UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number     811-21359                                            

Managed Duration Investment Grade Municipal Fund
(Exact name of registrant as specified in charter)

2455 Corporate West Drive, Lisle, IL 60532
(Address of principal executive offices) (Zip code)

Amy J. Lee
2455 Corporate West Drive, Lisle, IL 60532
(Name and address of agent for service)

Registrant's telephone number, including area code:      (630) 505-3700                                 

Date of fiscal year end:   July 31

Date of reporting period:   August 1, 2012 to July 31, 2013

 
 
 

 



Item 1.  Reports to Stockholders.

The registrant's annual report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940, as amended (the “Investment Company Act”),   is as follows:  
 
 

 
 
 
 

 
 
 
 
GUGGENHEIMINVESTMENTS.COM/MZF
 
. . .YOUR WINDOW TO THE LATEST, MOST UP-TO-DATE INFORMATION ABOUT THE MANAGED
DURATION INVESTMENT GRADE MUNICIPAL FUND
 
The shareholder report you are reading right now is just the beginning of the story. Online at guggenheiminvestments.com/mzf, you will find:
 
·  
Daily, weekly and monthly data on share prices, distributions and more
 
·  
Portfolio overviews and performance analyses
 
·  
Announcements, press releases and special notices and tax characteristics
 
Cutwater Investor Services Corp. and Guggenheim Investments are continually updating and expanding shareholder information services on the Fund’s website, in an ongoing effort to provide you with the most current information about how your Fund’s assets are managed, and the results of our efforts. It is just one more way we are working to keep you better informed about your investment in the Fund.
 
 
 
 
 

 
 
 
 
July 31, 2013
 
DEAR SHAREHOLDER
 
We thank you for your investment in Managed Duration Investment Grade Municipal Fund (the “Fund”). This report covers performance for the annual period ended July 31, 2013.
 
The Fund’s investment objective is to provide high current income exempt from regular federal income tax while seeking to protect the value of the Fund’s assets during periods of interest rate volatility. Under normal market conditions, the Fund seeks to achieve this objective by investing substantially all of its assets in municipal bonds of investment-grade quality.
 
All Fund returns cited—whether based on net asset value (“NAV”) or market price—assume the reinvestment of all distributions. For the fiscal year ended July 31, 2013, the Fund provided a total return based on market price of -18.13% and a total return of -6.01% based on NAV. Past performance is not a guarantee of future results. As of July 31, 2013, the Fund’s last closing market price of $12.46 represented a discount of 8.45% to NAV of $13.61. As of July 31, 2012, the Fund’s last closing market price of $16.21 represented a premium of 5.19% to NAV of $15.41. The market value and NAV of the Fund’s shares fluctuate from time to time, and the Fund’s market value may be higher or lower than its NAV. The Fund’s NAV performance data reflects fees and expenses of the Fund.
 
Distributions of $0.0825 were paid in each month from August 2012 through November 2012, $0.0775 in each month from December 2012 through May 2013 and $0.0735 for June 2013 and July 2013. The current distribution represents an annualized distribution rate of 7.08% based on the last closing market price of $12.46 on July 31, 2013.
 
Cutwater Investor Services Corp. (“Cutwater”) serves as the Fund’s Investment Adviser. With approximately $27 billion in assets under management as of July 31, 2013, Cutwater Asset Management is one of the largest institutional fixed income investment managers in the world. Cutwater’s parent company, MBIA Inc., is listed on the New York Stock Exchange.
 
Guggenheim Funds Distributors, LLC (“GFD”) serves as the Servicing Agent to the Fund. GFD is part of Guggenheim Investments. Guggenheim Investments represents the investment management division of Guggenheim Partners, LLC.
 
We encourage shareholders to consider the opportunity to reinvest their distributions from the Fund through the Dividend Reinvestment Plan (“DRIP”), which is described in detail on page 24 of this report. When shares trade at a discount to NAV, the DRIP takes advantage of the discount by reinvesting the monthly dividend distribution in common shares of the Fund purchased in the market at a price less than NAV. Conversely, when the market price of the Fund’s common shares is at a premium above NAV, the DRIP reinvests participants’ dividends in newly-issued common shares at the greater of NAV per share or 95% of the market price per share. The DRIP provides a cost-effective means to accumulate additional shares and enjoy the benefits of compounding returns over time. Since the Fund endeavors to maintain a steady monthly distribution rate, the DRIP effectively provides an income averaging technique, which causes shareholders to accumulate a larger number of Fund shares when the market price is depressed than when the price is higher.
 
To learn more about the Fund’s performance, we encourage you to read the Questions & Answers section of this report, which begins on page 4 of this report. You will find information about how the Fund is managed, what affected the performance of the Fund during the annual period ended July 31, 2013, and Cutwater’s views on the market environment.
 
We appreciate your investment, and we look forward to serving your investment needs in the future. For the most up-to-date information on your investment, please visit the Fund’s website at guggenheiminvestments.com/mzf.
 
Sincerely,
 
 
Clifford D. Corso
President and Chief Executive Officer
Managed Duration Investment Grade Municipal Fund
August 31, 2013
 
 
 

MZF | MANAGED DURATION INVESTMENT GRADE MUNICIPAL FUND ANNUAL REPORT | 3
 
 
 
 

 
 
 

   
QUESTIONS & ANSWERS
July 31, 2013
 
Clifford D. Corso
Portfolio Manager
 
Mr. Corso joined the firm in 1994, establishing the company’s asset management platform and building it into one of the largest fixed income managers in the world. With a staff of 103 people, Mr. Corso now oversees the investment of approximately $27 billion in assets as of July 31, 2013, and directs the investment strategies of Cutwater’s clients, including pension funds, global banks, corporations, Taft-Hartley and insurance companies as well as hundreds of municipalities across the US. Mr. Corso also initiated and managed the expansion of the asset manager’s international asset management business from a principal office in London, now a multi-billion dollar platform.
 
Prior to joining the firm, Mr. Corso served as co-head of a fixed income division at Alliance Capital Management. In his 28-year career, he has held positions as a credit analyst, restructuring specialist, trader and portfolio manager. Mr. Corso graduated from Yale University with a degree in economics and earned an MBA from Columbia University. He has lectured on topics from leadership to finance at many academic institutions, including Columbia University and New York University, where he taught a course on financial derivatives.
 
James B. DiChiaro
Portfolio Manager
 
Mr. DiChiaro joined Cutwater in 1999 and is a director. He currently manages Cutwater’s municipal assets under management (taxable and tax-exempt) and has extensive experience managing money-market portfolios. He constructs and implements portfolio strategies for a diverse client base including insurance companies, separately managed accounts and closed-end bond funds. Mr. DiChiaro began his career at Cutwater working with the conduit group structuring medium-term notes for Meridian Funding Company and performing the treasury role for an MBIA sponsored asset-backed commercial paper conduit, Triple-A One Funding Corporation.
 
Prior to joining Cutwater he worked for Merrill Lynch supporting their asset-backed securities trading desk. Mr. DiChiaro has a bachelor’s degree from Fordham University and a master’s degree from Pace University.
 
Matthew J. Bodo
Portfolio Manager
 
Mr. Bodo joined the firm in 2002 and is a vice president in Cutwater’s portfolio management group. He participates in biweekly corporate credit and portfolio strategy meetings and supports the portfolio managers’ implementation of those strategies for Cutwater’s third-party accounts. As part of his daily responsibilities, Mr. Bodo actively manages the local government investment pool portfolios, specializing in high-grade commercial paper, investment grade corporates, U.S. Treasury and instrumentality bonds. Prior to this role, Mr. Bodo served as an investment accountant performing accounting related functions for mutual funds and MBIA insurance portfolios. He has a bachelor’s degree from the State University of New York at Albany.
 
In the following interview Portfolio Managers Clifford D. Corso, James B. DiChiaro and Matthew J. Bodo discuss the market environment and the performance of the Managed Duration Investment Grade Municipal Fund (the “Fund”) for the annual period ended July 31, 2013.
 
Please provide an overview of the economy and the municipal market during the 12-month period ended July 31, 2013.
 
The major development in the municipal market was its downturn in the recent three months, stemming from indications that the U.S. Federal Reserve is considering tapering its multi-year bond-purchase program. The news roiled fixed-income markets, as interest rates spiked and volatility increased. Ten-year U.S. Treasury yields jumped 60 basis points in June alone. Municipal bond investors had to cope with the worst stretch of municipal bond market performance since 2008, pulling more than $25 billion from the tax-exempt sector over the last few weeks of the period.
 
Nonetheless, municipal market fundamentals remained solid over the period. The U.S. economy benefited from increases in consumer spending and confidence, stronger job reports and benign inflation indicators, which helped drive positive, if modest, growth in GDP. Recovering home values boosted revenues for a lot of municipalities, and growing income and sales tax revenue did the same for many states. Many of those conditions remain in place, but as of the end of the period the municipal market faced wider credit spreads, a steeper yield curve and elevated ratios of U.S. Treasury-to-municipal yields.
 
Just as the municipal market was beginning to stabilize following the sell-off in July, Detroit became the largest U.S. city to file for bankruptcy, increasing investor anxiety about the soundness of state and local governments, and ensuring months of uncertainty while the courts weight the bankruptcy application and the city’s emergency manager attempts to restructure terms of certain debt.
 
Despite the situation in Detroit, and continued deterioration of general obligation issues of Puerto Rico, it’s important to note that the municipal market slide was not due to weakening municipal credit but, rather, rising interest rates. Moreover, interest rates do not appear to be a result of inflationary pressures, as the velocity of money remains below historical averages.
 
The higher yields were beginning to attract investors at the end of July; some focused on pre-refunded and housing bonds, which held up the best during the sell-off, given the high credit quality of the two sectors. Investors appear to currently favor shorter-duration (one to five years) maturities, perhaps aiming to reduce some interest rate risk.
 
 

4 | MZF | MANAGED DURATION INVESTMENT GRADE MUNICIPAL FUND ANNUAL REPORT
 
 
 
 
 

 
 

   
QUESTIONS & ANSWERS continued
July 31, 2013
 
Municipal bond issuance had been keeping up with the prior year until speculation about Fed tapering slowed the pace. By the end of June, the $173 billion of new issuance was about 10% lower than a year ago. Almost 60% of the issuance over the past year or two has been from refinancing activity, as lower rates and intense demand caused issuers to take better terms on existing debt. The second quarter drop-off in issuance indicates higher rates are slowing down refinancing opportunities. Also, a number of June deals were postponed due to poor market conditions.
 
The fixed-income markets at period end seem to have adopted a “bad news is good news” approach toward investing. Slow economic growth is being interpreted as justifying more quantitative easing and higher bond values, while quicker growth translates into less Fed intervention, eventually perhaps ending the long-running bull market in fixed income. Regardless of when the current, highly accommodative monetary policy comes to an end, the experience of June and July has caused municipal investors to remain cautious, yet constructive on the long-term health of the market.
 
For the one-year period ended July 31, 2013, the Barclays Municipal Bond Index (the “benchmark”), a widely used measure of the municipal bond market as a whole, returned -2.19%. For comparison, the broader Barclays U.S. Aggregate Bond Index returned -1.91%.
 
How did the Fund perform in this market environment?
All Fund returns cited—whether based on net asset value (“NAV”) or market price—assume the reinvestment of all distributions. For the one year ended July 31, 2013, the Fund provided a total return based on market price of -18.13% and a total return of -6.01% based on NAV. Past performance is not a guarantee of future results. As of July 31, 2013, the Fund’s last closing market price of $12.46 represented a discount of 8.45% to NAV of $13.61. As of July 31, 2012, the Fund’s last closing market price of $16.21 represented a premium of 5.19% to NAV of $15.41. The market value and NAV of the Fund’s shares fluctuate from time to time, and the Fund’s market value may be higher or lower than its NAV. The Fund’s NAV performance data reflects fees and expenses of the Fund.
 
Distributions of $0.0825 were paid in each month from August 2012 through November 2012, $0.0775 in each month from December 2012 through May 2013 and $0.0735 for June 2013 and July 2013. The current payment represents an annualized distribution rate of 7.08% based on the last closing market price of $12.46 on July 31, 2013.
 
How is the Fund’s portfolio structured, and what has that structure meant for performance?
The Fund has a relatively high-quality portfolio that is diversified across issuers, sectors and states. The Fund’s average credit quality is single-A, with about 42% in single-A quality bonds and 33% in triple-B quality bonds as of July 31, 2013. This has been the stance of the Fund since 2008, when spreads widened in reaction to the financial crisis. The average credit quality of the benchmark is slightly higher than the Fund, mid-to-low double-A.
 
The Fund’s investments reflect a bias toward higher-coupon, high-dollar-price bonds with short optional call provisions. It focuses on investments with maturities in the low-20-year range. As for sectors, approximately one-third of the Fund’s holdings are about evenly divided among two sectors: health care and industrial development sector. The next highest concentration is higher education bonds, which represent a high single-digit allocation.
 
The Fund’s duration for the period was shorter than the benchmark and its peers. The duration of the portfolio has risen over the past six months, not because of an intentional portfolio management decision, but as a function of the dynamics affecting fixed-rate bonds with embedded call options (three to five years)—the potential for such bonds to be called diminishes somewhat as rates rise, slightly extending the duration of the portfolio. We note that the duration of the benchmark extended more than the duration of the Fund.
 
For the period, a major detractor to performance was the Fund’s lower-quality bias. A second detractor to performance of the Fund compared to its benchmark was the Fund’s use of leverage (borrowings). The Fund’s benchmark is an unlevered benchmark. As a result, the Fund’s NAV and market price may be susceptible to higher volatility compared to its benchmark. Another factor was being overweight relative to the benchmark in the health care sector, given concern over the implementation of the Affordable Care Act, commonly referred to as Obamacare, as well as the corporate-backed sector, where holdings tended to be slightly lower quality. The Fund’s allocation of state general obligation bonds and essential service bonds, on the other hand, helped performance, given their typically higher quality. The quality of essential-service bonds, which typically includes sewer and water bonds, power system bonds and certain transportation bonds such as toll roads, reflects their dedicated debt-service streams.
 
