0000891804-13-000327.txt : 20130304 0000891804-13-000327.hdr.sgml : 20130304 20130304162610 ACCESSION NUMBER: 0000891804-13-000327 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 20121231 FILED AS OF DATE: 20130304 DATE AS OF CHANGE: 20130304 EFFECTIVENESS DATE: 20130304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Guggenheim Enhanced Equity Income Fund (f/k/a Old Mutual/Claymore Long-Short Fund) CENTRAL INDEX KEY: 0001310709 IRS NUMBER: 436922646 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-21681 FILM NUMBER: 13661963 BUSINESS ADDRESS: STREET 1: C/O GUGGENHEIM FUNDS STREET 2: 2455 CORPORATE WEST DRIVE CITY: LISLE STATE: IL ZIP: 60532-3622 BUSINESS PHONE: 630-505-3700 MAIL ADDRESS: STREET 1: C/O GUGGENHEIM FUNDS STREET 2: 2455 CORPORATE WEST DRIVE CITY: LISLE STATE: IL ZIP: 60532-3622 FORMER COMPANY: FORMER CONFORMED NAME: Old Mutual/Claymore Long-Short Fund (f.k.a. Analytic Covered Call Plus Fund) DATE OF NAME CHANGE: 20050627 FORMER COMPANY: FORMER CONFORMED NAME: Old Mutual/Claymore Long-Short Premium Fund (f.k.a. Analytic Covered Call Plus Fund) DATE OF NAME CHANGE: 20050411 FORMER COMPANY: FORMER CONFORMED NAME: Old Mutual/Claymore Long-Short Premium Fund (f.k.a-Analytic Covered Call Plus Fund) DATE OF NAME CHANGE: 20050406 N-CSR 1 gug55963-ncsr.htm GPM gug55963-ncsr.htm
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   811-21681
 
Guggenheim Enhanced Equity Income 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:  December 31
 
Date of reporting period:  December 31, 2012
 
 
 
 

 
 

 
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:
 
 
 
 

 
 
WWW.GUGGENHEIMINVESTMENTS.COM/GPM
... YOUR LINK TO THE LATEST, MOST UP-TO-DATE INFORMATION ABOUT THE GUGGENHEIM ENHANCED EQUITY INCOME FUND
 
The shareholder report you are reading right now is just the beginning of the story. Online at www.guggenheiminvestments.com/gpm, 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
Fund and adviser contact information
 
Guggenheim Partners Investment Management, LLC and Guggenheim Funds Investment Advisors, LLC are constantly 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 small way we are working to keep you better informed about your investment in the Fund.
 
 
 

 
 
  December 31, 2012
 
DEAR SHAREHOLDER
 
We thank you for your investment in the Guggenheim Enhanced Equity Income Fund (the “Fund”). This report covers the Fund’s performance for the fiscal year ended December 31, 2012.
 
The Fund’s primary investment objective is to seek a high level of current income and gains with a secondary objective of long-term capital appreciation.
 
All Fund returns cited—whether based on net asset value (“NAV”) or market price—assume the reinvestment of all distributions. For the 12 months ended December 31, 2012, the Fund provided a total return based on market price of 11.52% and a total return based on NAV of 6.60%. On December 31, 2012, the Fund’s last closing market price of $8.20 per share represented a discount of 8.17% to its NAV of $8.93 per share. As of June 30, 2012, the Fund’s market price of $9.16 per share represented a discount of 1.93% to its NAV of $9.34 per share. Past performance does not guarantee future results. The market price of the Fund’s shares fluctuates from time to time, and it may be higher or lower than the Fund’s NAV.
 
The Fund has paid a distribution of $0.24 each quarter since June 2009. The most recent dividend represents an annualized distribution rate of 11.71% based on the Fund’s closing market price of $8.20 as of December 31, 2012.
 
Guggenheim Funds Investment Advisors, LLC (“GFIA” or the “Adviser”) serves as the investment adviser to the Fund. Guggenheim Partners Investment Management, LLC (“GPIM” or the “Sub-Adviser”) serves as the Fund’s investment sub-adviser and is responsible for the management of the Fund’s portfolio of investments. Each of the Adviser and the Sub-Adviser is an affiliate of Guggenheim Partners, LLC (“Guggenheim”), a global diversified financial services firm.
 
GPIM seeks to achieve the Fund’s investment objective by obtaining broadly diversified exposure to the equity markets, currently through a portfolio of exchange-traded funds (“ETFs”), and utilizing a covered call strategy which follows GPIM’s proprietary dynamic rules-based methodology. The Fund seeks to earn income and gains through underlying equity security performance, dividends paid on securities owned by the Fund, and cash premiums received from selling (writing) covered call options.
 
In connection with the implementation of GPIM’s strategy, the Fund utilizes financial leverage. The goal of the use of financial leverage is to enhance shareholder value, consistent with the Fund’s investment objective, and provide superior risk-adjusted returns. The Fund’s use of financial leverage is intended to be flexible in nature and is monitored and adjusted, as appropriate, on an ongoing basis by GFIA and GPIM. The Fund may utilize financial leverage up to the limits imposed by the Investment Company Act of 1940 (the “1940 Act”), as amended. Under current market conditions, the Fund intends to utilize financial leverage in an amount not to exceed 30% of the Fund’s total assets (including the proceeds of such financial leverage) at the time utilized. The Fund employs financial leverage through a line of credit with a major European bank. As of December 31, 2012, the amount of leverage was approximately 27% of the Fund’s total assets.
 
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 quarterly 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 NAV, subject to an Internal Revenue Service (“IRS”) limitation that the purchase price cannot be more than 5% below the market price per share. The DRIP provides a cost-effective means to accumulate additional shares and enjoy the potential benefits of compounding returns over time.
 
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DEAR SHAREHOLDER continued
December 31, 2012
 
To learn more about the Fund’s performance and investment strategy for the 12 months ended December 31, 2012, we encourage you to read the Questions & Answers section of the report, which begins on page 5.
 
We appreciate your investment and 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 www.guggenheiminvestments.com/gpm.
 
Sincerely,
 
 
Donald C. Cacciapaglia
Chief Executive Officer
Guggenheim Enhanced Equity Income Fund
 
January 31, 2013
 
4 | GPM | GUGGENHEIM ENHANCED EQUITY INCOME FUND ANNUAL REPORT
 
 
 

 
 
QUESTIONS & ANSWERS
December 31, 2012
 
The Guggenheim Enhanced Equity Income Fund (the “Fund”) is managed by a team of seasoned professionals at Guggenheim Partners Investment Management, LLC (“GPIM” or the “Sub-Adviser”). This team includes B. Scott Minerd, Chief Investment Officer; Anne Bookwalter Walsh, CFA, JD, Assistant Chief Investment Officer; Farhan Sharaff, Assistant Chief Investment Officer, Equities; Jayson Flowers, Senior Managing Director; and Jamal Pesaran, Portfolio Manager. In the following interview, the investment team discusses the market environment and the Fund’s performance for the annual period ended December 31, 2012.
 
Please describe the Fund’s investment objective and explain how GPIM’s investment strategy seeks to achieve it.
The Fund’s investment objective is to seek a high level of current income and gains with a secondary objective of long-term capital appreciation. Under normal market conditions, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities.
 
GPIM seeks to achieve the Fund’s investment objective by obtaining broadly diversified exposure to the equity markets and utilizing a covered call strategy developed by GPIM. The Fund may seek to obtain exposure to equity markets through investments in exchange-traded funds or other investment funds that track equity market indices, through investments in individual equity securities and/or through derivative instruments that replicate the economic characteristics of exposure to equity securities or markets. The Fund has the ability to write call options on indices and/or securities, which will typically be at or out of the money. GPIM’s strategy typically targets one-month options, although options of any strike price or maturity may be utilized.
 
The Fund seeks to earn income and gains through underlying equity security performance, dividends paid on securities owned by the Fund, and cash premiums received from selling (writing) covered call options. Although the Fund will receive premiums from the options written, by writing a covered call option, the Fund forgoes any potential increase in value of the underlying securities above the strike price specified in an option contract through the expiration date of the option. To the extent GPIM’s strategy seeks to achieve broad equity exposure through a portfolio of common stocks, the Fund would hold a diversified portfolio of stocks. To the extent GPIM’s equity exposure strategy is implemented through investment in broad-based equity exchange-traded funds or other investment funds or instruments, the Fund’s portfolio may comprise fewer holdings. At present, the Fund obtains exposure to equity markets by investing primarily in a portfolio of exchange-traded funds.
 
As part of GPIM’s strategy, the Fund is currently using financial leverage. The goal of financial leverage is to enhance shareholder value, consistent with the Fund’s investment objective, and provide superior risk-adjusted returns. The Fund may utilize financial leverage up to the limits imposed by the 1940 Act. The Fund’s use of financial leverage is intended to be flexible in nature and is monitored and adjusted, as appropriate, on an ongoing basis by Guggenheim Funds Investment Advisers, LLC (“GFIA”) and GPIM. Under current market conditions, the Fund intends to utilize financial leverage in an amount not to exceed 30% of the Fund’s total assets (including the proceeds of such financial leverage) at the time utilized. The Fund employs financial leverage through a line of credit with a major European bank. 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 successful. Financial leverage may cause greater changes in the Fund’s net asset value and returns than if leverage had not been used.
 
Please provide an overview of the economic and market environment during 2012.
The U.S. economy continues its positive expansion, although the risks of delinquencies, diminished consumer demand, and the knock-on effect of Europe continue to weigh on the market. Unprecedented policy actions by the Federal Reserve (“the Fed”) continue to provide ample liquidity and accommodation to stimulate growth of the U.S. economy. Recent Fed action, such as the third round of quantitative easing announced in September 2012, shows an increased tolerance for potentially higher levels of inflation. The Fed was aggressive in its policy action by announcing an open-ended bond purchasing program that focused on agency mortgages. Operation Twist, the Fed’s program of buying longer duration Treasury securities while simultaneously selling shorter duration securities, was also extended.
 
The underlying thesis over the past few months still holds true—that the U.S. economy has shown resiliency through the many headwinds which it has faced, and that better-than-expected growth is anticipated in 2013. State and local governments are starting to be net contributors to employment. The economy is also experiencing the start of the recovery in the housing market, which is supportive of economic growth. While economic conditions in the U.S. are expected to improve throughout 2013, it will be some time before the unemployment rate falls below an acceptable level for policymakers. Furthermore, inflationary pressures will likely stay muted, as history has shown, there will not be a secular rise in inflation until capacity utilization rises to a level far higher than where it is currently.
 
Central banks around the world have tagged along with U.S. policymakers and are engaging in their own forms of accommodative policy actions, which should continue to benefit risk assets and assets linked to inflation. While the European Central Bank has made considerable strides to reduce stress emanating from troubled eurozone nations, it is evident that restructuring of toxic debt will take considerable time and effort. The
 
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QUESTIONS & ANSWERS continued
December 31, 2012
 
eurozone currency still remains at a relatively high value compared to the U.S. dollar, which makes European countries less competitive with respect to exports. Despite all of these headwinds, the U.S. economy appears to have the momentum, albeit at a slow pace, to withstand an imminent European recession. In China, it appears that we are past the bottom in economic growth, and there are signs that things are turning positive. Industrial production, stock prices, even real estate prices are beginning to rise. The positive news for China could also be good news for the emerging markets.
 
The over-all environment for the period was one of falling volatility and a market that trended significantly higher. For the 12-month period ended December 31, 2012, return of the Standard & Poor’s 500 Index (the “S&P 500”), which is generally regarded as an indicator of the broad U.S. stock market, was 16.00%. The “VIX,” which is the ticker symbol for the Chicago Board Options Exchange Market Volatility Index, a measure of the implied volatility of S&P 500 options, fell about 25%. It represents a measure of the market’s expectation of stock market volatility over the next 30-day period. Quoted in percentage points, the VIX represents the expected daily movement in the S&P 500 over the next 30-day period, which is then annualized.
 
How did the Fund perform for the full year of 2012?
All Fund returns cited—whether based on net asset value (“NAV”) or market price—assume the reinvestment of all distributions. For the 12 months ended December 31, 2012, the Fund provided a total return based on market price of 11.52% and a total return net of fees based on NAV of 6.60%. Past performance does not guarantee future results.
 
In comparison, the return of the S&P 500 was 16.00% for the 12 months ended December 31, 2012, and the return of CBOE S&P 500 BuyWrite Index (“BXM”), the covered call benchmark, was 5.20%. The BXM is a benchmark index designed to show the hypothetical performance of a portfolio that purchases all the constituents of the S&P 500 and then sells at-the-money (meaning same as purchase price) calls of one-month duration against those positions.
 
The discount of the Fund narrowed over the entire year, but has widened since June 30, 2012. On December 31, 2011, the Fund’s market price of $8.16 per share represented a discount of 11.97% to its NAV of $9.27 per share. One year later, on December 31, 2012, the Fund’s last closing market price of $8.20 per share represented a discount of 8.17% to its NAV of $8.93 per share. The Fund traded at a premium to NAV on several days in June and early July, and on June 30, 2012, the Fund’s market price of $9.16 per share represented a discount of 1.93% to its NAV of $9.34 per share. The market price of the Fund’s shares fluctuates from time to time, and it may be higher or lower than the Fund’s NAV.
 
GPIM believes the narrowing of the discount over the course of 2012 may reflect investors’ improving understanding of the Fund’s investment strategy, which seeks to provide long-term returns similar to the S&P 500, while seeking higher income and risk similar to the S&P 500. Risk is generally measured by the standard deviation of returns, which was 11.4% for the Fund during 2012, compared with 12.8% for the S&P 500.
 
The widening of the discount of shares to NAV toward year-end may have been due to the general wariness of dividend-paying investments at a time when increased taxes on dividends was being considered as part of the U.S. fiscal cliff negotiations.
 
The Fund has paid a distribution of $0.24 each quarter since June 2009. The most recent dividend represents an annualized distribution rate of 11.71% based on the Fund’s closing market price of $8.20 as of December 31, 2012.
 
What investment decisions had the greatest effect on the Fund’s performance?
The year was highlighted by a number of extreme market moves and low realized volatility, which presented a difficult combination for a strategy like GPM, which collects premiums from selling covered calls in anticipation of a near-term market move. Volatility, as measured by the VIX, generally fell over the course of the year, starting around 24% and remaining in the range of 13%-15% for most of the year before ending around 18%. The Fund’s underperformance stemmed from the inherent nature of the strategy, which through selling covered calls caps its upside, and not being compensated for the risk the Fund took in selling the calls.
 
To give an example of the whipsaw nature of the market, the S&P 500 rose about 8% over January options expiry, extending the move in February, higher by 3.5%, and then 3.2% in March. After a quiet April, the market fell 6% in May expiry, before continuing with a 3.7% rise in June and 4.1% rise in August. At year end the whipsaw continued with a 5.1% drop during November expiry followed by a rise of 5.2% in December. Implied volatility did not materialize after these moves higher or other moves lower, such as in May and November. We attribute this disconnect between market moves and volatility to the massive liquidity injections by the U.S. Federal Reserve as well as other major central banks.
 
Of the three factors affecting Fund performance—security selection, strike price of options written and leverage—security selection was a detractor to return. In security selection, a strategy using anything other than the S&P 500 in pursuing its strategy in 2012 fell short, since the S&P 500 was the
 
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QUESTIONS & ANSWERS continued
December 31, 2012
 
best-performing broad measure of the equity market. Our portfolio tends to be composed of a more broad set of U.S. equity index exposures.
 
Much of the performance of the S&P 500 was largely a result of the impact of the mega-cap rally in 2012 and the return of one of the largest stocks, Apple, Inc. It was up about 40% for the first half of the year, before it began a reversal in the third quarter that brought its gain to about 33% for the year.
 
Underlying call exposures were also detractors from performance, given the drop-off in implied volatility and slow realized moves. Leverage contributed to performance for the period, which is generally the case during rising markets.
 
The degree of leverage employed is determined based on analysis of the securities in the portfolio and the strike price selected. In general, leverage is lower when the strike price is higher, and higher when the strike price is close to the price of the underlying security. The impact of this strategy is that the Fund has more leverage when GPIM believes volatility is most attractive. Leverage is generally maintained between 20% and 30% of the Fund’s total assets.
 
