FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND (NYSE: FMO)
GUGGENHEIM BUILD AMERICA BONDSTAXABLE MUNICIPAL MANAGED DURATION TRUST (NYSE: GBAB)
GUGGENHEIM CREDIT ALLOCATION FUND (NYSE: GGM)
GUGGENHEIM ENHANCED EQUITY INCOME FUND (NYSE: GPM)
GUGGENHEIM ENHANCED EQUITY STRATEGY FUND (NYSE: GGE)GUGGENHEIM EQUAL WEIGHT ENHANCED EQUITY INCOME FUND (NYSE: GEQ)GUGGENHEIM STRATEGIC OPPORTUNITIES FUND (NYSE: GOF)
227 West Monroe Street, 7th Floor
Notice is hereby given to the holders of common shares of beneficial interest, par value $0.01 per share (“Shares”), of each of Fiduciary/Claymore MLP Opportunity Fund (“FMO”), Guggenheim Build America BondsTaxable Municipal Managed Duration Trust (“GBAB”), Guggenheim Credit Allocation Fund (“GGM”), Guggenheim Enhanced Equity Income Fund (“GPM”), Guggenheim Enhanced Equity Strategy Fund (“GGE”), Guggenheim Equal Weight Enhanced Equity Income Fund (“GEQ”) and Guggenheim Strategic Opportunities Fund (“GOF”) (FMO, GBAB, GGM, GBAB, GPM. GGE, GEQGPM, and GOF are each referred to herein as a “Fund” and collectively as the “Funds”) that the joint annual meeting of shareholders of the Funds (the “Annual Meeting”) will be held at the offices of Guggenheim Funds Investment Advisors, LLC, 227 West Monroe Street, Chicago, Illinois 60606, on Wednesday,Thursday, April 29, 2015,26, 2018, at 10:11:00 a.m. (Central time). The Annual Meeting is being held for the following purposes:
1. To elect Trustees in the following manner:
(a) With respect to each of FMO, GBAB, GGM, and GPM:
(i) To elect, as Class II Trustees, the Trustee nominees named in the accompanying proxy statement (Dr. Jerry B. Farley, Mr. Roman Friedrich III, Mr. Ronald A. Nyberg,) to serve until each Fund’s 2021 annual meeting of shareholders or until their respective successors shall have been elected and qualified.
(b) With respect to GOF only:
(i) To elect, as Class I Trustees, the Trustee nominees named in the accompanying proxy statement (Mr. Randall C. Barnes, Mr. Donald A. Chubb, Jr., Mr. Roman Friedrich III and Ms. Amy J. Lee) to serve until
the Fund’s 2020 annual meeting of shareholders or until their respective successors shall have been elected and qualified.
To |
THE BOARD OF TRUSTEES (THE “BOARD”) OF EACH FUND, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE NOMINEES OF THE BOARD OF YOUR FUND LISTED IN THE ACCOMPANYING PROXY STATEMENT.
The Board of each Fund has fixed the close of business on March 20, 2015,21, 2018, as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments, postponements or delays thereof.
It is important that your Shares be represented at the Annual Meeting in person or by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to complete, sign, date, and return the enclosed proxy card in the postage-paid envelope provided or vote via telephone or the Internet pursuant to the instructions on the enclosed proxy card so you will be represented at the Annual Meeting. If you attend the Annual Meeting and wish to vote in person, you will be able to do so and your vote at the Annual Meeting will revoke any proxy you may have submitted. Merely attending the Annual Meeting, however, will not revoke any previously submitted proxy.
By order of the
Board of each Fund:
Brian E. Binder
Chief Executive Officer and President of each Fund
Chicago, Illinois
YOUR VOTE IS IMPORTANT
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED OR VOTE VIA TELEPHONE OR THE INTERNET PURSUANT TO THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD. IN ORDER TO SAVE THE FUNDS ANY ADDITIONAL EXPENSE OF FURTHER SOLICITATION, PLEASE MAIL YOUR PROXY CARD OR VOTE VIA TELEPHONE OR THE INTERNET PROMPTLY.
IF YOU WISH TO ATTEND THE ANNUAL MEETING AND VOTE IN PERSON, YOU WILL BE ABLE TO DO SO. IF YOU INTEND TO ATTEND THE ANNUAL MEETING IN PERSON AND YOU ARE A RECORD HOLDER OF A FUND’S SHARES, IN ORDER TO GAIN ADMISSION YOU MUST SHOW PHOTOGRAPHIC IDENTIFICATION, SUCH AS YOUR DRIVER’S LICENSE. IF YOU INTEND TO ATTEND THE ANNUAL MEETING IN PERSON AND YOU HOLD YOUR SHARES THROUGH A BANK, BROKER OR OTHER CUSTODIAN, IN ORDER TO GAIN ADMISSION YOU MUST SHOW PHOTOGRAPHIC IDENTIFICATION, SUCH AS YOUR DRIVER’S LICENSE, AND SATISFACTORY PROOF OF OWNERSHIP OF SHARES OF A FUND, SUCH AS YOUR VOTING INSTRUCTION FORM (OR A COPY THEREOF) OR BROKER’S STATEMENT INDICATING OWNERSHIP AS OF A RECENT DATE. IF YOU HOLD YOUR SHARES IN A BROKERAGE ACCOUNT OR THROUGH A BANK OR OTHER NOMINEE, YOU WILL NOT BE ABLE TO VOTE IN PERSON AT THE ANNUAL MEETING UNLESS YOU HAVE PREVIOUSLY REQUESTED AND OBTAINED A “LEGAL PROXY” FROM YOUR BROKER, BANK OR OTHER NOMINEE AND PRESENT IT AT THE ANNUAL MEETING.
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FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND (NYSE: FMO)
GUGGENHEIM BUILD AMERICA BONDSTAXABLE MUNICIPAL MANAGED DURATION
FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS
This proxy statement (“Proxy Statement”) is furnished to the holders of common shares of beneficial interest, par value $0.01 per share (“Shares”), of Fiduciary/Claymore MLP Opportunity Fund (“FMO”), Guggenheim Build America BondsTaxable Municipal Managed Duration Trust (“GBAB”), Guggenheim Credit Allocation Fund (“GGM”), Guggenheim Enhanced Equity Income Fund (“GPM”), Guggenheim Enhanced Equity Strategy Fund (“GGE”), Guggenheim Equal Weight Enhanced Equity Income Fund (“GEQ”) and Guggenheim Strategic Opportunities Fund (“GOF”) (FMO, GBAB, GGM, GBAB, GPM. GGE, GEQGPM, and GOF are each referred to herein as a “Fund” and collectively as the “Funds”) in connection with the solicitation by the Board of Trustees (the “Board”) of each Fund of proxies to be voted at the joint annual meeting of shareholders of the Funds to be held on Wednesday,Thursday, April 29, 2015,26, 2018, and any adjournments, postponements or delays thereof (the “Annual Meeting”). The Annual Meeting will be held at the offices of Guggenheim Funds Investment Advisors, LLC, 227 West Monroe Street, Chicago, Illinois 60606 on Wednesday,Thursday, April 29, 2015,26, 2018, at 10:11:00 a.m. (Central time).
This Proxy Statement will give you the information you need to vote on the matters listed on the accompanying Notice of Joint Annual Meeting of Shareholders (“Notice of Joint Annual Meeting”). Much of the information in this Proxy Statement is required under rules of the U.S. Securities and Exchange Commission (“SEC”). If there is anything you don’t understand, please contact us at our toll-free number, (800) 345-7999.
Each Fund will furnish to any shareholder, without charge, a copy of such Fund’s most recent annual report and/or semi-annual report to
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The Notice of Annual Meeting, this Proxy Statement and the enclosed proxy card(s) are first being sent to the Funds’ shareholders on or about March 27, 2015.
• Why is a shareholder meeting being held?
The Shares of each Fund are listed on the New York Stock Exchange (“NYSE”) and the rules of the NYSE require each Fund to hold an annual meeting of shareholders to elect Trustees each fiscal year.
• What Proposal will be voted on?
To elect Trustees in the following manner:
(a) With respect to each of FMO, GBAB, GGM, and GPM:
(i) To elect, as Class II Trustees, the Trustee nominees named in this proxy statement (Dr. Jerry B. Farley, Mr. Roman Friedrich III, Mr. Ronald A. Nyberg) to serve until each Fund’s 2021 annual meeting of shareholders or until their respective successors shall have been elected and qualified.
(b) With respect to GOF only:
(i) To elect, as Class I Trustees, the Trustee nominees named in this proxy statement (Mr. Randall C. Barnes, Mr. Donald A. Chubb, Jr., Mr. Roman Friedrich III and Ms. Amy J. Lee) to serve until the Fund’s 2020 annual meeting of shareholders or until their respective successors shall have been elected and qualified.
• Will my vote make a difference?
Yes!
Your vote is important and could make a difference in the governance of the Fund(s), no matter how many Shares you own.• Who is asking for my vote?
The enclosed proxy card is solicited by the Board of each Fund for use at the Annual Meeting to be held on Wednesday,Thursday, April 29, 2015,26, 2018, and any adjournments, postponements or delays thereof, for the purposes stated in the Notice of Joint Annual Meeting.
• How does the Board recommend that shareholders vote on the Proposal?
The Board unanimously recommends that you vote “FOR” “FOR” the nominees of the Board of your Fund.
The Board has reviewed the qualifications and backgrounds of the Board’s nominees and believes that they are experienced in overseeing investment companies and are familiar with the Funds, their investment strategies and operations and the investment adviser
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and investment sub-advisers of the Funds. The Board has approved the nominees named in this Proxy Statement and believes their election is in your best interests as shareholders.
• Who is eligible to vote?
Shareholders of record of each Fund at the close of business on March 20, 201521, 2018 (the “Record Date”), are entitled to be present and to vote at the Annual Meeting or any adjournments, postponements or delays thereof. Each Share is entitled to one vote on the Proposal and a fractional vote with respect to fractional Shares, with no cumulative voting. Shares represented by duly executed proxies will be voted in accordance with your instructions.
• How do I vote my Shares?
Whether or not you plan to attend the Annual Meeting, we urge you to complete, sign, date, and return the enclosed proxy card in the postage-paid envelope provided or vote via telephone or the Internet so your Shares will be represented at the Annual Meeting. Instructions regarding how to vote via telephone or the Internet are included on the enclosed proxy card. The required control number for Internet and telephone voting is printed on the enclosed proxy card. The control number is used to match proxy cards with shareholders’ respective accounts and to ensure that, if multiple proxy cards are executed, Shares are voted in accordance with the proxy card bearing the latest date.