The Fund continues to favor the health care and power sectors, and also transportation, which stands to benefit as the economy continues to grow. The recent market notwithstanding, Cutwater has had a bias toward moderate economic expansion for several years. Improvements in housing, employment, GDP and tax revenues are providing the municipal market with good fundamental strength. And since the June selloff was not credit-driven, it has opened up some attractive opportunities, particularly in the triple-B space.
 
Nonetheless, the Fund continues to be positioned defensively, recognizing that the potential slowing of the Fed’s quantitative easing is likely to reduce bond prices and drive up interest rates. The portfolio’s defensiveness helped the Fund’s relative performance during months like December 2012 where there were bouts of volatility associated with fiscal cliff negotiations and again in June and July. However, the Fund’s positioning was not enough to withstand the selling pressure late in the period.
 

MZF | MANAGED DURATION INVESTMENT GRADE MUNICIPAL FUND ANNUAL REPORT | 5
 
 
 
 

 
 
 
   
QUESTIONS & ANSWERS continued
July 31, 2013
 
The Fund continues to invest in longer maturity floating rate securities, whose coupons reset periodically based on a representative interest rate index. This structure is becoming more common within the municipal space and provides the Fund with an excellent interest rate hedge with a minimal impact on the portfolio’s book yield.
 
The Fund holds $2 million par in City of Detroit water and sewer bonds.
What is the status of the bonds?
 
The Fund’s investments in the City of Detroit’s water and sewer system are insured by an AA- rated insurer. The system itself is performing well and approximately two-thirds of the system’s revenues are generated from the suburbs around Detroit rather than the city itself. We note that the Emergency Manager for Detroit put forth a proposal to restructure the city’s secured debt (including water and sewer debt), suggesting investors would not take a loss on the securities but would receive a different coupon and maturity date. These bonds have not been impaired, continue to perform, and continue to pay interest, thus continuing to benefit shareholders, although their value has declined in the wake of the bankruptcy filing. Cutwater does not expect an impairment on these investments.
 
The complex situation confronting Detroit will be widely followed as the outcome of this bankruptcy will likely set a precedent for the municipal market.
 
Please explain the Fund’s leverage strategy and its effect on Fund returns.
The Fund utilizes leverage (borrowing) as part of its investment strategy, to finance the purchase of additional securities that provide increased income and potentially greater appreciation potential to common shareholders than could be achieved from a portfolio that is not leveraged. Leverage adds to performance only when the cost of leverage is less than the total return generated by investments. The use of financial leverage creates an opportunity for increased income and capital appreciation but, at the same time, creates special risks. There can be no assurance that a leveraging strategy will be utilized or will be successful. Financial leverage may cause greater changes in the Fund’s net asset value and returns than if financial leverage had not been used.
 
As of July 31, 2013, the Fund had $69.45 million of leverage outstanding in the form of Auction Market Preferred Shares (“AMPS”). Since the Fund’s NAV return was less than the cost of leverage during the period, leverage was a detractor from the Fund’s total return.
 
Management and the Board of Trustees of the Fund (the “Board of Trustees”) review the AMPS on a regular basis and continuously evaluate alternative forms of leverage. To date, after analyzing various alternatives, Management and the Board of Trustees have not found a more viable form of leverage to replace the AMPS. Management and the Board of Trustees will continue to examine leverage alternatives to replace the AMPS, which are consistent with the investment objectives of the Fund and in the best interests of shareholders.
 
Index Definitions
All indices are unmanaged. It is not possible to invest in an index.
 
The Barclays Municipal Bond Index is a rules-based, market-value weighted index engineered for the long-term tax-exempt bond market. To be included in the index, bonds must be rated investment-grade (Baa3/BBB- or higher) by at least two of the following ratings agencies: Moody’s Investor Services, Inc., Standard & Poor’s Rating Group or Fitch Ratings, Inc.
 
The Barclays U.S. Aggregate Bond Index represents securities that are U.S. domestic, taxable, and dollar denominated. The index covers the U.S. investment grade fixed rate bond market, with index components for government and corporate securities, mortgage pass-through securities, and asset-backed securities.
 
Risks And Other Considerations
The views expressed in this report reflect those of the portfolio managers only through the report period as stated on the cover. These views are subject to change at any time, based on market and other conditions, and should not be construed as a recommendation of any kind. The material may also include forward looking statements that involve risk and uncertainty, and there is no guarantee that any predictions will come to pass.
 
There can be no assurance that the Fund will achieve its investment objectives. The value of the Fund will fluctuate with the value of the underlying securities. Closed-end funds often trade at a discount to their net asset value. There can be no assurance that the Fund will achieve its investment objectives.
 
Risk is inherent in all investing, including the loss of your entire principal. Therefore, before investing you should consider the risks carefully. Please see guggenheiminvestments.com/mzf for a detailed discussion of the Fund’s risks and considerations.
 

6 | MZF | MANAGED DURATION INVESTMENT GRADE MUNICIPAL FUND ANNUAL REPORT
 
 
 
 

 
 

   
FUND SUMMARY (Unaudited)
July 31, 2013

     
Fund Information
   
Symbol on New York Stock Exchange:
MZF
 
Initial Offering Date:
August 27, 2003
 
Closing Market Price as of 7/31/13:
$ 12.46  
Net Asset Value as of 7/31/13:
$ 13.61  
Yield on Closing Market Price as of 7/31/13:
  7.08 %
Taxable Equivalent Yield on Closing Market Price
     
as of 7/31/13 1 :
  12.51 %
Monthly Distribution Per Common Share 2 :
$ 0.0735  
Leverage as of 7/31/13 3 :
  43 %
Percentage of total investments subject to
     
alternative minimum tax as of 7/31/13:
  19.9 %
1 Taxable equivalent yield is calculated assuming a 43.4% federal income tax bracket.
 
2 Monthly distribution is subject to change.
     
3 As a percentage of total investments.
     

Total Returns
   
(Inception 8/27/03)
Market
NAV
One Year
-18.13%
-6.01%
Three Year - average annual
1.61%
4.91%
Five Year - average annual
8.42%
7.55%
Since Inception - average annual
4.21%
5.25%
 
Performance data quoted represents past performance, which is no guarantee of future results and current performance may be lower or higher than the figures shown. The NAV total returns reflect the Fund’s total annual expenses. For the most recent month-end performance figures, please visit guggenheiminvestments.com/mzf. The investment return and principal value of an investment will fluctuate with changes in the market conditions and other factors so that an investor’s shares, when sold, may be worth more or less than their original cost.
 
 

MZF | MANAGED DURATION INVESTMENT GRADE MUNICIPAL FUND ANNUAL REPORT | 7
 
 
 
 

 
 

   
PORTFOLIO OF INVESTMENTS
July 31, 2013

               
Principal
   
Rating *
   
Optional Call
 
Amount
 
Description
(Unaudited)
Coupon
Maturity
Provisions**
Value
   
Long-Term Investments – 173.1%***
         
   
Municipal Bonds – 170.8%
         
   
Alabama – 3.0%
         
$ 845,000
 
Courtland Industrial Development Board, AMT, Series B
BBB
6.250%
08/01/2025
09/06/13 @ 100
$ 846,301
1,890,000
 
Courtland Industrial Development Board, AMT
Baa3
6.000%
08/01/2029
09/06/13 @ 100
1,896,313
             
2,742,614
   
Alaska – 0.9%
         
750,000
 
Alaska Municipal Bond Bank Authority, Series 1
AA
5.750%
09/01/2033
09/01/18 @ 100
828,517
   
Arizona – 4.7%
         
2,000,000
 
Arizona Health Facilities Authority(a)
BBB+
1.900%
02/01/2048
08/05/22 @ 100
2,015,680
1,250,000
 
Glendale Municipal Property Corp., Series B
AA+
5.000%
07/01/2033
01/01/23 @ 100
1,284,887
1,000,000
 
Phoenix Industrial Development Authority
A+
5.250%
06/01/2034
06/01/22 @ 100
1,019,010
             
4,319,577
   
California – 13.8%
         
1,000,000
 
Bay Area Toll Authority(a)
AA
1.300%
04/01/2036
10/01/26 @ 100
984,310
1,500,000
 
California Health Facilities Financing Authority, Series B
AA–
5.875%
08/15/2031
08/15/20 @ 100
1,660,155
1,000,000
 
California Pollution Control Financing Authority, AMT(b)
Baa3
5.000%
07/01/2030
07/01/22 @ 100
933,890
2,500,000
 
City of Chula Vista CA, AMT, Series B
A
5.500%
12/01/2021
06/02/14 @ 102
2,591,275
1,000,000
 
Los Angeles County Public Works Financing Authority
AA–
4.000%
08/01/2042
08/01/22 @ 100
800,790
2,525,000
 
Los Angeles Unified School District, Series F
AA–
5.000%
01/01/2034
07/01/19 @ 100
2,616,228
1,000,000
 
San Bernardino City Unified School District, (AGM)
AA–
5.000%
08/01/2028
08/01/23 @ 100
1,041,500
2,000,000
 
State of California, General Obligation
A
5.000%
02/01/2028
02/01/23 @ 100
2,135,440
             
12,763,588
   
Colorado – 1.1%
         
1,000,000
 
City & County of Denver CO Airport System Revenue
A
5.000%
11/15/2043
11/15/23 @ 100
990,680
   
Connecticut – 1.7%
         
1,750,000
 
Connecticut Housing Finance Authority, Series D 2
AAA
4.000%
11/15/2034
05/15/21 @ 100
1,565,147
   
Delaware – 1.7%
         
1,500,000
 
Delaware State Economic Development Authority
BBB+
5.400%
02/01/2031
08/01/20 @ 100
1,586,625
   
District of Columbia – 2.1%
         
2,000,000
 
District of Columbia Housing Finance Agency, AMT, (FHA)
Aaa
5.100%
06/01/2037
06/01/15 @ 102
1,988,940
   
Florida – 11.7%
         
1,000,000
 
County of Broward FL, AMT, (AGM)
AA–
5.000%
04/01/2038
04/01/23 @ 100
957,590
2,200,000
 
County of Miami-Dade FL, Aviation Revenue, AMT, (CIFG)
A
5.000%
10/01/2038
10/01/15 @ 100
2,068,022
1,000,000
 
Highlands County Health Facilities Authority, Series D, (Prerefunded @ 11/15/2013)(c)
NR
5.875%
11/15/2029
11/15/13 @ 100
1,015,630
1,500,000
 
JEA Water & Sewer System Revenue, Series B
AA
4.000%
10/01/2041
10/01/17 @ 100
1,258,275
2,000,000
 
Miami-Dade County Educational Facilities Authority, Series A
A–
5.000%
04/01/2042
04/01/23 @ 100
1,969,920
1,500,000
 
Miami-Dade County School Board Foundation, Inc., Series A, (Assured Gty)
AA–
5.375%
02/01/2034
02/01/19 @ 100
1,576,590
1,000,000
 
Seminole Indian Tribe of Florida, Series A(b)
BBB–
5.250%
10/01/2027
10/01/17 @ 100
1,036,900
1,000,000
 
Tampa-Hillsborough County Expressway Authority, Series B
A–
5.000%
07/01/2042
07/01/22 @ 100
1,003,520
             
10,886,447
   
Hawaii – 1.1%
         
1,000,000
 
Hawaii Pacific Health, Series B
A–
5.625%
07/01/2030
07/01/20 @ 100
1,042,590
   
Illinois – 14.0%
         
1,000,000
 
Chicago Board of Education, General Obligation, Series A
A+
5.000%
12/01/2041
12/01/21 @ 100
953,370
1,750,000
 
City of Chicago IL O’Hare International Airport Revenue, Series C
A–
5.500%
01/01/2031
01/01/21 @ 100
1,828,838
1,115,000
 
City of Chicago IL, O’Hare International Airport Revenue, AMT, Series A-2, (AGM)
AA–
5.500%
01/01/2016
01/01/14 @ 100
1,136,809
 
See notes to financial statements.
         

