Annual Report by Investment Company (Form N-CSR)
Item 1. |
Reports to Stockholders.
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(a) |
The Report to Shareholders of
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2 | ||||
3 | ||||
8 | ||||
9 | ||||
FINANCIAL STATEMENTS | ||||
16 | ||||
19 | ||||
20 | ||||
21 | ||||
22 | ||||
23 | ||||
25 | ||||
33 | ||||
35 | ||||
40 |
Annual report 2024 |
Confidential & Proprietary | 1 |
Important information
Annual report 2024 |
Confidential & Proprietary | 2 |
Total Returns | 1H2024 | 2H2024 | CY2024 | |||
Fund NAV Total Return | -7.7% | 1.3% | -6.5% | |||
Fund Market Price Total Return | -0.3% | 1.6% | 1.3% | |||
FTSE EPRA Developed Net RetuIndex1 | -3.7% | 4.8% | 0.9% | |||
MSCI US REIT Preferred Index2 | 0.2% | 4.5% | 4.8% | |||
Blended Index: 90% FTSE EPRA Developed Net RetuIndex, 10% MSCI US REIT Preferred Index3 |
-3.3% | 4.8% | 1.4% |
1 | Represented by the FTSE EPRA Nareit Developed Index - Net (USD). The Index is an unmanaged market-weighted index consisting of real estate companies from developed markets, where greater than 75% of constituents' EBITDA (earnings before interest, taxes, depreciation, and amortization) is derived from relevant real estate activities and is calculated net of withholding taxes. Investors cannot invest directly in an index. |
2 | Represented by the MSCI REIT Preferred Index, a preferred stock market capitalization-weighted index of certain exchange-traded preferred securities issued by |
3 | Effective 1/1/2024, the custom benchmark changed from 80% FTSE EPRA Nareit Developed - Net and 20% MSCI Preferred Index to 90% FTSE EPRA Nareit Developed - Net and 10% MSCI Preferred Index. Investors cannot invest directly in an index. |
4 | The Trust is currently paying distributions in excess of its net investment income and capital gains, which may result in a retuof capital. Absent this, the distribution rate would have been lower. The estimated composition of each distribution, including any retuof capital, will be provided to shareholders of record and is also available at www.cbreim.com. The final determination of a distribution's tax character will be made on Form 1099 DIV and sent to shareholders. |
Annual report 2024 |
Confidential & Proprietary | 3 |
Geographic exposure as of
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Sector exposure as of
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Source: |
Annual report 2024 |
Confidential & Proprietary | 4 |
Annual report 2024 |
Confidential & Proprietary | 5 |
Annual report 2024 |
Confidential & Proprietary | 6 |
Portfolio Manager
President & CEO
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Portfolio Manager
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Portfolio Manager
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Annual report 2024 |
Confidential & Proprietary | 7 |
Beginning account value |
Ending account value |
Annualized
expense ratio
|
Expenses paid
during the period
|
|||||||||||||
Per |
||||||||||||||||
CBRE GLOBAL REAL ESTATE INCOME TRUST
|
||||||||||||||||
Actual
|
$ | 1,000.00 | $ | 1,013.40 | 3.82% | $ | 19.32 | |||||||||
Hypothetical (5% retubefore expenses)
|
$ | 1,000.00 | $ | 1,005.94 | 3.82% | $ | 19.25 |
(1) |
Expenses are equal to the Trust's annualized expense ratio, multiplied by the average account value over the period, multiplied by 184 (the number of days in the most recent six-month period), then divided by 366.
|
Annual report 2024 |
Confidential & Proprietary | 8 |
Annual report 2024 |
Confidential & Proprietary | 9 |
- |
Retail Properties Retail properties are affected by the overall health of the economy and may be adversely affected by, among other things, the growth of alternative forms of retailing, bankruptcy, departure or cessation of operations of a tenant, a shift in consumer demand due to demographic changes, spending patterns and lease terminations.
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- |
Office Properties Office properties are affected by the overall health of the economy, and other factors such as a downtuin the businesses operated by their tenants, obsolescence and non-competitiveness.
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- |
Hotel Properties The risks of hotel properties include, among other things, the necessity of a high level of continuing capital expenditures, competition, increases in operating costs which may not be offset by increases in revenues, dependence on business and commercial travelers and tourism, increases in fuel costs and other expenses of travel, and adverse effects of general and local economic conditions. Hotel properties tend to be more sensitive to adverse economic conditions and competition than many other commercial properties.
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- |
Healthcare Properties Healthcare properties and healthcare providers are affected by several significant factors, including federal, state and local laws governing licenses, certification, adequacy of care, pharmaceutical distribution, rates, equipment, personnel and other factors regarding operations, continued availability of revenue from government reimbursement programs, and competition on a local and regional basis. The failure of any healthcare operator to comply with governmental laws and regulations may affect its ability to operate its facility or receive government reimbursements.
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- |
Multifamily Properties The value and successful operation of a multifamily property may be affected by a number of factors such as the location of the property, the ability of the management team, the level of mortgage rates, the presence of competing properties, adverse economic conditions in the locale, oversupply and rent control laws or other laws affecting such properties.
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- |
Community Shopping Centers Community center properties are dependent upon the successful operations and financial condition of their tenants, particularly certain of their major tenants, and could be adversely affected by bankruptcy of those tenants. In some cases, a tenant may lease a significant portion of the space in one center, and the filing of bankruptcy could cause significant revenue loss. Like others in the commercial real estate industry, community centers are subject to environmental risks and interest rate risk. They also face the need to enter into new leases or renew leases on favorable terms to generate rental revenues. Community center properties could be adversely affected by changes in the local markets where their properties are located, as well as by adverse changes in national economic and market conditions.
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- |
Self-Storage Properties The value and successful operation of a self-storage property may be affected by a number of factors, such as the ability of the management team, the location of the property, the presence of competing properties, changes in traffic patterns, and adverse effects of general and local economic conditions with respect to rental rates and occupancy levels.