If you wish to attend the Annual Meeting and vote in person, you will be able to do so. If you intend to attend the Annual Meeting in person and you are a record holder of a Fund’s Shares, in order to gain admission you must show photographic identification, such as your driver’s license. If you intend to attend the Annual Meeting in person and you hold your Shares through a bank, broker or other custodian, in order to gain admission you must show photographic identification, such as your driver’s license, and satisfactory proof of ownership of Shares of a Fund, such as your voting instruction form (or a copy thereof) or broker’s statement indicating ownership as of a recent date. If you hold your Shares in a brokerage account or through a bank or other nominee, you will not be able to vote in person at the
All Shares represented by properly executed proxies received prior to the Annual Meeting will be voted at the Annual Meeting in accordance with the instructions marked thereon or otherwise as provided therein. If you sign the proxy card, but don’t fill in a
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vote, your Shares will be voted in accordance with the Board’s recommendation.If any other business is brought before the Annual Meeting, your Shares will be voted at the proxies’ discretion.
Shareholders who execute proxy cards or record their voting instructions via telephone or the Internet may revoke them at any time before they are voted by filing with the Secretary of the Funds a written notice of revocation, by delivering (including via telephone or the Internet) a duly executed proxy bearing a later date or by attending the Annual Meeting and voting in person. Merely attending the Annual Meeting, however, will not revoke any previously submitted proxy.
Broker-dealer firms holding Shares of a Fund in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their Shares on the Proposal before the Annual Meeting. The Funds understand that, under the rules of the NYSE, such broker-dealer firms may for certain “routine” matters, without instructions from their customers and clients, grant discretionary authority to the proxies designated by the Board to vote if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. Each Proposal is a “routine” matter and beneficial owners who do not provide proxy instructions or who do not return a proxy card may have their Shares voted by broker-dealer firms in favor of the Proposal. A properly executed proxy card or other authorization by a beneficial owner of Shares that does not specify how the beneficial owner’s Shares should be voted on the Proposal may be deemed an instruction to vote such Shares in favor of the Proposal. Broker-dealers who are not members of the NYSE may be subject to other rules, which may or may not permit them to vote your Shares without instruction. We urge you to provide instructions to your bank, broker or other nominee so that your votes may be counted.
• What vote is required to elect a Trustee nominee?
With respect to each Fund, the affirmative vote of a majority of the Shares present in person or represented by proxy and entitled to vote on the matter at the Annual Meeting at which a quorum is present is necessary to elect a Trustee nominee.
• Why does this Proxy Statement list multiple closed-end funds?
The Funds have similar proposals and it is cost-efficient to have a joint Proxy Statement and joint Annual Meeting. The Annual Meeting is scheduled as a joint meeting of the Funds and certain affiliated funds, whose votes on similar proposals applicable to such funds are being solicited separately, because the shareholders of the
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funds are expected to consider and vote on similar matters. In the event that any shareholder present at the Annual Meeting objects to the holding of a joint meeting and moves for the adjournment of his or her Fund’s meeting to a time immediately after the Annual Meeting so that each Fund’s meeting may be held separately, the persons named as proxies will vote in favor of such adjournment. Shareholders of each Fund will vote separately on the respective proposal relating to their Fund. In any event, an unfavorable vote on any Proposal by the shareholders of one Fund will not affect the implementation of such Proposal by another Fund if the Proposal is approved by the shareholders of that Fund.
• How many shares of each Fund were outstanding as of the record date?
At the close of business on March 20, 2015,21, 2018, the Funds had the following Shares outstanding:
Fund | ||
Number of Shares Outstanding | ||
FMO | 35,440,768 | |
GBAB | 17,416,307 | |
GGM | 7,368,362 | |
GPM | 48,058,193 | |
25,669,133 |
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Introduction
The rules of the NYSE require each Fund to hold an annual meeting of shareholders to elect Trustees each fiscal year. Shareholders of the Funds are being asked to elect to Trustees in the following manner:
(a) With respect to each of FMO, GBAB, GGM, and GPM:
(i) To elect, as Class II Trustees, the Trustee nominees named in this proxy statement (Dr. Jerry B. Farley, Mr. Roman Friedrich III, Mr. Ronald A. Nyberg) to serve until each Fund’s 2021 annual meeting of shareholders or until their respective successors shall have been elected and qualified.
(b) With respect to GOF only:
(i) To elect, as Class I Trustees, the Trustee nominees named in this proxy statement (Mr. Randall C. Barnes, Mr. Donald A. Chubb, Jr., Mr. Roman Friedrich III and Ms. Amy J. Lee) to serve until the Fund’s 2020 annual meeting of shareholders or until their respective successors shall have been elected and qualified.
Composition of the Board of Trustees
The Trustees of FMO, GBAB, GGM, GEQ, GGE and GPM are classified into three classes of Trustees, as follows:
Class I Trustee* | Class II Trustees** | Class III Trustees*** |
Randall C. Barnes | Jerry B. Farley | Robert B. Karn III |
Donald A. Chubb, Jr. | Roman Friedrich III | Maynard F. Oliverius |
Amy J. Lee | Ronald A. Nyberg | Ronald E. Toupin, Jr. |
(1) | Mr. Karn will retire from the Board of Trustees effective as of the Annual Meeting in accordance with the Independent Trustees Retirement Policy of the Funds. |
* | Class I Trustees are expected to next stand for election in |
** | Class II Trustees are standing for election at the Annual Meeting, and are expected to next stand for election in |
*** | Class III Trustees are expected to next stand for election in 2019. |
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GOF:
The Trustees of GOF are classified into two classes of Trustees, as follows:
Class I Trustee* | Class II Trustees** |
Randall C. Barnes | Jerry B. Farley |
Donald | Robert B. Karn III |
Roman Friedrich III | Ronald A. Nyberg |
Amy J. Lee | Maynard F. Oliverius |
Ronald E. Toupin, Jr. |
(1) | Mr. Karn will retire from the Board of Trustees effective as of the Annual Meeting in accordance with the Independent Trustees Retirement Policy of the Funds. |
* | Class I |
** | Class II Trustees are expected to next stand for election in 2020. |
Election of Trustees
Each Trustee nominee, if elected at the Annual Meeting, will hold office for a term in accordance with his respective Class or until his respective successor shall have been elected and qualified or until he resigns or is otherwise removed. The other Trustees of the Funds will continue to serve under their current terms and will stand for re-election at subsequent annual meetings of shareholders as indicated above.
Unless authority is withheld or other instructions are provided, it is the intention of the persons named in the proxy card to vote
“FOR” the Trustee nominees named above. Each Trustee nominee has consented to serve as a Trustee of each Fund if elected at the Annual Meeting. If a designated Trustee nominee declines or otherwise becomes unavailable for election, however, the proxy confers discretionary power on the persons named therein to vote in favor of a substitute Trustee nominee or nominees.Trustees
Certain information concerning the Trustees and the officers of each of the Funds is set forth in the table below. Independent Trustees are those who are not interested persons of (i) the Funds, (ii) Guggenheim Funds Investment Advisors, LLC (“Guggenheim Funds” or the “Adviser”), each Fund’s investment adviser, (iii) Advisory Research, Inc., investment sub-adviser to FMO (iv) Security Investors, LLC, investment sub-adviser to GEQ or (v)(iv) Guggenheim Partners Investment Management, LLC (“GPIM”), investment sub-adviser to GBAB, GGM, GPM, GGE, GEQ and GOF, and who satisfy the requirements contained in the definition of “independent” as defined in Rule 10A-3 under the Securities Exchange Act of 1934 (the “Independent Trustees”).
The Fund Complex consists of U.S. registered investment companies advised or serviced by Guggenheim Funds or its affiliates. The Fund Complex is composed of 1311 closed-end funds (including the Funds), 6367 exchange-traded funds and 150152 open-end funds advised or serviced by the Adviser or its affiliates.
