
1.98
|
%
|
|
|
2.08
|
%
|
|
|
2.92
|
%
|
|
|
2.67
|
%
|
|
|
|
|
Operating expenses excluding interest expense
|
|
|
1.37
|
%***
|
|
|
1.36
|
%
|
|
|
1.36
|
%
|
|
|
1.70
|
%
|
|
|
1.91
|
%
|
|
|
1.51
|
%
|
Net investment income
|
|
|
9.39
|
%***
|
|
|
9.45
|
%
|
|
|
9.85
|
%
|
|
|
13.34
|
%
|
|
|
|
|
|
|
|
|
Net investment income, including payments to AMPS Shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.76
|
%
|
|
|
9.37
|
%
|
|
|
6.94
|
%
|
|
|
|
|
|
|
|
SUPPLEMENTAL DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio turnover rate
|
|
|
15
|
%****
|
|
|
23
|
%
|
|
|
33
|
%
|
|
|
37
|
%
|
|
|
46
|
%
|
|
|
57
|
%
|
Total managed assets, end of period (in 000s)
|
|
$
|
274,001
|
|
|
$
|
259,328
|
|
|
$
|
252,568
|
|
|
$
|
209,489
|
|
|
$
|
157,002
|
|
|
$
|
321,237
|
|
Ratio of operating expenses including interest expense
(1)(2)
to
total managed assets
|
|
|
1.33
|
%***
|
|
|
1.31
|
%
|
|
|
1.39
|
%
|
|
|
1.83
|
%
|
|
|
1.54
|
%
|
|
|
|
|
Ratio of operating expenses excluding interest expense
(2)
to
total managed assets
|
|
|
0.90
|
%***
|
|
|
0.90
|
%
|
|
|
0.91
|
%
|
|
|
1.07
|
%
|
|
|
1.10
|
%
|
|
|
0.95
|
%
|
*
|
Auction Market Preferred Stock.
|
**
|
Assumes reinvestment of distributions at the price obtained by the Funds Dividend Reinvestment and Cash Purchase Plan.
|
|
The net investment income ratios reflect income net of operating expenses, including interest expense.
|
|
Information presented under heading Supplemental Data includes AMPS and loan principal balance.
|
(2)
|
Does not include distributions to AMPS Shareholders.
|
The accompanying
notes are an integral part of the financial statements.
22
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
FINANCIAL HIGHLIGHTS (Continued)
Per Share of Common Stock (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Dividends
Paid
|
|
|
Net Asset
Value
|
|
|
NYSE
Closing Price
|
|
|
Dividend
Reinvestment
Price
(1)
|
|
December 30, 2011
|
|
$
|
0.1945
|
|
|
$
|
17.34
|
|
|
$
|
18.70
|
|
|
$
|
17.77
|
|
January 31, 2012
|
|
|
0.1395
|
|
|
|
18.03
|
|
|
|
19.20
|
|
|
|
18.24
|
|
February 29, 2012
|
|
|
0.1395
|
|
|
|
18.45
|
|
|
|
19.43
|
|
|
|
18.46
|
|
March 30, 2012.
|
|
|
0.1395
|
|
|
|
18.47
|
|
|
|
19.01
|
|
|
|
18.47
|
|
April 30, 2012
|
|
|
0.1395
|
|
|
|
18.60
|
|
|
|
19.00
|
|
|
|
18.60
|
|
May 31, 2012
|
|
|
0.1395
|
|
|
|
18.51
|
|
|
|
19.03
|
|
|
|
18.51
|
|
(1)
|
Whenever the net asset value per share of the Funds Common Stock is less than or equal to the market price per share on the reinvestment date, new shares
issued will be valued at the higher of net asset value or 95% of the then current market price. Otherwise, the reinvestment shares of Common Stock will be purchased in the open market.
|
The accompanying
notes are an integral part of the financial statements.
23
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
FINANCIAL HIGHLIGHTS (Continued)
Senior Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date
|
|
Total AMPS* Shares
Outstanding (1)
|
|
|
Asset
Coverage
Per AMPS
Share (2)
|
|
|
Involuntary
Liquidation
Preference
Per AMPS
Share
(3)
|
|
|
Total Debt
Outstanding
End of Period
(000s)
(4)
|
|
|
Asset
Coverage Per
$1,000 of
Debt (5)
|
|
|
|
|
|
|
|
05/31/12**
|
|
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
$91,600
|
|
|
|
$2,991
|
|
|
|
|
|
|
|
11/30/11
|
|
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
91,600
|
|
|
|
2,831
|
|
|
|
|
|
|
|
11/30/10
|
|
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
81,300
|
|
|
|
3,107
|
|
|
|
|
|
|
|
11/30/09
|
|
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
68,900
|
|
|
|
3,040
|
|
|
|
|
|
|
|
11/30/08
|
|
|
1,580
|
|
|
$
|
80,704
|
|
|
$
|
25,000
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
11/30/07
|
|
|
5,140
|
|
|
|
62,506
|
|
|
|
25,000
|
|
|
|
N/A
|
|
|
|
N/A
|
|
(2)
|
Calculated by subtracting the Funds total liabilities (excluding the AMPS) from the Funds total assets and dividing that amount by the number of AMPS
shares outstanding.
|
(3)
|
Excludes accumulated undeclared dividends.
|
(5)
|
Calculated by subtracting the Funds total liabilities (excluding the loan) from the Funds total assets and dividing that amount by the loan
outstanding in 000s.
|
*
|
Auction Market Preferred Stock.
|
The accompanying
notes are an integral part of the financial statements.
24
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Flaherty &
Crumrine/Claymore Total Return Fund Incorporated (the Fund) was incorporated as a Maryland corporation on July 18, 2003, and commenced operations on August 29, 2003 as a diversified, closed-end management investment company
under the Investment Company Act of 1940, as amended (the 1940 Act). The Funds primary investment objective is to provide its common shareholders with high current income. The Funds secondary investment objective is capital
appreciation.
2.
|
Significant Accounting Policies
|
The
following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The preparation of the financial statements is in conformity with U.S. generally accepted accounting
principles (US GAAP) and requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and the reported amounts of increases and decreases in net assets from
operations during the reporting period. Actual results could differ from those estimates.
Portfolio valuation:
The net asset
value of the Funds Common Stock is determined by the Funds Administrator no less frequently than on the last business day of each week and month in accordance with the policies and procedures approved by the Board of Directors of the
Fund. It is determined by dividing the value of the Funds net assets available to Common Stock by the number of shares of Common Stock outstanding. The value of the Funds net assets available to Common Stock is deemed to equal the value
of the Funds total assets less (i) the Funds liabilities and (ii) the aggregate liquidation value of any outstanding preferred stock.
