UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
x
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Filed by a Party other than the
Registrant
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to
§240.14a-12
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CLOUGH
GLOBAL ALLOCATION FUND
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary
materials.
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o
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Persons
who are to respond to the collection of information contained in this form are
not required to respond unless the form displays a currently valid OMB control
number.
CLOUGH GLOBAL
ALLOCATION FUND
1290 Broadway, Suite 1100
Denver, Colorado
80203
(877) 256-8445
NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS
TO BE HELD ON JULY
17, 2009
To the Shareholders of
Clough Global Allocation Fund:
Notice is hereby given
that the Annual Meeting of Shareholders (the Meeting) of the Clough Global
Allocation Fund (the Fund) will be held at the offices of the Fund, 1290
Broadway, Suite 1100, Denver, Colorado 80203, on Friday, July 17,
2009, at 10:00 a.m. Mountain Time, for the following purposes:
1. Shareholders of the Fund are being asked to elect three (3) Trustees of the Fund; and
2. To consider and vote upon such other
matters, including adjournments, as may properly come before said Meeting or
any adjournments thereof.
These items are discussed
in greater detail in the attached Proxy Statement.
The close of business on May 18,
2009, has been fixed as the record date for the determination of shareholders
entitled to notice of and to vote at the Meeting and any adjournments thereof.
YOUR VOTE IS IMPORTANT
REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE FUND. WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING, WE ASK THAT YOU PLEASE EITHER VOTE VIA THE INTERNET OR COMPLETE AND
SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE,
WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES.
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By Order of the Board
of Trustees
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Edmund J. Burke
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President and Trustee
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May 27, 2009
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CLOUGH
GLOBAL ALLOCATION FUND
ANNUAL MEETING OF
SHAREHOLDERS
July 17, 2009
PROXY STATEMENT
This Proxy Statement is
furnished in connection with the solicitation of proxies by the Board of
Trustees of the Clough Global Allocation Fund (the Fund) for use at the
Annual Meeting of Shareholders of the Fund (the Meeting) to be held on
Friday, July 17, 2009, at 10:00 a.m. Mountain Time, at the offices of
the Fund, 1290 Broadway, Suite 1100, Denver, Colorado 80203, and at any
adjournments thereof.
Internet Availability of Proxy
Materials
As required by the
Securities and Exchange Commission (SEC) the Fund is furnishing proxy
materials to its shareholders on the Internet, rather than mailing paper copies
to each shareholder. The Notice of
Internet Availability of Proxy Materials (Notice) tells you how to access and
review the proxy materials and vote your shares via the Internet. If you would like to receive a paper copy of
the Funds proxy materials free of charge, please follow the instructions in
the Notice. The Notice of the Annual
Meeting of Shareholders or the Proxy Statement with the accompanying proxy card
were mailed to shareholders on or about May 27, 2009.
Other Methods of Proxy
Solicitation
In addition to the
solicitation of proxies by Internet or mail, officers of the Fund and officers
and regular employees of The Bank of New York Mellon (BNY), the Funds
transfer agent, ALPS Fund Services, Inc. (ALPS), the Funds
administrator and affiliates of BNY, ALPS or other representatives of the Fund
also may solicit proxies by telephone, internet or in person. The expenses incurred in connection with
preparing the Proxy Statement and its enclosures will be paid by ALPS. ALPS will also reimburse brokerage firms and
others for their expenses in forwarding solicitation materials to the
beneficial owners of its Common Shares (as defined below).
THE FUNDS MOST RECENT
ANNUAL REPORT, INCLUDING AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED
MARCH 31, 2009, IS AVAILABLE UPON REQUEST, WITHOUT CHARGE, BY WRITING TO
THE FUND AT 1290 BROADWAY, SUITE 1100, DENVER, COLORADO 80203 OR BY CALLING THE
FUND AT 877-256-8445 OR VIA THE INTERNET AT WWW.CLOUGHGLOBAL.COM.
If the enclosed proxy is
properly executed and returned in time to be voted at the Meeting, the Common
Shares represented thereby will be voted FOR the proposal listed in the
accompanying Notice of Annual Meeting of Shareholders, unless instructions to
the contrary are marked thereon, and in the discretion of the proxy holders as
to the transaction of any other business that may properly come before the
Meeting. Any shareholder who has given a proxy has the right to revoke it at
any time prior to its exercise either by attending the Meeting and voting his
or her Common Shares in person or by submitting a letter of revocation or a
later-dated proxy to the Fund at the above address prior to the date of the
Meeting.
If a quorum is not
present at the Meeting, or if a quorum is present at the Meeting but sufficient
votes to approve any of the proposed items are not received, the persons named
as proxies may propose one or more adjournments of such Meeting to permit
further solicitation of proxies. A
shareholder vote may be taken on one or more of the proposals in this Proxy
Statement prior to such adjournment if sufficient votes have been received for
approval and it is otherwise appropriate.