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Other | |||||
Term of | Directorships | ||||
Office | Number of | held by | |||
and | Portfolios in | Trustee | |||
Name, | Position(s) | Length | Fund Complex | During | |
Address(1) | Held with | of Time | Principal Occupation | Overseen by | the Past |
and Age | |||||
INDEPENDENT TRUSTEES: | |||||
Randall C. Barnes | Trustee | † | Current: Private Investor (2001-present). | Current: | |
Year of birth: 1951 | Investments | ||||
Former: Senior Vice President & | |||||
Treasurer, PepsiCo, Inc. (1993-1997), | |||||
President, Pizza Hut International | |||||
(1991-1993) and Senior Vice President, | |||||
Strategic Planning and New Business | |||||
Development, PepsiCo, Inc. (1987-1990). | |||||
Donald A. | Trustee | † | Current: Retired | 92 | Former: Midland |
Chubb, Jr. | Care, Inc. | ||||
Year of Birth: 1946 | Former: Business broker and manager of | (2011-2016). | |||
commercial real estate, Griffith & Blair, | |||||
Inc. (1997-present). | |||||
Jerry B. Farley | Trustee | † | Current: President, Washburn University | 92 | Current: Westar |
Year of Birth: 1946 | (1997-present). | Energy, Inc. | |||
(2004-present); | |||||
CoreFirst Bank & | |||||
Trust (2000- | |||||
present). | |||||
Roman | Trustee | † | Current: Founder and President of | 92 | Current: Zincore |
Friedrich III | Roman Friedrich & Company | Metals, Inc. | |||
Year of Birth: 1946 | (1998-present). | (2009-present). | |||
Former: Senior Managing Director of | Former: Axiom | ||||
MLV & Co., LLC (2010-2011). | Gold and Silver | ||||
Corp. (2011- | |||||
2012). | |||||
Robert B. Karn III* | Trustee | † | Current: Consultant (1998-present). | 92 | Current: Peabody |
Year of birth: 1942 | Energy Company | ||||
(2003-April | |||||
Former: Arthur Andersen, LLP (1965-1997) | 2017); GP | ||||
and Managing Partner, Financial and | Natural | ||||
Economic Consulting, St. Louis office | Resource | ||||
(1987-1997). | Partners, LLC | ||||
(2002- | |||||
December 2017). | |||||
Ronald A. Nyberg | Trustee | † | Current: Partner, Momkus McCluskey | 97 | Current: PPM |
Year of birth: 1953 | Roberts LLC (2016-present). | Funds (February | |||
2018-present); | |||||
Former: Partner, Nyberg & Cassioppi, | Edward-Elmhurst | ||||
LLC (2000-2016); Executive Vice President, | Healthcare | ||||
General Counsel and Corporate Secretary of | System (2012- | ||||
Van Kampen Investments (1982-1999). | present). |
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Other | |||||
Term of | Directorships | ||||
Office | Number of | held by | |||
and | Portfolios in | Trustee | |||
Name, | Position(s) | Length | Fund Complex | During | |
Address(1) | Held with | of Time | Principal Occupation | Overseen by | the Past |
and Age | Funds | Served | During The Past Five Years | Trustee | Five Years |
INDEPENDENT TRUSTEES: (continued) | |||||
Maynard F. | Trustee | † | Current: Retired. | 92 | Current: Robert J. |
Oliverius | Dole Institute of | ||||
Year of Birth: 1943 | Former: President and Chief Executive | Politics (2016- | |||
Officer, Stormont-Vail HealthCare | present); | ||||
(1996- 2012). | Stormont-Vail | ||||
Foundation | |||||
(2013-present); | |||||
University of | |||||
Minnesota MHA | |||||
Alumni | |||||
Philanthropy | |||||
Committee | |||||
(2009-present) | |||||
Fort Hays State | |||||
University | |||||
Foundation | |||||
(1999-present). | |||||
Former: Topeka | |||||
Community | |||||
Foundation | |||||
(2009-2014). | |||||
Ronald E. | Trustee | † | Current: Portfolio Consultant | 94 | Former: Bennett |
Toupin, Jr. | (2010-present). Member Governing | Group of Funds | |||
Year of birth: 1958 | Council (2003-present) and Executive | (2011-2013). | |||
Committee (2016-present), Independent | |||||
Directors Council. | |||||
Former: Vice President, Manager and | |||||
Portfolio Manager of Nuveen Asset | |||||
Management (1998-1999), Vice President | |||||
of Nuveen Investment Advisory Corp. | |||||
(1992-1999), Vice President and Manager | |||||
of Nuveen Unit Investment Trusts | |||||
(1991-1999) and Assistant Vice President | |||||
and Portfolio Manager of Nuveen Unit | |||||
Investment Trusts (1988-1999), each of | |||||
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Other | |||||
Term of | Directorships | ||||
Office | Number of | held by | |||
and | Portfolios in | Trustee | |||
Name, | Position(s) | Length | Fund Complex | During | |
Address(1) | Held with | of Time | Principal Occupation | Overseen by | the Past |
and Age |
INTERESTED | ||||||
Interested | † | |||||
funds in the Fund Complex (2014-present); | ||||||
Year of birth: | ||||||
Vice President, certain other funds in the | ||||||
Fund Complex | ||||||
Managing Director, Guggenheim Investments (2012-present). Former: Vice President, Associate General Counsel and | Benefit Life | |||||
Insurance Company and Security Benefit Corporation (2004-2012). | ||||||
(1) | The business address of each Trustee is Guggenheim Investments, 227 West Monroe Street, 7th Floor, Chicago, Illinois 60606. |
* | Mr. Karn will retire from the Board of Trustees effective as of the Annual Meeting in accordance with the Independent Trustees Retirement Policy of the Funds. |
** | Ms. Lee is deemed to be an “interested person” of the Funds under the 1940 Act by reason of her position with the Adviser and/or affiliates of the Adviser. |
† | Each Trustee is generally expected to serve a term as set forth herein under “Composition of theBoard of Trustees.” Each Trustee has served as a Trustee of each respective Fund since the yearshown below: |
FMO | GBAB | GGM | GPM | GOF | |
Independent Trustees | |||||
Barnes | 2004 | 2010 | 2013 | 2005 | 2007 |
Chubb | 2014 | 2014 | 2014 | 2014 | 2014 |
Farley | 2014 | 2014 | 2014 | 2014 | 2014 |
Friedrich | 2011 | 2010 | 2013 | 2011 | 2010 |
Karn | 2004 | 2010 | 2013 | 2011 | 2010 |
Nyberg | 2004 | 2010 | 2013 | 2005 | 2007 |
Oliverius | 2014 | 2014 | 2014 | 2014 | 2014 |
Toupin | 2004 | 2010 | 2013 | 2005 | 2007 |
Interested Trustee | |||||
Lee | 2018 | 2018 | 2018 | 2018 | 2018 |
FMO | GBAB | GGM | GPM | GGE | GEQ | GOF | |
Independent Trustees | |||||||
Barnes | 2004 | 2010 | 2013 | 2005 | 2010 | 2011 | 2007 |
Chubb | 2014 | 2014 | 2014 | 2014 | 2014 | 2014 | 2014 |
Farley | 2014 | 2014 | 2014 | 2014 | 2014 | 2014 | 2014 |
Friedrich | 2011 | 2010 | 2013 | 2011 | 2003 | 2011 | 2010 |
Karn | 2004 | 2010 | 2013 | 2011 | 2010 | 2011 | 2010 |
Nyberg | 2004 | 2010 | 2013 | 2005 | 2003 | 2011 | 2007 |
Oliverius | 2014 | 2014 | 2014 | 2014 | 2014 | 2014 | 2014 |
Toupin | 2004 | 2010 | 2013 | 2005 | 2003 | 2011 | 2007 |
Interested Trustee | |||||||
Cacciapaglia | 2012 | 2012 | 2013 | 2012 | 2012 | 2012 | 2012 |
Trustee Qualifications
The Trustees were selected to serve on the Board based upon their skills, experience, judgment, analytical ability, diligence, ability to work effectively with other Trustees, availability and commitment to attend meetings and perform the responsibilities of a Trustee and a willingness to take an independent and questioning view of management.
The following is a summary of the experience, qualifications, attributes and skills of each Trustee that support the conclusion, as of the date of the date
hereof, that each Trustee should serve as a Trustee in light of the Funds’ business and structure. References to the qualifications, attributes and skills of Trustees do not constitute the holding out of any Trustee as being an expert under Section 7 of the Securities10
Randall C. Barnes.
Mr. Barnes has served as a trustee of certain funds in the Fund Complex since 2004. Through his service as a Trustee of the Funds,Donald C. Cacciapaglia.
Dr. Jerry B. Farley. Dr. Farley has served as a trustee/directortrustee of certain funds in the Fund Complex since 1994 and as Chairman of certain funds in the Fund Complex since 2012. Mr. Chubb also served as Lead Independent Director of certain funds in the Fund Complex from 2010 to 2012. Mr. Chubb has worked in the business brokerage and commercial real estate market for over 14 years. Previously, Mr. Chubb owned and operated electric sign companies and was a director of Fidelity State Bank and Trust (Topeka, KS). Mr. Chubb has experience with investment company fund matters.
Roman Friedrich III.
Mr. Friedrich has served as a trustee of certain funds in the Fund Complex since 2003. Through his service as a Trustee of the Funds and as chairperson of the Contracts Review Committee, his service on other public company boards, his experience asRobert B. Karn III.
Mr. Karn has served as a trustee of certain funds in the Fund Complex since 2004. Through his service as a Trustee of the Funds and as chairperson of the Audit Committee, his service on other public and private company boards, his experience as an accountant and consultant, and his prior experience, including Managing Partner of the Financial and Economic Consulting Practice of the St. Louis office of Arthur Andersen, LLP, Mr. Karn is experienced in accounting, financial, investment and regulatory matters. Mr. Karn will retire from the Board of Trustees effective as of the Annual Meeting in accordance with the Independent Trustees Retirement Policy of the Funds.Amy J. Lee. Ms. Lee has served as a trustee of certain funds in the Fund Complex since February 2018. Through her service as a Trustee of the Funds, her service as Chief Legal Officer of the Fund Complex, her service as Senior Managing Director of Guggenheim Investments, as well as her experience as Associate General Counsel, Vice President and Assistant Secretary of Security Benefit Corporation, Ms. Lee is experienced in financial, legal, regulatory and governance matters.
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Ronald A. Nyberg.
Mr. Nyberg has served as a trustee of certain funds in the Fund Complex since 2003. Through his service as a Trustee of the Funds and as chairperson of the Nominating & Governance Committee, his professional training and experience as an attorney and partner of a law firm,Maynard F. Oliverius.
Mr. Oliverius has served as aRonald E. Toupin, Jr.
Mr. Toupin has served as a trustee of certain funds in the Fund Complex since 2003. Through his service as a Trustee of the Funds and as chairperson of the Board, and his professional training and prior employment experience, including Vice President and Portfolio Manager for Nuveen Asset Management, an asset management firm, Mr. Toupin is experienced in financial, regulatory and investment matters.Each Trustee has considerable familiarity with fund management and the special regulatory requirements governing regulated investment companies and the
special responsibilities of investment company trustees as a result of his substantial prior service as a Trustee of the Funds and/or other funds in the Fund Complex.Executive Officers
The following information relates to the executive officers of the Funds who are not Trustees. Fund officers receive no compensation from the Funds but may also be officers or employees of the Adviser, a Sub-Adviser or affiliates of the Adviser or a Sub-Adviser and may receive compensation in such capacities.