The Funds preferred and debt securities are valued on the basis of current market quotations provided by independent pricing services or dealers approved by the Board of Directors of the Fund. Each quotation
is based on the mean of the bid and asked prices of a security. In determining the value of a particular preferred or debt security, a pricing service or dealer may use information with respect to transactions in such investments, quotations, market
transactions in comparable investments, various relationships observed in the market between investments, and/or calculated yield measures based on valuation technology commonly employed in the market for such investments. Common stocks that are
traded on stock exchanges are valued at the last sale price or official close price on the exchange, as of the close of business on the day the securities are being valued or, lacking any sales, at the last available mean price. Futures contracts
and option contracts on futures contracts are valued on the basis of the settlement price for such contracts on the primary exchange on which they trade. Investments in over-the-counter derivative instruments, such as interest rate swaps and options
thereon (swaptions), are valued using prices supplied by a pricing service, or if such prices are unavailable, prices provided by a single broker or dealer that is not the counterparty or, if no such prices are available, at a price at
which the counterparty to the contract would repurchase the instrument or terminate the contract. Investments for which market quotations are not readily available or for which management determines that the prices are not reflective of current
market conditions are valued at fair value as determined in good faith by or under the direction of the Board of Directors of the Fund, including reference to valuations of other securities which are comparable in quality, maturity and type.
25
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
Investments in money market instruments and all debt and preferred securities which mature in 60
days or less are valued at amortized cost. Investments in money market funds are valued at the net asset value of such funds.
Fair
Value Measurement:
The inputs and valuation techniques used to measure fair value of the Funds investments are summarized into three levels as described in the hierarchy below:
|
|
|
Level 1 quoted prices in active markets for identical securities
|
|
|
|
Level 2 other significant observable inputs (including quoted prices for similar securities, interest
|
rates, prepayment speeds, credit risk, etc.)
|
|
|
Level 3 significant unobservable inputs (including the Funds own assumptions in determining the
|
fair value of investments)
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Transfers in and out of levels are recognized at market value at
the end of the period. A summary of the inputs used to value the Funds investments as of May 31, 2012 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Value at
May 31, 2012
|
|
|
Level 1
Quoted
Price
|
|
|
Level 2
Significant
Observable
Inputs
|
|
|
Level 3
Significant
Unobservable
Inputs
|
|
Preferred Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banking
|
|
$
|
93,448,237
|
|
|
$
|
63,926,726
|
|
|
$
|
29,498,011
|
|
|
$
|
23,500
|
|
Financial Services
|
|
|
5,190,323
|
|
|
|
1,535,673
|
|
|
|
1,559,270
|
|
|
|
2,095,380
|
|
Insurance
|
|
|
59,645,015
|
|
|
|
37,331,871
|
|
|
|
22,313,144
|
|
|
|
|
|
Utilities
|
|
|
58,815,983
|
|
|
|
17,081,694
|
|
|
|
41,734,289
|
|
|
|
|
|
Energy
|
|
|
13,643,561
|
|
|
|
13,643,561
|
|
|
|
|
|
|
|
|
|
Real Estate Investment Trust (REIT)
|
|
|
268,900
|
|
|
|
268,900
|
|
|
|
|
|
|
|
|
|
Miscellaneous Industries
|
|
|
5,621,008
|
|
|
|
|
|
|
|
5,621,008
|
|
|
|
|
|
Corporate Debt Securities
|
|
|
30,588,741
|
|
|
|
9,941,853
|
|
|
|
19,687,035
|
|
|
|
959,853
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banking
|
|
|
461,565
|
|
|
|
461,565
|
|
|
|
|
|
|
|
|
|
Utilities
|
|
|
753,458
|
|
|
|
753,458
|
|
|
|
|
|
|
|
|
|
Money Market Fund
|
|
|
267,577
|
|
|
|
267,577
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments
|
|
$
|
268,704,368
|
|
|
$
|
145,212,878
|
|
|
$
|
120,412,757
|
|
|
$
|
3,078,733
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Fund did not have any significant transfers between Level 1 and Level 2 during the period.
The Funds investments in Level 2 and Level 3 are based primarily on market information, where available. This includes, but is not limited to,
prices provided by third-party providers, observable trading activity (including the recency, depth, and consistency of such information with quoted levels), and the depth and consistency of broker-quoted prices. In the event market information is
not directly available, comparable information may be observed for securities that are similar in many respects to those being
26
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
NOTES TO FINANCIAL STATEMENTS
(Unaudited) (Continued)
valued. The Fund may employ an income approach for certain securities that also takes into account credit risk, interest rate risk, and potential recovery prospects.
The following is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Securities
|
|
|
|
|
|
|
Total Investments
|
|
|
Banking
|
|
|
Financial
Services
|
|
|
Corporate Debt
Securities
|
|
Balance as of 11/30/11
|
|
$
|
3,354,693
|
|
|
$
|
303,500
|
|
|
$
|
2,151,360
|
|
|
$
|
899,833
|
|
Accrued discounts/premiums
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized gain/(loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in unrealized appreciation/ (depreciation)
|
|
|
(275,960
|
)
|
|
|
(280,000
|
)
|
|
|
(55,980
|
)
|
|
|
60,020
|
|
Purchases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfers in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfers out
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of 05/31/12
|
|
$
|
3,078,733
|
|
|
$
|
23,500
|
|
|
$
|
2,095,380
|
|
|
$
|
959,853
|
|
For the six months ended May 31, 2012, total change in unrealized gain/(loss) on Level 3 securities still held
at period-end and included in the change in net assets was $(275,960). Total unrealized gain/(loss) for all securities (including Level 1 and Level 2) can be found on the accompanying Statement of Operations.
Securities transactions and investment income:
Securities transactions are recorded as of the trade date. Realized gains and losses from
securities sold are recorded on the specific identified cost basis. Dividend income is recorded on ex-dividend dates. Interest income is recorded on the accrual basis. The Fund also amortizes premiums and accretes discounts on fixed income
securities using the effective yield method.
Options:
Purchases of options are recorded as an investment, the value of which is
marked-to-market at each valuation date. When the Fund enters into a closing sale transaction, the Fund will record a gain or loss depending on the difference between the purchase and sale price.
When the Fund writes an option, an amount equal to the premium received by the Fund is recorded as a liability, the value of which is
marked-to-market at each valuation date. When a written option expires, the Fund realizes a gain equal to the amount of the premium originally received. When the Fund enters into a closing purchase transaction, the Fund realizes a gain (or loss if
the cost of the closing purchase transaction exceeds the premium received when the option was written) without regard to any unrealized gain or loss on the underlying security, and the liability related to such option is eliminated. When a call
option is exercised, the Fund realizes a gain or loss from the sale of the underlying security and the proceeds from such sale are increased by the amount of the premium originally received. When a put option is exercised, the amount of the premium
originally received will reduce the cost of the security which the Fund purchased upon exercise.
27
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
Repurchase agreements:
The Fund may engage in repurchase agreement transactions. The
Funds investment adviser reviews and approves the eligibility of the banks and dealers with which the Fund may enter into repurchase agreement transactions. The value of the collateral underlying such transactions is at least equal at all
times to the total amount of the repurchase obligations, including interest. The Fund maintains possession of the collateral through its custodian and, in the event of counterparty default, the Fund has the right to use the collateral to offset
losses incurred. There is the possibility of loss to the Fund in the event the Fund is delayed or prevented from exercising its rights to dispose of the collateral securities.
Federal income taxes:
The Fund intends to continue to qualify as a regulated investment company by complying with the requirements under subchapter M of the Internal Revenue Code of 1986, as amended,
applicable to regulated investment companies and intends to distribute substantially all of its taxable net investment income to its shareholders. Therefore, no federal income tax provision is required.