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Annual report 2024 |
Confidential & Proprietary | 10 |
- |
Industrial Properties Industrial properties typically include warehouses, depots, storage, factories, logistics and distributions. Factors such as vacancy, tenant mix, lease term, property condition and design, redevelopment opportunities and property location could adversely affect the value and operation of industrial properties.
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- |
Towers Companies Cell towers and wireless services have seen an increased demand in recent years. However, owners and operators of towers may be subject to, and therefore must comply with, environmental laws that impose strict, joint and several liability for the cleanup of on-site or off-site contamination and related personal injury or property damage.
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- |
Data Centers Properties Data centers facilities house an organization's most critical and proprietary assets. Therefore, operation of data centers properties depends upon the demand for technology-related real estate and global economic conditions that could adversely affect companies' abilities to lease, develop or renew leases. Declining real estate valuations and impairment charges could adversely affect earnings and financial condition of data center properties.
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- |
Net Lease Properties Net lease properties require the tenant to pay (in addition to the rent) property taxes, insurance, and maintenance on the property. Tenant's ability to pay rent, interest rate fluctuations, vacancy, property location, length of the lease are only few of the risks that could affect net lease properties operations.
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- |
Lack of Insurance Certain of the portfolio companies may fail to carry comprehensive liability, fire, flood, earthquake extended coverage and rental loss insurance, or insurance in place may be subject to various policy specifications, limits and deductibles. Should any type of uninsured loss occur, the portfolio company could lose its investment in, and anticipated profits and cash flows from, a number of properties and as a result adversely affect the Trust's investment performance.
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- |
Financial Leverage Global real estate companies may be highly leveraged and financial covenants may affect the ability of global real estate companies to operate effectively.
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- |
Environmental Issues In connection with the ownership (direct or indirect), operation, management and development of real properties that may contain hazardous or toxic substances, a portfolio company may be considered an owner, operator or responsible party of such properties and, therefore, may be potentially liable for removal or remediation costs, as well as certain other costs, including governmental fines and liabilities for injuries to persons and property. The existence of any such material environmental liability could have a material adverse effect on the results of operations and cash flow of any such portfolio company and, as a result, the amount available to make distributions on shares of the Trust could be reduced.
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- |
Recent Events The value of real estate is particularly susceptible to acts of terrorism and other changes in foreign and domestic conditions.
|
- |
Acts of God and Geopolitical Risks The performance of certain investments could be affected by acts of God or other unforeseen and/or uncontrollable events (collectively, "disruptions"), including, but not limited to, natural disasters, public health emergencies (including any outbreak or threat of COVID-19, SARS, H1N1/09 flu, avian flu, other coronavirus, Ebola, or other existing or new pandemic or epidemic diseases), terrorism, social and political discord, geopolitical events, national and international political circumstances, and other unforeseen and/or uncontrollable events with widespread impact. These disruptions may affect the level and volatility of security prices and liquidity of any investments. Unexpected volatility could impair an investment's profitability or result in it suffering losses. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or securities industry participants in other countries or regions.
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- |
REIT Issues REITs are subject to a highly technical and complex set of provisions in the Code. It is possible that the Trust may invest in a real estate company which purports to be a REIT, but which fails to qualify as a REIT. In the event of any such unexpected failure to qualify as a REIT, the purported REIT would be subject to corporate-level taxation, significantly reducing the retuto the Trust on its investment in such company.
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Annual report 2024 |
Confidential & Proprietary | 11 |
- |
the likelihood of greater volatility of net asset value and market price of the common shares because changes in the value of the Trust's portfolio, including securities bought with the proceeds of the leverage, are borne entirely by the holders of common shares; and
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- |
the possibility either that common share net investment income will fall if the leverage expense rises or that common share net investment income will fluctuate because the leverage expense varies.
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- |
Deferral Preferred securities may include provisions that permit the issuer, at its discretion, to defer distributions for a stated period without any adverse consequences to the issuer. If the Trust owns a preferred security that is deferring its distributions, the Trust may be required to report income for tax purposes although it has not yet received such income.
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- |
Subordination Preferred securities are subordinated to bonds and other debt instruments in a company's capital structure with respect to priority to corporate income and liquidation payments, and therefore will be subject to greater credit risk than more senior debt instruments.
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- |
Liquidity Preferred securities may be substantially less liquid than many other securities, such as common stocks or
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- |
Limited Voting Rights Generally, preferred security holders (such as the Trust) have no voting rights with respect to the issuing company unless preferred dividends have been in arrears for a specified number of periods, at which time the preferred security holders may elect a number of directors to the issuer's board. Generally, once all the arrearages have been paid, the preferred security holders no longer have voting rights. In the case of certain trust preferred securities,
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Annual report 2024 |
Confidential & Proprietary | 12 |
holders generally have no voting rights, except (i) if the issuer fails to pay dividends for a specified period of time or (ii) if a declaration of default occurs and is continuing. In such an event, rights of holders of trust preferred securities generally would include the right to appoint and authorize a trustee to enforce the trust or special purpose entity's rights as a creditor under the agreement with its operating company. |
- |
Special Redemption Rights In certain varying circumstances, an issuer of preferred securities may redeem the securities prior to a specified date. For instance, for certain types of preferred securities, a redemption may be triggered by a change in Federal income tax or securities laws. As with call provisions, a redemption by the issuer may negatively impact the retuon the security held by the Trust.
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- |
New Types of Securities From time to time, preferred securities, including trust preferred securities, have been, and may in the future be, offered having features other than those described herein. The Trust reserves the right to invest in these securities if the Adviser believes that doing so would be consistent with the Trust's investment objectives and policies. Since the market for these instruments would be new, the Trust may have difficulty disposing of them at a suitable price and time. In addition to limited liquidity, these instruments may present other risks, such as high price volatility.