8 | MZF | MANAGED DURATION INVESTMENT GRADE MUNICIPAL FUND ANNUAL REPORT
 
 
 
 

 
 
   
PORTFOLIO OF INVESTMENTS continued
July 31, 2013

               
Principal
   
Rating *
   
Optional Call
 
Amount
 
Description
(Unaudited)
Coupon
Maturity
Provisions**
Value
   
Illinois – continued
         
$ 2,000,000
 
Illinois Finance Authority, Roosevelt University Revenue
Baa3
5.500%
04/01/2037
04/01/17 @ 100
$ 2,016,280
1,000,000
 
Illinois Finance Authority, Rush University Medical Center Revenue, Series C
A
6.375%
11/01/2029
05/01/19 @ 100
1,119,010
780,000
 
Illinois Housing Development Authority, AMT, Series A-2
AA
5.000%
08/01/2036
02/01/16 @ 100
782,114
2,000,000
 
Metropolitan Pier & Exposition Authority, Series A
AAA
5.000%
06/15/2042
06/15/22 @ 100
2,022,720
1,000,000
 
Railsplitter Tobacco Settlement Authority
A–
6.000%
06/01/2028
06/01/21 @ 100
1,082,830
2,000,000
 
State of Illinois, General Obligation, Series A
A–
5.000%
03/01/2028
03/01/14 @ 100
1,993,780
             
12,935,751
   
Indiana – 3.4%
         
1,000,000
 
Indiana Finance Authority
BB–
6.000%
12/01/2026
06/01/20 @ 100
1,018,360
2,000,000
 
Indianapolis Local Public Improvement Bond Bank, Series A
A+
5.500%
01/01/2029
01/01/19 @ 100
2,125,480
             
3,143,840
   
Iowa – 6.2%
         
1,090,000
 
Iowa Finance Authority
A+
5.000%
08/15/2029
08/15/22 @ 100
1,108,999
1,650,000
 
Iowa Finance Authority
BBB–
4.750%
08/01/2042
08/01/22 @ 100
1,341,153
1,500,000
 
Iowa Higher Education Loan Authority
BBB
5.500%
09/01/2025
09/01/20 @ 100
1,574,205
2,000,000
 
Iowa Tobacco Settlement Authority, Series B
B+
5.600%
06/01/2034
06/01/17 @ 100
1,710,820
             
5,735,177
   
Kentucky – 2.3%
         
1,000,000
 
County of Owen KY, Waterworks System Revenue, Series B
A–
5.625%
09/01/2039
09/01/19 @ 100
1,017,680
1,000,000
 
Kentucky Economic Development Finance Authority, Series A
A1
5.625%
08/15/2027
08/15/18 @ 100
1,089,480
             
2,107,160
   
Louisiana – 8.3%
         
1,000,000
 
East Baton Rouge Sewerage Commission, Series A
AA–
5.250%
02/01/2034
02/01/19 @ 100
1,062,060
3,000,000
 
Louisiana Local Government Environmental Facilities & Community
         
   
Development Authority
BBB–
6.750%
11/01/2032
11/01/17 @ 100
3,160,560
1,000,000
 
Louisiana Public Facilities Authority, Hospital Revenue
A3
5.250%
11/01/2030
05/01/20 @ 100
998,790
1,000,000
 
Parish of DeSoto LA, AMT, Series A
BBB
5.850%
11/01/2027
11/01/13 @ 100
999,890
1,500,000
 
Parish of St John the Baptist LA, Series A
BBB
5.125%
06/01/2037
06/01/17 @ 100
1,484,625
             
7,705,925
   
Maryland – 0.6%
         
500,000
 
Maryland Economic Development Corp.
BB
5.750%
09/01/2025
09/01/20 @ 100
524,210
   
Massachusetts – 4.4%
         
1,000,000
 
Massachusetts Educational Financing Authority, AMT
AA
5.375%
07/01/2025
07/01/21 @ 100
1,041,420
1,000,000
 
Massachusetts Educational Financing Authority, AMT
AA
4.700%
07/01/2026
07/01/21 @ 100
953,010
1,000,000
 
Massachusetts Health & Educational Facilities Authority, Series A
BBB
6.250%
07/01/2030
07/01/19 @ 100
1,088,740
950,000
 
Massachusetts Housing Finance Agency, AMT
AA–
5.100%
12/01/2027
06/01/17 @ 100
958,160
             
4,041,330
   
Michigan – 5.1%
         
1,000,000
 
City of Detroit MI, Sewer Disposal Revenue, Series B, (AGM)
AA–
7.500%
07/01/2033
07/01/19 @ 100
1,086,510
1,000,000
 
City of Detroit MI, Water Supply System Revenue, (AGM)
AA–
7.000%
07/01/2036
07/01/19 @ 100
1,038,980
500,000
 
Detroit Wayne County Stadium Authority, (AGM)
AA–
5.000%
10/01/2026
10/01/22 @ 100
507,675
1,000,000
 
Michigan Finance Authority, Revenue
AA
5.000%
12/01/2031
12/01/21 @ 100
1,020,400
1,000,000
 
Michigan Strategic Fund, Series B-1
A-2
6.250%
06/01/2014
N/A
1,040,580
             
4,694,145
   
Minnesota – 1.3%
         
1,500,000
 
St. Paul Port Authority, AMT
BBB–
4.500%
10/01/2037
10/01/22 @ 100
1,214,805
 
See notes to financial statements.
         

MZF | MANAGED DURATION INVESTMENT GRADE MUNICIPAL FUND ANNUAL REPORT | 9
 
 
 

 
 
 
   
PORTFOLIO OF INVESTMENTS continued
July 31, 2013

               
Principal
   
Rating *
   
Optional Call
 
Amount
 
Description
(Unaudited)
Coupon
Maturity
Provisions**
Value
   
Mississippi – 1.2%
         
$ 1,000,000
 
County of Warren MS, Series A
BBB
6.500%
09/01/2032
09/01/18 @ 100
$ 1,093,070
   
Nevada – 7.6%
         
5,410,000
 
City of Henderson NV, Series A(d)
A
5.625%
07/01/2024
07/01/14 @ 100
5,573,599
1,435,000
 
Las Vegas Valley Water District, Series C
AA+
5.000%
06/01/2031
06/01/21 @ 100
1,510,782
             
7,084,381
   
New Hampshire – 1.0%
         
1,000,000
 
New Hampshire Health & Education Facilities Authority
BBB
5.000%
01/01/2034
01/01/22 @ 100
978,670
   
New Jersey – 7.6%
         
3,000,000
 
New Jersey Economic Development Authority, Series I(a)
A+
1.650%
03/01/2028
03/01/23 @ 100
2,967,690
500,000
 
New Jersey Economic Development Authority, Series C
BBB–
5.000%
07/01/2032
07/01/22 @ 100
459,245
1,500,000
 
New Jersey Health Care Facilities Financing Authority
BBB+
5.750%
07/01/2039
07/01/19 @ 100
1,559,160
2,000,000
 
New Jersey Transportation Trust Fund Authority, Series A
A+
5.000%
06/15/2042
06/15/22 @ 100
2,022,720
             
7,008,815
   
New York – 13.0%
         
1,895,000
 
City of New York NY, Series J, (Prerefunded @ 5/15/2014)(c)
NR
5.000%
05/15/2023
05/15/14 @ 100
1,965,797
2,750,000
 
Long Island Power Authority, Series A
A–
5.100%
09/01/2029
09/01/14 @ 100
2,811,903
500,000
 
New York City Industrial Development Agency, American Airlines, JFK
         
   
International Airport, AMT
NR
7.500%
08/01/2016
N/A
520,885
1,000,000
 
New York State Dormitory Authority, Series A
BBB
5.000%
07/01/2032
07/01/22 @ 100
985,530
700,000
 
New York State Dormitory Authority, Series B
A–
5.250%
07/01/2024
07/01/17 @ 100
750,141
2,500,000
 
Suffolk County Industrial Development Agency, AMT
A–
5.250%
06/01/2027
09/06/13 @ 100
2,518,725
1,485,000
 
Tobacco Settlement Financing Corp., Series A-1
AA–
5.500%
06/01/2019
08/22/13 @ 100
1,490,138
1,000,000
 
Troy Industrial Development Authority
A–
5.000%
09/01/2031
09/01/21 @ 100
1,033,500
             
12,076,619
   
Ohio – 4.5%
         
2,000,000
 
American Municipal Power, Inc., Series B
A
5.000%
02/15/2042
02/15/22 @ 100
1,984,940
1,000,000
 
Ohio Air Quality Development Authority, Series A
BBB–
5.700%
02/01/2014
N/A
1,018,800
1,000,000
 
Ohio Air Quality Development Authority
BBB–
5.625%
06/01/2018
N/A
1,125,120
             
4,128,860
   
Oklahoma – 1.1%
         
1,000,000
 
Oklahoma Development Finance Authority
A+
5.000%
02/15/2034
02/15/22 @ 100
1,020,860
   
Pennsylvania – 7.8%
         
1,110,000
 
City of Philadelphia PA, General Obligation, Series A, (Assured Gty)
AA–
5.375%
08/01/2030
08/01/19 @ 100
1,165,234
1,100,000
 
City of Philadelphia PA, General Obligation
A–
5.875%
08/01/2031
08/01/16 @ 100
1,159,455
1,000,000
 
County of Lehigh PA
A+
4.000%
07/01/2043
07/01/22 @ 100
811,110
1,500,000
 
Delaware River Port Authority
BBB–
5.000%
01/01/2027
01/01/23 @ 100
1,544,175
1,000,000
 
Pennsylvania Higher Educational Facilities Authority, Series A
BBB
5.000%
05/01/2037
11/01/17 @ 100
950,600
1,000,000
 
Pennsylvania Higher Educational Facilities Authority, Series B
AA–
6.000%
08/15/2026
08/15/18 @ 100
1,149,600
500,000
 
State Public School Building Authority
A+
5.000%
04/01/2032
04/01/22 @ 100
490,455
             
7,270,629
   
Puerto Rico – 2.1%
         
1,000,000
 
Puerto Rico Commonwealth Aqueduct & Sewer Authority
BB+
5.000%
07/01/2033
07/01/22 @ 100
802,380
1,215,000
 
Puerto Rico Sales Tax Financing Corp.
AA–
5.250%
08/01/2040
08/01/21 @ 100
1,161,030
             
1,963,410
   
Rhode Island – 1.5%
         
1,300,000
 
Rhode Island Convention Center Authority, Series A, (Assured Gty)
AA–
5.500%
05/15/2027
05/15/19 @ 100
1,383,070
 
See notes to financial statements.
         

10 | MZF | MANAGED DURATION INVESTMENT GRADE MUNICIPAL FUND ANNUAL REPORT
 
 
 
 

 
 
 
   
PORTFOLIO OF INVESTMENTS continued
July 31, 2013

               
Principal
   
Rating *
   
Optional Call
 
Amount
 
Description
(Unaudited)
Coupon
Maturity
Provisions**
Value
   
South Carolina – 3.9%
         
$ 2,500,000
 
County of Florence SC, Series A, (AGM)
AA–
5.250%
11/01/2027
11/01/14 @ 100
$ 2,570,250
1,000,000
 
County of Georgetown SC, AMT, Series A
BBB
5.300%
03/01/2028
03/01/14 @ 100
1,002,970
             
3,573,220
   
South Dakota – 1.3%
         
1,200,000
 
South Dakota Health & Educational Facilities Authority, Series A
A+
5.250%
11/01/2034
11/01/14 @ 100
1,204,320
   
Tennessee – 3.5%
         
2,500,000
 
Knox County Health Educational & Housing Facility Board
BBB+
5.250%
04/01/2027
04/01/17 @ 100
2,577,700
650,000
 
Metropolitan Nashville Airport Authority
Baa3
5.200%
07/01/2026
07/01/20 @ 100
679,588
             
3,257,288
   
Texas – 13.6%
         
2,000,000
 
City of Houston TX Utility System Revenue, Series A, (AGM)
AA
5.000%
11/15/2033
11/15/17 @ 100
2,089,000
1,000,000
 
Fort Bend County Industrial Development Corp.
Baa3
4.750%
11/01/2042
11/01/22 @ 100
888,810
2,000,000
 
Lower Colorado River Authority
A
6.250%
05/15/2028
05/15/18 @ 100
2,209,360
2,315,000
 
Matagorda County Navigation District No. 1, AMT, (AMBAC)
A
5.125%
11/01/2028
N/A
2,499,783
2,000,000
 
North Texas Tollway Authority, Series A
A–
5.625%
01/01/2033
01/01/18 @ 100
2,127,520
2,100,000
 
San Leanna Educational Facilities Corp.
BBB+
5.125%
06/01/2036
06/01/17 @ 100
1,992,921
720,000
 
Tarrant County Cultural Education Facilities Finance Corp., Series A, (Assured Gty)
AA–
5.750%
07/01/2018
N/A
762,804
             
12,570,198
   
Vermont – 3.0%
         
2,800,000
 
Vermont Student Assistance Corp., AMT, Series B(a) (d)
A
3.265%
12/03/2035
09/01/13 @ 100
2,779,896
   
Virginia – 1.5%
         
1,250,000
 
Washington County Industrial Development Authority, Series C
BBB+
7.500%
07/01/2029
01/01/19 @ 100
1,426,163
   
Washington – 2.2%
         
1,000,000
 
Spokane Public Facilities District
A+
5.000%
12/01/2038
06/01/23 @ 100
991,420
1,000,000
 
Tes Properties
AA+
5.625%
12/01/2038
06/01/19 @ 100
1,048,640
             
2,040,060
   
Wisconsin – 2.5%
         
1,250,000
 
Wisconsin Health & Educational Facilities Authority, Series A
AA+
5.000%
11/15/2036
11/15/16 @ 100
1,266,488
1,000,000
 
WPPI Energy
A
5.000%
07/01/2037
07/01/23 @ 100
1,012,430
             
2,278,918
   
Wyoming – 4.5%
         
4,000,000
 
County of Sweetwater WY, AMT(d)
A–
5.600%
12/01/2035
12/01/15 @ 100
4,219,440
   
Total Municipal Bonds – 170.8%
         
   
(Cost $156,076,494)
       
158,174,955
   
Preferred Shares – 2.3%
         
   
Diversified Financial Services – 2.3%
         
$ 2,000,000
 
Centerline Equity Issuer Trust, Series A-4-1(b)
Aaa
5.750%
05/15/2015
N/A
$ 2,114,580
   
(Cost $2,000,000)
         
   
Total Long-Term Investments – 173.1%
         
   
(Cost $158,076,494)
       
160,289,535
   
Total Investments – 173.1%
         
   
(Cost $158,076,494)
       
160,289,535
   
Other Assets in excess of Liabilities – 2.0%
       
1,773,941
   
Preferred Shares, at redemption value – (-75.0% of Net Assets Applicable to Common Shareholders or -43.3% of Total Investments)
(69,450,000)
   
Borrowings – (0.1% of Net Assets Applicable to Common Shareholders or 0.0% of Total Investments)
     
(40,000)
   
Net Assets Applicable to Common Shareholders – 100.0%
       
$ 92,573,476
 
 
See notes to financial statements.
         

MZF | MANAGED DURATION INVESTMENT GRADE MUNICIPAL FUND ANNUAL REPORT | 11
 
 
 
 

 
 
   
PORTFOLIO OF INVESTMENTS continued
July 31, 2013
 
AGM – Insured by Assured Guaranty Municipal Corporation
 
AMBAC – Insured by Ambac Assurance Corporation
 
AMT – Income from this security is a preference item under the Alternative Minimum Tax. Assured Gty – Insured by Assured Guaranty Corporation CIFG – Insured by CIFG Assurance North America, Inc.
 