Any such adjournment will require the affirmative vote of a majority of
those Common Shares present at the Meeting in person or by proxy. If a quorum is present, the persons named as
proxies will vote those proxies that they are entitled to vote FOR any
proposal in favor of such adjournment and will vote those proxies required to
be voted AGAINST any proposal against such adjournment.
1
The close of business on May 18,
2009, has been fixed as the Record Date for the determination of shareholders
entitled to notice of and to vote at the Meeting and all adjournments thereof.
The Fund has one class of
capital stock: Common Shares (Common Shares).
The holders of Common Shares are entitled to one vote for each full
share and an appropriate fraction of a vote for each fractional share held. As
of the Record Date there were 10,434,605.60 Common Shares outstanding.
The following tables show
the ownership of Common Shares by each of the Trustees of the Fund, the
Trustees and officers of the Fund as a group and persons or organizations known
to the Fund to be beneficial owners of more than 5% of the Funds outstanding
Common Shares.
Trustees(2)
Name & Address(1)
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Percentage of Shares
Held
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Total Shares Owned
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Adam D. Crescenzi
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0.00%
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None
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Andrew C. Boynton
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0.00%
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None
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Edmund J. Burke
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0.00%
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None
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James E. Canty
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Less than 1%
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4,345
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Jerry G. Rutledge
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Less than 1%
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4,188
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John F. Mee
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0.00%
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None
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Richard C. Rantzow
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Less than 1%
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1,108
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Robert L. Butler
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Less than 1%
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1,873
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All Trustees and Executive Officers as a group
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Less than 1%
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11,514
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5% or greater Shareholders(3)
Name & Address
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Percentage of Shares
Held
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Total Shares Owned
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Merrill Lynch.
101 Hudson Street 9th Floor
Jersey City, NJ 07302
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67.11%
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7,002,417
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Morgan Stanley
Harborside Financial Center
Plaza 2
Jersey City, NJ 07311
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6.69%
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698,380
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(1)
The address for each Trustee and
Executive Officer of the Fund is 1290 Broadway, Suite 1100 Denver,
Colorado 80203.
(2)
The following table shows
Trustees and Executive Officers ownerships of Shares as of December 31,
2008.
(3)
The following table shows 5% or
greater shareholders ownership of Shares as of May 18, 2009.
In order that your Common
Shares may be represented at the Meeting, you are requested to vote on the
following matters:
PROPOSAL: TO ELECT THREE (3) TRUSTEES OF THE FUND
Nominees For The Board of
Trustees
The Board of Trustees is
divided into three classes, each class having a term of three years. Each year
the term of office of one class will expire. James E. Canty, Robert L. Butler
and Richard C. Rantzow have been nominated by the Board of Trustees for
election to a three-year term to expire at the Funds 2012 Annual Meeting of
Shareholders or until their successors are duly elected and qualified.
2
Unless authority is
withheld, it is the intention of the persons named in the proxy to vote the
proxy FOR the election of the nominees named above. Each nominee has
indicated that he has consented to serve as a Trustee if elected at the
Meeting. If a designated nominee
declines or otherwise becomes unavailable for election; however, the proxy
confers discretionary power on the persons named therein to vote in favor of a
substitute nominee or nominees.
Information About Trustees And
Officers
Set forth in the table
below are the nominees and existing Trustees for election to the Board of
Trustees of the Fund and officers, including information relating to their
respective positions held with the Fund, a brief statement of their principal
occupations during the past five years and other directorships, if any.
Name,
Position(s),
Address(1) Age and
Positions Held with the
Fund
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Term of Office
and Length of
Time Served(2)
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Principal Occupation(s) During Past Five Years and Other
Directorships Held
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Number of Portfolios in
Fund Complex
Overseen by Trustee
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Non-Interested
Trustees/Nominees
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Andrew C. Boynton
Trustee
Age, 53
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Since 2005***
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Mr. Boynton is currently the Dean of the Carroll
School of Management at Boston College. Mr. Boynton served as Professor
of Strategy from 1996 to 2005 and Program Director of the Executive MBA
Program from 1998 to 2005 at International Institute of Management
Development, Lausanne, Switzerland. Mr. Boynton is also a Trustee of the
Clough Global Equity Fund and Clough Global Opportunities Fund.
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3
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Robert L. Butler
Chairman of the
Board and
Trustee & Nominee
Age, 68
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Since 2004*
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Since 2001, Mr. Butler has been an independent
consultant for businesses. Mr. Butler has over 45 years experience in
the investment business, including 20 years as a senior executive with a
global investment management/natural resources company and 20 years with a
securities industry regulation organization, neither of which Mr. Butler
has been employed by since 2001. Mr. Butler is currently Chairman and
Trustee of the Clough Global Equity Fund and Clough Global Opportunities
Fund.