The quantitative easing from the world’s central banks did not cause us to dramatically change how we manage the strategy, but from time to time we did seek to improve performance by selling covered calls at a higher strike price and reducing leverage, which we typically do in a period of low implied volatility. Leverage was slightly lower at the end of 2012 compared with earlier in the year (27% of the Fund’s total assets on December 31, 2012, compared with 28% on June 30, 2012).
 
Index Definitions
 
Indices are unmanaged, reflect no expenses and it is not possible to invest directly in an index.
 
The S&P 500 is an unmanaged, capitalization-weighted index of 500 stocks. The index is designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries.
 
The Chicago Board Options Exchange Market Volatility Index, often referred to as the VIX (its ticker symbol), the fear index or the fear gauge, is a measure of the implied volatility of S&P 500 options. It represents a measure of the market’s expectation of stock market volatility over the next 30 day period. Quoted in percentage points, the VIX represents the expected daily movement in the S&P 500 over the next 30-day period, which is then annualized.
 
The CBOE S&P 500 BuyWrite Index (BXM) is a benchmark index designed to show the hypothetical performance of a portfolio that purchases all the constituents of the S&P 500 and then sells at-the-money (meaning same as purchase price) calls of one-month duration against those positions.
 
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. Historically, closed-end funds often trade at a discount to their net asset value. Risk is inherent in all investing, including the loss of your entire principal. Therefore, before investing you should consider the following risks carefully.
 
Equity Securities and Related Market Risk. The market price of common stocks and other equity securities (including ETFs) may go up or down, sometimes rapidly or unpredictably. Equity securities may decline in value due to factors affecting equity securities markets generally, particular industries represented in those markets or the issuer itself. The values of equity securities may decline due to general market conditions which are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. The value of equity securities may also decline for a number of other reasons which directly relate to the issuer, such as management performance, financial leverage, the issuer’s historical

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QUESTIONS & ANSWERS continued
December 31, 2012
 
and prospective earnings, the value of its assets and reduced demand for its goods and services. Equity securities generally have greater price volatility than bonds and other debt securities.
 
Other Investment Companies Risk. The Fund may invest in securities of other open- or closed-end investment companies, including ETFs. As a stockholder in an investment company, the Fund will bear its ratable share of that investment company’s expenses, and would remain subject to payment of the Fund’s investment management fees with respect to the assets so invested. Shareholders would therefore be subject to duplicative expenses to the extent the Fund invests in other investment companies. In addition, these other investment companies may utilize financial leverage, in which case an investment would subject the Fund to additional risks associated with leverage.
 
The Fund may invest in “leveraged” and/or “inverse” ETFs which seek returns equal to a specified multiple of the underlying index returns for a given day. These ETFs may be more volatile and subject to greater risk than traditional ETFs. However, the longer-term returns of “leveraged” or “inverse” ETFs may have little correlation to the returns of the underlying index.
 
Options Risk. There are various risks associated with the Fund’s covered call option strategy. The purchaser of an index option written by the Fund has the right to any appreciation in the cash value of the index over the strike price on the expiration date. Therefore, as the writer of an index call option, the Fund forgoes the opportunity to profit from increases in the index over the strike price of the option. However, the Fund has retained the risk of loss (net of premiums received) should the price of the Fund’s portfolio securities decline. Similarly, as the writer of a call option on an individual security held in the Fund’s portfolio, the Fund forgoes, during the option’s life, the opportunity to profit from increases in the market value of the security covering the call option above the sum of the premium and the strike price of the call but has retained the risk of loss (net of premiums received) should the price of the underlying security decline.
 
The value of options written by the Fund, which will be priced daily, will be affected by, among other factors, changes in the value of underlying securities (including those comprising an index), changes in the dividend rates of underlying securities, changes in interest rates, changes in the actual or perceived volatility of the stock market and underlying securities and the remaining time to an option’s expiration. The value of an option also may be adversely affected if the market for the option is reduced or becomes less liquid.
 
There are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. A decision as to whether, when and how to use options involves the exercise of skill and judgment, and even a well conceived transaction may be unsuccessful to some degree because of market behavior or unexpected events. In the case of index options, GPIM will attempt to maintain for the Fund written call options positions on equity indexes whose price movements, taken in the aggregate, are closely correlated with the price movements of common stocks and other securities held in the Fund’s equity portfolio. However, this strategy involves significant risk that the changes in value of the indexes underlying the Fund’s written call options positions will not correlate closely with changes in the market value of securities held by the Fund. To the extent that there is a lack of correlation, movements in the indexes underlying the options positions may result in losses to the Fund, which may more than offset any gains received by the Fund from options premiums. In these and other circumstances, the Fund may be required to sell portfolio securities to satisfy its obligations as the writer of an index call option, when it would not otherwise choose to do so, or may choose to sell portfolio securities to realize gains to supplement Fund distributions. Such sales would involve transaction costs borne by the Fund and may also result in realization of taxable capital gains, including short-term capital gains taxed at ordinary income tax rates, and may adversely impact the Fund’s after-tax returns.
 
There can be no assurance that a liquid market will exist when the Fund seeks to close out an option position. Reasons for the absence of a liquid secondary market on an exchange include the following: (i) there may be insufficient trading interest in certain options; (ii) restrictions may be imposed by an exchange on opening transactions or closing transactions or both; (iii) trading halts, suspensions or other restrictions may be imposed with respect to particular classes or series of options; (iv) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (v) the facilities of an exchange or The Options Clearing Corporation (the “OCC”) may not at all times be adequate to handle current trading volume; or (vi) one or more exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or a particular class or series of options). If trading were discontinued, the secondary market on that exchange (or in that class or series of options) would cease to exist. However, outstanding options on that exchange that had been issued by the OCC as a result of trades on that exchange would continue to be exercisable in accordance with their terms. In the event that the Fund were unable to close out a call option that it had written on a portfolio security, it would not be able to sell the underlying security unless the option expired without exercise. To the extent that the Fund owns unlisted (or “over-the-counter”) options, the Fund’s ability to terminate these options may be more limited than with exchange-traded options and may involve enhanced risk that counterparties participating in such transactions will not fulfill their obligations.
 
The hours of trading for options may not conform to the hours during which the securities held by the Fund are traded. To the extent that the options markets close before the markets for the underlying securities, significant price and rate movements can take place in the underlying markets that cannot be reflected in the options markets. Additionally, the exercise price of an option may be adjusted downward before the option’s expiration as a result of the occurrence of certain corporate events affecting underlying securities, such as extraordinary dividends, stock splits, mergers or other extraordinary distributions or events. A reduction in the exercise price of an option might reduce the Fund’s capital appreciation potential on underlying securities held by the Fund.
 
The Fund’s use of purchased put options on equity indexes as a hedging strategy would involve certain risks similar to those of written call options, including that the strategy may not work as intended due to a lack of correlation between changes in value of the index underlying the put option and changes in the market value of the Fund’s portfolio securities. Further, a put option acquired by the Fund and not sold prior to expiration will expire worthless if the cash value of the index or market value of the underlying security at expiration exceeds the exercise price of the option, thereby causing the Fund to lose its entire investment in the option.
 
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QUESTIONS & ANSWERS continued
December 31, 2012
 
The Fund’s options transactions will be subject to limitations established by each of the exchanges, boards of trade or other trading facilities on which the options are traded. These limitations govern the maximum number of options in each class which may be written or purchased by a single investor or group of investors acting in concert, regardless of whether the options are written or purchased on the same or different exchanges, boards of trade or other trading facilities or are held or written in one or more accounts or through one or more brokers. Thus, the number of options which the Fund may write or purchase may be affected by options written or purchased by other investment advisory clients of GPIM. An exchange, board of trade or other trading facility may order the liquidation of positions found to be in excess of these limits, and it may impose other sanctions.
 
Other Derivatives Risk. Derivatives are subject to a number of risks such as liquidity risk, equity securities risk, issuer risk, interest rate risk, credit risk, leveraging risk, counterparty risk, management risk and, if applicable, medium and smaller company risk. They also involve the risk of mispricing or improper valuation, the risk of ambiguous documentation and the risk that changes in the value of a derivative may not correlate perfectly with an underlying asset, interest rate or index. Suitable derivative transactions may not be available in all circumstances and there can be no assurance that the Fund will engage in these transactions to reduce exposure to other risks when that would be beneficial. The use of derivatives transactions may result in losses greater than if they had not been used, may require the Fund to sell or purchase portfolio securities at inopportune times or for prices other than current market values, may limit the amount of appreciation the Fund can realize on an investment or may cause the Fund to hold a security that it might otherwise sell. Additionally, amounts paid by the Fund as premiums and cash or other assets held in margin accounts with respect to derivatives transactions are not otherwise available to the Fund for investment purposes.
 
Proposed legislation regarding regulation of the financial sector could change the way in which derivative instruments are regulated and/or traded. Among the legislative proposals are requirements that derivative instruments be traded on regulated exchanges and cleared through central clearinghouses, limitations on derivative trading by certain financial institutions, reporting of derivatives transactions, regulation of derivatives dealers and imposition of additional collateral requirements. There can be no assurance such regulation, if enacted, may impact the availability, liquidity and cost of derivative instruments. There can be no assurance that such legislation or regulation will not have a material adverse effect on the Fund or will not impair the ability of the Fund to achieve its investment objective.
 
The Fund may enter into derivatives transactions that may in certain circumstances produce effects similar to leverage and expose the Fund to related risks. See “Financial Leverage Risk” below.
 
Counterparty Risk. The Fund will be subject to risk with respect to the counterparties to the derivative contracts purchased or sold by the Fund. If a counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract due to financial difficulties, the Fund may experience significant delays in obtaining any recovery under the derivative contract in a bankruptcy or other reorganization proceeding. The Fund may obtain only a limited recovery or may obtain no recovery in these circumstances.
 
Financial Leverage Risk. 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 is a speculative technique that exposes the Fund to greater risk and increased costs than if it were not implemented. Increases and decreases in the value of the Fund’s portfolio will be magnified when the Fund uses financial leverage. As a result, financial leverage may cause greater changes in the Fund’s net asset value and returns than if financial leverage had not been used. The Fund will also have to pay interest on its indebtedness, if any, which may reduce the Fund’s return. This interest expense may be greater than the Fund’s return on the underlying investment, which would negatively affect the performance of the Fund.
 
During the time in which the Fund is utilizing financial leverage, the amount of the fees paid to the Adviser and the Sub-Adviser for investment advisory services will be higher than if the Fund did not utilize financial leverage because the fees paid will be calculated based on the Fund’s Managed Assets, including proceeds of financial leverage. This may create a conflict of interest between the Adviser and the Sub-Adviser and common shareholders. Common shareholders bear the portion of the investment advisory fee attributable to the assets purchased with the proceeds of financial leverage, which means that common shareholders effectively bear the entire advisory fee. In order to manage this conflict of interest, any use of financial leverage must be approved by the Board of Trustees and the Board of Trustees will receive regular reports from the Adviser and the Sub-Adviser regarding the Fund’s use of financial leverage and the effect of financial leverage on the management of the Fund’s portfolio and the performance of the Fund.
 
Reverse repurchase agreements involve the risks that the interest income earned on the investment of the proceeds will be less than the interest expense and Fund expenses, that the market value of the securities sold by the Fund may decline below the price at which the Fund is obligated to repurchase such securities and that the securities may not be returned to the Fund.
 
Recent Market Developments Risk. Global and domestic financial markets have experienced periods of unprecedented turmoil. Recently, markets have witnessed more stabilized economic activity as expectations for an economic recovery increased. However, risks to a robust resumption of growth persist. Continuing uncertainty as to the status of the euro and the European Monetary Union has created significant volatility in currency and financial markets generally. A return to unfavorable economic conditions or sustained economic slowdown could adversely impact the Fund’s portfolio. Financial market conditions, as well as various social and political tensions in the United States and around the world, have contributed to increased market volatility and may have long-term effects on the United States and worldwide financial markets and cause further economic uncertainties or deterioration in the United States and worldwide. The Adviser and Sub-Adviser do not know how long the financial markets will continue to be affected by these events and cannot predict the effects of these or similar events in the future on the United States and global economies and securities markets.
 
The Fund is subject to additional risks, including management risk, medium and smaller company risk, foreign investment risk, inflation/deflation, portfolio turnover, as well as risks from market developments, market disruption, legislation and geopolitical risk. Please see www.guggenheiminvestments.com/gpm for a more detailed discussion about Fund risks and considerations.
 
GPM | GUGGENHEIM ENHANCED EQUITY INCOME FUND ANNUAL REPORT | 9
 
 
 

 
 
FUND SUMMARY (Unaudited)
December 31, 2012

Fund Statistics
     
Share Price
 
$
8.20
Common Share Net Asset Value
 
$
8.93
Premium/(Discount) to NAV
   
-8.17%
Net Assets ($000)
 
$
170,253

Total Returns(1)
         
(Inception 8/25/05)
   
Market
 
NAV
One Year
    11.52 %   6.60 %
Three Year - average annual
    9.96 %   9.05 %
Five Year - average annual
    -0.37 %   -2.71 %
Since Inception - average annual
    -1.11 %   -0.24 %
 
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. For the most recent month-end performance figures, please visit www.guggenheiminvestments.com/gpm. 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.
 
Long-Term Holdings
   
% of Long-Term
Investments
SPDR S&P 500 ETF Trust
   
42.4
%
SPDR Dow Jones Industrial Average ETF Trust
   
28.6
%
iShares Russell 2000 Index
   
12.0
%
SPDR S&P MidCap 400 ETF Trust
   
4.8
%
Industrial Select Sector SPDR
   
4.8
%
PowerShares QQQ Trust, Series 1
   
4.5
%
SPDR S&P Retail ETF
   
2.4
%
Health Care Select Sector SPDR
   
0.5
%
 
Portfolio composition and holdings are subject to change daily. For more information, please visit www.guggenheiminvestments.com/gpm. The above summaries are provided for informational purposes only and should not be viewed as recommendations. Past performance does not guarantee future results.
 
(1) Performance prior to June 22, 2010, under the name Old Mutual/Claymore Long-Short Fund was achieved through an investment strategy of a long-short strategy and an opportunistic covered call writing strategy by the previous investment sub-adviser, Analytic Investors, LLC, and factors in the Fund’s fees and expenses.
 
 
Fund Breakdown
   
% of Net
Assets
Long-Term Investments
   
137.3
%
Short-Term Investment
   
0.4
%
Total Investments
   
137.7
%
Total Value of Options Written
   
-1.2
%
Liabilities in excess of Other Assets
   
-0.1
%
Borrowings
   
-36.4
%
Total Net Assets
   
100.0
%
 
10 | GPM | GUGGENHEIM ENHANCED EQUITY INCOME FUND ANNUAL REPORT
 
 
 

 
 
PORTFOLIO OF INVESTMENTS
December 31, 2012

Number
of Shares
 
Description
   
Value
 
             
   
Long-Term Investments – 137.3%
       
   
Exchange Traded Funds (a) – 137.3%
       
27,800
 
Health Care Select Sector SPDR(b)
 
$
1,110,610
 
294,900
 
Industrial Select Sector SPDR(b)
   
11,176,710
 
332,900
 
iShares Russell 2000 Index
   
28,060,141
 
162,000
 
PowerShares QQQ Trust, Series 1(b)
   
10,547,820
 
510,700
 
SPDR Dow Jones Industrial Average ETF Trust(b)
   
66,850,630
 
696,200
 
SPDR S&P 500 ETF Trust(b)
   
99,222,424
 
60,200
 
SPDR S&P MidCap 400 ETF Trust(b)
   
11,179,742
 
89,100
 
SPDR S&P Retail ETF
   
5,560,731
 
   
(Cost $233,709,978)
   
233,708,808
 
             
   
Short-Term Investment – 0.4%
       
   
Money Market Fund – 0.4%
       
796,565
 
Dreyfus Treasury Prime Cash Management Institutional Shares
   
796,565
 
   
(Cost $796,565)
       
             
   
Total Investments – 137.7%
       
   
(Cost $234,506,543)
   
234,505,373
 
   
Liabilities in excess of Other Assets – (0.1%)
   
(167,818
)
   
Total Value of Options Written – (1.2%)
       
   
(Premiums received $2,788,818)
   
(2,084,449
)
   
Borrowings – (36.4% of Net Assets or 26.4% of Total Investments)
   
(62,000,000
)
   
Net Assets – 100.0%
 
$
170,253,106
 

Contracts
(100 shares
per contract)
 
Options Written
 
Expiration
Month
   
Exercise
Price
   
Value
 
   
Call Options Written (c) – (1.2%)
                 
278
 
Health Care Select Sector SPDR
 
January 2013
 
$
41.00
 
$
(3,336
)
2,949
 
Industrial Select Sector SPDR
 
January 2013
   
39.00
   
(53,082
)
3,329
 
iShares Russell 2000 Index
 
January 2013
   
84.00
   
(584,239
)
1,620
 
PowerShares QQQ Trust, Series 1
 
January 2013
   
66.00
   
(119,880
)
5,107
 
SPDR Dow Jones Industrial Average ETF Trust
 
January 2013
   
133.00
   
(416,221
)
6,962
 
SPDR S&P 500 ETF Trust
 
January 2013
   
145.00
   
(675,314
)
602
 
SPDR S&P MidCap 400 ETF Trust
 
January 2013
   
188.00
   
(109,865
)
891
 
SPDR S&P Retail ETF
 
January 2013
   
62.00
   
(122,512
)
                       
   
Total Value of Options Written – (1.2%)
                 
   
(Premiums received $2,788,818)
           
$
(2,084,449
)
 
S&P – Standard & Poor’s

(a)
Securities represent cover for outstanding options written.
   