FHA – Guaranteed by Federal Housing Administration
 
N/A – Not Applicable
 
* Ratings shown are per Standard & Poor’s Rating Group (“S&P”), Moody’s Investor Services, Inc. (“Moody’s”) or Fitch Ratings (“Fitch”). Securities classified as NR are not rated. (For securities not rated by S&P, the rating by Moody’s is provided. Likewise, for securities not rated by S&P and Moody’s, the rating by Fitch is provided.) All ratings are unaudited. The ratings apply to the credit worthiness of the issuers of the underlying securities and not to the Fund or its shares.
 
** Date and price of the earliest optional call or put provision. There may be other call provisions at varying prices at later dates.
 
*** All percentages shown in the Portfolio of Investments are based on Net Assets Applicable to Common Shareholders, unless otherwise noted.
 
(a)
Floating or variable rate coupon. The rate shown is as of July 31, 2013.
 
(b)
Securities are exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At July 31, 2013 these securities amounted to $4,085,370, which represents 4.4% of net assets applicable to common shares.
 
(c)
The bond is prerefunded. US government or US government agency securities, held in escrow, are used to pay interest on this security, as well as to retire the bond in full at the date and price indicated under the Optional Call Provisions.
 
(d)
All or a portion of these securities have been physically segregated as collateral for borrowings outstanding. As of July 31, 2013, the total amount segregated was $11,140,901.
 
 
 
See notes to financial statements.

12 | MZF | MANAGED DURATION INVESTMENT GRADE MUNICIPAL FUND ANNUAL REPORT
 
 
 
 

 
 

STATEMENT OF ASSETS AND LIABILITIES
July 31, 2013
 
 
 
 
Assets
 
Investments, at value (cost $158,076,494)
$ 160,289,535
Interest receivable
  1,970,107
Cash
  25,272
Other assets
  15,560
Total assets
  162,300,474
Liabilities
   
Borrowings
  40,000
Investment advisory fee payable
  41,637
Servicing agent fee payable
  27,718
Distributions payable - preferred shareholders
  27,337
Administration fee payable
  3,426
Accrued expenses and other liabilities
  136,880
Total liabilities
  276,998
Preferred Shares, at redemption value
   
$.001 par value per share; 2,778 Auction Market Preferred Shares authorized,
   
issued and outstanding at $25,000 per share liquidation preference
  69,450,000
Net Assets Applicable to Common Shareholders
$ 92,573,476
Composition of Net Assets Applicable to Common Shareholders
   
Common stock, $.001 par value per share; unlimited number of shares authorized,
   
6,800,476 shares issued and outstanding
$ 6,800
Additional paid-in capital
  95,864,447
Net unrealized appreciation on investments
  2,213,041
Accumulated undistributed net investment income
  110,817
Accumulated net realized loss on investments
  (5,621,629)
Net Assets Applicable to Common Shareholders
$ 92,573,476
Net Asset Value Applicable to Common Shareholders (based on 6,800,476 common shares outstanding)
$ 13.61
 
See notes to financial statements.

MZF | MANAGED DURATION INVESTMENT GRADE MUNICIPAL FUND ANNUAL REPORT | 13
 
 
 
 

 
 
 
   
STATEMENT OF OPERATIONS For the year ended July 31, 2013
July 31, 2013

         
Investment Income
       
Interest
    $ 8,288,198  
Expenses
         
Investment advisory fee
$ 673,040        
Servicing agent fee
  448,693        
Auction agent fees - preferred shares
  119,247        
Professional fees
  112,598        
Fund accounting
  67,779        
Administrative fee
  47,458        
Trustees’ fees and expenses
  44,165        
Printing expenses
  30,430        
Custodian fee
  20,751        
NYSE listing fee
  21,170        
Transfer agent fee
  18,249        
Insurance
  18,058        
Line of credit fee
  1,835        
Miscellaneous
  10,909        
Total expenses
        1,634,382  
Investment advisory fee waived
        (155,317 )
Servicing agent fee waived
        (103,545 )
Net expenses
        1,375,520  
Net investment income
        6,912,678  
Realized and Unrealized Gain (Loss) on Investments
           
Net realized gain
        1,224,194  
Net change in unrealized appreciation (depreciation)
        (13,043,021 )
Net realized and unrealized loss on investments
        (11,818,827 )
Distributions to Auction Market Preferred Shareholders from
           
Net investment income
        (942,583 )
Net Decrease in Net Assets Applicable to Common Shareholders Resulting from Operations
      $ (5,848,732 )
 
See notes to financial statements.

14 | MZF | MANAGED DURATION INVESTMENT GRADE MUNICIPAL FUND ANNUAL REPORT
 
 
 
 

 
 
 

         
STATEMENTS OF CHANGES IN NET ASSETS
July 31, 2013  
   
   
   
   
 
For the
 
For the
 
 
Year
  Year  
  Ended  
Ended
 
 
July 31, 2013
 
July 31, 2012
 
Increase (decrease) in Net Assets Applicable to Common
       
Shareholders Resulting from Operations:
       
Net investment income
$ 6,912,678     $ 7,377,320  
Net realized gain (loss) on investments
  1,224,194       (239,566 )
Net change in unrealized appreciation (depreciation) on investments
  (13,043,021 )     9,967,901  
Distributions to auction market preferred shareholders from net investment income
  (942,583 )     (930,077 )
Net increase (decrease) in net assets applicable to common shareholders
             
resulting from operations
  (5,848,732 )     16,175,578  
Distributions to common shareholders from
             
Net investment income
  (6,400,922 )     (6,709,188 )
Capital share transactions
             
Reinvestment of dividends
  200,761       243,370  
Total change in net assets applicable to common shareholders
  (12,048,893 )     9,709,760  
Net assets applicable to common shareholders:
             
Beginning of period
  104,622,369       94,912,609  
End of period (including undistributed net investment income
             
of $110,817 and $541,644, respectively)
$ 92,573,476     $ 104,622,369  
 
See notes to financial statements.

MZF | MANAGED DURATION INVESTMENT GRADE MUNICIPAL FUND ANNUAL REPORT | 15
 
 
 
 

 
 

                             
FINANCIAL HIGHLIGHTS
July 31, 2013
   
   
   
   
 
For the
   
For the
   
For the
   
For the
   
For the
 
Per share operating performance for one common share
Year Ended
   
Year Ended
   
Year Ended
   
Year Ended
   
Year Ended
 
outstanding throughout each period
July 31, 2013
   
July 31, 2012
   
July 31, 2011
   
July 31, 2010
   
July 31, 2009
 
Net asset value, beginning of period
$ 15.41     $ 14.02     $ 14.40     $ 12.73     $ 13.17  
I nvestment operations
                                     
Net investment income (a)
  1.02       1.09       1.12       1.06       1.02  
Net realized and unrealized gain/(loss) on investments
  (1.74 )     1.43       (0.36 )     1.72       (0.49 )
Distributions to preferred shareholders from net investment income
                                     
(common share equivalent basis)
  (0.14 )     (0.14 )     (0.15 )     (0.14 )     (0.24 )
Total from investment operations
  (0.86 )     2.38       0.61       2.64       0.29  
   
Distributions to common shareholders from net investment income
  (0.94 )     (0.99 )     (0.99 )     (0.97 )     (0.73 )
Net asset value, end of period
$ 13.61     $ 15.41     $ 14.02     $ 14.40     $ 12.73  
Market value, end of period
$ 12.46     $ 16.21     $ 13.48     $ 14.53     $ 11.87  
Total investment return (b)
                                     
Net asset value
  -6.01 %     17.50 %     4.57 %     21.21 %     2.83 %
Market value
  -18.13 %     28.56 %     -0.32 %     31.45 %     8.65 %
Ratios and supplemental data
                                     
Net assets, end of period (thousands)
$ 92,573     $ 104,622     $ 94,913     $ 97,190     $ 101,016  
Ratio of expenses to average net assets (excluding interest expense
                                     
and net of fee waivers) (c)
  1.33 %     1.36 %     1.46 %     1.35 %     1.54 %
Ratio of expenses to average net assets (excluding interest expense
                                     
and excluding fee waivers) (c)
  1.58 %     1.62 %     1.72 %     1.69 %     1.91 %
Ratio of expenses to average net assets (including interest expense
                                     
and net of fee waivers) (c)
  1.33 %     1.36 %     1.46 %     1.35 %     1.54 %
Ratio of expenses to average net assets (including interest expense
                                     
and excluding fee waivers) (c)
  1.58 %     1.62 %     1.72 %     1.69 %     1.91 %
Ratio of net investment income to average net assets (c)
  6.70 %     7.38 %     8.09 %     7.68 %     8.65 %
Portfolio turnover
  23 %     15 %     8 %     6 %     21 %
Preferred shares, at redemption value ($25,000 per share
                                     
liquidation preference) (thousands)
$ 69,450     $ 69,450     $ 69,450     $ 69,450     $ 69,450  
Preferred shares asset coverage per share
$ 58,324     $ 62,661     $ 59,166     $ 59,986     $ 61,363  

(a)
Based on average shares outstanding during the period.
(b)
Total investment return is calculated assuming a purchase of a common share at the beginning of the period and a sale on the last day of the period reported either at net asset value (NAV) or market price per share. Dividends and distributions are assumed to be reinvested at NAV for returns at NAV or in accordance with the Fund’s dividend reinvestment plan for returns at market value. Total investment return does not reflect brokerage commissions. A return calculated for a period of less than one year is not annualized.
(c)
Calculated on the basis of income and expenses applicable to both common and preferred shares relative to average net assets of common shareholders.
 
See notes to financial statements.

16 | MZF | MANAGED DURATION INVESTMENT GRADE MUNICIPAL FUND ANNUAL REPORT
 
 
 
 

 
 

   
NOTES TO FINANCIAL STATEMENTS
July 31, 2013
 
Note 1 – Organization:
The Managed Duration Investment Grade Municipal Fund (the “Fund”) was organized as a Delaware statutory trust on May 20, 2003. The Fund is registered as a diversified, closed-end management investment company under the Investment Company Act of 1940, as amended. The Fund’s investment objective is to provide its common shareholders with high current income exempt from regular federal income tax while seeking to protect the value of the Fund’s assets during periods of interest rate volatility. Prior to commencing operations on August 27, 2003, the Fund had no operations other than matters relating to its organization and registration and the sale and issuance of 6,981 common shares of beneficial interest to MBIA Capital Management Corp. (now known as Cutwater Investor Services Corp.).
 
Note 2 – Accounting Policies:
The preparation of financial statements in accordance with US generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
 
The following is a summary of significant accounting policies followed by the Fund.
 
(a) Valuation of Investments: The municipal bonds and preferred shares in which the Fund invests are traded primarily in the over-the-counter markets. In determining net asset value, the Fund uses the valuations of portfolio securities furnished by a pricing service approved by the Board of Trustees. The pricing service typically values portfolio securities at the bid price or the yield equivalent when quotations are readily available. Securities for which quotations are not readily available are valued at fair market value on a consistent basis as determined by the pricing service using a matrix system to determine valuations. The procedures of the pricing service and its valuations are reviewed by the officers of the Fund under the general supervision of the Board of Trustees. Positions in futures contracts, interest rate swaps and options on interest rate swaps (“swaptions”) are valued at closing prices for such contracts established by the exchange or dealer market on which they are traded.
 
For those securities where quotations or prices are not available, the valuations are determined in accordance with procedures established in good faith by management and approved by the Board of Trustees. Valuations in accordance with these procedures are intended to reflect each security’s (or asset’s) “fair value”. Fair value is defined as the price that the Fund would receive to sell an investment or pay to transfer a liability in an orderly transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. Each such determination should be based on a consideration of all relevant factors, which are likely to vary from one pricing context to another. Examples of such factors may include, but are not limited to: (i) the type of security, (ii) the initial cost of the security, (iii) the existence of any contractual restrictions on the security’s disposition, (iv) the price and extent of public trading in similar securities of the issuer or of comparable companies, (v) quotations or evaluated prices from broker-dealers and/or pricing services, (vi) information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange traded securities), (vii) an analysis of the company’s financial statements, and (viii) an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold (e.g. the existence of pending merger activity, public offerings or tender offers that might affect the value of the security).
 
There are three different categories for valuations. Level 1 valuations are those based upon quoted prices in active markets. Level 2 valuations are those based upon quoted prices in inactive markets or based upon significant observable inputs (e.g. yield curves; benchmark interest rates; indices). Level 3 valuations are those based upon unobservable inputs (e.g. discounted cash flow analysis; non-market based methods used to determine fair valuation).
 
The Fund values Level 1 securities using readily available market quotations in active markets. Money market funds are valued at net asset value. The Fund values Level 2 fixed income securities using independent pricing providers who employ matrix pricing models utilizing market prices, broker quotes and prices of securities with comparable maturities and qualities. The Fund values Level 2 equity securities using various observable market inputs as described above. The Fund did not have any Level 3 securities during the period ended July 31, 2013.
 
Transfers between levels, if any, are in comparison to the valuation levels at the end of the previous fiscal year, and are effective as of the beginning of the period.
 
The following table represents the Fund’s investments carried on the Statement of Assets and Liabilities by caption and by level within the fair value hierarchy as of July 31, 2013:
 
Valuations (in $000s)
Level 1
 
Level 2
 
Level 3
 
Total
Description
             
Assets:
             
Municipal Bonds
$   $ 158,175   $   $ 158,175
Preferred Shares
      2,115         2,115
Total
$   $ 160,290   $   $ 160,290
 
There were no transfers between levels for the year ended July 31, 2013.
 
(b) Investment Transactions and Investment Income: Investment transactions are accounted for on the trade date. Realized gains and losses on investments are determined on the identified cost basis. Interest income and expenses are accrued daily. All discounts/premiums are accreted/amortized for financial reporting purposes over the life of each security.
 
(c) Dividends and Distributions: The Fund declares and pays on a monthly basis dividends from net investment income to common shareholders. Distributions of net realized capital gains, if any, will be paid at least annually. Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends and distributions to preferred shareholders are accrued and determined as described in Note 6.
 