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Annual report 2024 |
Confidential & Proprietary | 13 |
Annual report 2024 |
Confidential & Proprietary | 14 |
Shares | Market value | |||||||||||||||
Real Estate Securities* - 147.6% | ||||||||||||||||
Common Stock - 138.5% | ||||||||||||||||
830,420 | $ | 7,378,106 | ||||||||||||||
1,525,133 | 6,288,936 | |||||||||||||||
655,202 | 14,457,996 | |||||||||||||||
2,931,273 | 3,402,928 | |||||||||||||||
3,459,899 | 7,347,723 | |||||||||||||||
38,875,689 | ||||||||||||||||
167,362 | 9,739,618 | |||||||||||||||
93,958 | 5,409,503 | |||||||||||||||
15,149,121 | ||||||||||||||||
176,498 | Canadian Apartment Properties REIT | 5,231,616 | ||||||||||||||
939,900 | 6,064,714 | |||||||||||||||
850,000 | 10,803,782 | |||||||||||||||
22,100,112 | ||||||||||||||||
4,500,000 | 6,916,883 | |||||||||||||||
169,904 | 2,818,479 | |||||||||||||||
168,449 | 12,684,434 | |||||||||||||||
15,502,913 | ||||||||||||||||
105,598 | 8,944,535 | |||||||||||||||
287,379 | 8,725,047 | |||||||||||||||
17,669,582 | ||||||||||||||||
1,837,310 | 7,545,130 | |||||||||||||||
4,706,470 | Link REIT | 19,903,261 | ||||||||||||||
2,348,000 | 1,559,701 | |||||||||||||||
4,382,000 | 8,924,264 | |||||||||||||||
1,422,303 | 3,636,344 | |||||||||||||||
41,568,700 |
Shares | Market value | |||||||||||||||
3,139 | $ | 6,561,221 | ||||||||||||||
7,321 | 5,902,079 | |||||||||||||||
18,326 | 8,232,474 | |||||||||||||||
24,096 | 13,829,595 | |||||||||||||||
8,994 | 8,555,631 | |||||||||||||||
10,619 | 9,601,425 | |||||||||||||||
10,122 | 10,568,976 | |||||||||||||||
280,300 | 4,649,670 | |||||||||||||||
1,163,300 | 7,162,185 | |||||||||||||||
75,063,256 | ||||||||||||||||
3,822,800 | CapitaLand Ascendas REIT | 7,201,727 | ||||||||||||||
13,702,944 | 7,232,165 | |||||||||||||||
9,872,134 | 13,966,588 | |||||||||||||||
5,878,600 | 3,792,089 | |||||||||||||||
6,921,400 | Keppel DC REIT | 11,060,440 | ||||||||||||||
8,338,000 | 5,317,446 | |||||||||||||||
48,570,455 | ||||||||||||||||
1,109,753 | 12,107,675 | |||||||||||||||
2,598,836 | 19,007,855 | |||||||||||||||
3,939,857 | 8,886,599 | |||||||||||||||
829,603 | 6,691,101 | |||||||||||||||
2,668,000 | 2,275,487 | |||||||||||||||
2,696,061 | 4,480,660 | |||||||||||||||
550,000 | 5,555,312 | |||||||||||||||
46,897,014 |
Annual report 2024 |
Confidential & Proprietary | 16 |
Shares | Market value | |||||||||||||||
178,107 | $ | 17,374,338 | ||||||||||||||
209,073 | 38,346,079 | |||||||||||||||
753,292 | 16,120,449 | |||||||||||||||
154,739 | 34,037,938 | |||||||||||||||
652,710 | 10,351,981 | |||||||||||||||
170,738 | 5,284,341 | |||||||||||||||
333,020 | 30,224,895 | |||||||||||||||
659,781 | CubeSmart | 28,271,616 | ||||||||||||||
640,539 | 6,610,362 | |||||||||||||||
47,064 | 44,376,175 | |||||||||||||||
76,610 | 21,867,558 | |||||||||||||||
202,656 | 30,317,338 | |||||||||||||||
145,732 | 16,314,697 | |||||||||||||||
941,911 | 15,965,391 | |||||||||||||||
1,284,701 | 26,040,889 | |||||||||||||||
426,460 | 7,471,579 | |||||||||||||||
454,631 | 1,377,532 | |||||||||||||||
418,300 | 8,299,072 | |||||||||||||||
1,418,143 | 45,338,031 | |||||||||||||||
291,063 | 17,047,560 | |||||||||||||||
9,589 | 2,674,756 | |||||||||||||||
316,068 | 11,982,138 | |||||||||||||||
800,659 | 11,265,272 | |||||||||||||||
696,892 | 6,376,562 | |||||||||||||||
538,271 | 28,749,054 | |||||||||||||||
157,680 | 11,657,282 | |||||||||||||||
581,300 | 10,091,368 | |||||||||||||||
652,365 | 25,220,431 | |||||||||||||||
209,103 | 36,009,628 |
Shares | Market value | |||||||||||||||
262,148 | $ | 32,236,340 | ||||||||||||||
1,408,200 | 16,673,088 | |||||||||||||||
603,019 | 17,614,185 | |||||||||||||||
209,000 | 26,340,270 | |||||||||||||||
657,928,195 | ||||||||||||||||
Total Common Stock | ||||||||||||||||
(cost |
998,349,595 | |||||||||||||||
Preferred Stock - 9.1% | ||||||||||||||||
245,403 | 5,509,297 | |||||||||||||||
301,100 | 6,386,331 | |||||||||||||||
282,200 | 6,070,122 | |||||||||||||||
405,900 | 8,661,906 | |||||||||||||||
383,644 | 7,649,861 | |||||||||||||||
541,950 | 11,028,683 | |||||||||||||||
262,125 | 5,176,969 | |||||||||||||||
143,517 | 3,351,122 | |||||||||||||||
287,077 | 5,873,596 | |||||||||||||||
265,000 | 5,933,350 | |||||||||||||||
Total Preferred Stock | ||||||||||||||||
(cost |
65,641,237 | |||||||||||||||
Total Investments - 147.6% | ||||||||||||||||
(cost |
1,063,990,832 | |||||||||||||||
Liabilities in Excess of Other Assets - (47.6)% |
(342,956,372 | ) | ||||||||||||||
Net Assets - 100.0% | $ | 721,034,460 |
* |
Includes
|
(a) |
Non-income producing security.