Term of | ||||||
Office and | ||||||
Name, | Length | |||||
Address(1) | of Time | Principal Occupation | ||||
and Age | Title | Served(2) | During the Past Five Years | |||
Brian E. Binder | President | Since | Current: President and Chief Executive Officer, | |||
Year of birth: 1972 | and | February | certain other funds in the Fund Complex | |||
Chief | 2018 | (February 2018-present); President and Chief | ||||
Executive | Executive Officer, Guggenheim Funds Investment | |||||
Officer | Advisors, LLC and Security Investors, LLC | |||||
Former: | ||||||
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Term of | |||
Office and | |||
Length | |||
Address(1) | of Time | Principal Occupation | |
and Age | Title | Served(2) | During the Past Five Years |
Bryan Stone | Vice | Since | Current: | |
Year of birth: | ||||
Former: Senior Vice President, Neuberger | ||||
Berman Group LLC (2009-2013); Vice President, | ||||
Morgan Stanley (2002-2009). | ||||
Joanna Catalucci | Chief | Since 2012 | Current: Chief Compliance Officer, certain funds | |
Year of birth: 1966 | Compliance | in the Fund Complex (2012-present); Senior | ||
Officer | Managing Director, Guggenheim Investments | |||
(2012-present); Anti-Money Laundering | ||||
Compliance Officer, certain funds in the Fund | ||||
Complex (2016-present). | ||||
Former: Chief Compliance Officer & Secretary, | ||||
2012); Senior Vice President & Chief Compliance | ||||
Officer, Security Investors, LLC | ||||
and Senior Vice President, | ||||
John Sullivan | Chief | Since 2010 | Current: Chief Financial Officer, Chief | |
Year of birth: 1955 | Financial | Accounting Officer and Treasurer of certain funds | ||
Officer, | ||||
Chief | ||||
Accounting | ||||
Officer and | ||||
Treasurer | Former: Managing Director and Chief | |||
Compliance Officer, | ||||
funds in the | |||
Kampen Investments fund complex (2004-2010); | |||
Managing Director and Head of Fund Accounting | |||
and Administration, Morgan Stanley Investment | |||
Management (2002-2004); Chief Financial | |||
Officer and Treasurer, Van Kampen Funds | |||
(1996-2004). |
Mark E. Mathiasen | Since | Current: the Fund | |
Year of birth: 1978 | Complex (2007-present); Managing Director, | ||
Guggenheim Investments (2007-present). | |||
Michael P. Megaris | Assistant | Since 2014 | Current: Assistant Secretary, certain other funds |
Year of birth: 1984 | Secretary | in the Fund Complex (2014-present); Vice | |
President, Guggenheim Investments (2012- | |||
present). | |||
James Howley | Assistant | Since 2007 | Current: Director, Guggenheim Investments |
Year of birth: 1972 | Treasurer | (2004-present). Assistant Treasurer, certain other | |
funds in the Fund | |||
Former: Manager, Mutual Fund Administration of | |||
Van Kampen Investments, Inc. (1996-2004). |
Term of | |||
Office and | |||
Name, | Length | ||
Address(1) | of Time | Principal Occupation | |
and Age | Title | Served(2) | During the Past Five Years |
Kimberly Scott | Assistant | Since 2012 | Current: Vice President, |
Year of Birth: 1974 | Treasurer | ||
(2012-present); Assistant Treasurer, | |||
funds in the Fund | |||
Former: Financial Reporting Manager for | |||
Invesco, Ltd. (2010-2011); Vice | |||
President/Assistant Treasurer, Mutual Fund | |||
Administration for Van Kampen Investments, | |||
Inc./Morgan Stanley Investment Management | |||
(2009-2010); Manager- Mutual Fund | |||
Administration for Van Kampen Investments, | |||
Inc./Morgan Stanley Investment Management | |||
(2005-2009). | |||
Assistant | Since | Current: Vice President, | |
Year of | Treasurer | ||
funds in the Fund Complex (2015-present). | |||
Former: Assistant Vice President and | |||
Administration Director, State Street Corporation | |||
(2013-2015); Fund Administration Assistant | |||
Director, State Street (2011-2013); Fund | |||
Administration Manager, State Street (2009- | |||
2011). | |||
Keith D. Kemp | Assistant | Since 2016 | Current: Treasurer and Assistant Treasurer, |
Year of Birth: 1960 | Treasurer | certain other funds in the Fund Complex (2010- | |
present); | |||
present); Chief Financial Officer, Guggenheim | |||
Specialized Products, LLC (2016-present). | |||
Former: | |||
Guggenheim Investments (2010-2015); Chief | |||
Operating Officer, Macquarie Capital Investment | |||
Management (2007-2009). | |||
Glenn McWhinnie | Assistant | Since 2016 | Current: Vice President, Guggenheim Investments |
Year of birth: 1969 | Treasurer | (2009-present). | |
Former: Tax Compliance Manager, Ernst & | |||
Young LLP (1996-2009). |
Assistant | Since | Current: Vice President, Guggenheim Investments | |
Year of birth: 1989 | Treasurer | November 2017 | (July 2017-present); Assistant Treasurer, certain |
other funds in the Fund Complex (November | |||
2017-present). | |||
Former: Assistant Treasurer of Henderson Global | |||
Funds and Manager of US Fund Administration, | |||
Henderson Global Investors (North America) Inc. | |||
("GFINA") (February-June 2017); Senior Analyst | |||
of US Fund Administration, HGINA (2014- | |||
January 2017); Senior Associate of Fund | |||
Administration, Cortland Capital Market Services, | |||
LLC (2013-2014); Experienced Associate, | |||
PricewaterhouseCoopers LLP (2012-2013). |
(1) | The business address of each officer of the Funds is Guggenheim Investments, 227 West Monroe Street, 7th Floor, Chicago, Illinois 60606, unless otherwise noted. |
(2) | |
Officers serve at the pleasure of the Board and until his or her successor is appointed and qualified or until his or her resignation or removal. The year set forth above is the earliest year in which the officer was appointed as an officer of any Fund. |
The primary responsibility of the Board is to represent the interests of the Funds and to provide oversight of the management of the Funds. The Funds’ day-to-day operations are managed by the Adviser, the applicable Sub-Adviser and other service providers who have been approved by the Board. The Board is currently comprised of sixnine Trustees, fiveeight of whom (including the chairperson) are Independent Trustees. Generally, the Board acts by majority vote of all the Trustees, including a majority vote of the Independent Trustees if required by applicable law.
The Board has appointed an Independent Chairman, Ronald E. Toupin, Jr., who presides at Board meetings and who is responsible for, among other things, participating in the planning of Board meetings, setting the tone of Board meetings and seeking to encourage open dialogue and independent inquiry among the Trustees and management. In addition, the Independent Chairman acts a liaison with officers, counsel and other Trustees between meetings of the Board. The Independent Chairman may also perform such other functions as may be delegated by the Board from time to time. The Board has established four standing committees (as described below) and has delegated certain responsibilities to those committees, each of which is comprised solely of Independent Trustees. The Board and its committees meet periodically throughout the year to oversee the Funds’
Board Committees
The Trustees have determined that the efficient conduct of the Funds’ affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Board. The committees meet as often as necessary, either in conjunction with regular meetings of the Trustees or otherwise. The committees of the Board are the Executive Committee, the Audit Committee, the Nominating and Governance Committee, and the Contracts Review Committee and the Valuation Oversight Committee.
Executive Committee.
Donald A. Chubb, Jr. and Ronald E. Toupin, Jr., who are not “interested persons” of the Funds, as defined in the 1940 Act, serve on the Funds’ Executive Committee. The Executive Committee is authorized to act on15
behalf of and with the full authority of the Board of Trustees when necessary in the intervals between meetings of the Board of Trustees.
Audit Committee.
The Board has an Audit Committee, which is composed of Randall C. Barnes, Roman Friedrich III, Donald A. Chubb, Jerry B. Farley, Maynard F. Oliverius, Robert B. Karn III, Ronald A. Nyberg and Ronald E. Toupin, Jr., each of whom is an Independent TrusteeThe Audit Committee is charged with selecting an independent registered public accounting firm for the Funds and reviewing accounting matters with the Funds’ independent registered public accounting firm. Each member of the Audit Committee is an Independent Trustee as defined above and also meets the additional independence requirements for audit committee members as defined by the NYSE listing standards.
The Audit Committee is governed by a written charter (the “Audit Committee Charter”). The Audit Committee Charter is available under “News & Literature” on the Funds’ websiteeach fund’s page at www.guggenheiminvestments.com.
The Audit Committee presents the following report on behalf of each Fund:
The Audit Committee has performed the following functions: (i) the Audit Committee reviewed and discussed the audited financial statements of the Fund with management of the Fund, (ii) the Audit
Nominating and Governance Committee.
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The Nominating and Governance Committee is governed by a written charter (the “Nominating and Governance Committee Charter”). The Nominating and Governance Committee Charter is available on the Funds’ websiteunder “News & Literature” each fund’s page at www.guggenheiminvestments.com.www.guggenheiminvestments.com/products/cef.
The Nominating and Governance Committee (i) evaluates and recommends all candidates for election or appointment as members of the Board and recommends the appointment of members and chairs of each committee of the Board, (ii) reviews policy matters affecting the operation of the Board and committees of the Board, and (iii) periodically evaluates the effectiveness of the Board and committees of the Board.
In considering Trustee nominee candidates, the Nominating and Governance Committee requires that Trustee candidates have a college degree or equivalent business experience and may take into account a wide variety of factors in considering Trustee candidates, including (but not limited to): availability and commitment of a candidate to attend meetings and perform the responsibilities of a Trustee, relevant experience, educational background, financial expertise, the candidate’s ability, judgment and expertise and overall diversity of the Board’s composition. The Nominating and Governance Committee may consider candidates recommended by various sources, including (but not limited to): such Fund’s Trustees, officers, investment advisers and shareholders. The Nominating and Governance Committee will not nominate a person for election to the Board as an
A Trustee candidate must (i) be prepared to submit written answers to a questionnaire seeking professional and personal information that will assist the Nominating and Governance Committee to evaluate the candidate and to determine, among other matters, whether the candidate would qualify as a Trustee who is not an “interested person” of the Funds as such term is defined under the 1940 Act; (ii) be prepared to submit character references and agree to appropriate background checks; and (iii) be prepared to meet with one or more members of the Nominating and Governance Committee at a time and location convenient to those Nominating and Governance Committee members in order to discuss the nominee’s qualifications.
The Nominating and Governance Committee will consider Trustee candidates recommended by shareholders of the Funds. The Nominating and Governance Committee will consider and evaluate trustee nominee candidates properly submitted by shareholders on the same basis as it considers and evaluates candidates recommended by other sources.
In considering Trustee nominee candidates, the Nominating and Governance Committee takes into account a wide variety of factors, including the overall diversity of the Board’s composition. The Nominating and Governance Committee believes the Board generally benefits from diversity of background,
17
experience and views among its members, and considers this a factor in evaluating the composition of the Board, but has not adopted any specific policy in this regard.
To have a candidate considered by the Nominating and Governance Committee, a shareholder must submit the recommendation in writing and must include the information required by the “Procedures for Shareholders to Submit Nominee Candidates” that are set forth as Appendix B to the Nominating and Governance Committee Charter. Shareholder recommendations must be sent to the Funds’ Secretary, c/o Guggenheim Funds Investment Advisors, LLC, 227 West Monroe Street, 7th Floor, Chicago, Illinois 60606.
The nominees for election at the Annual Meeting currently serve as Trustees and were unanimously nominated by the Board of Trustees and the Nominating and Governance Committee.
Contracts Review Committee.
The Board has a Contracts Review Committee, which oversees the contract review process, including review of the Funds’ advisory agreements and other contracts with affiliated service providers. The Contracts Review Committee is composed of Donald A. Chubb, Jr., Jerry B. Farley, Maynard F. Oliverius, Randall C. Barnes, Roman Friedrich III, Robert B. Karn III, Ronald A. Nyberg and Ronald E. Toupin, Jr., each of whom is an Independent Trustee. Mr. Friedrich serves as Chairman of the Contracts Review Committee.Valuation Oversight Committee. The Board has a Valuation Oversight Committee, which is composed of Donald A. Chubb, Jr., Roman Friedrich III and Maynard F. Oliverius, each of whom is an Independent Trustee. Mr. Chubb serves as Chairman of the Valuation Oversight Committee. The Valuation Oversight Committee assists the Board in overseeing the activities of Guggenheim's Valuation Committee and the valuation of securities and other assets held by the Funds. Duties of the Valuation Oversight Committee include reviewing the Funds’ valuation procedures, evaluating pricing services that are being used for the Funds, and receiving reports relating to actions taken by Guggenheim's Valuation Committee. The Board established the Valuation Oversight Committee effective November 16, 2016.