MZF | MANAGED DURATION INVESTMENT GRADE MUNICIPAL FUND ANNUAL REPORT | 17
 
 
 
 

 
 
   
NOTES TO FINANCIAL STATEMENTS continued
July 31, 2013
 
(d) Inverse Floating Rate Investments and Floating Rate Note Obligations: Inverse floating rate instruments are notes whose coupon rate fluctuates inversely to a predetermined interest rate index. These instruments typically involve greater risks than a fixed rate municipal bond. In particular, the holder of these inverse floating rate instruments retain all credit and interest rate risk associated with the full underlying bond and not just the par value of the inverse floating rate instrument. As such, these instruments should be viewed as having inherent leverage and therefore involve many of the risks associated with leverage. Leverage is a speculative technique that may expose the Fund to greater risk and increased costs. Leverage may cause the Fund’s net asset value to be more volatile than if it had not been leveraged because leverage tends to magnify the effect of any increases or decreases in the value of the Fund’s portfolio securities. The use of leverage may also cause the Fund to liquidate portfolio positions when it may not be advantageous to do so in order to satisfy its obligations with respect to inverse floating rate instruments.
 
The Fund may invest in inverse floating rate securities through either a direct purchase or through the transfer of bonds to a dealer trust in exchange for cash and/or residual interests in the dealer trust. For those inverse floating rate securities purchased directly, the instrument is included in the Portfolio of Investments with income recognized on an accrual basis. The Fund did not invest in inverse floating rate securities during the year ended July 31, 2013.
 
Note 3 – Agreements:
Pursuant to an Investment Advisory Agreement (the “Advisory Agreement”) between Cutwater Investor Services Corp. (the “Adviser”) and the Fund, the Adviser is responsible for the daily management of the Fund’s portfolio, which includes buying and selling securities for the Fund, as well as investment research, subject to the direction of the Fund’s Board of Trustees. The Adviser is a subsidiary of Cutwater Holdings, LLC which, in turn, is a wholly-owned subsidiary of MBIA, Inc. The Advisory Agreement provides that the Fund shall pay to the Adviser a monthly fee for its services at the annual rate of 0.39% of the sum of the Fund’s average daily managed assets. (“Managed Assets” represent the Fund’s total assets including the assets attributable to the proceeds from any financial leverage but excluding the assets attributable to floating rate note obligations, minus liabilities, other than debt representing financial leverage.) The Adviser contractually agreed to waive a portion of the management fees it is entitled to receive from the Fund at the annual rate of 0.09% of the Fund’s average daily Managed Assets for a one-year period set to expire June 30, 2014.
 
Pursuant to a Servicing Agreement, Guggenheim Funds Distributors, LLC (the “Servicing Agent”) acts as servicing agent to the Fund. The Servicing Agent receives an annual fee from the Fund, payable monthly in arrears, in an amount equal to 0.26% of the average daily value of the Fund’s Managed Assets. The Servicing Agent contractually agreed to waive a portion of the servicing fee it is entitled to receive from the Fund at the annual rate of 0.06% of the average daily value of the Fund’s Managed Assets for a one-year period set to expire June 30, 2014.
 
Prior to May 14, 2013, under a separate Fund Administration agreement, Guggenheim Funds Investment Advisors, LLC (“GFIA”), an affiliate of the Servicing Agent, provided fund administration services to the Fund. GFIA received a fund administration fee payable monthly at the annual rate set forth below as a percentage of the Fund’s average daily managed assets:
 
Managed Assets
Rate
First $200,000,000
0.0275%
Next $300,000,000
0.0200%
Next $500,000,000
0.0150%
Over $1,000,000,000
0.0100%
 
Effective May 14, 2013, the Board of Trustees approved Rydex Fund Services, LLC (“RFS”) to replace GFIA as the Administrator of the Fund. Both RFS and GFIA are affiliates of Guggenheim Partners, LLC. There is no impact to the Fund as a result of this change.
 
The Bank of New York Mellon (“BNY”) acts as the Fund’s custodian, accounting agent and auction agent. As custodian, BNY is responsible for the custody of the Fund’s assets. As accounting agent, BNY is responsible for maintaining the books and records of the Fund. As auction agent, BNY is responsible for conducting the auction of the preferred shares.
 
Certain officers and/or trustees of the Fund are officers and/or directors of the Adviser and the Servicing Agent. The Fund does not compensate its officers or trustees who are officers, directors and/or employees of the aforementioned firms.
 
Note 4 – Federal Income Taxes:
The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. Accordingly, no provision for US federal income taxes is required. In addition, by distributing substantially all of its ordinary income and long-term capital gains, if any, during each calendar year, the Fund intends not to be subject to US federal excise tax.
 
At July 31, 2013, the following reclassification was made to the capital accounts of the Fund to reflect permanent book/tax differences relating to expired capital loss carryovers. Net investment income, net realized gains and net assets were not affected by these changes.
 
Undistributed
Accumulated
 
Net investment
Net Realized
Paid In
Income
Gain (Loss)
Capital
$ _
$1,079,795
$(1,079,795)
 
Information on the tax components of investments as of July 31, 2013 is as follows:
 
Cost of
   
Net Tax
Investments
Gross Tax
Gross Tax
Unrealized
for Tax
Unrealized
Unrealized
Appreciation on
Purposes
Appreciation
Depreciation
Investments
$158,109,704
$6,744,547
$(4,564,716)
$2,179,831
 
The difference between book and tax basis cost of investments is due to book/tax differences on the recognition of partnership/trust income.
 

18 | MZF | MANAGED DURATION INVESTMENT GRADE MUNICIPAL FUND ANNUAL REPORT
 
 
 
 

 
 
 
   
NOTES TO FINANCIAL STATEMENTS continued
July 31, 2013
 
As of July 31, 2013, the components of accumulated earnings/(losses) on a tax basis were as follows:
 
 
Undistributed
Undistributed
Accumulated
 
 
Tax-Exempt
Ordinary
Capital and
Unrealized
 
Income
Income
Other Losses
Appreciation
2013
$159,169
$0
$(5,636,771)
$2,179,831
 
The cumulative timing differences under tax basis accumulated capital and other losses as of July 31, 2013 are due to investments in partnerships/trusts.
 
As of July 31, 2013, the Fund had a capital loss carryforward of $5,636,771 available to offset possible future capital gains. The capital loss carryforward is set to expire as follows: $625,460 on July 31, 2014, $4,772,269 on July 31, 2017. Additionally, the Fund has available long-term capital losses of $239,042 that do not have an expiration. Per the Regulated Investment Company Modernization Act of 2010, capital loss carryforwards generated in taxable years beginning after December 22, 2010 must be fully used before capital loss carryforwards generated in taxable years prior to December 22, 2010, therefore, under certain circumstances, capital loss carryforwards available as of the report date may expire unused.
 
Distributions paid to shareholders during the tax years ended July 31, 2013 and 2012, were characterized as follows:
 
 
Tax-exempt
Ordinary
Total
 
income
income
distributions
2013
$7,336,722
$6,783
$7,343,505
2012
$7,570,996
$68,269
$7,639,265
 
For all open tax years and all major jurisdictions, management of the Fund has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. Uncertain tax positions are tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns that would not meet a more-likely-than-not threshold of being sustained by the applicable tax authority and would be recorded as a tax expense in the current year. Open tax years are those years that are open for examination by taxing authorities (i.e. generally the last four tax year ends and the interim tax period since then). Furthermore, management of the Fund is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.
 
Note 5 – Investment Transactions:
Purchases and sales of investment securities, excluding short-term investments, for the year ended July 31, 2013, aggregated $38,385,912 and $39,190,027, respectively.
 
Note 6 – Capital:
There are an unlimited number of $.001 par value common shares of beneficial interest authorized and 6,800,476 common shares outstanding at July 31, 2013, of which the Adviser owned 12,580 shares.
 
Transactions in common shares were as follows:
 
 
Year Ended
Year Ended
 
July 31, 2013
July 31, 2012
Beginning shares
6,787,494
6,771,263
Shares issued through dividend reinvestment
12,982
16,231
Ending shares
6,800,476
6,787,494
 
On October 27, 2003, the Fund issued 1,389 shares of Auction Market Preferred Shares (“AMPS”), Series M7 and 1,389 shares of Auction Market Preferred Shares, Series W28. The preferred shares have a liquidation value of $25,000 per share plus any accumulated unpaid dividends. As of July 31, 2013, the Fund had 1,389 shares each of AMPS, Series M7 and W28, outstanding. Dividends on the preferred shares are cumulative at a rate that is set by auction procedures. Distributions of net realized capital gains, if any, are made annually.
 
The broad auction-rate preferred securities market, including the Fund’s AMPS, has experienced considerable disruption since mid-February 2008. The result has been failed auctions on nearly all auction-rate preferred shares, including the Fund’s AMPS. A failed auction is not a default, nor does it require the redemption of the Fund’s AMPS.
 
Provisions in the AMPS offering documents establish a maximum rate in the event of a failed auction. The AMPS reference rate is the higher of LIBOR or 90% of the taxable equivalent of the short-term municipal bond rate. The maximum rate, for auctions for which the Fund has not given notice that the auction will consist of net capital gains or other taxable income, is the higher of the reference rate times 110% or the reference rate plus 1.10%.
 
Previously, the taxable equivalent of the short-term municipal bond rate was calculated based on an index called the S&P Weekly High Grade Index. In October 2012, the Fund was notified that the Standard & Poor’s Evaluation Services was discontinuing the publication of the S&P Weekly High Grade Index effective December 31, 2012. After evaluating various indices as a potential successor to the S&P Weekly High Grade Index, the Advisor and Servicing Agent determined that an index called the S&P Municipal Bond 7-Day High Grade Rate Index most closely resembled the S&P Weekly High Grade Index and would be the least disruptive selection to the Fund’s current AMPS holders. After analyzing various alternatives, the Board of Trustees approved the Fund to utilize the S&P Municipal Bond 7-Day High Grade Rate Index as the successor to the S&P Weekly High Grade Index.
 
Management will continue to monitor events in the marketplace and continue to evaluate the Fund’s leverage as well as any alternative that may be available.
 
The range of dividend rates on the Fund’s AMPS for the year ended July 31, 2013, were as follows:
 
       
Next
Series
Low
High
At 7/31/13
Auction Date
M7
1.252%
1.541%
1.252%
8/5/13
W28
1.258%
1.541%
1.258%
8/7/13


MZF | MANAGED DURATION INVESTMENT GRADE MUNICIPAL FUND ANNUAL REPORT | 19
 
 
 
 

 
 
 
   
NOTES TO FINANCIAL STATEMENTS continued
July 31, 2013
 
The Fund is subject to certain limitations and restrictions while the AMPS are outstanding. Failure to comply with these limitations and restrictions could preclude the Fund from declaring any dividends or distributions to common shareholders or repurchasing common shares and/or could trigger the mandatory redemption of AMPS at their liquidation value plus any accrued dividends.
 
On July 12, 2012, Moody’s Investors Service, Inc. (“Moody’s”) notified the Servicing Agent and Cutwater that Moody’s downgraded the Fund’s AMPS from ‘Aaa’ to ‘Aa1’. This downgrade was a result of Moody’s new methodology for rating debt and preferred stock issued by closed-end funds and in line with downgrades experienced by other tax-exempt national municipal closed-end funds. On August 21, 2012, the Board of Trustees approved the termination of Moody’s as a rating agency with regard to rating both series of the Fund’s AMPS. On December 21, 2012, Moody’s withdrew its Aa1 rating assigned to the Fund’s AMPS.
 
The Fund’s AMPS, which are entitled to one vote per share, generally vote with the common shares but vote separately as a class to elect two Trustees and on any matters affecting the rights of the Fund’s AMPS.
 
Note 7 – Borrowings:
The Fund has an uncommitted $2,000,000 line of credit with BNY. Interest on the amount borrowed is based on the Federal Funds Rate plus a spread on outstanding balances. At July 31, 2013, there was a $40,000 balance in connection with the Fund’s uncommitted line of credit. The average daily amount of borrowings during the year ended July 31, 2013 was $199,973 with a related weighted average interest rate of 0.91%. The maximum amount outstanding during the year ended July 31, 2013, was $1,600,000.
 
Note 8 – Indemnifications:
In the normal course of business, the Fund enters into contracts that contain a variety of representations, which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would require future claims that may be made against the Fund that have not yet occurred. However, the Fund expects the risk of loss to be remote.
 
Note 9 – Subsequent Events:
The Fund evaluated subsequent events through the date the financial statements were available for issue and determined there were no additional material events that would require disclosure in the Fund’s financial statements, except as noted below.
 
Dividend Declarations – Common Shareholders
The Fund has declared the following dividends to common shareholders:
 
Rate Per
Declaration
Ex-Dividend
Record
Payable
Share
Date
Date
Date
Date
$0.0735
8/01/13
8/13/13
8/15/13
8/30/13
$0.0735
9/03/13
9/11/13
9/13/13
9/30/13
 


20 | MZF | MANAGED DURATION INVESTMENT GRADE MUNICIPAL FUND ANNUAL REPORT
 
 
 
 

 
 
 
   
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
July 31, 2013
 
The Board of Trustees and Shareholders of
Managed Duration Investment Grade Municipal Fund
 
We have audited the accompanying statement of assets and liabilities of Managed Duration Investment Grade Municipal Fund (the Fund), including the portfolio of investments, as of July 31, 2013, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2013, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Managed Duration Investment Grade Municipal Fund at July 31, 2013, the results of its operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.
 