|
Annual report 2024 |
Confidential & Proprietary | 17 |
Assets | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
INVESTMENT IN REAL ESTATE SECURITIES | ||||||||||||||||
Common Stock
|
||||||||||||||||
|
$ | 38,875,689 | $ | - | $ | - | $ | 38,875,689 | ||||||||
|
15,149,121 | - | - | 15,149,121 | ||||||||||||
|
22,100,112 | - | - | 22,100,112 | ||||||||||||
|
6,916,883 | - | - | 6,916,883 | ||||||||||||
|
15,502,913 | - | - | 15,502,913 | ||||||||||||
|
17,669,582 | - | - | 17,669,582 | ||||||||||||
|
41,568,700 | - | - | 41,568,700 | ||||||||||||
|
75,063,256 | - | - | 75,063,256 | ||||||||||||
|
48,570,455 | - | - | 48,570,455 | ||||||||||||
|
12,107,675 | - | - | 12,107,675 | ||||||||||||
|
46,897,014 | - | - | 46,897,014 | ||||||||||||
|
657,928,195 | - | - | 657,928,195 | ||||||||||||
Total Common Stock | 998,349,595 | - | - | 998,349,595 | ||||||||||||
Preferred Stock
|
||||||||||||||||
|
65,641,237 | - | - | 65,641,237 | ||||||||||||
TOTAL INVESTMENT IN REAL ESTATE SECURITIES | $ | 1,063,990,832 | $ | - | $ | - | $ | 1,063,990,832 |
Annual report 2024 |
Confidential & Proprietary | 18 |
Assets
|
||||
Investments, at value (cost
|
$ | 1,063,990,832 | ||
Cash and cash equivalents
|
93 | |||
Dividends and interest receivable
|
6,226,159 | |||
Dividend withholding reclaims receivable
|
1,251,487 | |||
Other assets
|
116,131 | |||
Total assets
|
1,071,584,702 | |||
Liabilities
|
||||
Line of credit payable
|
347,922,500 | |||
Line of credit interest payable
|
1,565,273 | |||
Management fees payable
|
794,419 | |||
Accrued expenses
|
268,050 | |||
Total liabilities
|
350,550,242 | |||
NET ASSETS
|
$ | 721,034,460 | ||
Composition of Net Assets
|
||||
|
||||
Unlimited number of shares authorized
|
||||
141,496,485 shares issued and outstanding
|
$ | 141,496 | ||
Additional paid-in capital
|
1,036,075,952 | |||
Distributable earnings / (accumulated loss)
|
(315,182,988) | |||
NET ASSETS
|
$ | 721,034,460 | ||
NET ASSET VALUE
|
||||
(BASED ON 141,496,485 SHARES OUTSTANDING)
|
$ | 5.10 |
Annual report 2024 |
Confidential & Proprietary | 19 |
For the year ended
|
||||
Investment Income
|
||||
Dividends (net of foreign withholding taxes of
|
||||
Interest
|
3,629 | |||
Total investment income
|
42,032,926 | |||
Expenses
|
||||
Interest expense on line of credit
|
19,669,302 | |||
Management fees
|
9,571,041 | |||
Legal fees
|
289,568 | |||
Printing and mailing fees
|
246,059 | |||
Administration fees
|
235,201 | |||
Trustees' fees and expenses
|
235,000 | |||
Custodian fees
|
183,690 | |||
Insurance fees
|
166,654 | |||
NYSE listing fee
|
143,468 | |||
Audit and tax fees
|
79,000 | |||
Transfer agent fees
|
50,301 | |||
Miscellaneous expenses
|
39,399 | |||
Total expenses
|
30,908,683 | |||
NET INVESTMENT INCOME
|
11,124,243 | |||
Net Realized and Unrealized Gain (Loss) on Investments,
and Foreign Currency Transactions
|
||||
Net realized gain (loss) on:
|
||||
Investments
|
72,591,271 | |||
Foreign currency transactions
|
(197,297) | |||
Total Net Realized Gain
|
72,393,974 | |||
Net change in unrealized appreciation (depreciation) on:
|
||||
Investments
|
(137,886,289) | |||
Foreign currency denominated assets and liabilities
|
(77,541) | |||
Total Net Change in Unrealized Depreciation
|
(137,963,830) | |||
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS AND
FOREIGN CURRENCY TRANSACTIONS
|
(65,569,856) | |||
|
Annual report 2024 |
Confidential & Proprietary | 20 |
For the year ended
|
For the year ended
|
|||||||
Change in Net Assets Resulting from Operations
|
||||||||
Net investment income
|
||||||||
Net realized gain on investments, written options, and foreign currency transactions
|
72,393,974 | 47,636,431 | ||||||
Net change in unrealized appreciation (depreciation) on investments, and foreign currency denominated assets and liabilities
|
(137,963,830) | 51,719,068 | ||||||
Net increase (decrease) in net assets resulting from operations
|
(54,445,613) | 112,139,509 | ||||||
Distributions on Common Shares
|
||||||||
Distributions from distributable earnings
|
(83,334,001) | (85,517,072) | ||||||
Distribution of retuof capital
|
(17,698,999) | (11,052,258) | ||||||
Total distributions on common shares
|
(101,033,000) | (96,569,330) | ||||||
Capital Share transactions
|
||||||||
Proceeds from shares sold
|
9,377,313 | 117,591,843 | ||||||
Offering costs for common shares charged to paid-in capital
|
(138,140) | (1,898,934) | ||||||
Net increase from capital share transactions
|
9,239,173 | 115,692,909 | ||||||
Net Increase (Decrease) in Net Assets
|
(146,239,440) | 131,263,088 | ||||||
Net Assets
|
||||||||
Beginning of year
|
867,273,900 | 736,010,812 | ||||||