Board and Committee Meetings
Information regarding the number of meetings of the Board, Audit Committee, Nominating and Governance Committee, and Contracts Review Committee and Valuation Oversight Committee of each Fund during such Fund’s most recently completed fiscal year is set forth in the table below:
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Nominating | Contract | Valuation | ||||
Fiscal | Audit | and | Review | Oversight | ||
Year | Board | Committee | Governance | Committee | Committee | |
Fund | End | Meetings | Meetings | Meetings | Meetings | Meetings* |
FMO | 11/30/2017 | 5 | 7 | 2 | 2 | 4 |
GBAB | 5/31/2017 | 5 | 8 | 2 | 2 | 2 |
GGM | 5/31/2017 | 4 | 8 | 2 | 2 | 2 |
GPM | 12/31/2017 | 4 | 6 | 2 | 2 | 4 |
GOF | 5/31/2017 | 4 | 8 | 2 | 2 | 2 |
Fund | Fiscal Year End | Board Meetings | Audit CommitteeMeetings | Nominating andMeetings | Contracts Review |
FMO | 11/30/2014 | 5 | 4 | 2 | 2 |
GBAB | 5/31/2014 | 5 | 4 | 2 | 2 |
GGM | 5/31/2014 | 5 | 4 | 1 | 2 |
GPM | 12/31/2014 | 5 | 3 | 2 | 2 |
GGE | 10/31/2014 | 5 | 4 | 2 | 2 |
GEQ | 12/31/2014 | 5 | 3 | 2 | 2 |
GOF | 5/31/2014 | 5 | 4 | 2 | 2 |
* Valuation oversight committee established November 16, 2016. |
Each Trustee attended at least 75% of the meetings of the Board (and any committee thereof on which he serves) held during the portion of each Fund’s fiscal year ended in 2014, during which he was a Trustee of the Fund.2017. It is the Funds’ policy to encourage Trustees to attend annual shareholders’ meetings.
Board’s Role in Risk Oversight
Consistent with its responsibility for oversight of the Funds, the Board, among other things, oversees risk management of the Funds’ investment programs
and business affairs directly and through the committee structure it has established. The Board has established the Audit Committee, the Nominating and Governance Committee,The Board requires officers of the Funds to report to the Board and its committees on a variety of matters at regular and special meetings of the Board and its committees, as applicable, including matters relating to risk management. The Audit Committee also receives reports from the Funds’ independent registered public accounting firm on internal control and financial reporting matters. On at least a quarterly basis, the Board meets with the Funds’ Chief Compliance Officer,
19
on the investments and securities trading of the Funds. With respect to valuation, the Board oversees a pricingvaluation committee comprised of Fund officers and Adviser personnel and has approved Fair Valuation procedures applicable to valuing the Funds’ portfolio securities, whichsecurities. The Valuation Oversight Committee reviews the BoardFunds’ valuation procedures, evaluates pricing services that are being used for the Funds, and the Audit Committee periodically review.receives reports relating to actions taken by Guggenheim’s Valuation Committee. The Board also requires the Adviser to report to the Board on other matters relating to risk management on a regular and as-needed basis.
Trustee Communications
Shareholders and other interested parties may contact the Board or any Trustee by mail. To communicate with the Board or any Trustee, correspondence should be addressed to the Board or the Board members with whom you wish to communicate by either name or title. All such correspondence should be sent c/o the Secretary of the Fund or Funds at 227 West Monroe Street, 7th Floor, Chicago, Illinois 60606.
Trustee Beneficial Ownership of Securities
The table below indicates the dollar range of equity securities of each Fund and funds in the Fund Complex by the Trustees as of December 31, 2014:2017:
Aggregate | ||||||
dollar range | ||||||
of equity | ||||||
securities in | ||||||
all funds in | ||||||
the Fund | ||||||
Complex | ||||||
Overseen by | ||||||
FMO | GBAB | GGM | GPM(1) | GOF | the Trustee | |
Independent Trustees | ||||||
Barnes | Over | None | Over | None | Over | Over |
$100,000 | $100,000 | $100,000 | $100,000 | |||
Chubb | $1-$10,001 | $10,001- | $10,001- | $10,001- | $10,001- | Over |
$50,000 | $50,000 | $50,000 | $50,000 | $100,000 | ||
Farley | None | None | None | None | None | Over |
$100,000 | ||||||
Friedrich | None | None | $10,001- | None | $10,001- | Over |
$50,000 | $50,000 | $100,000 | ||||
Karn | $10,001- | None | $10,001- | $10,001- | None | Over |
$50,000 | $50,000 | $50,000 | $100,000 | |||
Nyberg | $10,001- | $10,001- | $10,001 | $10,001- | $10,001- | Over |
$50,000 | $50,000 | $50,000 | $50,000 | $50,000 | $100,000 | |
Oliverius | $1-$10,001 | None | None | Over | Over | Over |
$100,000 | $100,000 | $100,000 | ||||
Toupin | $10,001- | $10,001- | $10,001- | $50,001- | $10,001- | Over |
$50,000 | $50,000 | $50,000 | $100,000 | $50,000 | $100,000 | |
Interested Trustee | ||||||
Lee | None | None | None | None | None | $10,001- |
$50,000 |
FMO | GBAB | GGM | GPM | GGE | GEQ | GOF | Aggregate dollar range | |
Independent Trustees | ||||||||
Barnes | $10,001- | None | Over | $50,001- | $10,001- | None | Over | Over $100,000 |
$50,000 | $100,000 | $100,000 | $50,000 | $100,000 | ||||
Chubb | None | None | None | None | None | None | None | Over $100,000 |
Farley | None | None | None | None | None | None | None | Over $100,000 |
Friedrich | None | None | $1-$10,000 | None | None | None | $10,001- | $50,001- |
$50,000 | $100,000 | |||||||
Karn | $10,001- | None | $10,001- | None | None | $10,001- | $10,001- | Over $100,000 |
$50,000 | $50,000 | $50,000 | $50,000 | |||||
Nyberg | $10,001- | $10,001- | $10,001- | $10,001- | $1- | $10,001- | $10,001- | Over $100,000 |
$50,000 | $50,000 | $50,000 | $50,000 | $10,000 | $50,000 | $50,000 | ||
Oliverius | None | None | None | None | None | $10,001- | Over | Over $100,000 |
$50,000 | $100,000 | |||||||
Toupin | $1- | $1- | $1- | $1- | $1- | $10,001- | $1- | Over $100,000 |
$10,000 | $10,000 | $10,000 | $10,000 | $10,000 | $50,000 | $10,000 | ||
Interested Trustee | ||||||||
Cacciapaglia | None | None | $10,001- | None | None | None | Over | Over |
$50,000 | $100,000 | $100,000 |
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FMO | GBAB | GGM | GPM | GGE | GEQ | GOF | |
Independent Trustees | |||||||
Barnes | 676 | None | 17,984 | 8,901 | 700 | None | 58,243 |
Chubb | None | None | None | None | None | None | None |
Farley | None | None | None | None | None | None | None |
Friedrich | None | None | 450 | None | None | None | 740 |
Karn | 1,000 | None | 1,000 | None | None | 1,000 | 1,000 |
Nyberg | 1,036 | 505 | 479 | 1,378 | 189 | 759 | 975 |
Oliverius | None | None | None | None | None | 500 | 25,280 |
Toupin | 277 | 433 | 422 | 1,022 | 504 | 796 | 249 |
Interested Trustee | |||||||
Cacciapaglia | None | None | 2,185 | None | None | None | 5,154 |
Officers |
Trustee Compensation
The Funds pay an annual retainer and fee per meeting attended to each Trustee who is not affiliated with the Adviser, a Sub-Adviser or their respective affiliates and pays an additional annual fee to the chairman of the Board and of any committee of the Board. The following table sets forth the compensation paid to each Independent Trustee by each Fund during its most recently completed
fiscal year and the total compensation paid to each Independent Trustee by the Fund Complex during the most recently completed calendar year ended December 31,Estimated | Total | |||
Aggregate | ||||
Trustee | ||||
Complex(2) | ||||
Randall C. Barnes | † | None | None | $ |
Donald A. Chubb | † | None | None | $ |
Jerry B. Farley | † | None | None | $ |
Roman Friedrich III | † | None | None | $ |
Robert B. Karn III | † | None | None | $ |
Ronald A. Nyberg | † | None | None | $ |
Maynard F. Oliverius | † | None | None | $ |
Ronald E. Toupin, Jr | † | None | None | $ |
(1) | The Funds do not accrue or pay retirement or pension benefits to Trustees as of the date hereof. |
(2) | The amounts shown in this column represent the aggregate compensation paid by all of the funds in the Fund Complex for the calendar year ended December 31, |
† | The amount of aggregate compensation payable by each Fund for the calendar year ended December 31, |
FMO | GBAB | GGM | GPM | GOF | |
Independent Trustees | |||||
Barnes | $17,054 | $15,351 | $9,802 | $12,806 | $15,112 |
Chubb | $17,382 | $15,646 | $9,991 | $13,053 | $15,403 |
Farley | $17,887 | $16,132 | $10,321 | $13,599 | $15,913 |
Friedrich | $18,037 | $16,236 | $10,368 | $13,545 | $15,984 |
Karn | $17,860 | $16,045 | $10,226 | $13,245 | $15,765 |
Nyberg | $17,710 | $15,941 | $10,179 | $13,299 | $15,694 |
Oliverius | $17,382 | $15,646 | $9,991 | $13,053 | $15,403 |
Toupin | $20,989 | $18,893 | $12,064 | $15,762 | $18,600 |
FMO | GBAB | GGM | GPM | GGE | GEQ | GOF | ||
Independent Trustees | ||||||||
Barnes | $23,587 | $14,702 | $10,465 | $10,795 | $9,276 | $10,537 | $13,639 | |
Chubb* | $19,282 | $11,465 | $7,805 | $8,040 | $6,740 | $7,866 | $10,603 | |
Farley* | $19,282 | $11,465 | $7,805 | $8,040 | $6,740 | $7,866 | $10,603 | |
Friedrich | $24,287 | $15,130 | $10,761 | $11,103 | $9,537 | $10,835 | $14,032 | |
Karn | $24,070 | $14,989 | $10,661 | $10,997 | $9,445 | $10,734 | $13,905 | |
Nyberg | $24,267 | $15,111 | $10,742 | $11,084 | $9,518 | $10,816 | $14,013 | |
Oliverius* | $19,282 | $11,465 | $7,805 | $8,040 | $6,740 | $7,866 | $10,603 | |
Toupin | $27,467 | $17,023 | $12,040 | $12,430 | $10,644 | $12,125 | $15,772 |
Shareholder Approval
With respect to FMO, GBAB, GGM, GGE, GEQ and GOF,each Fund, the affirmative vote of a majority of the Shares present in person or represented by proxy and entitled to vote on the matter at the Annual Meeting at which a quorum is present is necessary to elect a Trustee nominee. With respect to GPM, the affirmative vote of a plurality of the Shares voted is necessary to elect a Trustee nominee. Abstentions will have the same effect as votes against the election of a Trustee nominee for FMO, GBAB, GGM, GGE, GEQ and GOF.nominee. “Broker non-votes” (i.e., Shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owner or the persons entitled to vote and (ii) the broker does not have discretionary voting power on a particular matter) will have no effect on the outcome of the vote on a Trustee nominee for FMO, GBAB, GGM, GGE, GEQ and GOF. Votes withheld and
21
The holders of the Shares will have equal voting rights (i.e. one vote per Share).