 
 
Chicago, Illinois
September 24, 2013
 

MZF | MANAGED DURATION INVESTMENT GRADE MUNICIPAL FUND ANNUAL REPORT | 21
 
 
 
 

 
 
 
   
SUPPLEMENTAL INFORMATION (Unaudited)
July 31, 2013
 
Federal Income Tax Information
Subchapter M of the Internal Revenue Code of 1986, as amended, requires the Fund to advise shareholders within 60 days of the Fund’s tax year end (July 31, 2013) as to the federal tax status of dividends and distributions received by shareholders during such tax period. Accordingly, please note that the majority of dividends paid from net investment income from the Fund during the tax period ended July 31, 2013 was federally exempt interest dividends. The Fund has invested in municipal bonds containing market discount, whose accretion is taxable and accordingly, 0.08% of the dividends paid from net investment income during the tax period are attributable to this taxable income. Therefore, the Fund designated $7,337,621 as tax-exempt income.
 
Since the Fund’s fiscal year is not the calendar year, another notification will be sent with respect to calendar year 2013. In January 2014, you will be advised on IRS Form 1099 DIV or substitute 1099 DIV as to the federal tax status of the dividends and distributions received during calendar year 2013. The amount that will be reported will be the amount to use on your 2013 federal income tax return and may differ from the amount which must be reported in connection with the Fund’s tax year ended July 31, 2013. Shareholders are advised to consult with their tax advisers as to the federal, state and local tax status of the income received from the Funds. In January 2014, an allocation of interest by state will be provided which may be of value in reducing a shareholder’s state or local tax liability, if any.
 
Trustees
The Trustees of the Managed Duration Investment Grade Municipal Fund and their principal occupations during the past five years:
 
      Portfolios  
  Term of  
in the
 
  Office**   Fund  
Name, Address*, Year
and Length
 
Complex***
 
of Birth and Position(s)
of Time
Principal Occupations during the Past Five Years
Overseen by
Other Directorships
Held with Registrant
Served
and Other Affiliations
Trustee
Held by Trustee
Independent Trustees:
       
Randall C. Barnes
Since 2006
Private Investor (2001-present). Formerly, Senior Vice President &
50
None
Year of Birth: 1951
 
Treasurer, PepsiCo., Inc. (1993-1997), President, Pizza Hut International
   
Trustee
 
(1991-1993) and Senior Vice President, Strategic Planning and New
   
   
Business Development of PepsiCo., Inc. (1987-1990).
   
Ronald A. Nyberg
Since 2003
Partner of Nyberg & Cassioppi, LLC, a law firm specializing in corporate
52
None
Year of Birth: 1953
 
law, estate planning and business transactions (2000-present). Formerly,
   
Trustee
 
Executive Vice President, General Counsel and Corporate Secretary of Van
   
   
Kampen Investments (1982-1999).
   
Ronald E. Toupin, Jr.
Since 2003
Portfolio Consultant (2010-present). Formerly, Vice President, Manager
49
None
Year of Birth: 1958
 
and Portfolio Manager of Nuveen Asset Management (1998-1999), Vice
   
Trustee, Chairman
 
President of Nuveen Investment Advisory Corp. (1992-1999), Vice President
   
   
and Manager of Nuveen Unit Investment Trusts (1991-1999), and Assistant
   
   
Vice President and Portfolio Manager of Nuveen Unit Investment Trusts
   
   
(1988-1999), each of John Nuveen & Co., Inc. (1982-1999).
   
Interested Trustees:
       
Donald C. Cacciapaglia†
Since 2012
Senior Managing Director of Guggenheim Investments (2010-present);
214
Trustee, Rydex Dynamic Funds,
Year of Birth: 1951
 
Chief Executive Officer of Guggenheim Funds Services, LLC (2012-present);
 
Rydex ETF Trust, Rydex Series Funds
Trustee
 
Chief Executive Officer (2012-present) and President (2010-present),
 
and Rydex Variable Trust
   
Guggenheim Funds Distributors, LLC and Guggenheim Funds Investment
 
(2012-present); Independent Board
   
Advisors, LLC; Chief Executive Officer of certain funds of the Fund Complex
 
Member, Equitrust Life Insurance
   
(2012-present); President and Director of SBL Fund, Security Equity Fund,
 
Company, Guggenheim Life and
   
Security Income Fund, Security Large Cap Value Fund, and Security Mid
 
Annuity Company, and Paragon Life
   
Cap Growth Fund (2012-present); President, CEO and Trustee of Rydex
 
Insurance Company of Indiana
   
Dynamic Funds, Rydex ETF Trust, Rydex Series Funds and Rydex
 
(2011-present).
   
Variable Trust (2012-present); Formerly, Chairman and CEO of Channel Capital
 
   
Group Inc. and Channel Capital Group LLC. (2002-2010).
   
Clifford D. Corso††
Since 2003
President of Cutwater Investor Services Corp.; Chief Investment Officer,
1
None
113 King Street
 
MBIA Insurance Corp.
   
Armonk, NY 10504
       
Year of Birth: 1961
       
Trustee, Chief Executive
       
Officer and President
       

*
The business address of each Trustee unless otherwise noted is c/o Managed Duration Investment Grade Municipal Fund, 2455 Corporate West Drive, Lisle, IL 60532.
**
Each Trustee is expected to serve a three-year term concurrent with the class of Trustees for which he serves:
 
-Mr. Donald Cacciapaglia is a Class II Trustee. A Class II Trustee is expected to stand for re-election at the Fund’s 2015 annual meeting of shareholders.
-Messrs. Barnes and Corso are Class III Trustees. Class III Trustees are expected to stand for re-election at the Fund’s 2013 annual meeting of shareholders.
-Due to the fact that there was not a quorum at the 2012 shareholder meetings, Mr. Nyberg, as a holdover Class I Trustee, and Mr. Toupin, as a holdover Class II Trustee, are expected to stand for re-election at the Fund’s 2013 annual meeting of shareholders.
 

22 | MZF | MANAGED DURATION INVESTMENT GRADE MUNICIPAL FUND ANNUAL REPORT
 
 
 

 
 
 
 
   
SUPPLEMENTAL INFORMATION (Unaudited) continued
July 31, 2013

***
As of period end. The Guggenheim Investments Fund Complex consists of U.S. registered investment companies advised or serviced by Guggenheim Funds Investment Advisors, LLC or Guggenheim Funds Distributors, LLC and/or affiliates of such entities. The Guggenheim Investments Fund Complex is overseen by multiple Boards of Trustees.
Mr. Donald C. Cacciapaglia is an “interested person” (as defined in Section 2(a)(19) of the 1940 Act) (“Interested Trustee”) of the Fund because of his position as an officer of Guggenheim Funds Distributors, LLC, the Fund’s Servicing Agent and certain of its affiliates.
††
Mr. Corso is an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended) of the Fund because of his position as an officer of Cutwater Investor Services Corp., the Fund’s Investment Adviser.
 
Executive Officers
The executive officers of the Managed Duration Investment Grade Municipal Fund and their principal occupations during the past five years
 
Name, Address*, Term of Office**  
Year of Birth and
and Length
 
Position(s) Held of Time
Principal Occupations During the Past Five Years and
with Registrant
Served
Other Affiliations
Officers:
   
Amy J. Lee
Since 2012***
Managing Director, Guggenheim Investments (2012-present); Senior Vice President & Secretary, Security Investors, LLC
Year of Birth: 1961
 
(2010-present); Secretary & Chief Compliance Officer, Security Distributors, Inc. (1987-2012); Vice President, Associate
Chief Legal Officer
 
General Counsel & Assistant Secretary, Security Benefit Life Insurance Company and Security Benefit Corporation (1987-
   
2012); Vice President & Secretary, Rydex Series Funds, Rydex ETF Trust, Rydex Dynamic Funds, and Rydex Variable Trust
   
(2008-present). Officer of certain funds in the Fund Complex (2012-present).
John L. Sullivan
Since 2011
Senior Managing Director – Fund Administration, Guggenheim Investments (2010-present). Chief Financial Officer,
Year of Birth: 1955
 
Chief Accounting Officer and Treasurer of certain funds in the Fund Complex. Formerly, Chief Compliance Officer,
Chief Financial Officer,
 
Van Kampen Funds (2004–2010). Head of Fund Accounting, Morgan Stanley Investment Management (2002-2004).
Chief Accounting Officer and
 
Chief Financial Officer, Treasurer, Van Kampen Funds (1996-2004).
Treasurer
   
Mark E. Mathiasen
Since 2007
Director; Associate General Counsel of Guggenheim Funds Services, LLC (2007-present). Secretary of certain funds in
Year of Birth: 1978
 
the Fund Complex.
Secretary
   
Stevens T. Kelly
Since 2012
Assistant General Counsel of Guggenheim Funds Services, LLC (2011 to present). Assistant Secretary of certain other
Year of Birth: 1982
 
funds in the Fund Complex. Previously, associate at K&L Gates LLP (2008-2011), J.D., University of Wisconsin Law
Assistant Secretary
 
School (2005-2008).
Joanna M. Catalucci
Since 2012
Managing Director of Compliance and Fund Board Relations, Guggenheim Investments (2012-present). Formerly,
Year of birth: 1966
 
Chief Compliance Officer & Secretary, SBL Fund; Security Equity Fund; Security Income Fund; Security Large Cap
Chief Compliance Officer
 
Value Fund & Security Mid Cap Growth Fund; Vice President, Rydex Holdings, LLC; Vice President, Security Benefit Asset
   
Management Holdings, LLC; and Senior Vice President & Chief Compliance Officer, Security Investors, LLC (2010-2012);
   
Security Global Investors, LLC, Senior Vice President (2010-2011); Rydex Advisors, LLC (f/k/a PADCO Advisors, Inc.) and
   
Rydex Advisors II, LLC (f/k/a PADCO Advisors II, Inc.), Chief Compliance Officer and Senior Vice President (2010-2011);
   
Rydex Capital Partners I, LLC & Rydex Capital Partners II, LLC, Chief Compliance Officer (2006-2007); and Rydex Fund
   
Services, LLC (f/k/a Rydex Fund Services, Inc.), Vice President (2001-2006). Chief Compliance Officer of certain funds in
   
the Fund Complex.

*
The business address of each officer, unless otherwise noted, is c/o Managed Duration Investment Grade Municipal Fund, 2455 Corporate West Drive, Lisle, IL 60532.
**
Officers serve at the pleasure of the Board of Trustees and until his or her successor is appointed and qualified or until his or her earlier resignation or removal.
***
Effective February 12, 2013.
 

MZF | MANAGED DURATION INVESTMENT GRADE MUNICIPAL FUND ANNUAL REPORT | 23
 
 
 
 

 
 

   
DIVIDEND REINVESTMENT PLAN (Unaudited)
July 31, 2013
 
Pursuant to the Fund’s Automatic Dividend Reinvestment Plan (the “Plan”), unless a shareholder is ineligible or elects otherwise, all dividend and capital gains distributions are automatically reinvested by Computershare Shareowner Services LLC (“the Plan Administrator”), as agent for shareholders in administering the Plan (the “Plan Agent”), in additional common shares of the Fund. Shareholders whose shares are held in the name of a broker or nominee should contact such broker or nominee to confirm that they are eligible to participate in the Plan. Shareholders who are ineligible or who elect not to participate in the Plan will receive all dividends and distributions in cash paid by check mailed directly to the shareholder of record (or, if the shares are held in street or other nominee name, then to such nominee) by the Plan Administrator, as dividend paying agent. Such shareholders may elect not to participate in the Plan and to receive all distributions of dividends and capital gains in cash by sending written instructions to the Plan Administrator, as dividend paying agent, at the address set forth below. Participation in the Plan is completely voluntary and may be terminated or resumed at any time without penalty by written notice if received by the Plan Agent not less than ten days prior to any dividend record date; otherwise, such termination will be effective with respect to any subsequently declared dividend or capital gains distribution.
 
Whenever the Fund declares an ordinary income dividend or a capital gain dividend (collectively referred to as “dividends”) payable in cash, nonpar-ticipants in the Plan will receive cash, and participants in the Plan will receive the equivalent in common shares. The shares are acquired by the Plan Agent for the participant’s account, depending upon the circumstances described below, either (i) through receipt of additional unissued but authorized common shares from the Fund (“newly issued shares”) or (ii) by purchase of outstanding common shares on the open market (“open-market purchases”) on the New York Stock Exchange or elsewhere. If, on the dividend payment date, the market price per common share plus estimated brokerage commissions is greater than the net asset value per common share (such condition being referred to herein as “market premium”), the Plan Agent will invest the dividend amount in newly issued shares on behalf of the participant. The number of newly issued common shares to be credited to the participant’s account will be determined by dividing the dollar amount of the dividend by the net asset value per share on the payment date, provided that, if the net asset value per share is less than or equal to 95% of the market price per share on the payment date, the dollar amount of the dividend will be divided by 95% of the market price per share on the payment date. If on the dividend payment date the net asset value per share is greater than the market value plus estimated brokerage commissions (such condition being referred to herein as “market discount”), the Plan Agent will invest the dividend amount in shares acquired on behalf of the participant in open-market purchases.
 
If, before the Plan Agent has completed its open-market purchases, the market price of the common shares exceeds the net asset value per share, the average per share purchase price paid by the Plan Agent may exceed the net asset value of the Fund’s shares, resulting in the acquisition of fewer shares than if the dividend had been paid in newly issued shares on the dividend payment date. Because of the foregoing difficulty with respect to open-market purchases, the Plan provides that if the Plan Agent is unable to invest the full dividend amount in open-market purchases during the purchase period or if the market discount shifts to a market premium during the purchase period, the Plan Agent may cease making open-market purchases and may invest the uninvested portion of the dividend amount in newly issued shares at the net asset value per share at the close of business on the last purchase date; provided that, if the net asset value per share is less than 95% of the market price per share on the payment date, the dollar amount of the dividend will be divided by 95% of the market price per share on the payment date.
 
The Plan Agent maintains all shareholders’ accounts in the Plan and furnishes written confirmation of all transactions in the account, including information needed by shareholders for tax records. Shares in the account of each Plan participant will be held by the Plan Agent in the name of the participant, and each shareholder’s proxy will include those shares purchased or received pursuant to the Plan. The Plan Agent will forward all proxy solicitation materials to participants and vote proxies for shares held pursuant to the Plan in accordance with the instructions of the participants.
 