(b)
These securities have been physically segregated as collateral for borrowings outstanding.
   
(c)
Non-income producing security.
 
See notes to financial statements.
GPM | GUGGENHEIM ENHANCED EQUITY INCOME FUND ANNUAL REPORT | 11
 
 
 

 
 
STATEMENT OF ASSETS AND LIABILITIES
December 31, 2012

Assets
       
Investments, at value (cost $234,506,543)
 
$
234,505,373
 
Dividends receivable
   
141,666
 
Other assets
   
31,566
 
Total assets
   
234,678,605
 
Liabilities
       
Borrowings
   
62,000,000
 
Options written, at value (premiums received of $2,788,818)
   
2,084,449
 
Advisory fee payable
   
161,409
 
Interest due on borrowings
   
58,965
 
Administration fee payable
   
5,306
 
Accrued expenses
   
115,370
 
Total liabilities
   
64,425,499
 
Net Assets
 
$
170,253,106
 
Composition of Net Assets
       
Common stock, $.01 par value per share; unlimited number of shares authorized, 19,054,684 shares issued and outstanding
 
$
190,547
 
Additional paid-in capital
   
241,111,219
 
Net unrealized appreciation on investments and options
   
703,199
 
Accumulated net realized loss on investments and options
   
(71,751,859
)
Net Assets
 
$
170,253,106
 
Net Asset Value (based on 19,054,684 common shares outstanding)
 
$
8.93
 
 
See notes to financial statements.
12 | GPM | GUGGENHEIM ENHANCED EQUITY INCOME FUND ANNUAL REPORT
 
 
 

 
 
STATEMENT OF OPERATIONS For the year ended December 31, 2012
December 31, 2012

Investment Income
             
Dividends
 
$
1,087,057
       
Total income
   
 
 
$
1,087,057
 
               
Expenses
             
Advisory fee
   
2,179,916
       
Interest expense
   
628,387
       
Professional fees
   
167,764
       
Trustees’ fees and expenses
   
75,711
       
Fund accounting
   
66,407
       
Administration fee
   
63,443
       
Printing expense
   
50,864
       
Custodian fee
   
47,848
       
Insurance
   
25,264
       
NYSE listing fee
   
21,409
       
Transfer agent fee
   
18,204
       
Miscellaneous
   
8,420
       
Total expenses
   
 
   
3,353,637
 
Advisory fees waived
   
 
   
(242,213
)
Net expenses
   
 
   
3,111,424
 
Net investment loss
   
 
   
(2,024,367
)
Realized and Unrealized Gain (Loss) on Investments and Options:
   
 
       
Net realized gain (loss) on:
   
 
       
Investments
   
 
 
$
21,934,927
 
Options
   
 
   
(6,403,948
)
Net change in unrealized appreciation (depreciation) on:
   
 
       
Investments
   
 
   
(4,456,356
)
Options
   
 
   
2,759,989
 
Net realized and unrealized gain on investments and options
   
 
   
13,834,612
 
Net Increase in Net Assets Resulting from Operations
   
 
 
$
11,810,245
 
 
See notes to financial statements.
GPM | GUGGENHEIM ENHANCED EQUITY INCOME FUND ANNUAL REPORT | 13
 
 
 

 
 
STATEMENT OF CHANGES IN NET ASSETS
December 31, 2012

     
For the
Year Ended
December 31, 2012
   
For the
Year Ended
December 31, 2011
 
Increase (Decrease) in Net Assets from Operations
             
Net investment income (loss)
 
$
(2,024,367
)
$
219,222
 
Net realized gain (loss) on investments and options
   
15,530,979
   
13,818,723
 
Net change in unrealized appreciation (depreciation) on investments and options
   
(1,696,367
)
 
(2,767,879
)
Net increase (decrease) in net assets resulting from operations
   
11,810,245
   
11,270,066
 
               
Distributions to Shareholders
             
From and in excess of net investment income
   
(18,289,205
)
 
(18,265,472
)
               
Capital Share Transactions
             
Net proceeds from common shares issued through dividend reinvestment
   
64,197
   
405,853
 
Net increase from capital share transactions
   
64,197
   
405,853
 
Total decrease in net assets
   
(6,414,763
)
 
(6,589,553
)
               
Net Assets
             
Beginning of period
   
176,667,869
   
183,257,422
 
End of period (including accumulated net investment
             
income of $0 and $0, respectively)
 
$
170,253,106
 
$
176,667,869
 
 
See notes to financial statements.
14 | GPM | GUGGENHEIM ENHANCED EQUITY INCOME FUND ANNUAL REPORT
 
 
 

 
 
STATEMENT OF CASH FLOWS For the year ended December 31, 2012
December 31, 2012

Cash Flows from Operating Activities:
       
Net increase in net assets resulting from operations
 
$
11,810,245
 
         
Adjustments to Reconcile Net Increase in Net Assets Resulting from Operations to Net Cash Used
       
by Operating and Investing Activities:
       
Net change in unrealized depreciation on investments
   
4,456,356
 
Net change in unrealized appreciation on options
   
(2,759,989
)
Net realized gain on investments
   
(21,934,927
)
Net realized loss on options
   
6,403,948
 
Purchase of long-term investments
   
(1,725,280,624
)
Proceeds from sale of long-term investments
   
1,720,941,422
 
Net purchase of short-term investments
   
(673,798
)
Cost of written options closed
   
(36,996,075
)
Premiums received on options written
   
41,597,559
 
Decrease in dividends receivable
   
474,977
 
Decrease in other assets
   
5,328
 
Increase in interest due on borrowings
   
55,321
 
Increase in advisory fee payable
   
14,431
 
Increase in administration fee payable
   
358
 
Decrease in accrued expenses
   
(20,878
)
Net Cash Used by Operating and Investing Activities
 
$
(1,906,346
)
         
Cash Flows From Financing Activities:
       
Proceeds from borrowings
   
69,500,000
 
Payments on borrowings
   
(49,500,000
)
Distributions to common shareholders
   
(18,225,008
)
Net Cash Provided by Financing Activities
   
1,774,992
 
Net decrease in cash
   
(131,354
)
Cash at Beginning of Period
   
131,354
 
Cash at End of Period
 
$
 
Supplemental Disclosure of Cash Flow Information: Cash paid during the year for interest
 
$
573,066
 
Supplemental Disclosure of Non Cash Operating Activity: Options exercised during the year
 
$
13,787,056
 
Supplemental Disclosure of Non Cash Financing Activity: Dividend reinvestment
 
$
64,197
 
 
See notes to financial statements.
GPM | GUGGENHEIM ENHANCED EQUITY INCOME FUND ANNUAL REPORT | 15
 
 
 

 
 
FINANCIAL HIGHLIGHTS
December 31, 2012

Per share operating performance for a common share outstanding throughout the period
   
For the
Year Ended
December 30,
 2012
   
For the
Year Ended
December 31,
 2011
   
For the
Year Ended
December 31,
 2010
   
For the
Year Ended
December 31,
 2009
   
For the
Year Ended
December 31,
 2008
 
Net asset value, beginning of period
 
$
9.27
 
$
9.64
 
$
9.40
 
$
10.24
 
$
17.79
 
Income from investment operations
                               
Net investment income (loss) (a)
   
(0.11
)
 
0.01
   
(0.01
)
 
0.04
   
0.05
 
Net realized and unrealized gain (loss) on investments, futures, options, securities sold short, forwards and foreign currency
   
0.73
   
0.58
   
1.21
   
0.24
   
(6.00
)
Total from investment operations
   
0.62
   
0.59
   
1.20
   
0.28
   
(5.95
)
Distributions to Common Shareholders
                               
From and in excess of net investment income
   
(0.96
)
 
(0.96
)
 
(0.50
)
 
   
(0.14
)
Return of capital
   
   
   
(0.46
)
 
(1.12
)
 
(1.46
)
Total distributions to common shareholders
   
(0.96
)
 
(0.96
)
 
(0.96
)
 
(1.12
)
 
(1.60
)
Net asset value, end of period
 
$
8.93
 
$
9.27
 
$
9.64
 
$
9.40
 
$
10.24
 
Market value, end of period
 
$
8.20
 
$
8.16
 
$
9.33
 
$
8.52
 
$
7.98
 
Total investment return (b)
                               
Net asset value
   
6.60
%
 
6.78
%
 
13.95
%
 
3.51
%
 
-35.09
%
Market value
   
11.52
%
 
-2.42
%
 
22.18
%
 
22.85
%
 
-39.88
%
Ratios and supplemental data
                               
Net assets, end of period (thousands)
 
$
170,253
 
$
176,668
 
$
183,257
 
$
178,680
 
$
194,666
 
Ratios to average net assets:
                               
Net operating expense ratio, including fee waivers
   
1.38
%
 
1.38
%
 
1.57
%
 
1.77
%
 
1.41
%
Interest expense
   
0.35
%
 
0.28
%
 
0.16
%
 
N/A
   
N/A
 
Dividends paid on securities sold short
   
N/A
   
N/A
   
0.07
%
 
0.65
%
 
0.85
%
Total net expense ratio
   
1.73
%(c)
 
1.66
%(c)
 
1.80
%(c)
 
2.42
%
 
2.26
%
Gross operating expense ratio, excluding fee waivers
   
1.52
%
 
1.51
%
 
1.64
%
 
1.77
%
 
1.41
%
Interest expense
   
0.35
%
 
0.28
%
 
0.16
%
 
N/A
   
N/A
 
Dividends paid on securities sold short
   
N/A
   
N/A
   
0.07
%
 
0.65
%
 
0.85
%
Total gross expense ratio
   
1.87
% (c)
 
1.79
%(c)
 
1.87
%(c)
 
2.42
%
 
2.26
%
Net investment income (loss) ratio
   
(1.13
) %
 
0.12
%
 
(0.15
) %
 
0.38
%
 
0.36
%
Net investment income (loss) ratio, excluding fee waivers
   
(1.27
) %
 
(0.01
)%
 
(0.22
) %
 
0.38
%
 
0.36
%
Portfolio turnover(d)
   
705
%
 
405
%
 
497
%(e)
 
256
%
 
223
%
Senior Indebtedness
                               
Total borrowings outstanding (in thousands)
 
$
62,000
 
$
42,000
 
$
50,500
   
N/A
   
N/A
 
Asset Coverage per $1,000 of indebtedness(f)
 
$
3,746
 
$
5,206
 
$
4,629
   
N/A
   
N/A
 
 
N/A
Not applicable
   
(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 NAV returns or the prices obtained under the Fund’s Dividend Reinvestment Plan for market value returns. Total investment return does not reflect brokerage commissions. A return calculated for a period of less than one year is not annualized.
   
(c)
The ratios of total expenses to average net assets do not reflect fees and expenses incurred indirectly by the Fund as a result of its investment in shares of other investment companies. If these fees were included in the expense ratios, the expense ratios would increase by 0.25%, 0.21%, and 0.28% for the years ended December 31, 2012, 2011 and 2010, respectively.
   
(d)
Portfolio turnover is not annualized for periods of less than one year.
   
(e)
The increase in the portfolio turnover compared to prior years is the result of the change in the Fund’s Sub-Adviser and the resulting reallocation of the portfolio holdings.
   
(f)
Calculated by subtracting the Fund’s total liabilities (not including the borrowings) from the Fund’s total assets and dividing by the total borrowings.
 
See notes to financial statements.
16 | GPM | GUGGENHEIM ENHANCED EQUITY INCOME FUND ANNUAL REPORT
 
 
 

 
 
NOTES TO FINANCIAL STATEMENTS
December 31, 2012
 
Note 1 – Organization:
Guggenheim Enhanced Equity Income Fund (the “Fund”) was organized as a Massachusetts business trust on December 3, 2004. The Fund is registered as a diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).
 
The Fund’s primary investment objective is to seek to provide a high level of current income and current gains, with a secondary objective of long-term capital appreciation. The Fund seeks to achieve its investment objective by obtaining broadly diversified exposure to the equity markets and utilizing a covered call strategy which will follow a proprietary dynamic rules-based methodology. The Fund seeks to earn income and gains both from dividends paid by the securities owned by the Fund and cash premiums received from selling options.
 
Note 2 – Accounting Policies:
The preparation of the financial statements in accordance with U.S. 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 these estimates.
 
The following is a summary of significant accounting policies followed by the Fund.
 
(a) Valuation of Investments and Derivatives
The Fund values equity securities at the last reported sale price on the principal exchange or in the principal over-the-counter (“OTC”) market in which such securities are traded, as of the close of regular trading on the New York Stock Exchange (“NYSE”) on the day the securities are being valued, or if there are no sales, at the mean between the last available bid and ask prices on that day. Securities traded on NASDAQ are valued at the NASDAQ Official Closing Price. Debt securities are valued by independent pricing services or dealers using the bid price for such securities or, if such prices are not available, at prices for securities of comparable maturity, quality and type. Exchange traded options are valued at the mean between the last available bid and asked prices on the principal exchange on which they are traded. The Fund values money market funds at net asset value. Short-term securities with maturities of 60 days or less at time of purchase are valued at amortized cost, which approximates market value.
 
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 the amount that the Fund might reasonably expect to receive for the security (or asset) upon its current sale. 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 independent pricing providers who employ various observable market inputs. The Fund did not have any Level 2 or Level 3 securities during the year ended December 31, 2012.
 
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 December 31, 2012:
 
Description
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Valuations (in $000s)
                         
Assets:
                         
Exchange-Traded Funds
 
$
233,709
 
$
 
$
 
$
233,709
 
Money Market Fund
   
796
   
   
   
796
 
Total
 
$
234,505
 
$
 
$
 
$
234,505
 
Liabilities:
                         
Call Options Written
 
$
2,084
 
$
 
$
 
$
2,084
 
Total
 
$
2,084
 
$
 
$
 
$
2,084
 
 
There were no transfers between levels during the year ended December 31, 2012.
 
(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. Dividend income is recorded net of applicable withholding taxes on the ex-dividend date and interest income is recorded on an accrual basis. Discounts or premiums on debt securities purchased are accreted or amortized to interest income over the lives of the respective securities using the effective interest method.
 