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3
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Adam D. Crescenzi
Trustee
Age, 66
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Since 2004***
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Mr. Crescenzi is a Trustee of Dean College and a
Trustee and Chairman of the Nominating Committee of the Clough Global Equity
Fund and Clough Global Opportunities Fund. He has been a founder and
investor of several start-up technology and service firms. He currently
is the Founding Partner of Simply Tuscan Imports LLC since 2007. He
also serves as a Director of two non-profit organizations. He is
retired from CSC Index as Executive Vice-President of Management Consulting
Services.
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3
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John F. Mee
Trustee
Age, 65
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Since 2004**
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Mr. Mee is an
attorney practicing commercial law, family law, products liability and
criminal law. He is an Advisor, Harvard Law School Trial Advocacy Workshop
1990 to present. Mr. Mee is a member of the Bar of the Commonwealth of
Massachusetts. He serves on the Board of Directors of The College of the Holy
Cross Alumni Association and Board of Trustees of the Clough Global Equity
Fund and Clough Global Opportunities Fund and Concord Carlisle Scholarship
Fund, a Charitable Trust.
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3
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3
Richard C. Rantzow
Trustee &
Nominee
Age, 70
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Since 2004*
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Mr. Rantzow is
Vice-Chairman and a Trustee
and the
Chairman of Audit Committee
of the Clough Global Equity Fund and Clough Global Opportunities
Fund. Mr. Rantzow is also a Trustee and Chairman of the Audit Committee
of the Liberty All-Star Equity Fund and Director and Chairman of the Audit
Committee of the Liberty All-Star Growth Fund, Inc. Mr. Rantzow was
from 1992 to 2005 Chairman of the First Funds Family of mutual funds.
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3
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Jerry G. Rutledge
Trustee,
Age, 64
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Since 2004***
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Mr. Rutledge is
the President and owner of Rutledges Inc., a retail clothing business.
Mr. Rutledge is currently Director of the American National Bank and a
Trustee of Clough Global Equity Fund and Clough Global Opportunities Fund.
Mr. Rutledge was from 1994 to 2007 a Regent of the University of
Colorado.
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3
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Interested Trustees/Nominees(3)
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Edmund J. Burke(4)
Trustee and
President
Age, 48
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Trustee
since 2006**;
President
since 2004
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Mr. Burke joined ALPS in 1991 and is currently
the Chief Executive Officer and President of ALPS Holdings, Inc., and a
Director of ALPS Advisors, Inc., ALPS Distributors, Inc., ALPS Fund
Services, Inc., and FTAM Distributors, Inc. Because of his position
with ALPS, Mr. Burke is deemed an affiliate of the Trust as defined
under the 1940 Act. Mr. Burke is also currently the President of Financial
Investors Trust and Financial Investors Variable Insurance Trust.
Mr. Burke is a Trustee and President of the Clough Global Equity Fund
and Clough Global Opportunities Fund, and Reaves Utility Income Fund, is a
Trustee of the Liberty All-Star Equity Fund, and is a Director of the Liberty
All-Star Growth Fund, Inc.
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3
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James E. Canty(5)
Trustee &
Nominee
Age, 46
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Since 2004*
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Mr. Canty is a founding partner, Chief
Financial Officer and General Counsel for Clough Capital Partners, L.P.
(Clough). Mr. Canty is currently a member of the Board of Directors of
Clough Offshore Fund, Ltd and Board of Trustees of Clough Global Equity Fund
and Clough Global Opportunities Fund. Because of his affiliation with Clough,
Mr. Canty is considered an interested Trustee of the Trust.
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3
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Officers
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Jeremy O. May
Treasurer
Age, 39
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Since 2004
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Mr. May joined ALPS in 1995 and is
currently President and Director of ALPS and Director of ALPS
Advisors, Inc., ALPS Distributors, Inc., ALPS Holdings, Inc.
and FTAM Distributors, Inc. Because of his positions with ALPS,
Mr. May is deemed an affiliate of the Trust as defined under the
1940 Act. Mr. May is also the Treasurer of the Liberty All-Star
Equity Fund, Liberty All-Star Growth Fund, Inc., Clough Global Equity
Fund, Clough Global Opportunities Fund, Financial Investors Trust and
Financial Investors Variable Insurance Trust. Mr. May is also
President, Chairman and Trustee of the ALPS Variable Insurance Trust and is a
Trustee of ALPS ETF Trust and Chairman, Trustee and Treasurer of the Reaves
Utility Income Fund. Mr. May is currently on the Board of Directors
and is Chairman of the Audit Committee of the University of Colorado
Foundation.