End of year
|
Annual report 2024 |
Confidential & Proprietary | 21 |
For the year ended
|
||||
Cash Flows from Operating Activities
|
||||
Net decrease in net assets resulting from operations
|
||||
Adjustments to Reconcile
|
||||
Net change in unrealized appreciation/depreciation on investments
|
137,886,289 | |||
Net realized gain on investments
|
(72,591,271) | |||
Cost of securities purchased
|
(1,032,090,961) | |||
Proceeds from sale of securities
|
990,105,403 | |||
Decrease in receivable for investment securities sold
|
63,375,760 | |||
Decrease in dividends and interest receivable
|
1,488,913 | |||
Increase in dividend withholding reclaims receivable
|
(152,656) | |||
Decrease in unrealized appreciation on spot contracts
|
17,334 | |||
Decrease in other assets
|
3,654 | |||
Decrease in management fees payable
|
(39,848) | |||
Decrease in line of credit interest payable
|
(159,238) | |||
Decrease in accrued expenses
|
(84,460) | |||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
33,313,306 | |||
Cash Flows from Financing Activities:
|
||||
Cash distributions paid on Common Shares
|
(101,312,719) | |||
Proceeds from shares sold
|
9,377,313 | |||
Offering costs for common shares charged to paid-in capital
|
(138,140) | |||
Proceeds from borrowing on line of credit
|
904,981,900 | |||
Payments on line of credit borrowings
|
(846,501,300) | |||
|
(33,592,946) | |||
Net decrease in cash
|
(279,640) | |||
Cash and Cash Equivalents at Beginning of Year
|
279,733 | |||
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
||||
Supplemental Disclosure
|
||||
Interest paid on line of credit borrowings
|
Annual report 2024 |
Confidential & Proprietary | 22 |
For the Year Ended 2024 |
For the
Year Ended 2023 |
For the
Year Ended 2022 |
For the
Year Ended 2021 |
For the
Year Ended 2020 |
||||||||||||||||
Per share operating performance for a share outstanding throughout the year | ||||||||||||||||||||
Net asset value, beginning of year | ||||||||||||||||||||
Income from investment operations | ||||||||||||||||||||
Net investment income(1)
|
0.08 | 0.10 | 0.20 | 0.22 | 0.17 | |||||||||||||||
Net realized and unrealized gain (loss) on investments, written options and foreign currency transactions
|
(0.46) | 0.74 | (3.67) | 2.75 | (0.32) | |||||||||||||||
Total from investment operations | (0.38) | 0.84 | (3.47) | 2.97 | (0.15) | |||||||||||||||
Common Share transactions | ||||||||||||||||||||
Accretive/(Dilutive) effect on net asset value as a result of new shares sold and rights offering
|
0.00 | (2) | (0.22) | (3) | - | - | - | |||||||||||||
Offering costs charged to paid-in-capital
|
(0.00) | (2) | (0.01) | - | - | - | ||||||||||||||
Total from Common Share transactions | (0.00) | (2) | (0.23) | - | - | - | ||||||||||||||
Distributions on Common Shares | ||||||||||||||||||||
Net investment income
|
(0.44) | (0.34) | (0.21) | (0.08) | (0.21) | |||||||||||||||
Net realized gains
|
(0.15) | (0.30) | (0.49) | (0.52) | - | |||||||||||||||
Retuof capital
|
(0.13) | (0.08) | - | - | (0.39) | |||||||||||||||
Total distributions to common shareholders | (0.72) | (0.72) | (0.70) | (0.60) | (0.60) | |||||||||||||||
NET ASSET VALUE, END OF YEAR | ||||||||||||||||||||
MARKET VALUE, END OF YEAR | ||||||||||||||||||||
Total investment return(4) | ||||||||||||||||||||
Net asset value | (6.50)% | 11.03% | (33.97)% | 37.88% | (0.74)% | |||||||||||||||
Market value | 1.25% | 8.66% | (35.54)% | 52.66% | (5.52)% | |||||||||||||||
Ratios and supplemental data | ||||||||||||||||||||
Net assets, applicable to common shares, end of year (thousands) | ||||||||||||||||||||
Borrowings (senior securities) outstanding, end of year (thousands) | ||||||||||||||||||||
Asset Coverage per |
||||||||||||||||||||
Ratios to average net assets applicable to common shares of: | ||||||||||||||||||||
Net expenses
|
3.88% | 3.86% | 2.29% | 1.46% | 1.53% | |||||||||||||||
Net expenses, excluding interest on line of credit
|
1.41% | 1.40% | 1.39% | 1.24% | 1.26% | |||||||||||||||
Net investment income
|
1.40% | 1.63% | 2.49% | 2.37% | 2.25% | |||||||||||||||
Portfolio turnover rate | 87.60% | 50.69% | 53.88% | 78.44% | 72.50% | |||||||||||||||
(1) |
Based on average shares outstanding.
|
(2) |
Less than
|
(3) |
Shares issued at a 5% discount on a 5-day average market price from
|
(4) |
Total investment retudoes not reflect brokerage commissions. Dividends and distributions are assumed to be reinvested at the prices obtained under the Trust's Dividend Reinvestment Plan. Net Asset Value ("NAV") total retuis calculated assuming reinvestment of distributions at NAV on the date of the distribution.