Management has analyzed the Funds tax positions taken on federal income tax returns for all open tax years (November 30, 2011, 2010, 2009 and
2008), and has concluded that no provision for federal income tax is required in the Funds financial statements. The Funds major tax jurisdictions are federal and California. The Funds federal and state income and federal excise
tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.
Dividends and distributions to shareholders:
The Fund expects to declare dividends on a monthly basis to shareholders of Common Stock
(Shareholders). Distributions to Shareholders are recorded on the ex-dividend date. Any net realized short-term capital gains will be distributed to Shareholders at least annually. Any net realized long-term capital gains may be
distributed to Shareholders at least annually or may be retained by the Fund as determined by the Funds Board of Directors. Capital gains retained by the Fund are subject to tax at the capital gains corporate tax rate. Subject to the Fund
qualifying as a regulated investment company, any taxes paid by the Fund on such net realized long-term capital gains may be used by the Funds Shareholders as a credit against their own tax liabilities. The Fund may pay distributions in excess
of the Funds net investment company taxable income and this excess would be a tax-free return of capital distributed from the Funds assets.
Income and capital gain distributions are determined and characterized in accordance with income tax regulations which may differ from US GAAP. These differences are primarily due to (1) differing treatments
of income and gains on various investment securities held by the Fund, including timing differences, (2) the attribution of expenses against certain components of taxable investment income, and (3) federal regulations requiring
proportionate allocation of income and gains to all classes of shareholders.
Distributions from net realized gains for book purposes may
include short-term capital gains, which are included as ordinary income for tax purposes and may exclude amortization of premium and discount on certain fixed income securities, which are not reflected in ordinary income for tax purposes. The tax
character of distributions paid during 2012 and 2011 were as follows:
28
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
NOTES TO FINANCIAL STATEMENTS
(Unaudited) (Continued)
|
|
|
|
|
|
|
|
|
|
|
Distributions paid in fiscal year 2012
|
|
Distributions paid in fiscal year 2011
|
|
|
Ordinary
Income
|
|
Long-Term
Capital Gains
|
|
Ordinary
Income
|
|
Long-Term
Capital Gains
|
|
|
|
|
|
Common
|
|
N/A
|
|
N/A
|
|
$16,473,273
|
|
$0
|
As of November 30, 2011, the components of distributable earnings (i.e., ordinary income and capital gain/loss)
available to Shareholders, on a tax basis, were as follows:
|
|
|
|
|
|
|
Capital (Loss) Carryforward
|
|
Undistributed
Ordinary Income
|
|
Undistributed
Long-Term Gain
|
|
Net Unrealized
Appreciation/(Depreciation)
|
|
|
|
|
$(44,415,121)
|
|
$1,283,571
|
|
$0
|
|
$(20,334,723)
|
The composition of the Funds $44,415,121 accumulated realized capital losses was $25,242,677 and $19,172,444
incurred in 2008 and 2009, respectively. These losses may be carried forward and offset against future capital gains through 2016 and 2017, respectively. During the year ended November 30, 2011, the Fund utilized $2,515,848, $943,555,
$1,648,329, $3,780,448 and $890,927 of capital losses expiring in 2012, 2013, 2014, 2015 and 2016, respectively.
Under the Regulated
Investment Company Modernization Act of 2010 (Modernization Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 indefinitely. However, any losses incurred
during those future taxable years must be utilized prior to the losses incurred in pre-enactment taxable years. As a result, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses
that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term under previous law. The Funds first fiscal year end subject to the Modernization Act is
November 30, 2012.
Excise tax:
The Internal Revenue Code of 1986, as amended, imposes a 4% nondeductible excise tax on the
Fund to the extent the Fund does not distribute by the end of any calendar year at least (1) 98% of the sum of its net investment income for that year and 98.2% of its capital gains (both long-term and short-term) for its fiscal year and
(2) certain undistributed amounts from previous years. The Fund paid $25,576 of federal excise taxes attributable to calendar year 2011 in March 2012.
Additional Accounting Standards:
In May 2011, FASB issued Accounting Standards Update (ASU) No. 2011-04 Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements
in U.S. GAAP and IFRS. ASU 2011-04 includes common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS. ASU 2011-04 will require reporting entities to disclose the following information for fair value
measurements categorized within Level 3 of the fair value hierarchy: quantitative information about the unobservable inputs used in the fair value measurement, the valuation processes used by the reporting entity and a narrative description of the
sensitivity of the fair value measurement to changes in unobservable inputs and the interrelationships between those unobservable inputs. In addition, ASU 2011-04 will require reporting entities to make disclosures about amounts and reasons for all
transfers in and out of Level 1 and Level 2 fair value measurements. The new and revised disclosures are effective for interim and annual reporting periods beginning after December 15, 2011.
29
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
Management is currently evaluating the implications of ASU No. 2011-04 and its impact on the financial statements.
3.
|
Derivative Instruments
|
The Fund intends to
use derivatives primarily to economically hedge against risks in the portfolio, namely interest rate risk and credit risk. Historically the Fund has used options on treasury futures contracts for the purpose of economically hedging against a
significant increase in long-term interest rates. When the strategy has been employed, the Fund would purchase put options on treasury futures contracts that would increase in value if long-term interest rates increased significantly, offsetting
some of the related decline in portfolio asset values. The Fund has also purchased and written call options on treasury futures contracts to supplement the put option strategy and also to reduce the overall cost of the interest rate hedge (by
earning premiums from the net sale of call options).
The Fund has the authority to use other derivatives for hedging or to increase
expected return, but has not employed any of these derivatives to-date and does not anticipate broad use of these derivatives in the near future (although this may change without advance notice). Other approved derivatives strategies include: buying
and selling credit default swaps, interest rate swaps and options thereon (swaptions), and options on securities. Accounting policies for specific derivatives, including the location of these items in the financial statements, are included in Note 2
as appropriate. No assurance can be given that such use of derivatives will achieve their desired purposes or, in the case of hedging, will result in an overall reduction of risk to the Fund.
The Fund did not use any derivatives during the six months ended May 31, 2012 and the fiscal year ended November 30, 2011.
Options on Financial Futures Contracts:
When the interest rate hedging strategy is employed, the Fund intends to use options on financial
futures contracts in much the same way as described above. The risk associated with purchasing options, and therefore the maximum loss the Fund would incur, is limited to the purchase price originally paid. The risk in writing a call option is that
the Fund may forego the opportunity for profit if the market price of the underlying security increases and the option is exercised. The risk in writing a put option is that the Fund may incur a loss if the market price of the underlying security
decreases and the option is exercised.
4.
|
Investment Advisory Fee, Servicing Agent Fee, Administration Fee, Transfer Agent Fee, Custodian Fee, Directors Fees and Chief Compliance Officer Fee
|
Flaherty & Crumrine Incorporated (the Adviser) serves as the Funds investment adviser. The
Fund pays the Adviser a monthly fee at an annual rate of 0.575% of the first $200 million of the Funds average weekly total managed assets, 0.50% of the next $300 million of the Funds average weekly total managed assets, and 0.45% of the
Funds average weekly total managed assets above $500 million.