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None
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4
Erin E. Douglas
Secretary
Age, 32
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Since 2004
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Ms. Douglas is Associate Counsel of ALPS.
Ms. Douglas joined ALPS as Associate Counsel in 2003. Ms. Douglas
is deemed an affiliated of the Trust as defined under the 1940 Act.
Ms. Douglas is currently the Secretary of Clough Global Equity Fund and
Clough Global Opportunities Fund. From 2004 to 2007, Ms. Douglas was the
Secretary of Financial Investors Trust.
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None
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Michael T. Akins
Chief Compliance
Officer
Age, 32
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Since 2006
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Mr. Akins is Deputy Chief Compliance Officer of
ALPS. Mr. Akins joined ALPS in 2006. Mr. Akins previously served as
Assistant Vice-President and Compliance Officer for UMB Financial Corporation
from 2003 to 2006. Before joining UMB, Mr. Akins was an Account Manager
at State Street Corporation from 2000 to 2003. Mr. Akins is deemed an
affiliate of the Trust as defined under the 1940 Act. Mr. Akins also
serves as Chief Compliance Officer of Clough Global Equity Fund, Clough
Global Opportunities Fund, Financial Investors Trust, Financial Investors Variable
Insurance Trust, Reaves Utility Income Fund, ALPS Variable Insurance Trust
and ALPS ETF Trust.
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None
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Lauren E. Motley
Assistant Treasurer
Age, 28
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Since 2008
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Ms. Motley joined ALPS in September 2005
as a Fund Controller. Prior to joining ALPS, Ms. Motley worked for
PricewaterhouseCoopers
from 2003 to
2005. Ms. Motley is currently also
Assistant Treasurer of the Clough Global Equity Fund, Clough Global
Opportunities Fund and Reaves Utility Income Fund.
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None
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*
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Term
expires at the Funds 2009 Annual Meeting of Shareholders.
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**
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Term
expires at the Funds 2010 Annual Meeting of Shareholders.
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***
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Term
expires at the Funds 2011 Annual Meeting of Shareholders.
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(1)
Address: 1290 Broadway, Suite 1100, Denver, Colorado 80203, unless
otherwise noted.
(2)
The Fund commenced operations on July 28, 2004.
(3)
Interested Trustee of the Fund as defined in the Investment Company Act of
1940, as amended (1940 Act).
(4)
Mr. Burke is considered to be an Interested Trustee because of his
affiliation with ALPS Fund Services, Inc. (ALPS), which acts as the Funds
administrator.
(5)
Mr. Canty is considered to be an Interested Trustee because of his
affiliation with Clough, which acts as the Funds investment adviser.
Beneficial Ownership Of Common
Shares Held In The Fund And The Fund Complex For Each Trustee And Nominee For
Election As Trustee
Set forth in the table
below is the dollar range of equity securities held in the Fund and on an
aggregate basis for the entire Fund Complex overseen by each Trustee.
Name of Trustee/Nominee
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Dollar Range of Equity Securities
Held in the Fund(1), (2)
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Aggregate Dollar Range of
Equity Securities Held in the
Fund Complex(3)
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Andrew C. Boynton
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None
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None
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Edmund J. Burke
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None
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None
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Robert L. Butler
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$10,001-$50,000
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$50,000-$100,000
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James E. Canty
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$10,001-$50,000
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Over $100,000
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Adam D. Crescenzi
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None
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None
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John F. Mee
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None
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None
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Richard C. Rantzow
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$10,001-$50,000
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$10,001-$50,000
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Jerry G. Rutledge
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$50,001-$100,000
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Over $100,000
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5
(1) This
information has been furnished by each Trustee and nominee for election as
Trustee as of December 31, 2008. Beneficial Ownership is determined in
accordance with Section 16a-1(a)(2) under the Securities Exchange Act
of 1934, as amended (the 1934 Act).
(2) Ownership
amount constitutes less than 1% of the total Common Shares outstanding.
(3) The
Fund Complex consists of the Fund, Clough Global Equity Fund and Clough Global
Opportunities Fund, as all have a common investment adviser.
Trustee Transactions with Fund
Affiliates
As of December 31,
2008, neither the Independent Trustees nor members of their immediate families
owned securities beneficially or of record in the investment adviser, or an
affiliate of the investment adviser.
Furthermore, over the past five years, neither the Independent Trustees
nor members of their immediate families have any direct or indirect interest,
the value of which exceeds $120,000, in the investment adviser or any of its
affiliates. In addition, since the
beginning of the last two fiscal years, neither the Independent Trustees nor
member of their immediate families have conducted any transactions (or series
or transactions) or maintained any direct or indirect relationship in which the
amount involved exceeds $120,000 and to which the investment adviser or any
affiliate of the investment advisor was a party.