|
(5) |
Asset Coverage per
|
Annual report 2024 |
Confidential & Proprietary | 23 |
1 | FUND ORGANIZATION |
2 | SIGNIFICANT ACCOUNTING POLICIES |
Annual report 2024 |
Confidential & Proprietary | 25 |
(i) |
market value of investment securities, other assets and liabilities - at the current rates of exchange;
|
(ii) |
purchases and sales of investment securities, income and expenses - at the rate of exchange prevailing on the respective dates of such transactions.
|
Annual report 2024 |
Confidential & Proprietary | 26 |
Annual report 2024 |
Confidential & Proprietary | 27 |
3 | DERIVATIVE INSTRUMENTS |
4 | CONCENTRATION OF RISK |
5 | INVESTMENT MANAGEMENT AGREEMENT AND OTHER AGREEMENTS |
6 | PORTFOLIO SECURITIES |
Annual report 2024 |
Confidential & Proprietary | 28 |
7 | FEDERAL INCOME TAXES |
Cost of
investments for
tax purposes
|
Gross tax unrealized appreciation |
Gross tax
unrealized
depreciation |
Net tax
unrealized
depreciation on investments |
Net tax unrealized depreciation on foreign currency |
Qualified late year ordinary losses |
Qualified post- October capital deferral |
Undistributed
ordinary income
|
Undistributed long-term Capital gains / (accumulated capital loss) |
||||||||
Annual report 2024 |
Confidential & Proprietary | 29 |
8 | BORROWINGS |
9 | CAPITAL |
10 | INDEMNIFICATIONS |
11 | OPERATING SEGMENT |
Annual report 2024 |
Confidential & Proprietary | 30 |
12 | SUBSEQUENT EVENTS |
Annual report 2024 |
Confidential & Proprietary | 31 |
Annual report 2024 |
Confidential & Proprietary | 33 |
Number of shares in favor | Number of shares withheld | |||||||
|
103,794,805.405 | 6,584,974.395 | ||||||
|
108,271,029.660 | 2,108,750.140 |
Annual report 2024 |
Confidential & Proprietary | 35 |
Term of office and length of time served(1) |
Title | Principal occupations during the past five years |
Number of portfolios in the Trust complex overseen by Trustee |
Other directorships held by trustee |
||||||
Trustees: | ||||||||||
Suite 120
Age: 65
|
3 years/ since inception | Trustee | Senior Fellow |
1 | ||||||
Suite 120
Age: 69
|
3 years/ since inception | Trustee | Associate Director of the Zell-Lurie Real Estate Center at the |
1 | ||||||
Suite 120
Age: 80
|
3 years/ 201⁄2 years | Trustee/ Audit Committee Financial Expert | Senior Vice President, CFO and Treasurer, and a Director of |
1 | ||||||
Suite 120
Age: 66
|
3 years/ 6 years | Trustee | Founder and Managing Member of |
1 |
Annual report 2024 |
Confidential & Proprietary | 36 |
Term of office and length of time served(1) |
Title | Principal occupations during the past five years |
Number of portfolios in the Trust complex overseen by Trustee |
Other directorships held by trustee |
||||||
Trustees: | ||||||||||
Suite 120
Age 68
|
3 years/ 41⁄2 years | Trustee |
Managing Director and
General Counsel, The
(2005-2016) (Retired)
|
1 |
|
|||||
Suite 120
Age 61
|
3 years/ 1⁄2 year | Trustee | Partner, PwC (1996-2024) (Retired) | 1 |
(1) |
Each Trustee is elected to serve a three-year term concurrent with the class of Trustees to which he or she belongs.
|
(2) |
|
Length of Time Served | Principal Occupations During the Past Five Years and Other Affiliations | |||
Age: 56
President and Chief Executive Officer
|
Since 2022 | Chief Investment Officer (since 2021) and Co- Chief Investment Officer (since 2011) of |
||
Age: 47
Chief Financial Officer
|
since 2006 | Chief Operating Officer (since 2021) and Chief Financial Officer and Director of Operations (since 2011) of |
||
Age: 51 Chief Compliance Officer and Secretary
|
since 2023 | Chief Compliance Officer of |
Annual report 2024 |
Confidential & Proprietary | 37 |
Annual report 2024 |
Confidential & Proprietary | 38 |
Annual report 2024 |
Confidential & Proprietary | 39 |
Annual report 2024 |
Confidential & Proprietary | 40 |
(b) |
Not applicable |
Item 2. Code of Ethics.
(a) |
The Trust, as of the end of the period covered by this report, has adopted a Code of Ethics for Senior Financial Officers (the "Financial Officer Code of Ethics") that applies to the Trust's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Trust or a third party. |
(b) |
Not applicable. |
(c) |
There have been no amendments, during the period covered by this report, to a provision of the Financial Officer Code of Ethics that applies to the Trust's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Trust or a third party, and that relates to any element of the code of ethics description. |
(d) |
The Trust has not granted any waivers, including an implicit waiver, from a provision of the Financial Officer Code of Ethics that applies to the Trust's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Trust or a third party, that relates to one or more of the items set forth in paragraph (b) of this item's instructions. |
(e) |
Not applicable. |
(f) |
The Trust's Financial Officer Code of Ethics is attached hereto as an exhibit. |
Item 3. Audit Committee Financial Expert.
All of the members of the audit committee have the business and financial experience necessary to understand the fundamental financial statements of a closed-end,registered investment company; further, each member of the committee is financially literate, as such qualification is interpreted by the
Item 4. Principal Accountant Fees and Services.