There will be no brokerage charges with respect to shares issued directly by the Fund as a result of dividends or capital gains distributions payable either in shares or in cash. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agent’s open-market purchases in connection with the reinvestment of dividends. The automatic reinvestment of dividends and distributions will not relieve participants of any Federal, state or local income tax that may be payable (or required to be withheld) on such dividends.
 
The Fund reserves the right to amend or terminate the Plan. There is no direct service charge to participants in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the participants. All questions and correspondence concerning the Plan should be directed to the Plan Administrator, Computershare Shareowner Services LLC, P.O. Box 358015, Pittsburgh, PA 15252-8015; Attention Shareholder Services Department, Phone Number: 866-488-3559.
 

24 | MZF | MANAGED DURATION INVESTMENT GRADE MUNICIPAL FUND ANNUAL REPORT
 
 
 
 

 
 
 
   
BOARD CONSIDERATION IN CONNECTION WITH 2013 INVESTMENT MANAGEMENT
 
AGREEMENT CONTRACT CONTINUATION
July 31, 2013
 
On May 14, 2013, the Board of Trustees, including the Independent Trustees (those trustees who are not “interested persons” as defined under the Investment Company Act of 1940, as amended (the “Investment Company Act”)), of Managed Duration Investment Grade Municipal Fund (the “Fund”) met to consider the approval of the continuation of the investment advisory agreement (the “Advisory Agreement”) between the Fund and Cutwater Investor Services Corp. (the “Adviser”). As part of their review process, the Independent Trustees were represented by independent legal counsel. The Board of Trustees reviewed materials received from the Adviser, as well as Guggenheim Funds Distributors, LLC (“Guggenheim Distributors”), the servicing agent of the Fund, Rydex Fund Services, LLC (“Rydex Fund Services” and, together with Guggenheim Distributors, “Guggenheim”), an affiliate of Guggenheim Distributors and the administrator of the Fund, the Fund and independent legal counsel with respect to contract renewal.
 
In preparation for their review, the Independent Trustees communicated with independent legal counsel regarding the nature of information to be provided, and independent legal counsel, on behalf of the Independent Trustees, sent a formal request for information to the Adviser and Guggenheim. The Adviser and Guggenheim provided extensive information in response to the request. In executive session on May 2, 2013, the Independent Trustees met to discuss the information provided by the Adviser and Guggenheim, as well as their responsibilities in connection with their consideration of the Fund’s advisory and administrative arrangements. On the basis of the May 2nd meeting and in consultation with independent legal counsel, the Independent Trustees sent a formal request for additional information to the Adviser and Guggenheim. The Adviser and Guggenheim supplemented their initial responses with additional information to the satisfaction of the Independent Trustees.
 
Among other information, the Adviser provided general information to assist the Independent Trustees in assessing the nature and quality of services provided by the Adviser; information comparing the investment performance of the Fund to a peer group of closed-end funds selected by the Adviser and Guggenheim with similar characteristics to the Fund including, but not limited to, investment objectives and strategies, effective duration targets, assets under management, the use of leverage and the lack of a termination date (the “Performance Peer Group”); information comparing the advisory fees and expense ratios of a group of funds selected by the Adviser and Guggenheim with investment objectives and strategies, assets under management, the use of leverage and the lack of a termination date similar to the Fund (the “Expense Peer Group”); information comparing the investment performance and advisory fees of the Fund to other institutional clients of the Adviser with similar investment objectives to the Fund; and information about the Adviser’s profitability and the effectiveness of the compliance program adopted by the Adviser.
 
Based upon its review, the Board of Trustees unanimously concluded that it was in the best interest of the Fund and its shareholders to approve the Advisory Agreement. In deciding to recommend the approval of the Advisory Agreement, the Board of Trustees did not identify any single factor or particular information that, in isolation, was controlling. This summary describes the most important, but not all, of the factors considered by the Board of Trustees.
 
With respect to the nature, extent and quality of the services provided by the Adviser, the Board of Trustees considered the Adviser’s response to various inquiries, including regulatory and legal issues, the Adviser’s Form ADV, financial information regarding the Adviser and the financial support provided to the Fund in the form of a fee waiver. The Board of Trustees also considered the key personnel available to manage the portfolio. The Board of Trustees considered the Adviser’s ability to achieve the Fund’s investment objective of providing common shareholders with high current income exempt from regular federal income tax while seeking to protect the value of the Fund’s assets during periods of interest rate volatility, and noted the Fund’s current monthly distribution of $0.0775 per share represented an annualized distribution rate of 5.88% based on the Fund’s market price as of March 31, 2013 (or a 10.37% taxable equivalent yield for taxpayers in the 39.6% tax bracket and also taking into account the additional 3.8% Medicare tax).
 
In considering investment performance, the Board of Trustees reviewed the Fund’s performance relative to the Barclays Municipal Bond Index and the Barclays 15-Year Municipal Index (“Barclays Indices”) and the Performance Peer Group. The Board of Trustees reviewed the Fund’s total return on a net asset value basis for the six months ended January 31, 2013, one-year, three-year, five-year and since inception periods ended July 31, 2012. It was noted that the Fund outperformed the Barclays Indices for the six months ended January 31, 2013 and the one-year, three-year, five-year and since inception periods ended July 31, 2012. The Board of Trustees noted that the Fund performed in-line with the Performance Peer Group for the three-year period ended July 31, 2012 ranking fourth of nine. However, the Board of Trustees discussed the Fund’s relatively poor performance against the Performance Peer Group for the six months ended January 31, 2013 and the one-year, five-year and since inception periods ended July 31, 2012, ranking eighth of nine, eighth of nine, sixth of nine and ninth of nine, respectively. The Board discussed the Fund’s performance in light of the Adviser’s initiative to decrease the Fund’s interest rate risk by shortening the duration of the Fund’s investments. In addition, the Board of Trustees noted the on-going premium/discount trend was positive and that the Fund, at April 1, 2013, was trading at a premium, whereas all of the other funds in the Performance Peer Group were trading at discounts.
 
The Board of Trustees then considered the Fund’s fees and expenses. In reviewing the Fund’s advisory fees, the Trustees factored in the administration fee paid to Rydex Fund Services and the servicing fee paid to Guggenheim Distributors, since those functions are typically included in
 

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BOARD CONSIDERATION IN CONNECTION WITH 2013 INVESTMENT MANAGEMENT
 
AGREEMENT CONTRACT CONTINUATION continued
July 31, 2013
 
the management fees of the Expense Peer Group. The Board of Trustees also compared the Fund’s administration fees and servicing fees paid to the Rydex Fund Services and Guggenheim Distributors, respectively, to similar fees received by Guggenheim from certain of their other institutional clients. In addition, the Board of Trustees compared the administration fee paid to Rydex Fund Services to the fees that would be charged for similar services provided by an alternate service provider. The Board of Trustees also reviewed materials provided regarding fees charged to other institutional accounts managed by the Adviser, noting that such fees were lower than those charged to the Fund. However, the Adviser confirmed to the Board of Trustees that they did not believe that the fees charged to such institutional accounts could be appropriately compared to those charged to the Fund because the management of such institutional accounts differed significantly from the Fund with respect to factors including size, investment guidelines and restrictions, scope and complexity of permitted investments and required levels of service. Furthermore, the Trustees noted that a portion of the contractual fee payable to Adviser and Guggenheim Distributors had been waived until June 30, 2014. While the contractual fees were the second highest in the Expense Peer Group, after giving effect to the contractual waivers, the Trustees noted that the combined advisory, administration and servicing fees were within a reasonable range of the average advisory fee (net of waivers) of the Expense Peer Group. Furthermore, the Board of Trustees noted that the current advisory fee, after giving effect to the fee waivers, ranks as the lowest of the Expense Peer Group at 0.30% and the current combined advisory and servicing/administration fee, after giving effect to the fee waivers, also ranks as the lowest of the Expense Peer Group at 0.53%; however, the Board of Trustees also discussed the Fund’s continued high expense ratio of 1.62% gross expenses, which is higher than the expense peer group average.
 
With respect to the profits realized by Adviser from its relationship with the Fund, the Board of Trustees reviewed information regarding the revenues the Adviser received under the Advisory Agreement as well as the direct and estimated indirect costs Adviser incurred in providing the services to the Fund. The Trustees noted that Adviser was earning a reasonable profit from its relationship with the Fund.
 
With respect to potential economies of scale, the Trustees noted that, as a closed-end fund, the Fund was not expected to materially increase in size. Therefore the Board of Trustees did not consider economies of scale as a principal factor in assessing the fee rates payable under the Agreement.
 
Overall Conclusions
Based upon all of the information considered and the conclusions reached, the Board of Trustees determined that the terms of the Advisory Agreement continue to be fair and reasonable and that the approval of the Advisory Agreement with the Adviser through June 30, 2014 was in the best interests of the Fund and its shareholders.
 

26 | MZF | MANAGED DURATION INVESTMENT GRADE MUNICIPAL FUND ANNUAL REPORT
 
 
 
 

 
 

   
FUND INFORMATION
July 31, 2013

       
Board of Trustees
Executive Officers
Investment Adviser
Accounting Agent,
Randall C. Barnes
Clifford D. Corso
Cutwater Investor
Custodian and
 
President and Chief
Services Corp.
Auction Agent
Donald C. Cacciapaglia*
Executive Officer
Armonk, New York
The Bank of New York
     
Mellon
Clifford D. Corso**
Amy J. Lee
Servicing Agent
New York, New York
 
Chief Legal Officer
Guggenheim Funds
 
Ronald A. Nyberg
 
Distributors, LLC
Legal Counsel
 
John L. Sullivan
Lisle, Illinois
Simpson Thacher &
Ronald E. Toupin, Jr.,
Chief Financial Officer,
 
Bartlett LLP
Chairperson
Chief Accounting Officer
Administrator
New York, New York
 
and Treasurer
Rydex Fund
 
* Trustee is an “interested
 
Services, LLC
Independent Registered
person” (as defined in
Mark E. Mathiasen
Rockville, Maryland
Public Accounting Firm
section 2(a)(19) of the
Secretary
 
Ernst & Young LLP
1940 Act) (“Interested
   
Chicago, Illinois
Trustee”) of the Fund
Stevens T. Kelly
   
because of his position as
Assistant Secretary
   
an officer of the Fund’s
     
Servicing Agent and
Joanna M. Catalucci
   
certain of its affiliates.
Chief Compliance Officer
   
** Trustee is an “interested
     
person” of the Fund as
     
defined in the Investment
     
Company Act of 1940, as
     
amended, as a result of
     
his position as an officer
     
of the Fund’s Investment
     
Adviser.
     
 
Privacy Principles of Managed Duration Investment Grade Municipal Fund for Shareholders
The privacy of your personal financial information is extremely important to us. When you open an account with us, we collect a significant amount of information from you in order to properly invest and administer your account. We take very seriously the obligation to keep that information private and confidential, and we want you to know how we protect that important information.
 
We collect nonpublic personal information about you from applications or other forms you complete and from your transactions with us and our affiliates. We do not disclose information about you, or our former clients, to our affiliates or to service providers or third parties, except as permitted by law. We share only the minimum information required to properly administer your accounts, which enables us to send transaction confirmations, monthly or quarterly statements, financial and tax forms. Even within Cutwater and its affiliated entities, only a limited number of people who actually service accounts will ever have access to your personal financial information. Further, we do not share information about our current or former clients with any outside marketing groups or sales entities.
 
To ensure the highest degree of security and confidentiality, Cutwater and its affiliates maintain various physical, electronic and procedural safeguards to protect your personal information. We also apply special measures for authentication of information you request or submit to us on our website-www.Cutwater.com.
 
Questions concerning your shares of Managed Duration Investment Grade Municipal Fund:
·   
If your shares are held in a Brokerage Account, contact your Broker.
 
·   
If you have physical possession of your shares in certificate form, contact the Fund’s Transfer Agent:
 
 
Computershare Shareowner Services LLC, 480 Washington Boulevard, Jersey City, NJ 07310; (866) 488-3559
 
This report is sent to shareholders of Managed Duration Investment Grade Municipal Fund for their information. It is not a Prospectus, circular or representation intended for use in the purchase or sale of shares of the Fund or of any securities mentioned in this report.
 
The Fund has adopted the Adviser’s proxy voting policies and procedures to govern the voting of proxies relating to the voting securities of the Fund. A description of the Adviser’s proxy voting policies and procedures related to portfolio securities is available without charge, upon request, by calling the Fund at (866) 819-5301.
 
Information regarding how the Fund voted proxies for portfolio securities, if applicable, during the most recent 12-month period ended June 30, is also available, without charge and upon request by calling (866) 819-5301 or by accessing the Fund’s Form N-PX on the US Securities and Exchange Commission’s (“SEC”) website at www.sec.gov.
 
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the SEC website at www.sec.gov or by visiting the Fund’s website at guggenheiminvestments.com/mzf. The Fund’s Form N-Q may also be viewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330 or at www.sec.gov .
 
Notice to Shareholders
Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that the Fund from time to time may purchase shares of its common and preferred stock in the open market or in private transactions.
 

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ABOUT THE FUND MANAGER
 
Cutwater Investor Services Corp.
 
Cutwater Investor Services Corp. (“Cutwater”), the Fund’s Investment Adviser, is based in Armonk, New York and was created in 1991 to provide fixed-income investment products and services to institutional and retail clients. The firm specializes in the management of fixed-income securities and provides expertise in investment-grade municipal bond investing. Cutwater is a wholly-owned subsidiary of MBIA, Inc., which is listed on the New York Stock Exchange. Additional information can be found at cutwater.com.
 
Investment Philosophy
 
Cutwater Investor Services Corp.’s philosophy is anchored in the conviction that a high quality municipal portfolio diversified among maturities will provide favorable risk-adjusted performance over time and through a variety of market cycles. Cutwater Investor Services Corp. believes that security selection is enhanced by its large and dedicated staff of credit analysts. Each analyst has a thorough understanding of the broad market, but focuses research on a particular segment of the larger market.
 