Trustee Compensation
The following table sets
forth certain information regarding the compensation of the Funds Trustees for
the fiscal year ended March 31, 2009.
Trustees and Officers of the Fund who are employed by ALPS or Clough
receive no compensation or expense reimbursement from the Fund.
Compensation Table For
The Fiscal Year Ended March 31, 2009.
Name of Person and Position
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Aggregate Compensation Paid
From the Fund*
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Total Compensation From
the Fund and Fund
Complex Paid to Trustees**
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Andrew C. Boynton,
Trustee
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$
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22,000
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$
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66,000
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Edmund J. Burke,
Trustee and President
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None
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None
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Robert L. Butler,
Chairman of the Board and Trustee
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$
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28,200
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$
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84,600
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James E. Canty,
Trustee
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None
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None
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Adam D. Crescenzi,
Trustee
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$
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23,500
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$
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70,500
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John F. Mee,
Trustee
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$
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23,000
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$
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69,000
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Richard C. Rantzow,
Trustee
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$
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25,850
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$
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77,550
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Jerry G. Rutledge,
Trustee
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$
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23,500
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$
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70,500
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*
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Represents
the total compensation paid to such persons by the Fund during the fiscal
year ended March 31, 2009.
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**
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Represents
the total compensation paid to such persons by the Fund Complex during the
fiscal year ended March 31, 2009. The Fund Complex consists of the Fund,
the Clough Global Equity Fund and Clough Global Opportunities Fund.
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The Fund
pays the Chairman of the Board (the Chairman) and each Trustee who is not
affiliated with ALPS or Clough or their affiliates (the Independent
Trustees). The Chairman receives an annual retainer of $16,800 per year plus
$1,800 per meeting attended in person and by telephone. The Audit Committee
Chairman receives an annual retainer of $15,400 per year plus $1,650 per
meeting attended in person and by telephone.
6
Independent
Trustees receive an annual retainer of $14,000 per year plus $1,500 per meeting
attended in person and by telephone, together with the Chairman, Audit
Committee Chairman and each Independent Trustees actual out-of-pocket expenses
relating to their attendance at such meetings.
The aggregate remuneration (not including out-of-pocket expenses) paid
by the Fund to Messrs. Boynton, Butler, Crescenzi, Mee, Rantzow and
Rutledge during the fiscal year ended March 31, 2009, amounted
to$146,050. The aggregated remuneration
(not including out-of-pocket expenses) paid by the Fund Complex to Messrs. Boynton,
Butler, Crescenzi, Mee, Rantzow and Rutledge during the fiscal year ended March 31,
2009, amounted to$438,150. During the
fiscal year ended March 31, 2009, the Board of Trustees of the Fund met
seven times. Each Trustee then serving
in such capacity attended at least 75% of the meetings of Trustees and of any
Committee of which he is a member.
Audit
Committee Report
The
role of the Funds Audit Committee is to assist the Board of Trustees in its
oversight of (i) the quality and integrity of Funds financial statements,
reporting process, and the independent registered public accounting firm (the independent
accountants) and reviews thereof; (ii) the Funds accounting and
financial reporting policies and practices, its internal controls and, as
appropriate, the internal controls of certain service providers; (iii) the
Funds compliance with legal and regulatory requirements; and (iv) the
independent accountants qualifications, independence and performance. The Audit Committee is also required to
prepare an audit committee report pursuant to the rules of the SEC for
inclusion in the Funds annual proxy statement.
The Audit Committee operates pursuant to the Audit Committee Charter
(the Charter) that was most recently reviewed and approved by the Board of
Trustees on December 10, 2008. The Charter is available at the Funds
website, www.cloughglobal.com. As set
forth in the Charter, management is responsible for maintaining appropriate
systems for accounting and internal control, and the Funds independent
accountants are responsible for planning and carrying out proper audits and
reviews. The independent accountants are ultimately accountable to the Board of
Trustees and to the Audit Committee, as representatives of shareholders. The independent accountants for the Fund
report directly to the Audit Committee.
In
performing its oversight function, at a meeting held on May 13, 2009, the
Audit Committee reviewed and discussed with management of the Fund and the
independent accountants, Deloitte & Touche, LLP (Deloitte), the
audited financial statements of the Fund as of and for the fiscal year ended March 31,
2009, and discussed the audit of such financial statements with the independent
accountants.
In
addition, the Audit Committee discussed with the independent accountants the
accounting principles applied by the Fund and such other matters brought to the
attention of the Audit Committee by the independent accountants required by
Statement of Auditing Standards No. 114,
(The Auditors
communication with those charged with Governance)
as currently
modified or supplemented. The Audit
Committee also received from the independent accountants the written
disclosures and statements required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, as adopted by the Public
Company Accounting Oversight Board in Rule 3600T and discussed the
relationship between the independent accountants and the Fund and the impact
that any such relationships might have on the objectivity and independence of
the independent accountants.