Audit Fees
(a) |
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Trust's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are |
Audit-Related Fees
(b) |
The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the Trust's financial statements and are not reported under paragraph (a) of this Item are |
Tax Fees
(c) |
The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are |
All Other Fees
(d) |
The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are |
(e)(1) |
The Trust has an Audit Committee Charter in place (the "Charter") that governs the pre-approvalby the Trust's Audit Committee of all engagements for audit services and all Covered Non-AuditEngagements (as defined in the Charter) provided by the Trust's independent auditor (the "Independent Auditor") to the Trust and other "Related Entities" (as defined below). Each calendar year, the Audit Committee will review and re-approvethe Charter, together with any changes deemed necessary or desirable by the Audit Committee. The Audit Committee may, from time to time, modify the nature of the services pre-approved,the aggregate level of fees pre-approved,or both. |
"Related Entities" means (i)
Pre-approvalshall be required only with respect to non-auditservices (i) related directly to the operations and financial reporting of the Trust and (ii) provided to a Related Entity that furnishes ongoing services to the Trust. Such pre-approvalshall not apply to non-auditservices provided to any sub-adviserwhose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser. Pre-approvalby the Audit Committee of such non-auditservices shall be effected pursuant to the pre-approvalprocedures described in the Charter. The Charter shall not be violated if pre-approvalof any such non-auditservice is not obtained in circumstances in which the pre-approvalrequirement is waived under applicable rules promulgated by the
Requests for pre-approvalof Covered Non-AuditEngagements are submitted to the Audit Committee by the Independent Auditor and by the chief financial officer of the Related Entity for which the non-auditservices are to be performed. Such requests must include a statement as to whether, in the view of the Independent Auditor and such officer, (a) the request is consistent with the
Between regularly scheduled meetings of the Audit Committee, the Committee Chairman or Audit Committee Financial Expert shall have the authority to pre-approveCovered Non-AuditEngagements, provided that fees associated with such engagement do not exceed
Fee levels for all Covered Services to be provided by the Independent Auditor and pre-approvedunder this Policy will be established annually by the Audit Committee. Any increase in pre-approvedfee levels will require specific pre-approvalby the Audit Committee.
The terms and fees of the annual Audit services engagement for the Trust are subject to the specific pre-approvalof the Audit Committee. The Audit Committee will approve, if necessary, any changes in terms, conditions or fees resulting from changes in audit scope, Trust structure or other matters.
(e)(2) |
100% percent of services described in each of paragraphs (b) through (d) of this Item were approved by the Trust's audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01of Regulation S-X. |
(f) |
The percentage of hours expended on the principal accountant's engagement to audit the Trust's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was less than fifty percent. |
(g) |
The aggregate non-auditfees billed by the Trust's accountant for services rendered to the Trust, and rendered to the Trust's investment adviser (not including any sub-adviserwhose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Trust for each of the last two fiscal years of the Trust was |
(h) |
Not applicable. |
(i) |
Not applicable. |
(j) |
Not applicable. |
Item 5.
(a) |
The Trust has a separately designated audit committee consisting of all the independent trustees of the Trust. The members of the audit committee are: |
(b) |
Not applicable. |
Item 6. Investments.
(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(a) of this form. |
(b) |
Not applicable. |
Item 7. Financial Statements and Financial Highlights for Open-EndManagement Investment Companies.
(a) |
Not applicable. |
(b) |
Not applicable. |
Item 8. Changes in and Disagreements with Accountants for Open-EndManagement Investment Companies.
Not applicable.
Item 9. Proxy Disclosures for Open-EndManagement Investment Companies.
Not applicable.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-EndManagement Investment Companies.
Not applicable.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
The Statement Regarding Basis for Approval of Investment Advisory Contract for the Trust is included as part of the Report to Stockholders filed under Item 1.
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-EndManagement Investment Companies.
The Trust has delegated the voting of proxies relating to its voting securities to the Adviser, pursuant to the proxy voting procedures of the Adviser. The Trust's and the Adviser's Proxy Voting Policies and Procedures are included as an exhibit hereto.
Item 13. Portfolio Managers of Closed-EndManagement Investment Companies.
There has been no change, as of the date of the filing, in any of the portfolio managers identified in response to paragraph (a)(1) of this Item in the registrant's most recently filed annual report on Form N-CSR.
(a)(2) Other Accounts Managed as of
The Portfolio Managers are also collectively responsible for the day-to-daymanagement of the Adviser's other accounts, as indicated by the following table.
Type of Accounts | Number of Accounts Managed |
Total Assets in the Accounts |
Managed with Advisory Fee Based on Performance |
Managed with Advisory Fee Based on Performance |
||||||||||||||
|
Registered Investment Companies | 9 | $ | 4,404,264,606 | 0 | |||||||||||||
Other Pooled Investment Vehicles | 8 | $ | 934,283,568 | 1 | $ | 27,602,198 | ||||||||||||
Other Accounts | 18 | $ | 2,097,208,221 | 6 | $ | 205,304,642 | ||||||||||||
|
Registered Investment Companies | 5 | $ | 2,526,638,435 | 0 | |||||||||||||
Other Pooled Investment Vehicles | 2 | $ | 181,838,243 | 0 | ||||||||||||||
Other Accounts | 19 | $ | 2,148,701,429 | 5 | $ | 204,362,436 | ||||||||||||
|
Registered Investment Companies | 4 | $ | 1,512,635,696 | 0 | |||||||||||||
Other Pooled Investment Vehicles | 5 | $ | 531,830,862 | 0 | ||||||||||||||
Other Accounts | 5 | $ | 545,848,124 | 0 |
Potential Conflicts of Interests
A portfolio manager may be subject to potential conflicts of interest because the portfolio manager is responsible for other accounts in addition to the Trust. These other accounts may include, among others, other closed-endfunds, mutual funds, separately managed advisory accounts, commingled trust accounts, insurance separate accounts, wrap fee programs, and private funds. Potential conflicts may arise out of the implementation of differing investment strategies for a portfolio manager's various accounts, the allocation of investment opportunities among those accounts or differences in the advisory fees paid by the portfolio manager's accounts.
A potential conflict of interest may arise as a result of a portfolio manager's responsibility for multiple accounts with similar investment guidelines. Under these circumstances, a potential investment may be suitable for more than one of the portfolio manager's accounts, but the quantity of the investment available for purchase is less than the aggregate amount the accounts would ideally devote to the opportunity. Similar conflicts may arise when multiple accounts seek to dispose of the same investment.