GPM | GUGGENHEIM ENHANCED EQUITY INCOME FUND ANNUAL REPORT | 17
 
 
 

 
 
NOTES TO FINANCIAL STATEMENTS continued
December 31, 2012
 
(c) Options
The Fund may purchase or sell (write) options on securities and securities indices which are listed on a national securities exchange or in the OTC market as a means of achieving additional return or of hedging the value of the Fund’s portfolio. An option on a security is a contract that gives the holder of the option, in return for a premium, the right to buy from (in the case of a call) or sell to (in the case of a put) the writer of the option the security underlying the option at a specified exercise or “strike” price. The writer of an option on a security has an obligation upon exercise of the option to deliver the underlying security upon payment of the exercise price (in the case of a call) or to pay the exercise price upon delivery of the underlying security (in the case of a put). When an option is written, the premium received is recorded as an asset with an equal liability and is subsequently marked to market to reflect the current market value of the option written. These liabilities are reflected as options written in the Statement of Assets and Liabilities. Premiums received from writing options which expire unexercised are recorded on the expiration date as a realized gain. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium is less than the amount paid for the closing purchase transactions, as a realized loss. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security in determining whether there has been a realized gain or loss.
 
(d) Distributions
The Fund declares and pays quarterly distributions to shareholders. Any net realized long-term gains are distributed annually. Distributions to shareholders are recorded on the ex-dividend date. The amount and timing of distributions are determined in accordance with federal income tax regulations, which may differ from GAAP.
 
Note 3 – Investment Advisory Agreement, Sub-Advisory Agreement and Other Agreements:
Pursuant to an Investment Advisory Agreement (the “Advisory Agreement”) between the Fund and Guggenheim Funds Investment Advisors, LLC (“GFIA” or the “Adviser”), the Adviser furnishes offices, necessary facilities and equipment, oversees the activities of Guggenheim Partners Investment Management, LLC (“GPIM” or the “Sub-Adviser”), provides personnel including certain officers required for its administrative management and compensates the officers and trustees, if any, of the Fund who are its affiliates. Both GFIA and GPIM are indirect subsidiaries of Guggenheim Partners, LLC (“Guggenheim”), a diversified financial services firm.
 
Pursuant to a Sub-Advisory Agreement (the “Sub-Advisory Agreement”) among the Fund, the Adviser and the Sub-Adviser, the Sub-Adviser under supervision of the Fund’s Board of Trustees and the Adviser, provides a continuous investment program for the Fund’s portfolio; provides investment research, makes and executes recommendations for the purchase and sale of securities; and provides certain facilities and personnel.
 
Under the Advisory Agreement, GFIA is entitled to receive an investment advisory fee at an annual rate equal to 1.00% of the average daily value of the Fund’s total managed assets. Under the terms of a fee waiver agreement, GFIA and the Fund have contractually agreed to a permanent ten (10) basis point reduction in the advisory fee, such that the Fund pays to the Adviser an investment advisory fee at an annual rate equal to 0.90% of the average daily value of the Fund’s total managed assets. Also under the terms of a fee waiver agreement, and for so long as the investment sub-adviser of the Fund is an affiliate of GFIA, GFIA has agreed to waive an additional ten (10) basis points of its advisory fee such that the Fund pays to GFIA an investment advisory fee at an annual rate equal to 0.80% of the average daily value of the Fund’s total managed assets. Pursuant to the Sub-Advisory Agreement, the Adviser pays to GPIM a sub-advisory fee equal to 0.40% of the average daily value of the Fund’s total managed assets.
 
As compensation for services under the Sub-Advisory Agreement, the Adviser pays the Sub-Adviser a fee, payable monthly, in an amount equal to 0.40% of the average daily value of the Fund’s total managed assets.
 
The Adviser receives a fund administration fee payable monthly at the annual rate set forth below as a percentage of the average daily managed assets of the Fund:
 
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%
 
For purposes of calculating the fees payable under the foregoing agreements, “average daily managed assets” means the average daily value of the Fund’s total assets minus the sum of its accrued liabilities. “Total assets” means all of the Fund’s assets and is not limited to its investment securities. “Accrued liabilities” means all of the Fund’s liabilities other than borrowings for investment purposes.
 
The Bank of New York Mellon (“BNY”) acts as the Fund’s custodian and accounting 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’s securities and cash.
 
Certain officers of the Fund are also officers, directors and/or employees of the Adviser. The Fund does not compensate its officers, trustees and/or employees who are officers of the Adviser.
 
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 U.S. 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 U.S. federal excise tax.
 
18 | GPM | GUGGENHEIM ENHANCED EQUITY INCOME FUND ANNUAL REPORT
 
 
 

 
 
NOTES TO FINANCIAL STATEMENTS continued
December 31, 2012
 
At December 31, 2012, the following reclassifications were made to the capital accounts of the Fund to reflect permanent book/tax differences, which are primarily due to the differences between book and tax treatment of distributions to shareholders. Net assets were not affected by these changes.
 
Additional paid-in-capital
Accumulated
Undistributed Net
Investment Income
$(20,313,572)
$20,313,572
 
Information on the tax components of investments as of December 31, 2012 is as follows:

Cost of
Investments
for Tax
Purposes
   
Gross Tax
Unrealized
Appreciation
   
Gross Tax
Unrealized
Depreciation
   
Net Tax
Unrealized
Depreciation on
Investments
   
Net Tax
Unrealized
Depreciation on
Derivatives
  $ 242,410,433       $ 87,931       $ (7,992,991 )     $ (7,905,060 )     $ 704,369
 
The differences between book and tax basis unrealized appreciation (depreciation) is attributable to the tax deferral of losses on wash sales.
 
Tax components of the following balances as of December 31, 2012, are as follows:
 
   
December 31, 2012
Accumulated Capital and Other Losses
  $ (63,847,969)

For the year ended December 31, 2012, the tax character of distributions paid to shareholders as reflected in the Statement of Changes in Net Assets, was as follows:

Distributions paid from:
 
2012
   
2011
Ordinary Income*
  $ 18,289,205     $ 18,265,472
 
*Ordinary income distributions for federal income tax purposes includes distributions from realized gains.
 
As of December 31, 2012, for federal income tax purposes, the Fund had a capital loss carryforward (“CLCF”) of $60,614,489 available to offset possible future capital gains.
 
Capital losses incurred after October 31 (“post-October” losses) within the taxable year are deemed to arise on the first business day of the Fund’s net taxable year. The Fund incurred $3,233,480 of capital losses and will elect to defer them.
 
As of December 31, 2012, for federal income tax purposes, the Fund utilized $19,900,423 of CLCF. Of the CLCF, $60,614,489 is set to expire on December 31, 2017. In order for the Fund’s CLCF to be beneficially utilized in a given tax year, the Fund’s net investment income plus net realized capital gains must exceed the total Fund distributions for that year. Given the current size of the Fund, it is highly unlikely that the Fund will be able to fully utilize the CLCF prior to its expiration. Such CLCF cannot be utilized prior to the utilization of new capital loss carryovers, if any, created after December 31, 2010. When the Fund utilizes CLCFs to offset its realized gains, distributions to shareholders derived from those realized gains are treated as ordinary income for tax purposes under the Internal Revenue Code and are shown as such on IRS Form 1099 DIV.
 
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 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:
For the year ended December 31, 2012, purchases and sales of investments, excluding written options and short-term securities, were $1,725,280,624 and $1,720,941,422, respectively.
 
Note 6 – Derivatives:
The Fund opportunistically employs an option strategy in an attempt to generate income and gains from option premiums received from selling options. The Fund intends to pursue its options strategy which will follow a proprietary dynamic rules-based methodology.
 
There are several risks associated with transactions in options on securities. As the writer of a covered call option, the Fund forgoes, during the option’s life, the opportunity to profit from increases in the market value of the security covering the call option above the sum of the premium and the strike price of the call but has retained the risk of loss should the price of the underlying security decline. A writer of a put option is exposed to the risk of loss if fair value of the underlying securities declines, but profits only to the extent of the premium received if the underlying security increases in value. The writer of an option has no control over the time when it may be required to fill its obligation as writer of the option. Once an option writer has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver the underlying security at the exercise price.
 
Transactions in written call option contracts for the year ended December 31, 2012, were as follows:
 
     
Number of Contracts
   
Premiums Received
 
Options outstanding, beginning of year
   
28,741
 
$
5,570,442
 
Options written, during the year
   
363,932
   
41,597,558
 
Options expired, during the year
   
(97,441
)
 
(7,291,443
)
Options closed, during the year
   
(158,915
)
 
(23,300,683
)
Options exercised, during the year
   
(114,579
)
 
(13,787,056
)
Options outstanding, end of year
   
21,738
 
$
2,788,818
 
 
GPM | GUGGENHEIM ENHANCED EQUITY INCOME FUND ANNUAL REPORT | 19
 
 
 

 
 
NOTES TO FINANCIAL STATEMENTS continued
December 31, 2012
 
Summary of Derivatives Information
The following table presents the types of derivatives in the Fund by location as presented on the Statement of Assets and Liabilities as of December 31, 2012.
 
   
Statement of Assets and Liabilities Presentation of Fair Values of Derivative Instruments ($000):
 
   
Asset Derivatives
 
Liability Derivatives
 
                     
   
Statement of Assets and Liabilities Location
   
Fair Value
 
Statement of Assets
and Liabilities Location
 
Fair Value
 
Equity risk
  N/A       $ –  
Options written, at value
    $ 2,084  
Total
          $ –         $ 2,084  
 
The following table presents the effect of derivatives on the Statement of Operations for the year ended December 31, 2012.

Effect of Derivative Instruments on the Statement of Operations:
($000s)
     
Amount of Net
Realized Gain
(Loss) on
Derivatives
   
Net Change in
Unrealized
Appreciation
(Depreciation)
on Derivatives
     
Options
   
Options
Equity risk
 
$
(6,404
)
$
2,760
Total
 
$
(6,404
)
$
2,760
 
Note 7 – Capital:
 
Common Shares
The Fund has an unlimited amount of common shares, $0.01 par value, authorized and 19,054,684 issued and outstanding.
 
Transactions in common shares were as follows:
 
   
Year Ended
 
Year Ended
   
December 31, 2012
 
December 31, 2011
Beginning shares
 
19,047,826
 
19,005,240
Shares issued through dividend reinvestment
 
6,858
 
42,586
Ending shares
 
19,054,684
 
19,047,826
 
Note 8 – Borrowings:
On June 22, 2010, the Fund entered into a committed credit facility agreement with an approved counterparty. The counterparty has agreed to provide secured financing to the Fund up to a maximum of $85,000,000 and the Fund will provide pledged collateral to the counterparty. Interest on the amount borrowed is based on the 1-month LIBOR plus 0.75%. As of December 31, 2012, there was $62,000,000 outstanding in connection with the Fund’s credit facility.
 
The average daily amount of the borrowings on the credit facility at December 31, 2012, was $62,770,492 with a related average interest rate of 0.99%. The maximum amount outstanding during the year was $74,000,000. As of December 31, 2012, the market value of the securities segregated as collateral is $200,087,936.
 
The credit facility agreement governing the loan facility includes usual and customary covenants. These covenants impose on the Fund asset coverage requirements, collateral requirements, investment strategy requirements, and certain financial obligations. These covenants place limits or restrictions on the Fund’s ability to (i) enter into additional indebtedness with a party other than the lender, (ii) change its fundamental investment policy, or (iii) pledge to any other party, other than to the lender, securities owned or held by the Fund over which BNY has a lien. In addition, the Fund is required to deliver financial information to the lender within established deadlines, maintain an asset coverage ratio (as defined in Section 18(g) of the 1940 Act) greater than 300%, comply with the rules of the stock exchange on which its share are listed, and maintain its classification as a “closed-end fund company” as defined in the 1940 Act.
 
Note 9 – 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 10 – 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.
 
20 | GPM | GUGGENHEIM ENHANCED EQUITY INCOME FUND ANNUAL REPORT
 
 
 

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
December 31, 2012
 
The Board of Trustees and Shareholders of
Guggenheim Enhanced Equity Income Fund
 
We have audited the accompanying statement of assets and liabilities of Guggenheim Enhanced Equity Income Fund (the Fund), including the portfolio of investments, as of December 31, 2012, and the related statements of operations and cash flows 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 December 31, 2012, by correspondence with the custodian and broker. 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 Guggenheim Enhanced Equity Income Fund as of December 31, 2012, the results of its operations and its cash flows for the year then ended, the changes in its 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
February 25, 2013
 
GPM | GUGGENHEIM ENHANCED EQUITY INCOME FUND ANNUAL REPORT | 21
 
 
 

 
 
SUPPLEMENTAL INFORMATION (Unaudited)
December 31, 2012
 
Federal Income Tax Information
In January 2013, you will be advised on IRS Form 1099 DIV or substitute 1099 DIV as to the federal tax status of the distributions received by you in the calendar year 2013.
 
Trustees
The Trustees of the Guggenheim Enhanced Equity Income Fund and their principal occupations during the past five years:
 
Name, Address*, Year
of Birth and
Position(s) Held
with Registrant
 
Term of Office**
and Length
 of Time Served
 
Principal Occupations during the Past Five Years and
Other Affiliations
 
Number of
Portfolios in the
Fund Complex***
Overseen by Trustee
 
Other Directorships
Held by Trustee
Independent Trustees:
               
Randall C. Barnes
Year of Birth: 1951
Trustee
 
Since 2005
 
Private Investor (2001-present). Formerly, Senior Vice President & Treasurer, PepsiCo., Inc. (1993-1997), President, Pizza Hut International (1991-1993) and Senior Vice President, Strategic Planning and New Business Development of PepsiCo., Inc. (1987-1990).
 
52
 
None
Roman Friedrich III
Year of Birth: 1946
Trustee
 
Since 2011
 
Founder and President of Roman Friedrich & Company, a US and Canadian-based business, which provides investment banking to the mining industry (1998-present). Formerly, Senior Managing Director of MLV & Co., LLC, an investment bank and institutional broker-dealer specializing in capital intensive industries such as energy, metals and mining (2010-2011).
 
48
 
Director of First Americas Gold Corp. (2012-present), Zincore Metals, Inc. (2009–present). Previously, Director of Blue Sky Uranium Corp. (formerly Windstorm Resources Inc.) (April 2011–July 2012); Director of Axiom Gold and Silver Corp. (2011-2012), Stratagold Corp.(2003-2009); Gateway Gold Corp. (2004-2008) and GFM Resources Ltd. (2005-2010).
Robert B. Karn III
Year of Birth: 1942
Trustee
 
Since 2011
 
Consultant (1998-present). Formerly, Managing Partner, Financial and Economic Consulting, St. Louis office of Arthur Andersen, LLP (1977-1997).
 
48
 
Director of Peabody Energy Company (2003-present), and GP Natural Resource Partners LLC (2002-present).
Ronald A. Nyberg
Year of Birth: 1953
Trustee
 
Since 2005
 
Partner of Nyberg & Cassioppi, LLC, a law firm specializing in corporate law, estate planning and business transactions (2000-present). Formerly, Executive Vice President, General Counsel and Corporate Secretary of Van Kampen Investments (1982-1999).
 
54
 
None
Ronald E. Toupin, Jr.
Year of Birth: 1958
Trustee, Chairman
 
Since 2005
 
Portfolio Consultant (2010-present). Formerly, Vice President, Manager and Portfolio Manager of Nuveen Asset Management (1998-1999), Vice President of Nuveen Investment Advisory Corp. (1992-1999), Vice President and Manager of Nuveen Unit Investment Trusts (1991-1999), and Assistant Vice President and Portfolio Manager of Nuveen Unit Investment Trusts (1988-1999), each of John Nuveen & Co., Inc. (1982-1999).
 
51
 
Trustee, Bennett Group of Funds (2011-present).
                 
Interested Trustee:
               
Donald C. Cacciapaglia†
Year of Birth: 1951
Trustee,
Chief Executive Officer
 
Since 2012
 
Senior Managing Director of Guggenheim Investments; Chief Executive Officer of Guggenheim Funds Services, LLC (2012-present); President (2010-present) and Chief Executive Officer (2012-present) of Guggenheim Funds Distributors, LLC and Guggenheim Funds Investment Advisors, LLC; Chief Executive Officer of funds in the Fund Complex and President and Chief Executive Officer of funds in the Rydex fund complex (2012 - present). Formerly, Chief Operating Officer of Guggenheim Partners Asset Management, LLC (2010 – 2011); Chairman and CEO of Channel Capital Group Inc. and Channel Capital Group LLC (2002-2010); Managing Director of PaineWebber (1996-2002).
 