Investment Process
 
Investment strategy, including credit quality, yield curve positioning and duration targets, is set for portfolios at regular strategy meetings with the firm’s chief investment officer, portfolio managers and sector specialists. Credit quality decisions are based on credit bands established for each of the portfolios and the current relative value of securities within each of the credit bands. Duration target decisions are based on duration bands which direct the overall risk profile of portfolios relative to their benchmarks and the consensus outlook on the term structure of interest rates. Duration management is extended to each of the individual market sectors. Using the guidelines established in the strategy meetings, the municipal portfolio managers work closely with research analysts. Cutwater’s rigorous bottom-up process is rooted in fundamental credit analysis and Cutwater’s proprietary research.
 
     
Cutwater Investor Services Corp.
Guggenheim Funds Distributors, LLC
 
113 King Street
2455 Corporate West Drive
 
Armonk, NY 10504
Lisle, IL 60532
 
(09/13)
Member FINRA/SIPC
 
 
(09/13)
 
     
    NOT FDIC-INSURED l NOT BANK-GUARANTEED l MAY LOSE VALUE
CEF-MZF-AR-0713

 
 
 
 
 

 

 
Item 2.  Code of Ethics.

(a) The registrant has adopted a code of ethics (the "Code of Ethics") that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

(b) No information need be disclosed pursuant to this paragraph.

(c) The registrant has not amended its Code of Ethics during the period covered by the report presented in Item 1 hereto.

(d) The registrant has not granted a waiver or an implicit waiver to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions from a provision of its Code of Ethics during the period covered by this report.

(e) Not applicable.

(f)            (1) The registrant's Code of Ethics is attached hereto as an exhibit.

(2) Not applicable.

(3) Not applicable.

Item 3.  Audit Committee Financial Expert.
The registrant's Board of Trustees has determined that it has at least one audit committee financial expert serving on its audit committee (the “Audit Committee”), Randall C. Barnes.  Mr. Barnes is an independent Trustee for purposes of this Item 3 of Form N-CSR.  Mr. Barnes qualifies as an audit committee financial expert by virtue of his experience obtained as a former Senior Vice President, Treasurer of PepsiCo, Inc.

(Under applicable securities laws, a person who is determined to be an audit committee financial expert will not be deemed an "expert" for any purpose, including without limitation for purposes of Section 11 of the Securities Act of 1933, as amended, as a result of being designated or identified as an audit committee financial expert.  The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities that are greater than the duties, obligations, and liabilities imposed on such person as a member of the Audit Committee and Board of Trustees in the absence of such designation or identification.  The designation or identification of a person as an audit committee financial expert does not affect the duties, obligations or liability of any other member of the Audit Committee or Board of Trustees.)
Item 4.  Principal Accountant Fees and Services

(a) Audit Fees :  the aggregate fees billed for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements were $24,000 and $20,650 for the fiscal years ending July 31, 2013 and July 31, 2012, respectively.
 
 
 
 

 

 
(b) Audit-Related Fees:   the aggregate fees billed for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item, include agreed upon procedures reports performed for rating agencies, were $4,000 and $4,000 for the fiscal years ending July 31, 2013 and July 31, 2012, respectively.

Ernst & Young LLP did not bill fees for non-audit services that required preapproval by the Audit Committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X during the registrant’s last two fiscal years.

(c) Tax Fees :   the aggregate fees billed for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning, including federal, state and local income tax return preparation and related advice and determination of taxable income and miscellaneous tax advice were $7,500 and $4,250 for the fiscal years ending July 31, 2013 and July 31, 2012, respectively.

Ernst & Young LLP did not bill fees for tax services that required preapproval by the Audit Committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X during the registrant’s last two fiscal years.

(d)   All Other Fees: the aggregate fees billed for products and services provided by the principal accountant, other than the services reported in paragraphs 4(a) and 4(c) were $0 and $0 for the fiscal years ending July 31, 2013 and July 31, 2012, respectively.

Ernst & Young LLP did not bill fees for services not included in Items 4(a), (b) or (c) above that required preapproval by the Audit Committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X during the registrant’s last two fiscal years .

(e)   Audit Committee Pre-Approval Policies and Procedures.
 
(1) The registrant’s audit committee reviews, and in its sole discretion, pre-approves, pursuant to written pre-approval procedures (A) all engagements for audit and non-audit services to be provided by the principal accountant to the registrant and (B) all engagements for non-audit services to be provided by the principal accountant (1) to the registrant’s investment adviser (not including a sub-adviser whose role is primarily portfolio management and is sub-contracted or overseen by another investment adviser) and (2) to any entity controlling, controlled by or under common control with the registrant’s investment adviser that provides ongoing services to the registrant; but in the case of the services described in subsection (B)(1) or (2), only if the engagement relates directly to the operations and financial reporting of the registrant; provided that such pre-approval need not be obtained in circumstances in which the pre-approval requirement is waived under rules promulgated by the Securities and Exchange Commission or New York Stock Exchange listing standards.  Sections IV.C.2 and IV.C.3 of the registrant’s audit committee’s revised Audit Committee Charter contain the Audit Committee’s Pre-Approval Policies and Procedures and such sections are included below.

 IV.C.2.Pre-approve any engagement of the independent auditors to provide any non-prohibited services to the Fund, including the fees and other compensation to be paid to the independent auditors (unless an exception is available under Rule 2-01 of Regulation S-X).
 
 
 
 

 
 
(a)  
The categories of services to be reviewed and considered for pre-approval include the following:

              Audit Services
·  
Annual financial statement audits
·  
Seed audits (related to new product filings, as required)
·  
SEC and regulatory filings and consents
 
Audit-Related Services
·  
Accounting consultations
·  
Fund merger/reorganization support services
·  
Other accounting related matters
·  
Agreed upon procedures reports
·  
Attestation reports
·  
Other internal control reports
 
Tax Services
·  
Tax compliance services related to the filing of amendments:
o  
Federal, state and local income tax compliance
o  
Sales and use tax compliance
·  
Timely RIC qualification reviews
·  
Tax distribution analysis and planning
·  
Tax authority examination services
·  
Tax appeals support services
·  
Accounting methods studies
·  
Fund merger support services
·  
Tax compliance, planning and advice services and related projects

 
(b)  
The Audit Committee has pre-approved those services, which fall into one of the categories of services listed under 2(a) above and for which the estimated fees are less than $25,000.

(c)  
For services with estimated fees of $25,000 or more, but less than $50,000, the Chairman is hereby authorized to pre-approve such services on behalf of the Audit Committee.

(d)  
For services with estimated fees of $50,000 or more, such services require pre-approval by the Audit Committee.
 
(e)  
The independent auditors or the Chief Accounting Officer of the Fund (or an officer of the Fund who reports to the Chief Accounting Officer) shall report to the Audit Committee at each of its regular quarterly meetings all audit, audit-related and permissible non-audit services initiated since the last such report (unless the services were contained in the initial audit plan, as previously presented to, and approved by, the Audit Committee).  The report shall include a general description of the services and projected fees, and the means by which such services were approved by the Audit Committee (including the particular category listed above under which pre-approval was obtained).
 

 
 
 

 

IV.C.3.      Pre-approve any engagement of the independent auditors, including the fees and other compensation to be paid to the independent auditors, to provide any non-audit services to the Adviser (or any “control affiliate” of the Adviser providing ongoing services to the Fund), if the engagement relates directly to the operations and financial reporting of the Fund (unless an exception is available under Rule 2-01 of Regulation S-X).

(a)  
The Chairman or any member of the Audit Committee may grant the pre-approval for non-audit services to the Adviser (or any “control affiliate” of the Adviser providing ongoing services to the Fund) relating directly to the operations and financial reporting of the Fund for which the estimated fees are less than $25,000. All such delegated pre-approvals shall be presented to the Audit Committee no later than the next Audit Committee meeting.

(b)  
For non-audit services to the Adviser (or any “control affiliate” of the Adviser providing ongoing services to the Fund) relating directly to the operations and financial reporting of the Fund for which the estimated fees are $25,000 or more, such services require pre-approval by the Audit Committee.

(2) None of the services described in each of Items 4(b) through (d) were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f)  Not applicable.

(g) The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, the registrant’s investment adviser (not including a sub-adviser whose role is primarily portfolio management and is sub-contracted with or overseen by another investment adviser) and/or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant that directly related to the operations and financial reporting of the registrant were $11,500 and $8,250 for the fiscal year ended July 31, 2013, and July 31, 2012, respectively.

(h)  Not applicable.
 
 
Item 5.  Audit Committee of Listed Registrant.

a)  
The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The Audit Committee of the Registrant is comprised of Ronald A. Nyberg, Ronald E. Toupin, Jr., and Randall C. Barnes.

b)  
Not applicable.

Item 6.  Schedule of Investments.

The Schedule of Investments is included as part of Item 1.

Item 7.  Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

The Registrant has delegated the voting of proxies relating to its voting securities to its investment adviser, Cutwater Investor Services Corp. (the "Adviser"). The Proxy Voting Policies and Procedures of the Adviser (the "Proxy Voting Policies") are included as an exhibit hereto.
 
 
 
 

 
 
Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 
(a) (1)           A team of investment professionals at Cutwater Investor Services Corp.   shares primary responsibility for the day-to-day portfolio management of the Fund.  The following provides information regarding the members of the team.
 
Name
Since
Professional Experience  
 
Clifford D. Corso
 
 2003 (Inception)
 
Chief Executive Officer and Chief Investment Officer, Cutwater Investor Services Corp.
     
James B. DiChiaro
2007
Director and Portfolio Manager, Cutwater Investor Services Corp. (1999-present).
     
Matthew J. Bodo
2012
Vice President and Portfolio Manager, Cutwater Investor Services Corp. (2002-present)
 
 
 (a) (2) (i-iii)                       Other accounts managed.     Cutwater Investor Services Corp. currently manages one performance-based fee account.  The following summarizes information regarding each of the other accounts managed by the Cutwater Investor Services Corp. portfolio managers as of July 31, 2013:
 
   
Registered Investment Companies
 
Other Pooled Investment Vehicles
 
Other Accounts
Name
 
# of Accounts
 
Total Assets
 
# of Accounts
 
Total Assets
 
# of Accounts
 
Total Assets
Clifford D. Corso
 
3
 
$
284 million
 
5
 
$
3.5 billion
 
244
 
$
19.7 billion
James B. DiChiaro
 
-
   
-
 
-
   
-
 
5
 
$
     1 billion
Matthew J. Bodo
 
-
   
-
 
5
 
$
1.0 billion
 
24
 
$
916 million
 
(a) (2) (iv)       Conflicts of Interest.     Cutwater Investor Services Corp. provides advisory services to other clients which invest in securities of the same type that the Fund invests in (i.e. municipal obligations).  These include certain managed accounts which are affiliates of Cutwater Investor Services Corp.  The Adviser is aware of its obligation to ensure that when orders for the same securities are entered on behalf of the Fund and other accounts, that the Fund receives fair and equitable allocation of these orders, particularly where affiliated accounts may participate.  As of July 31, 2013, the Fund has dealt with this conflict of interest by adopting policies and procedures regarding trade execution, brokerage allocation and order aggregation which provide a methodology for ensuring fair treatment for all clients in situations where orders cannot be completely filled or filled at different prices.
 
(a) (3)            Compensation. As of July 31, 2013, Cutwater Investor Services Corp. as Adviser to the Fund, compensates the Fund’s portfolio managers for their management of the Fund.  Compensation is comprised of a fixed base salary and discretionary performance bonus that is based on the overall success of the firm, and the individual’s responsibility and his/her performance versus expectations, which are reviewed annually.  That evaluation includes the professionals’ own self-assessment of their years’ work relative to their responsibilities and also includes supervisor evaluation.  The Adviser’s compensation strategy is to provide reasonable base salaries commensurate with an individual’s responsibility and provide performance bonus awards.  Additionally, there is a long-term incentive plan, with eligibility for participation by employees at the Vice President level and above.  Total compensation of the Fund’s portfolio managers is not related to Fund performance.
 
 
 
 

 
 
(a) (4)            Securities ownership.     The following table discloses the dollar range of equity securities of the Fund beneficially owned by the each of the Cutwater Investor Services Corp. portfolio managers as of July 31, 2013:
 
Name of Portfolio Manager
 
Dollar Range of Equity Securities in Fund
Clifford D. Corso
 
None
James B. DiChiaro
 
None
Matthew J. Bodo
 
None

(b) Not applicable.

Item 9.  Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

None

Item 10.  Submission of Matters to a Vote of Security Holders.

The Registrant has not made any material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees.

Item 11.  Controls and Procedures.

(a) The registrant's principal executive officer and principal financial officer have evaluated the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) as of a date within 90 days of this filing and have concluded based on such evaluation as required by Rule 30a-3(b) under the Investment Company Act, that the registrant's disclosure controls and procedures were effective as of that date in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12.  Exhibits.

(a)(1) Code of Ethics for Chief Executive and Senior Financial Officer.

(a)(2) Certifications of principal executive officer and principal financial officer pursuant to Rule 30a-2(a) of the Investment Company Act.

(b) Certifications of principal executive officer and principal financial officer pursuant to Rule 30a-2(b) of the Investment Company Act and Section 906 of the Sarbanes-Oxley Act of 2002.

(c) Proxy Voting Policies and Procedures.
 
 
 

 
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) Managed Duration Investment Grade Municipal Fund  

By:                   /s/Clifford D. Corso                               

Name:            Clifford D. Corso

Title:              President and Chief Executive Officer

Date:              October 4, 2013


Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:                   /s/Clifford D. Corso                               

Name:            Clifford D. Corso

Title:              President and Chief Executive Officer

Date:              October 4, 2013




By:                   /s/John L. Sullivan                               

Name:             John L. Sullivan

Title:               Chief Financial Officer, Chief Accounting Officer and Treasurer

Date:              October 4, 2013
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