30
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
NOTES TO FINANCIAL STATEMENTS
(Unaudited) (Continued)
For purposes of calculating the fees payable to the Adviser, Servicing Agent, Administrator and
Custodian, the Funds average weekly total managed assets means the total assets of the Fund (including any assets attributable to any Fund auction market preferred stock that may be outstanding or otherwise attributable to the use of leverage)
minus the sum of accrued liabilities (other than debt, if any, representing financial leverage). For purposes of determining total managed assets, the liquidation preference of any outstanding preferred shares issued by the Fund is not treated as a
liability.
Guggenheim Funds Distributors, LLC (the Servicing Agent) serves as the Funds shareholder servicing agent.
As compensation for its services, the Fund pays the Servicing Agent a fee computed and paid monthly at the annual rate of 0.025% of the first $200 million of the Funds average weekly total managed assets, 0.10% of the next $300 million of the
Funds average weekly total managed assets and 0.15% of the Funds average weekly total managed assets above $500 million.
BNY
Mellon Investment Servicing (US) Inc. (BNY Mellon) serves as the Funds Administrator. As Administrator, BNY Mellon calculates the net asset value of the Funds shares attributable to Common Stock and generally assists in all
aspects of the Funds administration and operation. As compensation for BNY Mellons services as Administrator, the Fund pays BNY Mellon a monthly fee at an annual rate of 0.10% of the first $200 million of the Funds average weekly
total managed assets, 0.04% of the next $300 million of the Funds average weekly total managed assets, 0.03% of the next $500 million of the Funds average weekly total managed assets and 0.02% of the Funds average weekly total
managed assets above $1 billion.
BNY Mellon also serves as the Funds Common Stock dividend-paying agent and registrar (the
Transfer Agent). As compensation for BNY Mellons services as Transfer Agent, the Fund pays BNY Mellon a fee at an annual rate of 0.02% of the first $150 million of the Funds average weekly net assets attributable to Common
Stock, 0.0075% of the next $350 million of the Funds average weekly net assets attributable to Common Stock, and 0.0025% of the Funds average weekly net assets attributable to Common Stock above $500 million, plus certain out-of-pocket
expenses. For purposes of calculating such fee, the Funds average weekly net assets attributable to the Common Stock are deemed to be the average weekly value of the Funds total assets minus the sum of the Funds liabilities. For
this calculation, the Funds liabilities are deemed to include the aggregate liquidation preference of any outstanding preferred shares and the loan principal balance.
The Bank of New York Mellon (the Custodian) serves as the Funds Custodian. As compensation for the Custodians services as custodian, the Fund pays the Custodian a monthly fee at the annual
rate of 0.01% of the first $200 million of the Funds average weekly total managed assets, 0.008% of the next $300 million of the Funds average weekly total managed assets, 0.006% of the next $500 million of the Funds average weekly
total managed assets, and 0.005% of the Funds average weekly total managed assets above $1 billion.
The Fund currently pays each
Director who is not a director, officer or employee of the Adviser a fee of $9,000 per annum, plus $750 for each in-person meeting of the Board of Directors or Audit Committee, $500 for each in-person meeting of the Nominating Committee, and $250
for each telephone meeting. The Audit
31
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
Committee Chairman receives an additional annual fee of $3,000. The Fund also reimburses all Directors for travel and out-of-pocket expenses incurred in connection with such meetings.
The Fund currently pays the Adviser a fee of $37,500 per annum for Chief Compliance Officer services and reimburses out-of-pocket expenses incurred
in connection with providing services in this role.
5.
|
Purchases and Sales of Securities
|
For the
six months ended May 31, 2012, the cost of purchases and proceeds from sales of securities, excluding short-term investments, aggregated $40,963,478 and $43,449,930, respectively.
At May 31, 2012, the aggregate cost of securities for federal income tax purposes was $272,372,716, the aggregate gross unrealized appreciation
for all securities in which there is an excess of value over tax cost was $22,422,791 and the aggregate gross unrealized depreciation for all securities in which there is an excess of tax cost over value was $26,091,139.
At May 31, 2012,
240,000,000 shares of $0.01 par value Common Stock were authorized.
Common Stock transactions were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
05/31/12
|
|
|
Year Ended
11/30/11
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
Shares issued under the Dividend Reinvestment and Cash Purchase Plan
|
|
|
21,512
|
|
|
$
|
389,803
|
|
|
|
27,939
|
|
|
$
|
500,665
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Funds Articles of
Incorporation authorize the issuance of up to 10,000,000 shares of $0.01 par value preferred stock. The Fund does not currently have any issued and outstanding shares of preferred stock.
8.
|
Committed Financing Agreement
|
The Fund has
entered into a committed financing agreement (Financing Agreement) that allows the Fund to borrow on a secured basis, which the Fund uses in the normal course of business as financial leverage. Such leveraging tends to magnify both the
risks and opportunities to Shareholders. The Financing Agreement has been amended from time to time to allow for changes in the committed amount. As of May 31, 2012, the committed amount, and amount borrowed, under the Financing Agreement was
$91.6 million.
Effective August 23, 2011, the lender charges an annualized rate of 0.65% on the undrawn (committed) balance,
and three-month LIBOR (reset quarterly) plus 0.75% on the drawn (borrowed) balance. From January 1, 2011 to August 22, 2011, the lender charged an annualized rate of 0.80% on the undrawn balance and three-month LIBOR (reset quarterly) plus
0.95% on the drawn balance. Prior to January 1,
32
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
NOTES TO FINANCIAL STATEMENTS
(Unaudited) (Continued)
2011, the lender charged an annualized rate of 1.00% on the undrawn balance and three-month LIBOR (reset quarterly) plus 1.10% on the drawn balance. For the six months ended May 31, 2012,
the daily weighted average annualized interest rate on the drawn balance was 1.25% and the average daily loan balance was $91,600,000. LIBOR rates may vary in a manner unrelated to the income received on the Funds assets, which could have
either a beneficial or detrimental impact on net investment income and gains available to Shareholders.
The Fund is required to meet
certain asset coverage requirements under the Financing Agreement and under the 1940 Act. In accordance with the asset coverage requirements, at least two-thirds of the Funds assets are expected to be pledged as collateral assuming the full
committed amount is drawn. Securities pledged as collateral are identified in the portfolio of investments. If the Fund fails to meet these requirements, or maintain other financial covenants required under the Financing Agreement, the Fund may be
required to repay immediately, in part or in full, the amount borrowed under the Financing Agreement. Additionally, failure to meet the foregoing requirements or covenants could restrict the Funds ability to pay dividends to Shareholders and
could necessitate sales of portfolio securities at inopportune times. The Financing Agreement has no stated maturity, but may be terminated by either party without cause with six months advance notice.
Under the terms of the Financing Agreement, the lender has the ability to borrow a portion of the securities pledged as collateral against the loan
(Rehypothecated Securities), subject to certain limits. The Fund receives a fee from the lender in connection with any Rehypothecated Securities. The Fund may recall any Rehypothecated Security at any time and the lender is required to
return the security in a timely fashion. In the event the lender does not return the security, the Fund will have the right to, among other things, apply and set off an amount equal to 100% of the then-current fair market value of such
Rehypothecated Securities against any loan amounts owed to the lender under the Financing Agreement. Rehypothecated Securities are marked-to-market daily and adjusted as necessary so the value of all Rehypothecated Securities does not exceed 100% of
the loan amount under the Financing Agreement. The Fund will continue to earn and receive all dividends, interest, and other distributions on Rehypothecated Securities. Rehypothecated Securities are identified in the Portfolio of Investments listing
and fees earned from rehypothecation are included in the Statement of Operations.