As
set forth above, and as more fully set forth in the Charter, the Audit
Committee has significant duties and powers in its oversight role with respect
to the Funds financial reporting procedures, internal control systems, and the
independent audit process.
The
members of the Audit Committee are not, and do not represent themselves to be,
professionally engaged in the practice of auditing or accounting and are not
employed by the Fund for accounting, financial management or internal control
purposes. Moreover, the Audit Committee relies on and makes no independent
verification of the facts presented to it or representations made by management
or the independent verification of the facts presented to it or representation
made by management or Funds independent accountants. Accordingly, the Audit Committees oversight
does not provide an independent basis to determine that management has
maintained appropriate accounting and/or financial reporting principles and
policies, or internal controls and procedures designed to assure compliance
with accounting standards and applicable laws and regulations. Furthermore, the
Audit Committees considerations and discussions referred to above do not
provide assurance that the audit of the Funds financial statements has been
carried out in accordance with generally accepted accounting standards or that
the financial statements are presented in accordance with generally accepted
accounting principles.
7
Based
on its consideration of the audited financial statements and the discussions
referred to above with management and the Funds independent accountants, and
subject to the limitations on the responsibilities and role of the Audit
Committee set forth in the Charter and those discussed above, the Audit
Committee recommended to the Board of Trustees that the Funds audited
financial statements be included in the Funds Annual Report for the fiscal
year ended March 31, 2009.
SUBMITTED
BY THE AUDIT COMMITTEE OF THE FUNDS BOARD OF TRUSTEES
Richard
C. Rantzow, Chairman
Andrew
C. Boynton
Robert
L. Butler
Adam
D. Crescenzi
John
F. Mee
Jerry
G. Rutledge
May 13,
2009
The
Audit Committee met four times during the fiscal year ended March 31,
2009. The Audit Committee is composed of six of the Funds Independent Trustees
(as such term is defined by the NYSE Amexs listing standards (the NYSE Amex
Listing Standards)), namely Messrs. Boynton, Butler, Crescenzi, Mee,
Rantzow and Rutledge. None of the
members of the Audit Committee are interested persons of the Fund.
Nominating
Committee
The
Board of Trustees has a Nominating Committee composed of six Independent
Trustees as such term is defined by the NYSE Amex Listing Standards, namely Messrs. Boynton,
Butler, Crescenzi, Mee, Rantzow and Rutledge.
None of the members of the Nominating Committee are interested persons
of the Fund. The Nominating Committee
met once during the fiscal year ended March 31, 2009. The Nominating Committee is responsible for
identifying and recommending to the Board of Trustees individuals believed to
be qualified to become Board members in the event that a position is vacated or
created. The Nominating Committee will
consider Trustee candidates recommended by shareholders. In considering candidates submitted by shareholders,
the Nominating Committee will take into consideration the needs of the Board of
Trustees, the qualifications of the candidate and the interests of
shareholders. The Nominating Committee
has not determined any minimum qualifications necessary to serve as a Trustee
of the Fund.
The
shareholder recommendation described above must be sent to the Funds Secretary
c/o ALPS Fund Services, Inc. The Funds Nominating Committee has not
adopted a charter. If a charter is
adopted in the future, it will be available at the time on the Funds website
(www.cloughglobal.com).
Other Board
Related Matters
The
Fund does not require Trustees to attend the Annual Meeting of Shareholders. No
Trustees attended the Funds Annual Meeting of Shareholders held in 2008.
REQUIRED VOTE
The
election of each of the listed nominees for Trustee of the Fund requires the
affirmative vote of the holders of a plurality of the votes cast by the holders
of Common Shares represented at the Meeting, if a quorum is present.
THE
BOARD OF TRUSTEES, INCLUDING THE NON-INTERESTED TRUSTEES, UNANIMOUSLY
RECOMMENDS THAT THE COMMON SHAREHOLDERS VOTE FOR THE ELECTION OF EACH
NOMINEE.
8
ADDITIONAL INFORMATION
Independent Registered Public Accounting Firm
Deloitte &
Touche, LLP (Deloitte), 555 17
th
Street, 36
th
Floor Denver, CO 80202, has been selected to
serve as the Funds independent registered public accounting firm for the Funds
fiscal year ending March 31, 2010. Deloitte acted as the Funds
independent registered public accounting firm for the fiscal year ended March 31,
2009. The Fund knows of no direct financial or material indirect financial
interest of Deloitte in the Fund. A representative of Deloitte will not be
present at the Meeting, but will be available by telephone and will have an
opportunity to make a statement, if asked, and will be available to respond to
appropriate questions.