231
 
Trustee, Rydex Dynamic Funds, Rydex ETF Trust, Rydex Series Funds and Rydex Variable Trust (2012-present); Independent Board Member, Equitrust Life Insurance Company, Guggenheim Life and Annuity Company, and Paragon Life Insurance Company of Indiana (2011-present).
 
*
Address for all Trustees: 2455 Corporate West Drive, Lisle, IL 60532
   
**
Each Trustee serves a three-year term concurrent with the class of Trustees for which he serves:
     
   
-Messrs. Karn and Toupin, as Class III Trustees, are expected to stand for re-election at the Fund’s 2013 annual meeting of shareholders.
     
   
-Messrs. Barnes and Cacciapaglia, as Class I Trustees, are expected to stand for re-election at the Fund’s 2014 annual meeting of shareholders.
     
   
-Messrs. Friedrich and Nyberg, as Class II Trustees, are expected to stand for re-election at the Fund’s 2015 annual meeting of shareholders.
   
***
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, Inc. and/or affiliates. 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 the President and CEO of the Adviser.
 
22 | GPM | GUGGENHEIM ENHANCED EQUITY INCOME FUND ANNUAL REPORT

 
 

 
 
SUPPLEMENTAL INFORMATION (Unaudited) continued
December 31, 2012
 
Executive Officers
The executive officers of the Guggenheim Enhanced Equity Income Fund who are not trustees and their principal occupations during the past five years:
 
Name, Address*, Year of Birth and
Position(s) Held with Registrant
 
Term of Office**
and Length of Time Served
 
Principal Occupations During the Past Five Years and
Other Affiliations
Officers:
       
Amy J. Lee
Year of Birth: 1961
Chief Legal Officer
 
Since 2012****
 
Senior Vice President & Secretary, Security Investors, LLC; Secretary & Chief Compliance Officer, Security Distributors, Inc.; Vice President, Associate General Counsel & Assistant Secretary, Security Benefit Life Insurance Company and Security Benefit Corporation; Associate General Counsel, First Security Benefit Life Insurance and Annuity of New York; Vice President & Assistant Secretary, Rydex Series Funds, Rydex ETF Trust, Rydex Dynamic Funds, and Rydex Variable Trust; Vice President & Secretary, Rydex Holdings, LLC; Secretary, Advisor Research Center, Inc., Rydex Specialized Products, LLC; Guggenheim Distributors, LLC and Rydex Fund Services, LLC; and Assistant Secretary, Security Benefit Clinic and Hospital; Senior Vice President & Secretary, Security Global Investors, LLC (2007-2011); Senior Vice President & Secretary, Rydex Advisors, LLC and Rydex Advisors II, LLC (2010); Vice President (2010) and Chief Legal Officer (2012) of certain funds in the Guggenheim Fund Complex; and Director, Brecek & Young Advisors, Inc. (2004-2008).
John Sullivan
Year of Birth: 1955
Chief Accounting
Officer, Chief Financial
Officer and Treasurer
 
Since 2011
 
Senior Managing Director of Guggenheim Funds Investment Advisors, LLC and Guggenheim Funds Distributors, Inc. (2010-present). Chief Accounting Officer, Chief Financial Officer and Treasurer of certain other funds in the Fund Complex. Formerly, Chief Compliance Officer, Van Kampen Funds (2004-2010).
Joanna M. Catalucci
Year of birth: 1966
Chief Compliance Officer
 
Since 2012***
 
Chief Compliance Officer of certain funds in the Fund Complex; and Managing Director of Compliance and Fund Board Relations, Guggenheim Investments (2012-present). Formerly, Chief Compliance Officer & Secretary, SBL Fund; Security Equity Fund; Security Income Fund; Security Large Cap 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).
Mark E. Mathiasen
Year of Birth: 1978
Secretary
 
Since 2009
 
Director; Associate General Counsel of Guggenheim Funds Services, LLC (2012-present). Formerly, Vice President; Assistant General Counsel of Guggenheim Funds Services Group, Inc. (2007-2012). Secretary of certain other funds in the Fund Complex.
 
*
Address for all Officers unless otherwise noted: 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 September 26, 2012.
   
****
Effective February 12, 2013.

GPM | GUGGENHEIM ENHANCED EQUITY INCOME FUND ANNUAL REPORT | 23
 
 
 

 
 
DIVIDEND REINVESTMENT PLAN (Unaudited)
December 31, 2012
 
Unless the registered owner of common shares elects to receive cash by contacting the Computershare Shareowner Services LLC (the “Plan Administrator”), all dividends declared on common shares of the Fund will be automatically reinvested by the Plan Administrator for shareholders in the Fund’s Dividend Reinvestment Plan (the “Plan”), in additional common shares of the Fund. Participation in the Plan is completely voluntary and may be terminated or resumed at any time without penalty by notice if received and processed by the Plan Administrator prior to the dividend record date; otherwise such termination or resumption will be effective with respect to any subsequently declared dividend or other distribution. Some brokers may automatically elect to receive cash on your behalf and may re-invest that cash in additional common shares of the Fund for you. If you wish for all dividends declared on your common shares of the Fund to be automatically reinvested pursuant to the Plan, please contact your broker.
 
The Plan Administrator will open an account for each common shareholder under the Plan in the same name in which such common shareholder’s common shares are registered. Whenever the Fund declares a dividend or other distribution (together, a “Dividend”) payable in cash, non-participants in the Plan will receive cash and participants in the Plan will receive the equivalent in common shares. The common shares will be acquired by the Plan Administrator for the participants’ accounts, depending upon the circumstances described below, either (i) through receipt of additional unissued but authorized common shares from the Fund (“Newly Issued Common 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 payment date for any Dividend, the closing market price plus estimated brokerage commission per common share is equal to or greater than the net asset value per common share, the Plan Administrator will invest the Dividend amount in Newly Issued Common Shares on behalf of the participants. The number of Newly Issued Common Shares to be credited to each participant’s account will be determined by dividing the dollar amount of the Dividend by the net asset value per common share on the payment date; provided that, if the net asset value is less than or equal to 95% of the closing market value on the payment date, the dollar amount of the Dividend will be divided by 95% of the closing market price per common share on the payment date. If, on the payment date for any Dividend, the net asset value per common share is greater than the closing market value plus estimated brokerage commission, the Plan Administrator will invest the Dividend amount in common shares acquired on behalf of the participants in Open-Market Purchases.
 
If, before the Plan Administrator has completed its Open-Market Purchases, the market price per common share exceeds the net asset value per common share, the average per common share purchase price paid by the Plan Administrator may exceed the net asset value of the common shares, resulting in the acquisition of fewer common shares than if the Dividend had been paid in Newly Issued Common Shares on the Dividend payment date. Because of the foregoing difficulty with respect to Open-Market Purchases, the Plan provides that if the Plan Administrator 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 Administrator may cease making Open-Market Purchases and may invest the uninvested portion of the Dividend amount in Newly Issued Common Shares at net asset value per common share at the close of business on the Last Purchase Date provided that, if the net asset value is less than or equal to 95% of the then current market price per common share; the dollar amount of the Dividend will be divided by 95% of the market price on the payment date.
 
The Plan Administrator maintains all shareholders’ accounts in the Plan and furnishes written confirmation of all transactions in the accounts, including information needed by shareholders for tax records. Common shares in the account of each Plan participant will be held by the Plan Administrator on behalf of the Plan participant, and each shareholder proxy will include those shares purchased or received pursuant to the Plan. The Plan Administrator will forward all proxy solicitation materials to participants and vote proxies for shares held under the Plan in accordance with the instruction of the participants.
 
There will be no brokerage charges with respect to common shares issued directly by the Fund. However, each participant will pay a pro rata share of brokerage commission incurred in connection with Open-Market Purchases. The automatic reinvestment of Dividends 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 with regard to purchases in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the participants.
 
All correspondence or questions concerning the Plan should be directed to the Plan Administrator, Computershare Shareowner Services LLC, PO Box 358015, Pittsburgh, PA 15252-8015; Attention Shareholder Services Department, Phone Number: (866) 488-3559.

24 | GPM | GUGGENHEIM ENHANCED EQUITY INCOME FUND ANNUAL REPORT
 
 
 

 
 
This Page Intentionally Left Blank.
 
 
 

 
 
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FUND INFORMATION
December 31, 2012

 
Board of Trustees
Randall C. Barnes
 
Donald C. Cacciapaglia*
 
Roman Friedrich III
 
Robert B. Karn III
 
Ronald A. Nyberg
 
Ronald E. Toupin, Jr.,
Chairman
 
 
Officers
Donald C. Cacciapaglia
Chief Executive Officer
 
Amy J. Lee
Chief Legal Officer
 
John Sullivan
Chief Accounting Officer,
Chief Financial Officer
and Treasurer
 
Joanna M. Catalucci
Chief Compliance Officer
 
Mark E. Mathiasen
Secretary
 
Investment Adviser
and Administrator
Guggenheim Funds
Investment
Advisors, LLC
Lisle, Illinois
 
Investment Sub-Adviser
Guggenheim Partners
Investment
Management, LLC
Santa Monica, California
 
Accounting Agent and
Custodian
The Bank of
New York Mellon
New York, New York
 
Legal Counsel
Skadden, Arps, Slate,
Meagher & Flom LLP
New York, New York
 
Independent Registered
Public Accounting Firm
Ernst & Young LLP
Chicago, Illinois
*
Trustee is an “interested person” (as defined in Section 2(a)(19) of the 1940 Act) (“Interested Trustee”) of the Trust because of his position as the President and CEO of the Adviser.
 
Privacy Principles of Guggenheim Enhanced Equity Income Fund for Shareholders
The Fund is committed to maintaining the privacy of its shareholders and to safeguarding its non-public personal information. The following information is provided to help you understand what personal information the Fund collects, how we protect that information and why, in certain cases, we may share information with select other parties.
 
Generally, the Fund does not receive any non-public personal information relating to its shareholders, although certain non-public personal information of its shareholders may become available to the Fund. The Fund does not disclose any non-public personal information about its shareholders or former shareholders to anyone, except as permitted by law or as is necessary in order to service shareholder accounts (for example, to a transfer agent or third party administrator).
 
The Fund restricts access to non-public personal information about the shareholders to Guggenheim Funds Investment Advisors, LLC employees with a legitimate business need for the information. The Fund maintains physical, electronic and procedural safeguards designed to protect the non-public personal information of its shareholders.
 
Questions concerning your shares of Guggenheim Enhanced Equity Income 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 Guggenheim Enhanced Equity Income 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.
 
A description of the Fund’s proxy voting policies and procedures related to portfolio securities is available without charge, upon request, by calling the Fund at (866) 882-0688.
 
Information regarding how the Fund voted proxies for portfolio securities, if applicable, during the most recent 12-month period ended December 31, is also available, without charge and upon request by calling (866) 882-0688, by visiting the Fund’s website at www.guggenheiminvestments.com/gpm or by accessing the Fund’s Form N-PX on the U.S. 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 www.guggenheiminvestments.com/gpm. 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 is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that the Fund may from time to time purchase its shares of common stock in the open market.
 
If the Shareholders of any class or series of Shares are entitled to elect one or more Trustees, only such persons who are holders of record of such class or series of shares at the time notice is provided with regards to the Annual Meetings of Shareholders shall be entitled to nominate persons for election as a Trustee by such class or series of Shares voting separately.
 
GPM | GUGGENHEIM ENHANCED EQUITY INCOME FUND ANNUAL REPORT | 27
 
 
 

 
 
ABOUT THE FUND MANAGER
 
Guggenheim Partners Investment Management, LLC
Guggenheim Partners Investment Management, LLC (“GPIM”) is an indirect subsidiary of Guggenheim Partners, LLC, a diversified financial services firm. The firm provides capital markets services, portfolio and risk management expertise, wealth management, and investment advisory services. Clients of Guggenheim Partners, LLC subsidiaries are an elite mix of individuals, family offices, endowments, foundations, insurance companies and other institutions.
 
Investment Philosophy
GPIM’s investment philosophy is predicated upon the belief that thorough research and independent thought are rewarded with performance that has the potential to outperform benchmark indexes with both lower volatility and lower correlation of returns over time as compared to such benchmark indexes.
 
Investment Process
GPIM’s investment process is a collaborative effort between various groups including the Portfolio Construction Group, which utilize proprietary portfolio construction and risk modeling tools to determine allocation of assets among a variety of sectors, and its Sector Specialists, who are responsible for security selection within these sectors and for implementing securities transactions, including the structuring of certain securities directly with the issuers or with investment banks and dealers involved in the origination of such securities.
 
Guggenheim Funds Distributors, LLC
2455 Corporate West Drive
Lisle, IL 60532
Member FINRA/SIPC
(02/13)
 
NOT FDIC-INSURED | NOT BANK-GUARANTEED | MAY LOSE VALUE

CEF-GPM-AR-1212
 
 
 

 
 
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.
 
(b)
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 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 the 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 pursuant to this Item 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 $27,200 and $31,500 for the fiscal years ending December 31, 2012, and December 31, 2011, 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 were $0 and $0 for the fiscal years ending December 31, 2012, and December 31, 2011, respectively.
 
The registrant's principal accountant did not bill fees for non-audit services that required approval 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 $4,250 and $5,000 for the fiscal years ending December 31, 2012 and December 31, 2011, respectively.

The registrant's principal accountant did not bill fees for tax services that required approval 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 Items 4(a) through 4(c) were $0 and $0 for the fiscal years ending December 31, 2012, and December 31, 2011, respectively.
 
The registrant’s principal accountant did not bill fees for non-audit services that required approval 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.
 
(i) The  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 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:
Federal, state and local income tax compliance
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 Trust (or an officer of the Trust 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 Trust) relating directly to the operations and financial reporting of the Trust for which the estimated fees are less than $25,000.  All such delegated pre-approvals shall be presented to the 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 Trust) relating directly to the operations and financial reporting of the Trust for which the estimated fees are $25,000 or more, such services require pre-approval by the 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.
 
 
The registrant’s principal accountant did not bill fees for non-audit services that required approval 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.
 
(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 was $4,250 and $5,000 for the fiscal years ending December 31, 2012, and December 31, 2011, respectively.
 
(h) Not applicable.
 
Item 5.  Audit Committee of Listed Registrants.
 
(a)The Audit Committee was established as a separately designated standing audit committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended.  The

 
 

 
 
 
Audit Committee is composed of: Randall C. Barnes, Roman Friedrich III, Robert B. Karn III, Ronald A. Nyberg and Ronald E. Toupin, Jr.
 
(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 sub-adviser, Guggenheim Partners Investment Management, LLC (the "Sub-Adviser” or “GPIM”).  The Sub-Adviser’s proxy voting policies and procedures are included as an exhibit hereto.
 
Item 8.  Portfolio Managers of Closed-End Management Investment Companies.
 
(a)(1)  Guggenheim serves as sub-adviser for the registrant and is responsible for the day-to-day management of the registrant’s portfolio. Guggenheim uses a team approach to manage client portfolios.  Day to day management of a client portfolio is conducted under the auspices of Guggenheim’s Portfolio Construction Group (“PCG”).  PCG’s members include the Chief Investment Officer (“CIO”) and other key investment personnel.  The PCG, in consultation with the CIO, provides direction for overall investment strategy.  The PCG performs several duties as it relates to client portfolios including: determining both tactical and strategic asset allocations; and monitoring portfolio adherence to asset allocation targets; providing sector specialists with direction for overall investment strategy, which may include portfolio design and the rebalancing of portfolios; performing risk management oversight; assisting sector managers and research staff in determining the relative valuation of market sectors; and providing a forum for the regular discussion of the economy and the financial markets to enhance the robustness of Guggenheim’s strategic and tactical policy directives.