9.
|
Portfolio Investments, Concentration and Investment Quality
|
The Fund invests primarily in a diversified portfolio of preferred and debt securities. This includes fully taxable preferred securities and traditional preferred stocks eligible for the inter-corporate dividends
received deduction (DRD). Under normal market conditions, at least 50% of the value of the Funds total assets will be invested in preferred securities. Also, under normal market conditions, the Fund invests at least 25% of its
total assets in the financials sector, which for this purpose is comprised of the bank, thrifts & mortgage finance, diversified financial services, finance, consumer finance, capital markets, asset management & custody, investment banking
& brokerage, insurance, insurance brokers, and real estate investment trusts (REIT) industries. From time to time, the Fund may have 25% or more of its total assets invested in any one of these industries. The Funds portfolio may therefore
be subject to greater risk and market fluctuation than a portfolio of securities representing a broader range of investment alternatives.
33
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
The Fund may invest up to 20% of its assets at the time of purchase in securities rated below
investment grade by all of Moodys, S&P and Fitch, provided that (a) such securities are rated at least Ba3 by Moodys, BB- by S&P, or BB- by Fitch or (b) such securities are issued by
an issuer having an outstanding class of senior debt rated investment grade by any one of Moodys, S&P, or Fitch at the time of purchase. Thus, the Fund may invest in securities rated below Ba3 by Moodys, BB-
by S&P and BB- by Fitch if the issuer has investment grade senior debt outstanding. In addition, the Fund may invest in unrated securities that the Funds investment adviser deems to be comparable in quality to rated issues in
which the Fund is authorized to invest.
The Fund may invest up to 15% of its total assets in common stocks, which total includes those
convertible securities that trade in close relationship to the underlying common stock of an issuer. Certain of its investments in hybrid, i.e., fully taxable, preferred securities will be considered debt securities to the extent that, in the
opinion of the Adviser, such investments are deemed to be debt-like in key characteristics. Typically, a security will not be considered debt-like (a) if an issuer can defer payment of income for eighteen months or more without triggering an
event of default and (b) if such issue is a junior and fully subordinated liability of an issuer or its ultimate guarantor.
In
addition to foreign money market securities, the Fund may invest up to 30% of its total assets in the securities of companies organized or having their principal place of business outside the United States. All foreign securities held by the Fund
will be denominated in U.S. dollars.
The Fund may employ certain investment techniques in accordance with its fundamental investment
policies. These may include the use of when-issued and delayed delivery transactions. Securities purchased or sold on a when-issued or delayed delivery basis may be settled within 45 days after the date of the transaction. The Fund may also enter
into transactions, in accordance with its investment policies, involving short sales of securities and purchases of securities on margin. Such transactions may expose the Fund to credit and market valuation risk greater than that associated with
regular trade settlement procedures.
Management has evaluated
the impact of all subsequent events on the Fund through the date the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.
34
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
ADDITIONAL INFORMATION (Unaudited)
Dividend Reinvestment and Cash Purchase Plan
Under the Funds Dividend Reinvestment and Cash Purchase Plan (the Plan), a shareholder whose Common Stock is registered in his or
her own name will have all distributions reinvested automatically by BNY Mellon as agent under the Plan, unless the shareholder elects to receive cash. Registered shareholders may elect to receive cash by contacting BNY Mellon at the number provided
below. If shares are registered in the name of a broker-dealer or other nominee (that is, in street name) and the broker or nominee participates in the Plan, distributions may be reinvested by the broker or nominee in additional shares
under the Plan, unless the shareholder elects to receive distributions in cash. Shareholders may elect to receive cash by contacting their broker or nominee. A shareholder who holds Common Stock registered in the name of a broker or other nominee
may not be able to transfer the Common Stock to another broker or nominee and continue to participate in the Plan. Investors who own Common Stock registered in street name should consult their broker or nominee for details regarding reinvestment.
The number of shares of Common Stock distributed to participants in the Plan in lieu of a cash dividend is determined in the following
manner. Whenever the market price per share of the Funds Common Stock is equal to or exceeds the net asset value per share on the valuation date, participants in the Plan will be issued new shares valued at the higher of net asset value or 95%
of the then current market value. Otherwise, BNY Mellon will buy shares of the Funds Common Stock in the open market, on the New York Stock Exchange (NYSE) or elsewhere, on or shortly after the payment date of the dividend or
distribution and continuing until the ex-dividend date of the Funds next distribution to holders of the Common Stock or until it has expended for such purchases all of the cash that would otherwise be payable to the participants. The number of
purchased shares that will then be credited to the participants accounts will be based on the average per share purchase price of the shares so purchased, including brokerage commissions. If BNY Mellon commences purchases in the open market
and the then current market price of the shares (plus any estimated brokerage commissions) subsequently exceeds their net asset value most recently determined before the completion of the purchases, BNY Mellon will attempt to terminate purchases in
the open market and cause the Fund to issue the remaining dividend or distribution in shares. In this case, the number of shares received by the participant will be based on the weighted average of prices paid for shares purchased in the open market
and the price at which the Fund issues the remaining shares. These remaining shares will be issued by the Fund at the higher of net asset value or 95% of the then current market value.
Plan participants are not subject to any charge for reinvesting dividends or capital gains distributions. Each Plan participant will, however, bear
a proportionate share of brokerage commissions incurred with respect to BNY Mellons open market purchases in connection with the reinvestment of dividends or capital gains distributions. For the six months ended May 31, 2012, $447 in
brokerage commissions were incurred.
The automatic reinvestment of dividends and capital gains distributions will not relieve Plan
participants of any income tax that may be payable on the dividends or capital gains distributions. A participant in the Plan will be treated for Federal income tax purposes as having received, on the dividend payment date, a dividend or
distribution in an amount equal to the cash that the participant could have received instead of shares.
35
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
ADDITIONAL INFORMATION (Unaudited) (Continued)
In addition to acquiring shares of Common Stock through the reinvestment of cash dividends and
distributions, a shareholder may invest any further amounts from $100 to $3,000 semi-annually at the then current market price in shares purchased through the Plan. Such semi-annual investments are subject to any brokerage commission charges
incurred by BNY Mellon under the Plan.
A shareholder whose Common Stock is registered in his or her own name may terminate participation
in the Plan at any time by notifying BNY Mellon in writing, by completing the form on the back of the Plan account statement and forwarding it to BNY Mellon, or by calling BNY Mellon directly. A termination will be effective immediately if notice is
received by BNY Mellon not less than 10 days before any dividend or distribution record date. Otherwise, the termination will be effective, and only with respect to any subsequent dividends or distributions, on the first day after the dividend or
distribution has been credited to the participants account in additional shares of the Fund. Upon termination and according to a participants instructions, BNY Mellon will either (a) issue certificates for the whole shares credited
to the shareholders Plan account and a check representing any fractional shares or (b) sell the shares in the market. Shareholders who hold Common Stock registered in the name of a broker or other nominee should consult their broker or
nominee to terminate participation.