Principal
Accounting Fees and Services
Audit
Fees
The
aggregate fees billed for each of the last two fiscal year for professional
services provided by Deloitte for the audit of the Funds annual financial
statements or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for fiscal
years 2009 and 2008 were $28,333 and $28,647, respectively.
Audit-Related
Fees
The
aggregate fees billed in each of the last two fiscal years for assurance and
related services by Deloitte that are reasonably related to the performance of
the audit of the Funds financial statements and are not reported above under Audit
Fees for fiscal years 2009 and 2008 were $0 and $0, respectively.
Tax
Fees
The
aggregate fees billed in each of the last two fiscal years for professional
services by Deloitte for tax compliance, tax advice and tax planning for fiscal
years 2009 and 2008 were $4,165 and $3,250, respectively.
All
Other Fees
The
aggregate fees billed in each of the last two fiscal years for products and
services provided by Deloitte other than services reported in above under Audit
Fees, Audit Related Fees and Tax Fees for fiscal years 2009 and 2008 were
$0 and $8,000, respectively. The fees
billed for fiscal year 2008 were for agreed-upon procedures performed by
Deloitte related to asset coverage requirements for the Preferred shares which
were redeemed in 2008.
The
Funds Audit Committee Charter requires that the Audit Committee pre-approve
all audit and non-audit services to be provided by the independent registered
public accountant to the Fund and all non-audit services to be provided by the
independent registered public accountant to the Funds investment adviser and
service providers controlling, controlled by or under common control with the
Funds investment adviser (affiliates) that provide on-going services to the
Fund (a Covered Services Provider), if the engagement relates directly to the
operations and financial reporting of the Fund.
The Audit Committee may delegate its responsibility to pre-approve any
such audit and permissible non-audit services to the Chairman of the Audit
Committee, and the Chairman must report to the Audit Committee, at its next
regularly scheduled meeting after the Chairmans pre-approval of such services,
his decision(s). The Audit Committee may also establish detailed pre-approval
policies and procedures for pre-approval of such services in accordance with
applicable laws, including the delegation of some or all of the Audit Committees
pre-approval responsibilities to other persons (other than the investment
adviser or the Funds officers).
Pre-approval by the Audit Committee of any permissible non-audit
services is not required so long as: (i) the aggregate amount of all such
permissible non-audit services provided to the Fund, the investment adviser,
and any Covered Services Provider constitutes not more than 5% of the total
amount of revenues paid by the Fund to its independent accountants during the
fiscal year in which the permissible non-audit services are provided; (ii) the
permissible non-audit services were not recognized by the Fund at the time of
the engagement to be non-audit services; and (iii) such services are
promptly brought to the attention of the Audit Committee and approved by the
9
Audit
Committee or the Chairman prior to the completion of the audit. All of the audit, audit-related and tax
services described above for which Deloitte billed the Fund fees for the fiscal
year ended March 31, 2009, were pre-approved by the Audit Committee.
THE
INVESTMENT ADVISER AND ADMINISTRATOR
Clough
is the Funds investment adviser, and its business address is One Post Office
Square, 40
th
Floor,
Boston, Massachusetts 02109.
ALPS
is the Funds administrator and its business address is 1290 Broadway, Suite 1100,
Denver, Colorado 80203.
SECTION 16(a) BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of
the 1934 Act and Section 30(h) of the 1940 Act, and the rules thereunder,
require the Funds officers and Trustees, officers and Directors of the
investment adviser, affiliated persons of the investment adviser, and persons
who beneficially own more than 10% of a registered class of the Funds Common
Shares to file reports of ownership and changes in ownership with the SEC and
the NYSE Amex and to furnish the Fund with copies of all Section 16(a) forms
they file. Based solely on a review of
the reports filed with the SEC and upon representations that no Forms 5 were
required to be filed, the Fund believes that during fiscal year 2009, all Section 16(a) filing
requirements applicable to Fund officers, Trustees and greater than 10%
beneficial owners were complied with except in two instances. The initial statement of beneficial ownership
of securities on Form 3 of Ms. Lauren E. Motley, Assistant Treasurer,
was not filed within ten days after the event by which Ms. Motley became a
reporting person. The initial statement
of beneficial ownership of securities of Ms. Motley has since been filed
with the SEC. Ms. Motley has no
beneficial ownership of securities in the Fund.
A statement of change of beneficial ownership on Form 4 of Mr. Andrew
C. Boynton, a Trustee of the Fund, was not filed before the end of the second
business day following the day on which a transaction resulting in a change in
beneficial ownership was executed. The
statement of change of beneficial ownership of Mr. Boynton has since been
filed with the SEC.
BROKER
NON-VOTES AND ABSTENTIONS
The
affirmative vote of a plurality of votes cast for each nominee by the holders
entitled to vote for a particular nominee is necessary for the election of a
nominee.