Board Recommendation
The Board unanimously recommends that shareholders vote
“FOR” the nominees of the Board of your Fund.22
Further Information About Voting and the Annual Meeting
Quorum.
With respect toRecord Date
Joint Meeting.
The Annual Meeting is scheduled as a joint meeting of the Funds and certain affiliated funds, whose votes on similar proposals applicable to such funds are being solicited separately, because the shareholders of the funds are expected to consider and vote on similar matters. In the event that any shareholder present at the Annual Meeting objects to the holding of a joint meeting and moves for the adjournment of his or her Fund’s meeting to a time immediately after the Annual Meeting so that each Fund’s meeting may be held separately, the persons named as proxies will vote in favor of such adjournment. Shareholders of each Fund will vote separately on the respective Proposal relating to their Fund. In any event, an unfavorable vote on any Proposal by the shareholders of one Fund will not affect the implementation of such Proposal by another Fund if the Proposal is approved by the shareholders of that Fund.How to Vote Your Shares.
Whether or not you plan to attend the Annual Meeting, we urge you to complete, sign, date, and return the enclosed proxy card in the postage-paid envelope provided or vote via telephone or the Internet so your Shares will be represented at the Annual Meeting. Instructions regarding how to vote via telephone or the Internet are included on the enclosedAll Shares represented by properly executed proxies received prior to the Annual Meeting will be voted at the Annual Meeting in accordance with the
23
instructions marked thereon or otherwise as provided therein.
If you sign the proxy card, but don’t fill in a vote, your Shares will be voted in accordance with the Board’s recommendation. If any other business is brought before the Annual Meeting, your Shares will be voted at the proxies’ discretion.Shareholders who execute proxy cards or record voting instructions via telephone or the Internet may revoke them at any time before they are voted by filing with the Secretary of the Funds a written notice of revocation, by delivering (including via telephone or the Internet) a duly executed proxy bearing a later date or by attending the Annual Meeting and voting in person. Merely attending the Annual Meeting, however, will not revoke any previously submitted proxy.
Attending the Annual Meeting.
If you wish to attend the Annual Meeting and vote in person, you will be able to do so. If you intend to attend the Annual Meeting in person and you are a record holder of a Fund’s Shares, in order to gain admission you must show photographic identification, such as your driver’s license. If you intend to attend the Annual Meeting in person and you hold your Shares through a bank, broker or other custodian, in order to gain admission you must show photographic identification, such as your driver’s license, and satisfactory proof of ownership of Shares of a Fund, such as your voting instruction form (or a copy thereof) or broker’s statement indicating ownership as of a recent date. If you hold your Shares in a brokerage account or through a bank or other nominee, you will not be able to vote in person at the annual meeting unless you have previously requested and obtained a “legal proxy” from your broker, bank or other nominee and present it at the Annual Meeting. You may contact the Funds at (800) 345-7999 to obtain directions to the site of the Annual Meeting.Additional Information Regarding Voting.
Broker-dealer firms holding Shares of a Fund in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares on the Proposal before the Annual Meeting. The Funds understand that, under the rules of the NYSE, such broker-dealer firms may for certain “routine” matters, without instructions from their customers and clients, grant discretionary authority to the proxies designated by the Board to vote if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. Each Proposal is a “routine” matter and beneficial owners who do not provide proxy instructions or who do not return aThe Funds will update certain data regarding the Funds, including performance data, on a monthly basis on its website at
24
www.guggenheiminvestments.com. Investors and others are advised to periodically check the website for updated performance information and the release of other material information about the Funds.
Investment Adviser and Investment Sub-Advisers
Guggenheim Funds, Investment Advisors, LLC (“Guggenheim Funds”), a subsidiary of Guggenheim Partners, LLC (“Guggenheim Partners”), acts as each Fund’s investment adviser pursuant to an investment advisory agreement between each Fund and Guggenheim Funds. Guggenheim Funds is a registered investment adviser and acts as investment adviser to a number of closed-end and open-end investment companies. Guggenheim Funds is a Delaware limited liability company with principal offices located at 227 West Monroe Street, 7th Floor, Chicago, Illinois 60606.
Guggenheim Partners is a diversified financial services firm with wealth management, capital markets, investment management and proprietary investing businesses, whose clients are a mix of individuals, family offices, endowments, foundations, insurance companies and other institutions that have entrusted Guggenheim Partners with the supervision of more than $220$305 billion of assets as of December 31, 2014.2017. Guggenheim Partners is headquartered in Chicago and New York with a global network of offices throughout the United States, Europe, and Asia.
Guggenheim Partners Investment Management, LLC (“GPIM”), an affiliate of Guggenheim Partners, acts as investment sub-adviser to GBAB, GGM, GPM, GGE, GEQ and GOF pursuant to separate sub-advisory agreements among each such Fund, the Adviser and GPIM. GPIM is a Delaware limited liability company, with its principal offices located at 100 Wilshire Boulevard, Santa Monica, California 90401.
Advisory Research, Inc. (“ARI”), a Delaware corporation, acts as investment sub-adviser to FMO pursuant to an investment sub-advisory agreement among FMO, the Adviser and ARI. ARI is a wholly-owned subsidiary of Piper Jaffray Companies. The ARI MLP & Energy Infrastructure Team (“MLP Team”) is located at 8235 Forsyth Boulevard, Saint Louis, Missouri 63105. As of December 31, 2014,2017, the MLP Team at Advisory Research, Inc. managed approximately $5.7$3.8 billion in MLP and energy infrastructure assets for open and closed end mutual funds, public and corporate pension plans, endowments and foundations and private wealth individuals.
Administrator
MUFG Investor Services (US) (formerly Rydex Fund Services, LLC,LLC) (“MUFG”), serves as the Funds’ administrator. Prior to October 4, 2016, MUFG was an affiliate of Guggenheim Funds GPIM and Security Investors, located at 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850, serves asGPIM. On October 4, 2016, Guggenheim Partners completed a sale of Rydex Fund Services, LLC to MUFG Investor Services, the Funds’ administrator.global asset servicing group of Mitsubishi UFJ Financial Group and Rydex Fund Services, LLC was renamed MUFG Investor Services (US) LLC.
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Independent Registered Public Accounting Firm
Ernst & Young LLP (“E&Y”) has been selected as the independent registered public accounting firm for the Funds by the Audit Committees of the Funds and approved by a majority of each Fund’s Board, including a majority of the Independent Trustees, to audit the accounts of the Funds for and during each Fund’s current fiscal year. The Funds do not know of any direct or indirect financial interest of E&Y in the Funds.
Representatives of E&Y will be available to attend the Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to answer questions if necessary.
Audit and Other Fees
Audit Fees.
For each Fund’s two most recently completed fiscal years, the aggregate fees billed to each Fund by E&Y for professional services rendered for the audit of such Fund’s annual financial statements are set forth on AnnexAudit-Related Fees.
For each Fund’s two most recently completed fiscal years, the aggregate fees billed by E&Y and approved by the Audit Committee of each Fund for assurance and related services reasonably related to the performance of the audit of such Fund’s annual financial statements (such fees relate to services rendered, and out of pocket expenses incurred, in connection with the Funds’ registration statements, comfort letters and consents) are set forth on AnnexE&Y did not perform any other assurance and related services that were required to be approved by the Funds’ Audit Committees for such fiscal years.
Tax Fees.
For each Fund’s two most recently completed fiscal years, the aggregate fees billed by E&Y and approved by the Audit Committee of each Fund for professional services rendered for tax compliance, tax advice, and tax planning (such fees relate to tax services provided by E&Y in connection withE&Y did not perform any other tax compliance or tax planning services or render any tax advice that were required to be approved by the Funds’ Audit Committee for such period.
All Other Fees.
Aggregate Non-Audit Fees.
For each Fund’s two most recently completed fiscal years, the aggregate non-audit fees billed by E&Y for services rendered to each Fund, Guggenheim Funds, and any entity controlling, controlled by or under common control with Guggenheim Funds that provides ongoing services to the Fund (not including an investment sub-adviser whose primary role is portfolio management and is sub-contracted with or overseen by another investment adviser)26
that directly related to the operations and financial reporting of the Fund are set forth on Annex A.
Audit Committee’s Pre-Approval Policies and Procedures
As noted above, the Audit Committee is governed by the Audit Committee Charter, which includes Pre-Approval Policies and Procedures in Section IV of such Charter. Specifically, sections V.B.2 and V.B.3 of the Audit Committee Charter contain the Pre-Approval Policies and Procedures and such sections are included below.
V.B.2. Pre-approve any engagement of the independent auditors to provide any non-prohibited services, other than “prohibited non-audit services,” to the Trust, including the fees
and other compensation to be paid to the independent auditors (unless an exception is available under Rule 2-01 of Regulation S-X).