The Plan is described in more detail in the Funds Plan brochure. Information concerning the
Plan may be obtained from BNY Mellon at 1-866-351-7446.
Additional Compensation Agreement
The Adviser has agreed to compensate Merrill Lynch from its own resources at an annualized rate of 0.15% of the Funds total managed assets for
certain services, including after-market support services designed to maintain the visibility of the Fund.
Proxy Voting Policies and Proxy Voting
Record on Form N-PX
The Fund files Form N-PX with its complete proxy voting record for the 12 months ended
June 30
th
no later than August 31
st
of each year. The Fund filed its latest Form N-PX with the Securities and Exchange
Commission (SEC) on August 22, 2011. This filing as well as the Funds proxy voting policies and procedures are available (i) without charge, upon request, by calling the Funds transfer agent at 1-866-351-7446 and
(ii) on the SECs website at
www.sec.gov
. In addition, the Funds proxy voting policies and procedures are available on the Funds website at
www.fcclaymore.com
.
Portfolio Schedule on Form N-Q
The Fund
files a complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters on Form N-Q, the latest of which was filed for the quarter ended February 29, 2012. The Funds Form N-Q is available on the SECs
website at
www.sec.gov
or may be viewed and obtained from the SECs Public Reference Room in Washington D.C. Information on the operation of the Public Reference Section may be obtained by calling 1-800-SEC-0330.
36
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
ADDITIONAL INFORMATION (Unaudited)
(Continued)
Portfolio Management Team
In managing the day-to-day operations of the Fund, the Adviser relies on the expertise of its team of money management professionals, consisting of Messrs. Crumrine, Ettinger, Stone and Chadwick. The professional
backgrounds of each member of the management team are included in the Information about Fund Directors and Officers section of this report.
Meeting of Shareholders
On April 19, 2012,
the Fund held its Annual Meeting of Shareholders (the Annual Meeting) for the following purposes: (i) election of Directors of the Fund (Proposal 1) and (ii) to approve a change to the Funds fundamental investment
policy regarding concentration of investments (Proposal 2). The proposals were approved by the shareholders and the results of the voting are as follows:
Proposal 1: Election of Directors.
|
|
|
|
|
|
|
|
|
Name
|
|
For
|
|
|
Withheld
|
|
Morgan Gust
|
|
|
5,578,927
|
|
|
|
168,732
|
|
Karen H. Hogan
|
|
|
5,571,526
|
|
|
|
176,133
|
|
Donald F. Crumrine, David Gale and Robert F. Wulf continue to serve in their capacities as Directors of the Fund.
Proposal 2: Approve a change to the Funds fundamental investment policy regarding concentration of investments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
|
Against
|
|
|
Abstain
|
|
Proposal 2-A:
|
|
Revise the fundamental investment policy relating to concentration of investments in the banking industry
|
|
|
4,499,540
|
|
|
|
229,783
|
|
|
|
102,763
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
|
Against
|
|
|
Abstain
|
|
Proposal 2-B:
|
|
Revise the fundamental investment policy relating to concentration of investments in the utilities industry
|
|
|
4,480,374
|
|
|
|
249,673
|
|
|
|
102,039
|
|
37
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
ADDITIONAL INFORMATION (Unaudited) (Continued)
Information about Fund Directors and Officers
The business and affairs of the Fund are managed under the direction of the Funds Board of Directors. Information pertaining to the Directors
and officers of the Fund is set forth below.
|
|
|
|
|
|
|
|
|
|
|
Name, Address,
and Age
|
|
Current
Position(s)
Held with Fund
|
|
Term of Office
and Length of
Time Served*
|
|
Principal
Occupation(s)
During Past
Five Years
|
|
Number of Funds
in Fund Complex
Overseen
by Director**
|
|
Other
Public Companies
Board
Memberships
During Past Five Years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-INTERESTED DIRECTORS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David Gale
Delta Dividend Group, Inc. 220 Montgomery Street Suite 426
San Francisco, CA 94104 Age: 63
|
|
Director
|
|
Class I Director since
August 2003
|
|
President of Delta
Dividend Group, Inc.
(investments)
|
|
4
|
|
Metromedia
International Group,
Inc. and Emmis
Communications
|
|
|
|
|
|
|
Morgan Gust
301 E. Colorado Boulevard Suite 720
Pasadena, CA 91101
Age: 65
|
|
Director
and
Nominating
and Governance Committee Chairman
|
|
Class II Director since
August 2003
|
|
Owner and operator of various entities engaged
in agriculture and real estate; Former President
of Giant Industries, Inc. (petroleum refining and marketing) from March 2002 through June
2007
|
|
4
|
|
CoBiz Financial, Inc. (financial services)
|
|
|
|
|
|
|
Karen H. Hogan
301 E. Colorado Boulevard Suite 720
Pasadena, CA 91101
Age: 51
|
|
Director
|
|
Class II Director since
July 2005
|
|
Financial Consultant;
Active Board Member, Committee Member and Volunteer to several non- profit organizations. Board Member, IKAR, a non-
profit organization.
|
|
4
|
|
None
|
*
|
The Funds Board of Directors is divided into three classes, each class having a term of three years. Each year the term of office of one class expires and the successor or
successors elected to such class serve for a three year term. The three year term for each class expires as follows:
|
Class I Director
three year term expires at the Funds 2014 Annual Meeting of Shareholders; director may continue in office until his successor is duly elected and qualified.
Class II Directors
three year term expires at the Funds 2015 Annual Meeting of Shareholders; directors may
continue in office until their successors are duly elected and qualified.
Class III Directors
three year
term expires at the Funds 2013 Annual Meeting of Shareholders; directors may continue in office until their successors are duly elected and qualified.
**
|
Each Director also serves as a Director for Flaherty & Crumrine Preferred Income Fund, Flaherty & Crumrine Preferred Income Opportunity Fund, and
Flaherty & Crumrine/Claymore Preferred Securities Income Fund.
|
38
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
ADDITIONAL INFORMATION (Unaudited)
(Continued)
|
|
|
|
|
|
|
|
|
|
|
Name, Address,
and Age
|
|
Current
Position(s)
Held with Fund
|
|
Term of Office
and Length of
Time Served*
|
|
Principal
Occupation(s)
During Past
Five Years
|
|
Number of Funds
in Fund Complex
Overseen
by Director**
|
|
Other
Public Company
Board
Memberships
During Past Five Years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-INTERESTED DIRECTORS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert F. Wulf
47-154 El Menara Circle Palm Desert, CA 92260 Age: 75
|
|
Director
and Audit Committee Chairman
|
|
Class III Director since
August 2003
|
|
Financial Consultant; Trustee, University of Oregon Foundation; Trustee, San Francisco Theological Seminary
|
|
4
|
|
None
|
|
|
|
|
|
|
INTERESTED
DIRECTOR:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donald F. Crumrine
301 E. Colorado Boulevard Suite 720
Pasadena, CA 91101
Age: 64
|
|
Director, Chairman of
the Board and Chief
Executive Officer
|
|
Class III Director since
August 2003
|
|
Chairman of the Board
and Director of Flaherty & Crumrine Incorporated
|
|
4
|
|
None
|
*
|
The Funds Board of Directors is divided into three classes, each class having a term of three years. Each year the term of office of one class expires and the successor or
successors elected to such class serve for a three year term. The three year term for each class expires as follows:
|
Class I Director
three year term expires at the Funds 2014 Annual Meeting of Shareholders; director may continue in office until his successor is duly elected and qualified.