For
the purpose of electing nominees, abstentions or broker non-votes will not be
counted as votes cast and will have no effect on the result of the
election. Abstentions or broker
non-votes, however, will be considered to be present at the Meeting for purposes
of determining the existence of a quorum.
Shareholders
of the Fund will be informed of the voting results of the Meeting in the Funds
Semi-Annual Report dated September 30, 2009.
OTHER MATTERS TO COME BEFORE THE MEETING
The
Trustees of the Fund do not intend to present any other business at the
Meeting, nor are they aware that any shareholder intends to do so. If, however,
any other matters, including adjournments, are properly brought before the
Meeting, the persons named in the accompanying form of proxy will vote thereon
in accordance with their judgment.
SHAREHOLDER
COMMUNICATIONS WITH THE BOARD OF TRUSTEES
Shareholders
may mail written communications to the full Board of Trustees (Board), to
committees of the Board or to specified individual Trustees in care of the
Secretary of the Fund, 1290 Broadway, Suite 1100, Denver, Colorado 80203.
All shareholder communications received by the Secretary will be forwarded
promptly to the full Board, the relevant Board committee or the specified individual
Trustees, as applicable, except that the Secretary may, in good faith,
determine that a shareholder communication should not be so forwarded if it
does not
10
reasonably
relate to the Fund or its operations, management, activities, policies, service
providers, Board, officers, shareholders or other matters relating to an
investment in the Fund or is purely ministerial in nature.
SHAREHOLDER PROPOSALS
Any
shareholder proposal to be considered for inclusion in the Funds proxy
statement and form of proxy for the annual meeting of shareholders to be held
in 2010 should be received by the Secretary of the Fund no later than January 27,
2010. In addition, pursuant to the Funds
By-Laws, a shareholder is required to give to the Fund notice of, and specified
information with respect to, any proposals that such shareholder intends to
present at the 2010 annual meeting no earlier than December 27, 2009 and
no later than January 27, 2010.
Under the circumstances described in, and upon compliance with, Rule 14a-4(c) under
the 1934 Act, the Fund may solicit proxies in connection with the 2010 annual
meeting which confer discretionary authority to vote on any shareholder
proposals of which the Secretary of the Fund does not receive notice in
accordance with the aforementioned date.
Timely submission of a proposal does not guarantee that such proposal
will be included.
IF VOTING BY PAPER PROXIES, IT IS IMPORTANT
THAT PROXIES BE RETURNED PROMPTLY.
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED
TO COMPLETE, SIGN, DATE, AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
11
CLOUGH GLOBAL ALLOCATION FUND
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF TRUSTEES
The
undersigned hereby appoints Erin E. Douglas and Jeremy O. May, and each of
them, attorneys and proxies of the undersigned, with full powers of
substitution and revocation, to represent the undersigned and to vote on behalf
of the undersigned all shares of Clough Global Allocation Fund (the Fund)
which the undersigned is entitled to vote at the Annual Meeting of Shareholders
of the Fund to be held at the offices of the Fund, 1290 Broadway, Suite 1100,
Denver, Colorado 80203 on Monday, July 17, 2009, at 10:00 a.m., and
at any adjournments thereof. The
undersigned hereby acknowledges receipt of the Notice of Meeting and Proxy
Statement and hereby instructs said attorneys and proxies to vote said shares
as indicated herein. In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the Meeting.
A majority of
the proxies present and acting at the Meeting in person or by substitute (or,
if only one shall be so present, then that one) shall have and may exercise all
of the power and authority of said proxies hereunder. The undersigned hereby revokes any proxy
previously given.
This proxy, if
properly executed, will be voted in the manner directed by the undersigned
shareholder. If no direction is made,
this proxy will be voted FOR Proposal and in the discretion of the proxy holder
as to any other matter that may properly come before the Meeting. Please refer to the Proxy Statement for a
discussion of Proposal.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
Please sign
this proxy exactly as your name(s) appear(s) in the records of the
Fund. If joint owners, either may sign.
Trustees and other fiduciaries should indicate the capacity in which
they sign, and where more than one name appears, a majority must sign. If a
corporation, this signature should be that of an authorized officer who should
state his or her title.
PLEASE MARK YOUR VOTE WITH AN X
To Elect three (3) Trustees of the Fund:
(1) Robert L. Butler
For
|
Withhold
|
Nominee
o
|
Authority
o
|
(2) Richard C. Rantzow
For All
|
Withhold
|
Nominees
o
|
For All Except
o
|
(3) James E. Canty
For All
|
Withhold
|
Nominees
o
|
For All Except
o
|
Please be sure to sign and date this proxy.
Signature:
|
|
|
Date:
|
|
Co-owner:
|
|
|
Date:
|
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