A portfolio manager may also manage accounts whose objectives and policies differ from those of the Trust. These differences may be such that under certain circumstances, trading activity appropriate for one account managed by the portfolio manager may have adverse consequences for another account managed by the portfolio manager. For example, if an account were to sell a significant position in a security, which could cause the market price of that security to decrease while the Trust maintained its position in that security.
A potential conflict may arise when a portfolio manager is responsible for accounts that have different advisory fees - the difference in the fees may create an incentive for the portfolio manager to favor one account over another, for example, in terms of access to particularly appealing investment opportunities. This conflict may be heightened where an account is subject to a performance-based fee.
The Adviser recognizes the duty of loyalty it owes to its clients and has established and implemented certain policies and procedures designed to control and mitigate conflicts of interest arising from the execution of a variety of portfolio management and trading strategies across the Adviser's diverse client base. Such policies and procedures include, but are not limited to: (i) investment process, portfolio management, and trade allocation procedures; (ii) procedures regarding short sales in securities recommended for other clients; and (iii) procedures regarding personal trading by the Adviser's employees (contained in the Code of Ethics).
(a)(3) |
Compensation Structure of Portfolio Manager(s) or Management Team Members |
In principle, portfolio manager compensation is not based on the performance of any particular account, including the Trust, nor is compensation based on the level of Trust assets.
Compensation for each portfolio manager is structured as follows:
Base Salary-Each portfolio manager receives a base salary. Base salaries have been established at a competitive market levels and are set forth in the portfolio manager's employment agreement. An annual adjustment is made based on changes in the consumer price index. Base salaries are be reviewed periodically by the Adviser's Compensation Committee and its Board of Directors, but adjustments are expected to be relatively infrequent.
Bonus-Portfolio manager bonuses are drawn from an incentive compensation pool into which a significant percentage of Adviser's pre-taxprofits is set aside. Incentive compensation allocations are determined by the Compensation Committee based on a variety of factors, including the performance of particular investment strategies. To avoid the pitfalls of relying solely on a rigid performance format, however, incentive compensation decisions also take into account other important factors, such as the portfolio manager's contribution to the team, the Adviser, and overall investment process. Each of the portfolio managers is a member of the Committee. Incentive compensation allocations are reported to the Board of Directors, but the Board's approval is not required.
Deferred Compensation-The Adviser requires deferral of a percentage of incentive compensation exceeding a certain threshold in respect of a single fiscal year. The Compensation Committee may, in its discretion, require the deferral of additional amounts. Such deferred amounts are subject to the terms of a Deferred Bonus Plan adopted by the Board of Directors. The purpose of the Deferred Bonus Plan is to foster the retention of key employees, to focus plan participants on value creation and growth and to encourage continued cooperation among key employees in providing services to the Adviser's clients. The value of deferred bonus amounts is tied to the performance of the Adviser's funds chosen by the Compensation Committee; provided, that the Committee may elect to leave a portion of the assets uninvested. Deferred compensation vests incrementally, one-thirdafter 2 years, 3 years and 4 years. The Deferred Bonus Plan provides for forfeiture upon voluntary termination of employment, termination for cause or conduct detrimental to the Adviser.
Profit Participation-Each of the portfolio managers owns equity of the Adviser. The Adviser distributes its income to its owners each year, so each portfolio manager receives income distributions corresponding to his ownership share. Ownership is structured so that the Adviser's owners receive an increasing share of the Adviser's profit over time. In addition, an owner may forfeit a portion of their ownership if they resign voluntarily.
Other Compensation-Portfolio managers may also participate in benefit plans and programs available generally to all employees, such as
(a)(4) |
Disclosure of Securities Ownership |
|
Dollar Value of Trust Shares Beneficially Owned |
|||
|
$ | 500,001 to |
||
|
$ | 50,001 to |
||
|
$ | 100,001 to |
(b) |
Not applicable |
Item 14. Purchases of
Not applicable.
Item 15. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 16. Controls and Procedures.
(a) |
The Trust's principal executive officer and principal financial officer have evaluated the Trust's disclosure controls and procedures within 90 days of this filing and have concluded that the Trust's disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the Trust in this Form N-CSRwas recorded, processed, summarized, and reported timely. |
(b) |
The Trust's principal executive officer and principal financial officer are aware of no changes in the Trust's internal control over financial reporting that occurred during the Trust's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Trust's internal control over financial reporting. |
Item 17. Disclosure of Securities Lending Activities for Closed-EndManagement Investment Companies.
Not applicable.
Item 18. Recovery of Erroneously Awarded Compensation.
Not Applicable.
Item 19. Exhibits.
(a)(1) | The Financial Officer Code of Ethics is attached hereto. | |
(a)(2) | Not applicable. | |
(a)(3) | Certifications pursuant to Rule30a-2(a)under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. | |
(a)(3)(1) | There were no written solicitations to purchase securities under Rule 23c-1under the Act sent or given during the period covered by the report by or on behalf of the Registrant to 10 or more persons. | |
(a)(3)(2) | There was no change in the Registrant's independent public accountant during the period covered by the report. | |
(b) | Certifications pursuant to Rule30a-2(b)under the 1940 Act and Section 906 of the Sarbanes- Oxley Act of 2002 are attached hereto. | |
(c) | Proxy Voting Policies and Procedures. | |
(d) | Notices to Trust's common shareholders in accordance with Investment Company Act Section 19(a) and Rule19a-1.(1). |
1 |
The Trust has received exemptive relief from the |
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) | ||
By (Signature and Title)* |
/s/ |
|
President and Chief Executive Officer | ||
Date |
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/ |
|
President and Chief Executive Officer | ||
Date |
||
By (Signature and Title)* |
/s/ |
|
Chief Financial Officer | ||
Date |
* |
Print the name and title of each signing officer under his or her signature. |
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