Class II Directors
three year term expires at the Funds 2015 Annual Meeting of Shareholders; directors may
continue in office until their successors are duly elected and qualified.
Class III Directors
three year
term expires at the Funds 2013 Annual Meeting of Shareholders; directors may continue in office until their successors are duly elected and qualified.
**
|
Each Director also serves as a Director for Flaherty & Crumrine Preferred Income Fund; Flaherty & Crumrine Preferred Income Opportunity Fund, and
Flaherty & Crumrine/Claymore Preferred Securities Income Fund.
|
|
Interested person of the Fund as defined in the 1940 Act. Mr. Crumrine is considered an interested person because of his affiliation with
Flaherty & Crumrine Incorporated, which acts as the Funds investment adviser.
|
39
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
ADDITIONAL INFORMATION (Unaudited) (Continued)
|
|
|
|
|
|
|
Name, Address,
and Age
|
|
Current
Position(s)
Held with Fund
|
|
Term of Office
and Length of
Time Served
|
|
Principal
Occupation(s)
During Past
Five Years
|
|
|
|
|
OFFICERS:
|
|
|
|
|
|
|
|
|
|
|
Robert M. Ettinger
301 E. Colorado Boulevard Suite 720
Pasadena, CA 91101
Age: 53
|
|
President
|
|
Since
August 2003
|
|
President and Director of Flaherty &
Crumrine Incorporated
|
|
|
|
|
R. Eric Chadwick
301 E. Colorado Boulevard Suite 720
Pasadena, CA 91101
Age: 37
|
|
Chief Financial Officer, Vice President and Treasurer
|
|
Since
July 2004
|
|
Vice President and Director of
Flaherty & Crumrine Incorporated
|
|
|
|
|
Chad C. Conwell
301 E. Colorado Boulevard Suite 720
Pasadena, CA 91101
Age: 39
|
|
Chief Compliance Officer, Vice President and Secretary
|
|
Since
July 2005
|
|
Chief Compliance Officer & Vice
President of Flaherty & Crumrine
Incorporated; Director of Flaherty &
Crumrine Incorporated since
January 2011
|
|
|
|
|
Bradford S. Stone
47 Maple Street
Suite 403
Summit, NJ 07901
Age: 52
|
|
Vice President
and Assistant Treasurer
|
|
Since
August 2003
|
|
Vice President and Director of
Flaherty & Crumrine Incorporated
|
|
|
|
|
Laurie C. Lodolo
301 E. Colorado Boulevard Suite 720
Pasadena, CA 91101
Age: 48
|
|
Assistant Compliance
Officer, Assistant Treasurer and Assistant Secretary
|
|
Since
July 2004
|
|
Assistant Compliance Officer and
Secretary of Flaherty & Crumrine
Incorporated
|
|
|
|
|
Linda M. Puchalski
301 E. Colorado Boulevard Suite 720
Pasadena, CA 91101
Age: 55
|
|
Assistant
Treasurer
|
|
Since
August 2010
|
|
Administrator of Flaherty & Crumrine
Incorporated
|
40
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
ADDITIONAL INFORMATION (Unaudited)
(Continued)
BOARD CONSIDERATION AND APPROVAL OF CONTINUANCE OF INVESTMENT ADVISORY AGREEMENT
On January 24, 2012, the Board of Directors of the Fund approved the continuation of the existing investment advisory agreement with the Adviser
(the Investment Advisory Agreement). The following paragraphs summarize the material information and factors considered by the Board, including the Non-Interested Directors, as well as their conclusions relative to such factors.
In considering whether to approve the Funds Investment Advisory Agreement, the Board members considered and discussed a
substantial amount of information and analysis provided, at the Boards request, by the Adviser. The Board members also considered detailed information regarding performance and expenses of other investment companies thought to be generally
comparable to the Fund. The Board members discussed with management this and other information relating to the Investment Advisory Agreement during a Special Meeting held on January 17, 2012 for that specific purpose. In reaching their
determinations relating to continuance of the Investment Advisory Agreement, the Board members considered these discussions and all other factors they believed relevant, including the factors discussed below and their multi-year experience as
directors of the Fund. In their deliberations, Board members did not identify any particular information that was all-important or controlling, and Board members may have attributed different weights to the various factors. The Board members
evaluated this information, and all other information available to them for the Fund, and their determinations were made separately in respect of each other fund advised by the Adviser. In particular, the Board members focused on the following with
respect to the Fund.
Nature, Extent and Quality of Services
The Board members reviewed in detail the nature and extent of services provided by the Adviser and the quality of those services over the past year and since inception. The Board members noted that these services
included managing the Funds investment program, as well as the continued provision of significant administrative services beyond what the Investment Advisory Agreement required. The Board members noted that the Adviser also provided, generally
at its expense: office facilities for use by the Fund; personnel responsible for supervising the performance of administrative, accounting and related services; and investment compliance monitoring. Board members also considered the Advisers
sound financial condition and the Advisers commitment to its business, in part evidenced by the Adviser maintaining its staff despite materially lower revenues during 2008 and 2009. The Board members evaluated the Advisers services based
on their direct experience serving as Directors for many years, focusing on (i) the Advisers knowledge of the preferred securities market generally and the sophisticated hedging strategies the Fund had employed until late 2008, the reasons why
that strategy would have been ineffective during and after the recent market dislocation, why the Adviser has suspended its customary hedging strategy, and its focus on, and internal resources dedicated to, identifying opportunities to add
additional value through hedging and other sophisticated financial transactions, and (ii) the Advisers culture of compliance. The Board members reviewed the personnel responsible for providing services to the Fund and observed that, based on
their experience and interaction with the Adviser: (1) the Advisers personnel exhibited a high level of personal
41
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
ADDITIONAL INFORMATION (Unaudited) (Continued)
integrity, diligence and attention to detail in carrying out their responsibilities under the Investment Advisory Agreement; (2) the Adviser was responsive to requests of the Board, and its
personnel were available between Board meetings to answer questions from Board members; and (3) the Adviser had kept the Board apprised of developments relating to the Fund. The Board members also considered continued efforts undertaken by the
Adviser to maintain an effective compliance program. The Board members concluded that the nature and extent of the services provided were reasonable and appropriate in relation to the Funds investment goals and strategies, the corporate and
regulatory environment in which the Fund operates, the level of services provided by the Adviser, and that the quality of the Advisers service continues to be high.
Investment Performance
As occurred last year, Board members took note of the extraordinary
market conditions since 2008, the more recent recovery in markets for the Funds securities and the Funds recent strong performance, which evidenced the Advisers continued adherence to its investment discipline. The Board members
considered the Funds relative performance since inception, including its performance in recent fiscal periods, including its disappointing absolute performance over certain periods that preceded the recent periods of strong performance. The
Board members reviewed the Funds performance compared to relevant indices and funds thought to be generally comparable to the Fund and examined differences between the Fund and certain funds in the comparison group. The Board members also
reviewed relative fees and expenses of the Fund and the funds in the comparison group, including comparative advisory fee, administration fee and total expense ratios, and noted that the Fund had below average advisory fees and below average
advisory/administration/shareholder service fees.