The following individuals at Guggenheim share primary responsibility for the management of the registrant’s portfolio and is provided as of December 31, 2012:

Name
Since
Professional Experience During the Last Five Years
Scott Minerd - CEO and CIO
2010
Guggenheim Partners Investment Management, LLC.: CEO and CIO – 12/05–Present; Guggenheim Partners, LLC: Managing Partner – Insurance Advisory – 5/98–Present.
Anne Walsh, CFA, FLMI – Senior Managing Director
2010
Guggenheim Partners Investment Management, LLC.: Senior Managing Director – 4/07–Present.  Former, Reinsurance Group of America, Inc.: Senior Vice President and Chief Investment Officer – 5/00–3/07.
Farhan Sharaff
2010
Guggenheim Partners Investment Management, LLC.: Senior Managing Director – 7/10–Present.
Jamal Pesaran
2010
Guggenheim Partners Investment Management, LLC.: Vice President, Portfolio Manager– 2008 –Present.
Jayson Flowers
2010
Guggenheim Partners Investment Management, LLC.: Managing Director, 12/05 – Present; Guggenheim Partners, LLC: Managing Director -2001–2005

 
 
 

 
 
 
(a)(2)(i-iii) Other Accounts Managed by the Portfolio Managers

The following tables summarize information regarding each of the other accounts managed by the Guggenheim portfolio managers as of December 31, 2012:

Scott Minerd:
 
         
Type of Account
Number of Accounts
Total Assets in the Accounts
Number of Accounts In Which the Advisory Fee is Based on Performance
Total Assets in the Accounts In Which the Advisory Fee is Based on Performance
 
Registered investment companies
 
14
$2,223,812,717
1
$3,430,980
Other pooled investment vehicles
 
4
$2,497,171,347
2
$2,448,391,017
Other accounts
 
21
$58,439,979,520
0
$-0-

 
Anne Walsh:
 
         
Type of Account
Number of Accounts
Total Assets in the Accounts
Number of Accounts In Which the Advisory Fee is Based on Performance
Total Assets in the Accounts In Which the Advisory Fee is Based on Performance
 
Registered investment companies
 
12
$2,126,847,384
0
$-0-
Other pooled investment vehicles
 
2
$2,448,347,145
2
$2,448,347,145
Other accounts
 
29
$74,482,872,221
2
$482,590,275
 
 
 
 

 
 
 

Farhan Sharaff:
 
         
Type of Account
 
Number of Accounts
Total Assets in the Accounts
Number of Accounts In Which the Advisory Fee is Based on Performance
Total Assets in the Accounts In Which the Advisory Fee is Based on Performance
 
Registered investment companies
 
3
$144,675,873
1
$3,430,980
Other pooled investment vehicles
 
3
$442,625,517
1
$393,845,187
Other accounts
 
3
$330,761,655
0
$-0-

 
Jayson Flowers:
 
         
Type of Account
 
Number of Accounts
Total Assets in the Accounts
Number of Accounts In Which the Advisory Fee is Based on Performance
Total Assets in the Accounts In Which the Advisory Fee is Based on Performance
 
Registered investment companies
 
3
$104,072,705
1
$3,430,980
Other pooled investment vehicles
 
5
$272,703,968
0
$-0-
Other accounts
 
1
$3,290,832
0
$-0-
 
 
 
 

 

 
Jamal Pesaran:
 
         
Type of Account
 
Number of Accounts
Total Assets in the Accounts
Number of Accounts In Which the Advisory Fee is Based on Performance
Total Assets in the Accounts In Which the Advisory Fee is Based on Performance
 
Registered investment companies
 
4
$151,783,244
1
$3,430,980
Other pooled investment vehicles
 
2
$48,780,330
0
$-0-
Other accounts
 
1
$3,290,832
0
$-0-

 
(a)(2)(iv) Potential Conflicts of Interest

Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one fund or other account. More specifically, portfolio managers who manage multiple funds and/or other accounts may be presented with one or more of the following potential conflicts.

The management of multiple funds and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each fund and/or other account. Guggenheim seeks to manage such competing interests for the time and attention of a portfolio manager by having the portfolio manager focus on a particular investment discipline. Specifically, the ultimate decision maker for security selection for each client portfolio is the Sector Specialist Portfolio Manager.  They are responsible for analyzing and selecting specific securities that they believe best reflect the risk and return level as provided in each client’s investment guidelines.

Guggenheim may have clients with similar investment strategies.  As a result, if an investment opportunity would be appropriate for more than one client, Guggenheim may be required to choose among those clients in allocating such opportunity, or to allocate less of such opportunity to a client than it would ideally allocate if it did not have to allocate to multiple clients.  In addition, Guggenheim may determine that an investment opportunity is appropriate for a particular account, but not for another.

Allocation decisions are made in accordance with the investment objectives, guidelines, and restrictions governing the respective clients and in a manner that will not unfairly favor one client over another. Guggenheim’s allocation policy provides that investment decisions must never be based upon account performance or fee structure.  Accordingly, Guggenheim’s allocation procedures are designed to ensure that investment opportunities are allocated equitably among different client accounts over time.  The procedures also seek to ensure reasonable efficiency in client transactions and to provide portfolio managers with flexibility to use allocation methodologies appropriate to Guggenheim’s investment disciplines and the specific goals and objectives of each client account.

In order to minimize execution costs and obtain best execution for clients, trades in the same security transacted on behalf of more than one client may be aggregated.  In the event trades are aggregated,
 
 
 

 


Guggenheim’s policy and procedures provide as follows: (i) treat all participating client accounts fairly; (ii) continue to seek best execution; (iii) ensure that clients who participate in an aggregated order will participate at the average share price with all transaction costs shared on a pro-rata basis based on each client’s participation in the transaction; (iv) disclose its aggregation policy to clients.

Guggenheim, as a fiduciary to its clients, considers numerous factors in arranging for the purchase and sale of clients’ portfolio securities in order to achieve best execution for its clients.  When selecting a broker, individuals making trades on behalf of Guggenheim clients consider the full range and quality of a broker’s services, including execution capability, commission rate, price, financial stability and reliability.  Guggenheim is not obliged to merely get the lowest price or commission but also must determine whether the transaction represents the best qualitative execution for the account.

In the event that multiple broker/dealers make a market in a particular security, Guggenheim’s Portfolio Managers are responsible for selecting the broker-dealer to use with respect to executing the transaction.  The broker-dealer will be selected on the basis of how the transaction can be executed to achieve the most favorable execution for the client under the circumstances.  In many instances, there may only be one counter-party active in a particular security at a given time.  In such situations the Employee executing the trade will use his/her best effort to obtain the best execution from the counter-party.

Guggenheim and the registrant have adopted certain compliance procedures which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.

(a)(3) Portfolio Manager Compensation

Guggenheim compensates portfolio management staff for their management of the registrant’s portfolio. Compensation is evaluated based on their contribution to investment performance relative to pertinent benchmarks and qualitatively based on factors such as teamwork and client service efforts.     Guggenheim’s staff incentives may include: a competitive base salary, bonus determined by individual and firm wide performance, equity participation, and participation opportunities in various Guggenheim investments.  All Guggenheim employees are also eligible to participate in a 401(k) plan to which Guggenheim may make a discretionary match after the completion of each plan year.

(a)(4) Portfolio Securities Ownership

Name of Portfolio Manager
Dollar Amount of Equity Securities in Fund
Scott Minerd
$-0-
Anne Walsh
$10,001 to $50,000
Farhan Sharaff
$-0-
Jayson Flowers
$-0-
Jamal Pesaran
$-0-

 
 
 

 

 
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 30a3(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 Officers.
 
(a)(2)  Certifications of principal executive officer and principal financial officer pursuant to Rule 30a-2(a) of the Investment Company Act.
 
(a)(3)  Not Applicable.
 
(b)      Certifications of principal executive officer and principal financial officer pursuant to Rule 30a-2(b) under 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) Guggenheim Enhanced Equity Income Fund
 
By:           /s/ Donald C. Cacciapaglia          
 
Name:      Donald C. Cacciapaglia
 
Title:        Chief Executive Officer
 
Date:        March 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/ Donald C. Cacciapaglia          
 
Name:      Donald C. Cacciapaglia
 
Title:        Chief Executive Officer
 
Date:        March 4, 2013
 
By:           /s/ John Sullivan                           
 
Name:      John Sullivan
 
Title:        Chief Financial Officer, Chief Accounting Officer and Treasurer
 
Date:        March 4, 2013
 
 
EX-99.CODE ETH 2 ex99codeofethics.htm CODE OF ETHICS ex99codeofethics.htm
GUGGENHEIM FUNDS COMPLIANCE AND PROCEDURES MANUAL
 
APPENDIX P
 
CODE OF ETHICS
 
FOR
 
CHIEF EXECUTIVE AND SENIOR FINANCIAL OFFICERS
 
Each of the registered investment companies listed in Exhibit P-1 hereto (each a “Trust”) is committed to conducting business in accordance with applicable laws, rules and regulations and the highest standards of business ethics, and to full and accurate disclosure in compliance with applicable law. This Code of Ethics, applicable to the Trust’s Chief Executive Officer, Chief Financial Officer and Treasurer (or persons performing similar functions) (each a “Senior Officer” and together, “Senior Officers”), sets forth specific policies to guide such Senior Officers in the performance of their duties.
 
Senior Officers, must comply with applicable law. Senior Officers also have a responsibility to conduct themselves in an honest and ethical manner; and have leadership responsibilities that include creating a culture of high ethical standards and commitment to compliance, maintaining a work environment that encourages employees to raise concerns, and promptly addressing employee compliance concerns.
 
The Code of Ethics of the Trust pursuant to Rule 17j-1(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (the “1940 Act Code of Ethics”), which this Code of Ethics is intended to supplement, sets forth the fundamental principles and key policies and procedures that govern the conduct the Trust’s business as registered investment companies. Senior Officers are also bound by the requirements and standards set forth in this Code of Ethics and other applicable laws and regulations and other policies and procedures adopted by the Trust from time to time.
 
Compliance With Laws, Rules and Regulations
 
Senior Officers are required to comply with the laws, rules and regulations that govern the conduct of the Trust’s business and to report any suspected violations in accordance with the section below entitled “Compliance with Code of Ethics.”
 
Conflicts of Interest
 
Senior Officers are expected to dedicate their best efforts to advancing the Trust’s interests and to use objective and unbiased standards when making decisions that affect the Trust, keeping in mind that you are subject to inherent conflicts of interest because they are officers of Guggenheim Funds Investment Advisors, LLC (the “Adviser”) as well as the Trust. A Senior Officer’s obligation to conduct the Trust’s business in an honest and ethical manner includes the ethical handling of actual or apparent conflicts of interest between personal and business relationships. A conflict of interest for the purpose of this Code of Ethics occurs when a Senior Officer’s private interests interfere in any way, or even appear to interfere, with the interests of the Trust. The 1940 Act Code of Ethics, the Adviser’s and the Trust’s allocation procedures and the other policies of the Trust are designed to ensure the ethical handling of such conflicts. As a result, it is incumbent on each Senior Officer to be
 
 
 

 
 


 familiar with the 1940 Act Code of Ethics, the Adviser’s and Trust’s allocations procedures and other rules and regulations under the 1940 Act as well as the policies of the Trust.
 
When making any investment, accepting any position or benefits, participating in any transaction or business arrangement or otherwise acting in a manner that creates or appears to create a conflict of interest or where a Senior Officer is receiving a personal benefit, such Senior Officer should act in accordance with the letter and the spirit of the 1940 Act Code of Ethics and/or the Trust’s or the Adviser’s other applicable policies and procedures. If a Senior Officer is in doubt as to the application or interpretation of any of these guidelines, such Senior Officer should make full disclosure of all facts and circumstances to, and obtain the prior written approval of the Chairman of the Audit Committee of the Trust or, in his absence, any Independent Trustee of the Trust1. Conflict of interest situations for which, if material, Senior Officers should always obtain prior written approval include the following:
 
(a) the receipt of any entertainment or non-nominal gift by a Senior Officer, or a member of his or her family, from any company with which a Trust has current or prospective business dealings (other than the Adviser), unless such entertainment or gift is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety; Conflict of interest situations for which, if material, Senior Officers should always obtain prior written approval include the following:
 
(b) any ownership interest in, or any consulting or employment relationship with, any of a Trust’s service providers, other than the Adviser; or
 
(c) a direct or indirect financial interest in commissions, transaction charges or spreads paid by a Trust for effecting portfolio transactions or for selling or redeeming shares, other than an interest such as compensation or equity ownership arising from the Senior Officer’s employment by the Adviser.
 
Disclosures
 
It is the policy of the Trust to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that the Trust files with, or submits to, the Securities and Exchange Commission and in all other public communications made by the Trust. Each Senior Officer, is required to promote compliance with this policy by all employees and to abide by the Trust’s standards, policies and procedures designed to promote compliance with this policy.
 
Compliance with Code of Ethics
 
If a Senior Officer knows of or suspects a violation of this Code of Ethics or other laws, regulations, policies or procedures applicable to the Trust, such Senior Officer must immediately report that information to the Chairman of the Audit Committee of the Trust or, in his absence, any Independent Trustee.  No one will be subject to retaliation because of a good faith report of a suspected violation.
 

1 An “Independent Trustee” is any Trustee who is not an “interested person” of the Trust within the meaning of the 1940 Act.
 
 
 
 

 
 
 
The Trust will follow these procedures in investigating and enforcing this Code of Ethics, and in reporting on this Code of Ethics: of the Trust. No one will be subject to retaliation because of a good faith report of a suspected violation.
 
·  
the Chairman of the Audit Committee of the Trust will take all appropriate action to investigate any actual or potential violations reported to him or to an Independent Trustee of the Trust in his absence;
 
·  
after such investigation, violations and potential violations will be reported to the Independent Trustees;
 
·  
if the Independent Trustees determine that a violation has occurred, they will take, or shall designate appropriate persons to determine, appropriate action in response to violations of this Code of Ethics; and
 
·  
appropriate action may include a letter of censure, suspension, dismissal or, in the event of criminal or other serious violations of law, notification of the Securities and Exchange Commission or other appropriate law enforcement authorities.
 
Senior Officers must make this Code of Ethics. as well as any “whistle blower” policies that the Trust may adopt from time to time, known to persons who might know of potential conflicts of interest.
 
Waivers of Code of Ethics
 
Except as otherwise provided in this Code of Ethics, the Chairman of the Audit Committee of the Trust is responsible for applying this Code of Ethics to the specific situations reported to him or her and has the authority to interpret this Code of Ethics in any particular situation. The Chairman of the Audit Committee of the Trust shall take action he or she considers appropriate to investigate any actual or potential violations reported under this Code of Ethics.
 
The Chairman of the Audit Committee of the Trust is authorized and encouraged to consult, as appropriate, with the Chairman of the Board of Trustees of the Trust, the Independent Trustees or the Board of Trustees of the Trust and/or with counsel to the Trust, Guggenheim Funds Investment Advisors, LLC or the Independent Trustees.
 
The Independent Trustees are responsible for granting waivers of this Code of Ethics, as appropriate. Any changes to or waivers of this Code of Ethics will be disclosed on Form N-CSR to the extent required by Securities and Exchange Commission rules.
 
Accountability and Certification
 
Each Senior Officer must:
 
a) upon receipt of this Code of Ethics, sign and submit to the Chief Compliance Officer, on behalf of the Board of Trustees of the Trust, an acknowledgement stating that he or she has received, read and understands this Code of Ethics on the certification attached hereto as Exhibit P-2.
 
b) annually thereafter affirm to the Chief Compliance Officer, on behalf of the Board of Trustees of the Trust, that he or she has complied with the requirements of this Code of Ethics and reported any violations of this Code of Ethics on the certification attached hereto as Exhibit P-2.
 
 
 
 

 
 
 
Recordkeeping
 
Each Trust will maintain and preserve for a period of not less than six years from the date an action is taken, the first two years in an easily accessible place, a copy of the information or materials supplied to the Independent Trustees:
 
a) that provided the basis for any amendment or waiver to this Code of Ethics; and
 
b) relating to any violation of this Code of Ethics and sanctions imposed for such violation, together with a written record of the approval or action taken by the Independent Trustees.
 
Confidentiality
 
All reports and records prepared or maintained pursuant to this Code of Ethics shall be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code of Ethics, such matters shall not be disclosed to anyone other than the Independent Trustees and their counsel, each Trust and its counsel, the Adviser and its counsel and any other advisers, consultants or counsel retained by the Trustees, the Independent Trustees or any committee of the Trustees.
 