(a) The categories of services to be reviewed and considered for pre-approval include the following (collectively, “Identified Services”):
Audit Services
• Annual financial statement audits
• Seed audits (related to new product filings, as required)
• SEC and regulatory filings and consents
Audit-Related Services
• Accounting consultations
• Fund merger/reorganization support services
• Other accounting related matters
• Agreed upon procedures reports
• Attestation reports
• Other internal control reports
Tax Services
• Recurring tax services:
o Preparation of Federal and state income tax returns, including extensions
o Preparation of calculations of taxable income, including fiscal year tax designations
o Preparation of annual Federal excise tax returns (if applicable)
o Preparation of calendar year excise distribution calculations
o Calculation of tax equalization on an as-needed basis
o Preparation of the estimated excise distribution calculations on an as-needed basis
o Preparation of quarterly Federal, state and local and franchise tax estimated tax payments on an as-needed basis
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o Preparation of state apportionment calculations to properly allocate Fund taxable income among the states for state tax filing purposes
o Provision of tax compliance services in India for Funds with direct investments in India
o Assistance with management’s identification of passive foreign investment companies (PFICs) for tax purposes
• Permissible non-recurring tax services upon request:
o Assistance with determining ownership changes which impact a Fund’s utilization of loss carryforwards
o Assistance with calendar year shareholder reporting designations on Form 1099
o Assistance with corporate actions and tax treatment of complex securities and structured products
o Assistance with IRS ruling requests and calculation of deficiency dividends
o Conduct training sessions for the Adviser’s internal tax resources
o Assistance with Federal, state, local and international tax planning and advice regarding the tax consequences of proposed or actual transactions
o Tax services related to amendments to Federal, state and local returns and sales and use tax compliance
o RIC qualification reviews
o Tax distribution analysis and planning
o Tax authority examination services
o Tax appeals support services
o Tax accounting methods studies
o Fund merger, reorganization and liquidation support services
o Tax compliance, planning and advice services and related projects
(b) The Committee has pre-approved Identified Services for which the estimated fees are less than $25,000.
(c) For Identified Services with estimated fees of $25,000 or more, but less than $50,000, the Chair or any member of the Committee designated by the Chair is hereby authorized to pre-approve such services on behalf of the Committee.
(d) For Identified Services with estimated fees of $50,000 or more, such services require pre-approval by the Committee.
(e) All requests for Identified Services to be provided by the independent auditor that were pre-approved by the Committee shall
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be submitted to the Chief Accounting Officer (“CAO”) of the Trust by the independent auditor using the pre-approval request form attached as Appendix C to the Audit Committee Charter. The Trust’s CAO will determine whether such services are included within the list of services that have received the general pre-approval of the Committee.
(f) The independent auditors or the CAO of the Trust (or an officer of the Trust who reports to the CAO) shall report to the Committee at each of its regular quarterly meetings all audit, audit-related and permissible non-audit services initiated since the last such report (unless the services were contained in the initial audit plan, as previously presented to, and approved by, the Committee). The report shall include a general description of the services and projected fees, and the means by which such services were approved by the Committee (including the particular category of Identified Services under which pre-approval was obtained).
V.B.3. Pre-approve any engagement of the independent auditors, including the fees and other compensation to be paid to the independent auditors, to provide any non-audit services
to the Adviser (or any “control affiliate” of the Adviser providing ongoing services to the Trust), if the engagement relates directly to the operations and financial reporting of
the Trust (unless an exception is available under Rule 2-01 of Regulation S-X).
(a) The Chair or any member of the Committee designated by the Chair may grant the pre-approval for non-audit services to the Adviser (or any “control affiliate” of the Adviser providing ongoing services to the Trust) relating directly to the operations and financial reporting of the Trust for which the estimated fees are less than $25,000. All such delegated pre-approvals shall be presented to the Committee no later than the next Committee meeting.
(b) For non-audit services to the Adviser (or any “control affiliate” of the Adviser providing ongoing services to the Trust) relating directly to the operations and financial reporting of the Trust for which the estimated fees are $25,000 or more, such services require pre-approval by the Committee.
The Audit Committee has pre-approved all audit and non-audit services provided by E&Y to the Funds, and all non-audit services provided by E&Y to Guggenheim Funds, or any entity controlling, controlled by, or under common control with Guggenheim Funds that provides ongoing services to the Funds that are related to the operations of the Funds for the Funds’ two most recently completed fiscal years.
None of the services described above for the Funds’ two most recently completed fiscal years were approved by the Audit Committee pursuant to the pre-approvalpre-
29
approval exception under Rule 2-01(c)(7)(i)(C) of Regulation S-X promulgated by the SEC.
Principal Shareholders
As of the Record Date, to the knowledge of each Fund, no person beneficially owned more than 5% of the voting securities of any class of securities of any of the Funds, except as set forth on Annex B.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, and Section 30(h) of the 1940 Act require each Fund’s officers and Trustees, certain officers of each Fund’s investment adviser, affiliated persons of the investment adviser, and persons who beneficially own more than ten percent of a Fund’s shares to file certain reports of ownership (“Section 16 filings”) with the SEC and the NYSE. Based upon each Fund’s review of the copies of such forms effecting the Section 16 filings received by it, each Fund believes that for its most recently completed fiscal year, all filings applicable to such persons were completed and filed in a timely manner, except as follows: for FMO: Form 4 (relating to acquisition of securities) for Roman Friedrich III was amended to correct the transaction date, but such amendment was not filed in a timely manner relative to the transaction date; for GBAB: Form 4 (relating to acquisition of securities) for Roman Friedrich III was amended to correct the transaction date, but such amendment was not filed in a timely manner relative to the transaction date; for GGE: Form 4 (relating to acquisition of securities) for Roman Friedrich III was amended to correct the transaction date, but such amendment was not filed in a timely manner relative to the transaction date.
Privacy Principles of the Funds
The Funds are committed to maintaining the privacy of shareholders and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information the Funds collect, how the Funds protect that information and why, in certain cases, the Funds may share information with select other parties.
Generally, the Funds do not receive any non-public personal information relating to their shareholders, although certain non-public personal information of their shareholders may become available to the Funds. The Funds do not disclose any non-public personal information about their shareholders or former shareholders to anyone, except as permitted by law or as is necessary in order to service shareholder accounts (for example, to a transfer agent or third party administrator).
The Funds restrict access to non-public personal information about their shareholders to employees of Guggenheim Funds with a legitimate business need for the information. The Funds maintain physical, electronic and procedural safeguards designed to protect the non-public personal information of their shareholders.
Deadline for Shareholder Proposals
Each Fund’s Amended and Restated By-Laws (the “By-Laws”) require compliance with certain procedures for a shareholder to properly make a nomination for election as a Trustee or to propose other business for the Fund. If a shareholder who is entitled to do so under a Fund’s By-Laws wishes to nominate a person or persons for election as a Trustee or propose other business for the Fund, that shareholder must provide a written notice to the Secretary of the Fund at the
30
Fund’s principal executive offices. Such notice must include certain information about the proponent and the proposal, or in the case of a nomination, the nominee. A copy of each Fund’s By-Laws, which includes the provisions regarding the requirements for shareholder nominations and proposals, may be obtained by writing to the Secretary of the Fund at 227 West Monroe Street, 7th Floor, Chicago, Illinois 60606. Any shareholder considering making a nomination or other proposal should carefully review and comply with those provisions of the Fund’s By-Laws.
Shareholder proposals intended for inclusion in a Fund’s proxy statement in connection with the 20162019 annual meeting of shareholders pursuant to Rule 14a-8 under the Exchange Act must be received by the Fund at the Fund’s principal executive offices by November 28, 201526, 2018 in order to be considered for inclusion in the Fund’s proxy statement. Timely submission of a proposal does not necessarily mean that such proposal will be included in the Fund’s proxy statement.
A proposal, other than a proposal submitted pursuant to Rule 14a-8, must be received by the Fund’s Secretary at the Fund’s principal executive
Expenses of Proxy Solicitation
The cost of the Annual Meeting, including the costs of preparing and mailing the notice, proxy statement and proxy, and the solicitation of proxies, including reimbursement to broker-dealers and others who forwarded proxy materials to their clients, will be borne by the Funds. Costs will be borne by the Funds in proportion to the number of proxies solicited on behalf of a Fund to the total proxies solicited on behalf of all of the Funds. Certain officers of the Fund and certain officers and employees of Guggenheim Funds or their respective affiliates (none of whom will receive additional compensation therefore) may solicit proxies by telephone, mail, e-mail and/or personal interviews. Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation materials to their principals to obtain authorization for the execution of proxies, and will be reimbursed by the Funds for such out-of-pocket expenses.
Other Matters
The management of the Funds knows of no other matters which are to be brought before the Annual Meeting. However, if any other matters not now known properly come before the Annual Meeting, it is the intention of the persons named in the enclosed form of proxy to vote such proxy in accordance with their judgment on such matters.
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Failure of a quorum to be present at the Annual Meeting may result in an adjournment. The persons named inchair of the enclosed proxy cardAnnual Meeting may also move for an adjournment of any meeting to permit further solicitation of proxies with respect to a Proposal if they determinehe or she determines that adjournment and further solicitation are reasonable and in the best interests of shareholders. Any such adjournment will require the affirmative vote of a majority of the shares of the Fund present in person or by proxy and entitled to vote at the time of the meeting to be adjourned. The chairperson of the Annual Meeting may also adjourn the Annual Meeting.applicable Fund’s shareholders. Any adjourned meeting or meetings may be held without the necessity of another notice. The persons named in the enclosed proxy card will vote in favor of any such adjournment if they believe the adjournment and additional proxy solicitation are reasonable and in the best interests of each Fund’s shareholders. For purposes of determining the presence of a quorum, abstentions and broker non-votes will be treated as shares that are present at the meeting.
Please vote promptly by signing and dating each enclosed proxy card and returning it in the accompanying postage-paid return envelope or by following the enclosed instructions to vote by telephone or over the Internet.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on April 29, 2015
This Proxy Statement is available on the Internet at www.proxyvote.com.