Profitability
The Board members considered the Advisers methodology for determining its profitability with respect to the Fund, and the Advisers profit margin on an after-tax basis attributable to managing the Fund
based on two expense allocation methods. The Board members noted, in recent years, that declining assets under management, when compared to historic highs, had led to declining Adviser profitability, but noted with approval the Advisers
continued commitment to maintaining existing personnel and service levels. The Board members also considered the increased profitability for 2011 attributable in large part to the recovery of preferred stock prices and the related increase in fees.
The Board members also considered that the Adviser provided, at a lower cost, services to separate account clients and determined that the difference was justified in light of the additional services and costs associated with managing registered
investment companies, such as the Fund. The Board members accepted the Advisers statement that it did not realize material indirect benefits from its relationship with the Fund and did not obtain soft dollar credits from securities trading.
Economies of Scale
The Board
members noted that the Fund, as a closed-end investment company, was not expected to increase materially in size and, based on adverse market conditions and related deleveraging, the Funds size had declined significantly from historic highs
although recently aggregate assets had increased as a result of market appreciation. In light of these circumstances, specifically the lack of material asset growth
42
Flaherty & Crumrine/Claymore Total Return Fund Incorporated
ADDITIONAL INFORMATION (Unaudited)
(Continued)
over time, the Adviser would not benefit from economies of scale, especially where personnel and other Adviser costs of providing services did not decline commensurately. The Board members
considered whether economies of scale could be realized because the Adviser advises other similar funds. Based on their experience, the Board members accepted the Advisers explanation that significant economies of scale would not be realized
because of the complexity of managing preferred securities for separate funds and other portfolios. Nonetheless, the Board members noted that the Funds advisory fee schedule declines as assets increase beyond a certain level (commonly known as
a breakpoint), and that breakpoints provide for a sharing with shareholders of benefits derived as a result of economies of scale arising from increased assets. Accordingly, the Board members determined that the existing advisory fee
levels reflect possible economies of scale, and possibly at levels more favorable to the Fund than might have been negotiated had the substantial volatility of the Funds asset levels been anticipated at the time the breakpoints had been agreed
upon.
In light of their discussions and considerations as described above, the Board members made the following determinations:
|
|
|
the nature and extent of the services provided by the Adviser are reasonable and appropriate, and the quality of the services is high;
|
|
|
|
the Funds overall performance over time has been satisfactory, and its absolute performance for recent periods was reflective of market conditions, given
the Funds investment policies and strategies and the Advisers adherence to them, which is responsible for the recent strong performance as markets stabilized;
|
|
|
|
the fee paid to the Adviser was reasonable in light of (i) comparative performance and expense and advisory fee information, considered over relevant time
periods, (ii) the cost of the services provided and profits to be realized, and (iii) the benefits derived or to be derived by the Adviser from the relationship with the Fund; and
|
|
|
|
there were not at this time significant economies of scale to be realized by the Adviser in managing the Funds assets, and the fee was structured to
provide for a sharing of the benefits of economies of scale.
|
Based on these conclusions, the Board members determined
that approval of the Investment Advisory Agreement was in the best interests of the Fund and its shareholders.
43
Directors
Donald F. Crumrine, CFA
Chairman of the Board
David Gale
Morgan Gust
Karen H. Hogan
Robert F. Wulf, CFA
Officers
Donald F. Crumrine, CFA
Chief Executive Officer
Robert M. Ettinger, CFA
President
R. Eric Chadwick, CFA
Chief Financial Officer,
Vice President and Treasurer
Chad C. Conwell
Chief Compliance Officer,
Vice President and Secretary
Bradford S. Stone
Vice President and
Assistant Treasurer
Laurie C. Lodolo
Assistant Compliance Officer,
Assistant Treasurer and
Assistant Secretary
Linda M. Puchalski
Assistant Treasurer
Investment Adviser
Flaherty & Crumrine Incorporated
e-mail:
flaherty@pfdincome.com
Servicing Agent
Guggenheim Funds Distributors, LLC 1-866-233-4001
Questions concerning your shares of Flaherty & Crumrine/Claymore Total Return Fund?
|
|
|
If your shares are held in a Brokerage Account, contact your Broker.
|
|
|
|
If you have physical possession of your shares in certificate form, contact the Funds Transfer Agent
|
BNY Mellon Shareowner Services
P.O. Box 358035
Pittsburgh, PA 15252-8035
1-866-351-7446
This report is sent to shareholders of Flaherty & Crumrine/Claymore Total Return Fund Incorporated for their
information. It is not a Prospectus, circular or representation intended for use in the purchase or sale of shares of the Fund or of any securities mentioned in this report.
Semi-Annual
Report
May 31, 2012
www.fcclaymore.com
Not applicable.
Item 3.
|
Audit Committee Financial Expert.
|
Not
applicable.
Item 4.
|
Principal Accountant Fees and Services.
|
Not applicable.
Item 5.
|
Audit Committee of Listed registrants.
|
Not applicable.
(a)
|
Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under
Item 1 of this form.
|
Item 7.
|
Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
|
Not applicable.
Item 8.
|
Portfolio Managers of Closed-End Management Investment Companies.
|
There has been no change, as of the date of this filing, in any of the portfolio managers identified in response to paragraph (a)(1) of this Item in the registrants most recently filed annual report
on Form N-CSR.
Item 9.
|
Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
|
Not applicable.
Item 10.
|
Submission of Matters to a Vote of Security Holders.
|
There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrants board of directors, where those changes were implemented after the
registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.
Item 11.
|
Controls and Procedures.
|
|
(a)
|
The registrants principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrants
disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the 1940 Act) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that
includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of
1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).
|
|
(b)
|
There were no changes in the registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that
occurred during the registrants second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting.
|
|
(a)(2)
|
Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.
|
|
(b)
|
Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
(registrant) Flaherty &
Crumrine/Claymore Total Return Fund Incorporated
|
|
|
|
|
By (Signature and Title)*
|
|
/s/ Donald F. Crumrine
|
|
|
|
|
Donald F. Crumrine, Director, Chairman of the Board and Chief
Executive Officer
|
|
|
|
|
(principal executive officer)
|
|
|
Date 7/24/2012
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
|
|
|
|
|
By (Signature and Title)*
|
|
/s/ Donald F. Crumrine
|
|
|
|
|
Donald F. Crumrine, Director, Chairman of the Board and Chief
Executive Officer
|
|
|
|
|
(principal executive officer)
|
|
|
Date 7/24/2012
|
|
|
|
|
By (Signature and Title)*
|
|
/s/ R. Eric Chadwick
|
|
|
|
|
R. Eric Chadwick, Chief Financial Officer, Treasurer
and Vice President
|
|
|
|
|
(principal financial officer)
|
|
|
Date 7/24/2012
*
|
Print the name and title of each signing officer under his or her signature.
|
Flaherty and Crumrine To... (NYSE:FLC)
Historical Stock Chart
From Sep 2024 to Oct 2024
Flaherty and Crumrine To... (NYSE:FLC)
Historical Stock Chart
From Oct 2023 to Oct 2024