No Rights Created
 
This Code of Ethics is a statement of certain fundamental principles, policies and procedures that govern the Trust’s Senior Officers in the conduct of the Trust’s business. It is not intended to and does not create any rights in any employee, investor, supplier, competitor, shareholder or any other person or entity.
 
 
 
 

 
 
 
Exhibit P-1
 
Board Approval Dates
 
Trust
Date Procedures most recently approved:
Claymore Exchange-Traded Fund Trust
 
11.29.11
Claymore Exchange-Traded Fund Trust 2
 
11.29.11
Claymore Exchange-Traded Fund Trust 3
 
11.29.11
Fiduciary/Claymore MLP Opportunity Fund
 
11.30.11
Guggenheim Build America Bonds Managed Duration Trust
 
11.30.11
Guggenheim Enhanced Equity Income Fund
 
11.30.11
Guggenheim Enhanced Equity Strategy Fund
 
11.30.11
Guggenheim Equal Weight Enhanced Equity Income Fund
 
11.30.11
Guggenheim Strategic Opportunities Fund
 
11.30.11
 
 
 
 

 
 
 
Exhibit P-2
 
CERTIFICATION FORM
 
This is to certify that I have received, read and understand the Code of Ethics for Chief Executive and Senior Financial Officers and that I recognize that I am subject to the provisions thereof and will comply with the policy and procedures contained therein.
 
This is to further certify that I have complied with the requirements of the Code of Ethics for Chief Executive and Senior Financial Officers.
 
Signature: ____________________
 
Name: _______________________
 
Date: ________________________
 
Please sign two copies of this Certification Form, return one copy to the Chief Compliance Officer and retain the other copy, together with a copy of the Code of Ethics for Chief Executive and Senior Financial Officers, for your records.
 
EX-99.CERT 3 ex99cert.htm CERTIFICATIONS ex99cert.htm
EXHIBIT (a)(2)
 
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
 
CERTIFICATIONS
 
I, Donald C. Cacciapaglia, certify that:
 
1. I have reviewed this report on Form N-CSR of Guggenheim Enhanced Equity Income Fund;
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly presents in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
 
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
 
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
 
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting: and
 
5. The registrant's other certifying officer and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
 
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
Date: March 4, 2013            
 
/s/ Donald C. Cacciapaglia          
 
Donald C. Cacciapaglia
 
Chief Executive Officer
   
 
 
 

 
 
 
 
CERTIFICATION OF CHIEF FINANCIAL OFFICER
 
CERTIFICATIONS
 
I, John Sullivan, certify that:
 
1. I have reviewed this report on Form N-CSR of Guggenheim Enhanced Equity Income Fund;
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly presents in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
 
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
 
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
 
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting: and
 
5. The registrant's other certifying officer and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
 
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
Date: March 4, 2013            
 
/s/ John Sullivan          
 
John Sullivan
 
Chief Financial Officer, Chief Accounting Officer and Treasurer
   
 
EX-99.906 CERT 4 ex99906cert.htm CERTIFICATION ex99906cert.htm
EXHIBIT (b)
 

 
Certification of CEO and CFO Pursuant to
 
18 U.S.C. Section 1350,
 
as Adopted Pursuant to
 
Section 906 of the Sarbanes-Oxley Act of 2002
 

 
In connection with the Report on Form N-CSR of Guggenheim Enhanced Equity Income Fund (the “Issuer”) for the period ended December 31, 2012 (the “Report”), Donald C. Cacciapaglia, as Chief Executive Officer of the Issuer, and John Sullivan, as Chief Financial Officer, Chief Accounting Officer and Treasurer of the Issuer, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
 
(1)  
the Report fully complies with the requirements of Section 13-(a) or 15-(d) of the Securities Exchange Act of 1934; and
 
(2)  
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 

 
Dated: March 4, 2013             
 

               /s/ Donald C. Cacciapaglia         
 
Name:    Donald C. Cacciapaglia
 
Title:      Chief Executive Officer
 


               /s/ John Sullivan                           
 
Name:    John Sullivan
 
Title:      Chief Financial Officer, Chief Accounting Officer and Treasurer.
 
EX-99.12C 5 ex9912c.htm PROXY VOTING POLICY AND PROCEDURES ex9912c.htm
   GPIM Proxy Voting Policy and Procedures
   2012 Revised 11 14 12.doc
 
GUGGENHEIM PARTNERS INVESTMENT MANAGEMENT, LLC
 
PROXY VOTING POLICY AND PROCEDURES
 
POLICY
 
Guggenheim Partners Investment Management, LLC (“GPIM”) generally is responsible for voting proxies with respect to securities held in client accounts, including clients registered as investment companies under the Investment Company Act of 1940 (“Funds”) and clients that are pension plans (“Plans”) subject to the Employee Retirement Income Security Act of 1974 (“ERISA”). This document sets forth GPIM’s policies and guidelines with respect to proxy voting and its procedures to comply with SEC Rule 206(4)-6 under the Investment Advisers Act of 1940. Rule 206(4)-6 requires each registered investment adviser that exercises proxy voting authority with respect to client securities to:
 
·  
Adopt and implement written policies and procedures reasonably designed to ensure that the adviser votes client securities in the best interest of clients; such policies and procedures must address the manner in which the adviser will resolve material conflicts of interest that can arise during the proxy voting process;
 
·  
Disclose to clients how they may obtain information from the adviser about how the adviser voted proxies with respect to their securities; and
 
·  
Describe to clients the adviser’s proxy voting procedures and, upon request, furnish a copy of the policies and procedures.
 
Where GPIM has been delegated the responsibility for voting proxies, it must take reasonable steps under the circumstances to ensure that proxies are received and voted in the best long-term interests of its clients. This generally means voting proxies with a view to enhancing the value of the shares of stock held in client accounts, considering all relevant factors and without undue influence from individuals or groups who may have an economic interest in the outcome of the proxy vote. GPIM’s authority is initially established by its advisory contracts or comparable documents. Clients, however, may change their proxy voting direction at any time.
 
The financial interest of GPIM’s clients is the primary consideration in determining how proxies should be voted. Any material conflicts of interest between GPIM and its clients with respect to proxy voting are resolved in the best interests of the clients.
 
 
 
 
 

 

PROCEDURES
 
1. Overview
 
Guggenheim Partners Investment Management, LLC (“GPIM”) utilizes the services of an outside proxy voting firm, Institutional Shareholder Services Inc. (“ISS”), to act as agent for the proxy process, to maintain records on proxy votes for its clients, and to provide independent research on corporate governance, proxy and corporate responsibility issues. The proxy voting guidelines (the “Guidelines”), attached as Appendix A and Appendix B to these Proxy Voting Policy and Procedures, set forth the ISS guidelines that GPIM uses in voting specific proposals. Depending on the objective of Fund or client account and the portfolio team managing, GPIM will assign the proxy voting guidelines in Appendix A or B to determine how proxies will be voted. GPIM reviews these voting recommendations and generally votes proxies in accordance with such recommendations.
 
However, the vote entered on a client's behalf with respect to a particular proposal may differ from the Guidelines if it is determined to be in the best interest of the client. If a proposal is voted in a manner different than set forth in the Guidelines, the reasons therefore shall be documented in writing by the appropriate investment team(s) and retained by Operations. The manner in which specific proposals are to be voted may differ based on the type of client account. For example, a specific proposal may be considered on a case-by-case basis for socially aware client accounts, while all other accounts may always vote in favor of the proposal.
 
In the absence of contrary instructions received from GPIM, ISS will vote proxies in accordance with the Guidelines attached as Appendix A or Appendix B hereto, as such Guidelines may be revised from time to time by representatives from Investment Management and Compliance (the ad hoc “Committee”). ISS will employ these guidelines based on account set up instructions received from Operations. ISS will notify Operations of all proxy proposals that do not fall within the Guidelines (i.e proposals which are either not addressed in the Guidelines or proposals for which GPIM has indicated that a decision will be made on a case-by-case basis). Such proposals will be forwarded by Operations to the investment team(s) responsible for the client account. If the investment team(s) responsible determines that there is no material conflict of interest, the proposal will be voted in accordance with the recommendation of said team(s).
 
2. Resolving Potential Conflicts of Interest
 
GPIM may occasionally be subject to conflicts of interest in the voting of proxies due relationships it maintains with persons having an interest in the outcome of certain votes. The proxies that are not addressed by the Guidelines or are to be voted on a case-by-case basis will be forwarded to the appropriate investment management team(s) by Operations. Determination of whether there is a material conflict of interest between GPIM and a client due to (a) the provision of services or products by a GPIM affiliate to the company on whose behalf proxies are being solicited, (b) personal relationships that may exist between personnel of GPIM or its affiliates and proponents of a proxy issue or (c) any other issue, shall be made by senior members of the investment team responsible for voting the proxy. If a conflict of interest exists, the investment team will consult the Committee (and Legal, as necessary) to determine how to vote the proxy consistent with the procedures below.
 
 
 
 
 

 
 

 
In the absence of established Guidelines (e.g., in instances where the Guidelines provide for a “case-by-case” review), GPIM may vote a proxy regarding that proposal in any of the following manners:
 
§     
Refer Proposal to the Client – GPIM may refer the proposal to the client and obtain instructions from the client on how to vote the proxy relating to that proposal.
§     
Obtain Client Ratification – If GPIM is in a position to disclose the conflict to the client (i.e., such information is not confidential), GPIM may determine how it proposes to vote the proposal on which it has a conflict, fully disclose the nature of the conflict to the client, and obtain the client’s consent for how GPIM will vote on the proposal (or otherwise obtain instructions from the client on how the proxy on the proposal should be voted).
§     
Use an Independent Third Party for All Proposals – Subject to any client imposed proxy voting policies, GPIM may vote all proposals in a proxy according to the policies of an independent third party (or to have the third party vote such proxies).
§     
Use an Independent Third Party to Vote the Specific Proposals that Involve a Conflict – Subject to any client imposed proxy voting policies, GPIM may use an independent third party to recommend how the proxy for specific proposals that involve a conflict should be voted (or to have the third party vote such proxies).
§     
Abstaining
 
The method selected by GPIM to resolve the conflict may vary from one instance to another depending upon the facts and circumstances of the situation, but in each case, consistent with its duty of loyalty and care.
 
3. Special Situations (As Applicable)
 
3.1. Securities Subject to Lending Arrangements
 
For various legal or administrative reasons, GPIM is often unable to vote securities that are, at the time of such vote, on loan pursuant to a client’s securities lending arrangement with the client’s custodian. GPIM will refrain from voting such securities where the cost to the client and/or administrative inconvenience of retrieving securities then on loan outweighs the benefit of voting, assuming retrieval under such circumstances is even feasible and/or possible. In certain extraordinary situations, GPIM may seek to have securities then on loan pursuant to such securities lending arrangements retrieved by the clients’ custodians for voting purposes. This decision will generally be made on a case-by-case basis depending on whether, in GPIM’s judgment, the matter to be voted on has critical significance to the potential value of the securities in question, the relative cost and/or administrative inconvenience of retrieving the securities, the significance of the holding, and whether the stock is considered a long-term holding. There can be no guarantee that any such securities can be retrieved for such purpose.
 
3.2 Special Issues with Voting Foreign Proxies
 
Voting proxies with respect to shares of foreign stocks may involve significantly greater effort and corresponding cost due to the variety of regulatory schemes and corporate practices in foreign countries with respect to proxy voting. Because the cost of voting on a particular proxy proposal could exceed the expected benefit to a client (including an ERISA Plan), GPIM may weigh the costs and benefits of voting on proxy proposals relating to foreign securities and make an informed decision on whether voting a given proxy proposal is prudent.
 
 
 
 
 

 

 
3.3 Share Blocking
 
In certain countries the exercise of voting rights could restrict the ability of an account's portfolio manager to freely trade the security in question ("share blocking"). The portfolio manager retains the final authority to determine whether to block the shares in the client's account or to forego voting the shares.
 
3.4 Lack Of Adequate Information, Untimely Receipt Of Proxy Or Excessive Costs
 
GPIM may be unable to enter an informed vote in certain circumstances due to the lack of information provided in the proxy statement or by the issuer or other resolution sponsor, and may abstain from voting in those instances. Proxy materials not delivered in a timely manner may prevent analysis or entry of a vote by voting deadlines. GPIM’s practice is to abstain from voting a proxy in circumstances where, in its judgment, the costs exceed the expected benefits to the client.
 
4. Undue Influence
 
If at any time any person involved in the GPIM’s proxy voting process is pressured or lobbied either by GPIM’s personnel or affiliates or third parties with respect to a particular proposal, he or she should provide information regarding such activity to GPIM Compliance or Legal. A determination will then be made regarding this information, keeping in mind GPIM's duty of loyalty and care to its clients.
 
5. Recordkeeping
 
GPIM is required to keep the following records:
 
§     
a copy of this policy;
§     
proxy statements received regarding client securities;
§     
records of votes cast on behalf of clients;
§     
any documents prepared by GPIM that were material to making a decision how to vote, or that memorialized the basis for the decision; and
§     
records of client requests for proxy voting information and a copy of any written response by GPIM to any client request (regardless of whether such client request was written or oral).
 
The foregoing records will be retained for such period of time as is required to comply with applicable laws and regulations.
 
GPIM may rely on proxy statements filed on the SEC’s EDGAR system instead of keeping its own copies, and may rely on proxy statements and records of proxy votes cast by GPIM that are maintained with a third party, such as ISS, provided that GPIM has obtained an undertaking from the third party to provide a copy of the documents promptly upon request.
 
6. Disclosure
 
Rule 206(4)-6 requires GPIM to disclose in response to any client request how the client can obtain information from GPIM on how the client’s securities were voted. GPIM will disclose in Form ADV Part 2 that clients can obtain information on how their securities were voted by submitting a written request to GPIM. Upon receipt of a written request from a client, GPIM will provide the information requested by the client within a reasonable amount of time.
 
 
 
 

 

 
Rule 206(4)-6 also requires GPIM to describe its proxy voting policies and procedures to clients, and upon request, to provide clients with a copy of those policies and procedures. GPIM will provide such a description in its Form ADV Part 2. Upon receipt of a written request from a client, GPIM will provide a copy of this policy within a reasonable amount of time.
 
If approved by the client, this policy and any requested records may be provided electronically.
 
 
 
 

 

 
APPENDIX A*
 
2012 ISS U.S. PROXY VOTING CONCISE GUIDELINES
 
 
 
* Please note that the more detailed “2012 ISS U.S. Proxy Voting Summary Guidelines” as well as the “2012 ISS International Proxy Voting Summary Guidelines” are available upon request.
 
 
 
 
 

 
 
 
 
 

 
 

 
2012 U.S. Proxy Voting Concise Guidelines
 
 
 
December 20, 2011
 

 
 
 
 
Institutional Shareholder Services Inc
 

 
Copyright © 2011 by ISS.
 
 
 
 
 

 
 

 
2012 U.S. Proxy Voting Concise Guidelines
 
The policies contained herein are a sampling of select, key proxy voting guidelines and are not exhaustive. A full listing of ISS’ 2012 proxy voting guidelines can be found at http://www.issgovernance.com/files/2012USSummaryGuidelines.pdf
 
 
 
Routine/Miscellaneous
 
Auditor Ratification
 
Vote FOR proposals to ratify auditors, unless any of the following apply:
 
·  
An auditor has a financial interest in or association with the company, and is therefore not independent;
·  
There is reason to believe that the independent auditor has rendered an opinion which is neither accurate nor indicative of the company’s financial position;
·  
Poor accounting practices are identified that rise to a serious level of concern, such as: fraud; misapplication of GAAP; and material weaknesses identified in Section 404 disclosures; or
·  
Fees for non-audit services (“Other” fees) are excessive.
 
Non-audit fees are excessive if:
 
·  
Non-audit (“other”) fees >audit fees + audit-related fees + tax compliance/preparation fees
Board of Directors
 
Voting on Director Nominees in Uncontested Elections
 
Votes on director nominees should be determined CASE-BY-CASE.
 