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Audit and Other Fees | |||||||
Fiscal Year ended 2014 | |||||||
Non-Audit Fees | |||||||
Fiscal | Audit | Audit | Total | ||||
Fund | Year End | Fees | Related | Tax | Other | Non-Audit | Total |
FMO | 11/30 | $46,200 | $25,000 | $97,600 | $0 | $122,600 | $168,800 |
GBAB | 5/31 | $47,093 | $0 | $7,725 | $0 | $7,725 | $54,818 |
GGM(1) | 5/31 | $32,000 | $0 | $9,450 | $0 | $9,450 | $41,450 |
GPM | 12/31 | $24,517 | $0 | $7,725 | $0 | $7,725 | $32,242 |
GGE | 10/31 | $24,517 | $0 | $7,725 | $0 | $7,725 | $32,242 |
GEQ | 12/31 | $29,243 | $0 | $9,734 | $0 | $9,734 | $38,977 |
GOF | 5/31 | $58,118 | $0 | $9,734 | $24,000 | $33,734 | $91,852 |
Fiscal Year ended 2013 | |||||||
Non-Audit Fees | |||||||
Fiscal | Audit | Audit | Total | ||||
Fund | Year End | Fees | Related | Tax | Other | Non-Audit | Total |
FMO | 11/30 | $43,000 | $42,000 | $158,800 | $0 | $200,800 | $243,800 |
GBAB | 5/31 | $38,850 | $0 | $7,500 | $0 | $7,500 | $46,350 |
GGM(1) | 5/31 | n/a | n/a | n/a | n/a | n/a | n/a |
GPM | 12/31 | $22,350 | $0 | $7,500 | $0 | $7,500 | $29,900 |
GGE | 10/31 | $22,350 | $0 | $7,500 | $0 | $7,500 | $29,850 |
GEQ | 12/31 | $26,250 | $0 | $9,450 | $0 | $9,450 | $35,700 |
GOF | 5/31 | $44,350 | $0 | $9,450 | $36,000 | $45,450 | $89,800 |
Annex A
Non-Audit Fees | |||||||
Fiscal | Audit | Audit | Total | ||||
Fund | Year End | Fees | Related | Tax | Other | Non-Audit | Total |
FMO | 11/30 | $50,331 | $0 | $145,795 | $0 | $145,795 | $196,126 |
GBAB | 5/31 | $51,370 | $0 | $10,633 | $0 | $10,633 | $62,003 |
GGM | 5/31 | $42,314 | $21,550 | $10,633 | $0 | $32,183 | $74,497 |
GPM | 12/31 | $26,222 | $7,700 | $8,441 | $0 | $16,141 | $42,363 |
GOF | 5/31 | $63,651 | $29,750 | $13,378 | $0 | $43,128 | $106,779 |
Fiscal Year ended 2016 |
Non-Audit Fees | |||||||
Fiscal | Audit | Audit | Total | ||||
Fund | Year End | Fees | Related | Tax | Other | Non-Audit | Total |
FMO | 11/30 | $48,901 | $7,700 | $124,100 | $0 | $131,800 | $180,701 |
GBAB | 5/31 | $49,867 | $0 | $10,323 | $0 | $10,323 | $60,190 |
GGM | 5/31 | $46,075 | $0 | $10,323 | $0 | $10,323 | $56,398 |
GPM | 12/31 | $25,451 | $3,950 | $8,195 | $0 | $12,145 | $37,596 |
GOF | 5/31 | $65,640 | $22,050 | $12,988 | $0 | $35,038 | $100,678 |
A-1
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Annex B
Principal Shareholders
Shareholder Name | Class | Share | Percentage | |
Fund | and Address | of Shares | Holdings | Owned |
FMO | First Trust Portfolios L.P., | Common | 2,960,726 | 8.37% |
First Trust Advisors L.P., | ||||
and The Charger Corporation | ||||
120 East Liberty Drive, | ||||
Suite 400 | ||||
Wheaton, IL 60187 | ||||
GBAB | Guggenheim Capital, LLC: | Common | 1,177,888 | 6.76% |
227 West Monroe Street, | ||||
Chicago, IL 60606 | ||||
Guggenheim Partners, LLC: | ||||
227 West Monroe Street, | ||||
Chicago, IL 60606 | ||||
GI Holdco II LLC: | ||||
330 Madison Avenue, | ||||
New York, NY 10017 | ||||
GI Holdco LLC: | ||||
330 Madison Avenue, | ||||
New York, NY 10017 | ||||
Guggenheim Partners | ||||
Investment Management | ||||
Holdings, LLC: | ||||
330 Madison Avenue, | ||||
New York, NY 10017 | ||||
Guggenheim Partners | ||||
Investment Management, LLC: | ||||
100 Wilshire Boulevard, | ||||
5th Floor, | ||||
Santa Monica, CA 904011 | ||||
GGM | First Trust Portfolios L.P., | Common | 1,384,250 | 18.79% |
First Trust Advisors L.P., and | ||||
The Charger Corporation | ||||
120 East Liberty Drive, | ||||
Suite 400 | ||||
Wheaton, IL 60187 | ||||
GPM | Advisors Asset | Common | 2,607,923 | 5.42% |
Management, Inc. | ||||
18925 Base Camp Road | ||||
Monument, CO 80132 | ||||
GOF | Morgan Stanley and | Common | 1,362,283 | 6.0% |
Morgan Stanley Smith Barney, | ||||
LLC | ||||
1585 Broadway | ||||
New York, NY 10036 |
Principal Shareholders | ||||
Shareholder Name | Class | Share | Percentage | |
Fund | and Address | of Shares | Holdings | Owned |
FMO | Bank of America Corporation | Common | 3,293,379 | 10.12 |
100 North Tryon Street | ||||
Charlotte, NC 28255 | ||||
GBAB | Morgan Stanley | Common | 1,188,710 | 6.83 |
Smith Barney LLC | ||||
1585 Broadway | ||||
New York, NY 10036 | ||||
Guggenheim Partners | Common | 1,154,388 | 6.63 | |
Investment Management, | ||||
LLC | ||||
100 Wilshire Blvd | ||||
Santa Monica, CA 90401 | ||||
GGM | First Trust Portfolios LP | Common | 1,108,838 | 16.73 |
120 East Liberty Drive | ||||
Wheaton, IL 60187 | ||||
GPM | First Trust Portfolios LP | Common | 2,647,134 | 13.89 |
120 East Liberty Drive | ||||
Wheaton, IL 60187 | ||||
GGE | First Trust Portfolios LP | Common | 365,756 | 7.32 |
120 East Liberty Drive | ||||
Wheaton, IL 60187 | ||||
GEQ | First Trust Portfolios LP | Common | 1,824,082 | 20.80 |
120 East Liberty Drive | ||||
Wheaton, IL 60187 | ||||
GOF | None |
* | The information contained in this table is based on the 2018. |
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PROXY TABULATOR |
P.O. BOX 9112 |
FARMINGDALE, NY 11735 |
To vote by Internet | |
1) Read the Proxy Statement and have the proxy card below at hand. | |
2) Go to website www.proxyvote.com | |
3) Follow the instructions provided on the website. | |
To vote by Telephone | |
1) Read the Proxy Statement and have the proxy card below at hand. | |
2) Call 1-800-690-6903 | |
3) Follow the instructions. | |
To vote by Mail | |
1) Read the Proxy Statement. | |
2) Check the appropriate | |
3) Sign and date the proxy card. | |
4) Return the proxy card in the envelope provided. |
1. | |||||||
To elect Trustees in the following manner: | |||||||
qualified: | For | Against | Abstain | ||||
1a. | Jerry B. Farley | ☐ | ☐ | ☐ | |||
1b. | Roman Friedrich III | ☐ | ☐ | ☐ | |||
1c. | Ronald A. Nyberg | ||||||
2. | To transact such other business as may properly come before the Annual Meeting or any adjournments, postponements or delays thereof. |
Signature [PLEASE SIGN WITHIN BOX] Date | Signature [Joint Owners] | Date |
To vote by Internet | |
1) Read the Proxy Statement and have the proxy card below at hand. | |
2) Go to website www.proxyvote.com | |
3) Follow the instructions provided on the website. | |
To vote by Telephone | |
1) Read the Proxy Statement and have the proxy card below at hand. | |
2) Call 1-800-690-6903 | |
3) Follow the instructions. | |
To vote by Mail | |
1) Read the Proxy Statement. | |
2) Check the appropriate | |
3) Sign and date the proxy card. | |
4) Return the proxy card in the envelope provided. |
1. | |||||||
To elect Trustees in the following manner: | |||||||
For | Against | Abstain | |||||
qualified: | |||||||
1a. | Jerry B. Farley | ☐ | ☐ | ☐ | |||
1b. | Roman Friedrich III | ☐ | ☐ | ☐ | |||
1c. | Ronald A. Nyberg | ||||||
2. | To transact such other business as may properly come before the Annual Meeting or any adjournments, postponements or delays thereof. |
Signature [PLEASE SIGN WITHIN BOX] Date | Signature [Joint Owners] | Date |
To vote by Internet | |
1) Read the Proxy Statement and have the proxy card below at hand. | |
2) Go to website www.proxyvote.com | |
3) Follow the instructions provided on the website. | |
To vote by Telephone | |
1) Read the Proxy Statement and have the proxy card below at hand. | |
2) Call 1-800-690-6903 | |
3) Follow the instructions. | |
To vote by Mail | |
1) Read the Proxy Statement. | |
2) Check the appropriate | |
3) Sign and date the proxy card. | |
4) Return the proxy card in the envelope provided. |
1. | |||||||
meeting or until successor is elected and | For | Against | Abstain | ||||
qualified: | |||||||
1a. | Jerry B. Farley | ☐ | ☐ | ☐ | |||
1b. | Roman Friedrich III | ☐ | ☐ | ☐ | |||
1c. | Ronald A. Nyberg | ☐ | ☐ | ☐ | |||
2. | To transact such other business as may properly come before the Annual Meeting or any adjournments, postponements or delays thereof. |
Signature [PLEASE SIGN WITHIN BOX] Date | Signature [Joint Owners] | Date |
To vote by Internet | |
1) Read the Proxy Statement and have the proxy card below at hand. | |
2) Go to website www.proxyvote.com | |
3) Follow the instructions provided on the website. | |
To vote by Telephone | |
1) Read the Proxy Statement and have the proxy card below at hand. | |
2) Call 1-800-690-6903 | |
3) Follow the instructions. | |
To vote by Mail | |
1) Read the Proxy Statement. | |
2) Check the appropriate | |
3) Sign and date the proxy card. | |
4) Return the proxy card in the envelope provided. |
1. | |||||||
To elect Trustees in the following manner: | |||||||
For | Against | Abstain | |||||
qualified: | |||||||
1a. | Jerry B. Farley | ☐ | ☐ | ☐ | |||
1b. | Roman Friedrich III | ☐ | ☐ | ☐ | |||
1c. | Ronald A. Nyberg | ||||||
2. | To transact such other business as may properly come before the Annual Meeting or any adjournments, postponements or delays thereof. |
Signature [PLEASE SIGN WITHIN BOX] Date | Signature [Joint Owners] | Date |
To vote by Internet | |
1) Read the Proxy Statement and have the proxy card below at hand. | |
2) Go to website www.proxyvote.com | |
3) Follow the instructions provided on the website. | |
To vote by Telephone | |
1) Read the Proxy Statement and have the proxy card below at hand. | |
2) Call 1-800-690-6903 | |
3) Follow the instructions. | |
To vote by Mail | |
1) Read the Proxy Statement. | |
2) Check the appropriate | |
3) Sign and date the proxy card. | |
4) Return the proxy card in the envelope provided. |
1. | ||||||||
To elect Trustees in the following manner: | ||||||||
For | Against | Abstain | ||||||
1a. | Randall C. Barnes | ☐ | ☐ | ☐ | ||||
1b. | Donald A. Chubb, Jr. | ☐ | ☐ | ☐ | ||||
1c. | Roman Friedrich III | ☐ | ☐ | ☐ | ||||
1d. | Amy J. Lee | ☐ | ☐ | ☐ |
Signature [PLEASE SIGN WITHIN BOX] Date | Signature [Joint Owners] | Date |