Four fundamental principles apply when determining votes on director nominees:
 
  1.   Board Accountability
  2.   Board Responsiveness
  3.   Director Independence
  4.   Director Competence
 
1. Board Accountability
 
Vote AGAINST1 or WITHHOLD from the entire board of directors (except new nominees2, who should be considered CASE-BY-CASE) for the following:
 

1 In general, companies with a plurality vote standard use “Withhold” as the contrary vote option in director elections; companies with a majority vote standard use “Against”. However, it will vary by company and the proxy must be checked to determine the valid contrary vote option for the particular company.
 

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Problematic Takeover Defenses:
 
Classified Board Structure:
 
1.1.
The board is classified, and a continuing director responsible for a problematic governance issue at theboard/committee level that would warrant a withhold/against vote recommendation is not up for election -- any or all appropriate nominees (except new) may be held accountable;
Director Performance Evaluation:
 
1.2.
The board lacks accountability and oversight, coupled with sustained poor performance relative to peers. Sustained poor performance is measured by one- and three-year total shareholder returns in the bottom half of a company’s four-digit GICS industry group (Russell 3000 companies only). Take into consideration the company’s five-year total shareholder return and five-year operational metrics. Problematic provisions include but are not limited to:
 
·  
A classified board structure;
·  
A supermajority vote requirement;
·  
Either a plurality vote standard in uncontested director elections or a majority vote standard with no plurality carve-out for contested elections;
·  
The inability of shareholders to call special meetings;
·  
The inability of shareholders to act by written consent;
·  
A dual-class capital structure; and/or
·  
A non–shareholder- approved poison pill.
 
Poison Pills:
 
1.3.
The company’s poison pill has a “dead-hand” or “modified dead-hand” feature. Vote WITHOLD or AGAINST every year until this feature is removed;
1.4.
The board adopts a poison pill with a term of more than 12 months (“long-term pill”), or renews any existing pill, including any “short-term” pill (12 months or less), without shareholder approval. A commitment or policy that puts a newly adopted pill to a binding shareholder vote may potentially offset an adverse vote recommendation.Review such companies with classified boards every year, and such companies with annually elected boards at least once every three years, and vote AGAINST or WITHHOLD votes from all nominees if the company still maintains a non-shareholder-approved poison pill. This policy applies to all companies adopting or renewing pills after the announcement of this policy (Nov. 19, 2009); or
1.5.
The board makes a material adverse change to an existing poison pill without shareholder approval.
 
Vote CASE-BY-CASE on all nominees if:
 
1.6.
The board adopts a poison pill with a term of 12 months or less (“short-term pill”) without shareholder approval, taking into account the following factors:
 
·  
The date of the pill‘s adoption relative to the date of the next meeting of shareholders– i.e. whether the company had time to put the pill on ballot for shareholder ratification given the circumstances;
·  
The issuer‘s rationale;
·  
The issuer's governance structure and practices; and
·  
The issuer's track record of accountability to shareholders.
 

2 A “new nominee” is any current nominee who has not already been elected by shareholders and who joined the board after the problematic action in question transpired. If ISS cannot determine whether the nominee joined the board before or after the problematic action transpired, the nominee will be considered a “new nominee” if he or she joined the board within the 12 months prior to the upcoming shareholder meeting.
 

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Problematic Audit-Related Practices
 
Generally vote AGAINST or WITHHOLD from the members of the Audit Committee if:
 
1.7.
The non-audit fees paid to the auditor are excessive (see discussion under “Auditor Ratification”);
1.8.
The company receives an adverse opinion on the company’s financial statements from its auditor; or
1.9.
There is persuasive evidence that the Audit Committee entered into an inappropriate indemnification agreement with its auditor that limits the ability of the company, or its shareholders, to pursue legitimate legal recourse against the audit firm.
 
Vote CASE-BY-CASE on members of the Audit Committee and potentially the full board if:
 
1.10.
Poor accounting practices are identified that rise to a level of serious concern, such as: fraud; misapplication of GAAP; and material weaknesses identified in Section 404 disclosures. Examine the severity, breadth, chronological sequence and duration, as well as the company’s efforts at remediation or corrective actions, in determining whether WITHHOLD/AGAINST votes are warranted.
 
 
Problematic Compensation Practices/Pay for Performance Misalignment
 
In the absence of an Advisory Vote on Executive Compensation ballot item, or, in egregious situations, vote AGAINST or WITHHOLD from the members of the Compensation Committee and potentially the full board if:
 
1.11.
There is a significant misalignment between CEO pay and company performance (pay for performance);
1.12.
The company maintains significantproblematic pay practices;
1.13.
The board exhibits a significant level ofpoor communication and responsiveness to shareholders;
1.14.
The company fails to submit one-timetransfers of stock options to a shareholder vote; or
1.15.
The company fails to fulfill the terms of aburn rate commitment made to shareholders.
 
Vote CASE-BY-CASE on Compensation Committee members (or, in exceptional cases, the full board) and the Management Say-on-Pay proposal if:
 
1.16.
The company's previous say-on-pay proposal received the support of less than 70 percent of votes cast, taking into account:
 
·
The company's response, including:
 
o     
Disclosure of engagement efforts with major institutional investors regarding the issues that contributed to the low level of support;
 
o     
Specific actions taken to address the issues that contributed to the low level of support;
 
o     
Other recent compensation actions taken by the company;
·
Whether the issues raised are recurring or isolated;
·
The company's ownership structure; and
·
Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness.
 
Governance Failures
 
Under extraordinary circumstances, vote AGAINST or WITHHOLD from directors individually, committee members, or the entire board, due to:
 
1.17.
Material failures of governance, stewardship, risk oversight, or fiduciary responsibilities at the company;
1.18.
Failure to replace management as appropriate; or
 

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1.19.
Egregious actions related to a director’s service on other boards that raise substantial doubt about his or her ability to effectively oversee management and serve the best interests of shareholders at any company.
 
2. Board Responsiveness
 
Vote AGAINST or WITHHOLD from the entire board of directors (except new nominees, who should be considered CASE-BY-CASE) if:
 
2.1.
The board failed to act on a shareholder proposal that received the support of a majority of the shares outstanding the previous year;
2.2.
The board failed to act on a shareholder proposal that received the support of a majority of shares cast in the last year and one of the two previous years;
2.3.
The board failed to act on takeover offers where the majority of shares are tendered;
2.4.
At the previous board election, any director received more than 50 percent withhold/against votes of the shares cast and the company has failed to address the issue(s) that caused the high withhold/against vote; or
2.5.
The board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received the majority of votes cast at the most recent shareholder meeting at which shareholders voted on the say-on-pay frequency.
 
Vote CASE-BY-CASE on the entire board if:
 
2.6.
The board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received a plurality, but not a majority, of the votes cast at the most recent shareholder meeting at which shareholders voted on the say-on-pay frequency, taking into account:
·  
The board's rationale for selecting a frequency that is different from the frequency that received a plurality;
·  
The company's ownership structure and vote results;
·  
ISS' analysis of whether there are compensation concerns or a history of problematic compensation practices; and
·  
The previous year's support level on the company's say-on-pay proposal.
 
3. Director Independence
 
Vote AGAINST or WITHHOLD from Inside Directors and Affiliated Outside Directors (per the Categorization of Directors) when:
 
3.1.
The inside or affiliated outside director serves on any of the three key committees: audit, compensation, or nominating;
3.2.
The company lacks an audit, compensation, or nominating committee so that the full board functions as that committee;
3.3.
The company lacks a formal nominating committee, even if the board attests that the independent directors fulfill the functions of such a committee; or
3.4.
Independent directors make up less than a majority of the directors.
 
4. Director Competence
 
Attendance at Board and Committee Meetings:
 
Vote AGAINST or WITHHOLD from the entire board of directors (except new nominees, who should be considered CASE-BY-CASE) if:
 
4.1.
The company’s proxy indicates that not all directors attended 75 percent of the aggregate board and committee meetings, but fails to provide the required disclosure of the names of the director(s) involved.
 
Generally vote AGAINST or WITHHOLD from individual directors who:
 

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4.2.
Attend less than 75 percent of the board and committee meetings (with the exception of new nominees).
Acceptable reasons for director absences are generally limited to the following:
·  
Medical issues/illness;
·  
Family emergencies; and
·  
Missing only one meeting.
 
These reasons for directors' absences will only be considered by ISS if disclosed in the proxy or another SEC filing. If the disclosure is insufficient to determine whether a director attended at least 75 percent of board and committee meetings in aggregate, vote AGAINST or WITHHOLD from the director.
 
Overboarded Directors:
 
Vote AGAINST or WITHHOLD from individual directors who:
 
4.3.
Sit on more than six public company boards; or
4.4.
Are CEOs of public companies who sit on the boards of more than two public companies besides their own–withhold only at their outside boards.
 
Voting for Director Nominees in Contested Elections
 
Vote CASE-BY-CASE on the election of directors in contested elections, considering the following factors:
 
·  
Long-term financial performance of the target company relative to its industry;
·  
Management’s track record;
·  
Background to the proxy contest;
·  
Qualifications of director nominees (both slates);
·  
Strategic plan of dissident slate and quality of critique against management;
·  
Likelihood that the proposed goals and objectives can be achieved (both slates);
·  
Stock ownership positions.
 
Proxy Access
 
ISS supports proxy access as an important shareholder right, one that is complementary to other best-practice corporate governance features. However, in the absence of a uniform standard, proposals to enact proxy access may vary widely; as such, ISS is not setting forth specific parameters at this time and will take a case-by-case approach in evaluating these proposals.
 
Vote CASE-BY-CASE on proposals to enact proxy access, taking into account, among other factors:
 
·  
Company-specific factors; and
·  
Proposal-specific factors, including:
 
o     
The ownership thresholds proposed in the resolution (i.e., percentage and duration);
 
o     
The maximum proportion of directors that shareholders may nominate each year; and
 
o     
The method of determining which nominations should appear on the ballot if multiple shareholders submit nominations.
 
 

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Shareholder Rights & Defenses
 
Exclusive Venue
 
Vote CASE-BY-CASE on exclusive venue proposals, taking into account:
 
·  
Whether the company has been materially harmed by shareholder litigation outside its jurisdiction of incorporation, based on disclosure in the company’s proxy statement; and
·  
Whether the company has the following good governance features:
 
o     
An annually elected board;
 
o     
A majority vote standard in uncontested director elections; and
 
o     
The absence of a poison pill, unless the pill was approved by shareholders.

Poison Pills- Management Proposals to Ratify Poison Pill
 
Vote CASE-BY-CASE on management proposals on poison pill ratification, focusing on the features of the shareholder rights plan. Rights plans should contain the following attributes:
 
·  
No lower than a 20% trigger, flip-in or flip-over;
·  
A term of no more than three years;
·  
No dead-hand, slow-hand, no-hand or similar feature that limits the ability of a future board to redeem the pill;
·  
Shareholder redemption feature (qualifying offer clause); if the board refuses to redeem the pill 90 days after a qualifying offer is announced, 10 percent of the shares may call a special meeting or seek a written consent to vote on rescinding the pill.
 
In addition, the rationale for adopting the pill should be thoroughly explained by the company. In examining the request for the pill, take into consideration the company’s existing governance structure, including: board independence, existing takeover defenses, and any problematic governance concerns.
 

 
Poison Pills- Management Proposals to Ratify a Pill to Preserve Net Operating Losses (NOLs)
 
Vote AGAINST proposals to adopt a poison pill for the stated purpose of protecting a company's net operating losses (“NOLs”) if the term of the pill would exceed the shorter of three years and the exhaustion of the NOL.
 
Vote CASE-BY-CASE on management proposals for poison pill ratification, considering the following factors, if the term of the pill would be the shorter of three years (or less) and the exhaustion of the NOL:
 
·  
The ownership threshold to transfer (NOL pills generally have a trigger slightly below 5 percent);
·  
The value of the NOLs;
·  
Shareholder protection mechanisms (sunset provision, or commitment to cause expiration of the pill upon exhaustion or expiration of NOLs);
·  
The company's existing governance structure including: board independence, existing takeover defenses, track record of responsiveness to shareholders, and any other problematic governance concerns; and
·  
Any other factors that may be applicable.
 
Shareholder Ability to Act by Written Consent
 
Generally vote AGAINST management and shareholder proposals to restrict or prohibit shareholders' ability to act by written consent.
 

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Generally vote FOR management and shareholder proposals that provide shareholders with the ability to act by written consent, taking into account the following factors:
 
·  
Shareholders' current right to act by written consent;
·  
The consent threshold;
·  
The inclusion of exclusionary or prohibitive language;
·  
Investor ownership structure; and
·  
Shareholder support of, and management's response to, previous shareholder proposals.
 
Vote CASE-BY-CASE on shareholder proposals if, in addition to the considerations above, the company has the following governance and antitakeover provisions:
 
·  
An unfettered3 right for shareholders to call special meetings at a 10 percent threshold;
·  
A majority vote standard in uncontested director elections;
·  
No non-shareholder-approved pill; and
·  
An annually elected board.
 

 
CAPITAL/RESTRUCTURING
 
Common Stock Authorization
 
Vote FOR proposals to increase the number of authorized common shares where the primary purpose of the increase is to issue shares in connection with a transaction on the same ballot that warrants support.
 
Vote AGAINST proposals at companies with more than one class of common stock to increase the number of authorized shares of the class of common stock that has superior voting rights.
 
Vote AGAINST proposals to increase the number of authorized common shares if a vote for a reverse stock split on the same ballot is warranted despite the fact that the authorized shares would not be reduced proportionally.
 
Vote CASE-BY-CASE on all other proposals to increase the number of shares of common stock authorized for issuance. Take into account company-specific factors that include, at a minimum, the following:
 
·  
Past Board Performance:
 
o     
The company's use of authorized shares during the last three years
·  
The Current Request:
 
o     
Disclosure in the proxy statement of the specific purposes of the proposed increase;
 
o     
Disclosure in the proxy statement of specific and severe risks to shareholders of not approving the request; and
 
o     
The dilutive impact of the request as determined by an allowable increase calculated by ISS (typically 100 percent of existing authorized shares) that reflects the company's need for shares and total shareholder returns.

 

 
3 "Unfettered" means no restrictions on agenda items, no restrictions on the number of shareholders who can group together to reach the 10 percent threshold, and only reasonable limits on when a meeting can be called: no greater than 30 days after the last annual meeting and no greater than 90 prior to the next annual meeting.
 

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Preferred Stock Authorization
 
Vote FOR proposals to increase the number of authorized preferred shares where the primary purpose of the increase is to issue shares in connection with a transaction on the same ballot that warrants support.
 
Vote AGAINST proposals at companies with more than one class or series of preferred stock to increase the number of authorized shares of the class or series of preferred stock that has superior voting rights.
 
Vote CASE-BY-CASE on all other proposals to increase the number of shares of preferred stock authorized for issuance. Take into account company-specific factors that include, at a minimum, the following:
 
·  
Past Board Performance:
 
o     
The company's use of authorized preferred shares during the last three years;
·  
The Current Request:
 
o     
Disclosure in the proxy statement of the specific purposes for the proposed increase;
 
o     
Disclosure in the proxy statement of specific and severe risks to shareholders of not approving the request;
 
o     
In cases where the company has existing authorized preferred stock, the dilutive impact of the request as determined by an allowable increase calculated by ISS (typically 100 percent of existing authorized shares) that reflects the company's need for shares and total shareholder returns; and
 
o     
Whether the shares requested are blank check preferred shares that can be used for antitakeover purposes.

 
Dual Class Structure
 
Generally vote AGAINST proposals to create a new class of common stock unless:
 
·  
The company discloses a compelling rationale for the dual-class capital structure, such as:
 
o     
The company's auditor has concluded that there is substantial doubt about the company's ability to continue as a going concern; or
 
o     
The new class of shares will be transitory;
·  
The new class is intended for financing purposes with minimal or no dilution to current shareholders in both the short term and long term; and
·  
The new class is not designed to preserve or increase the voting power of an insider or significant shareholder.

 
Mergers and Acquisitions
 
Vote CASE –BY- CASE on mergers and acquisitions. Review and evaluate the merits and drawbacks of the proposed transaction, balancing various and sometimes countervailing factors including:
 
·  
Valuation - Is the value to be received by the target shareholders (or paid by the acquirer) reasonable? While the fairness opinion may provide an initial starting point for assessing valuation reasonableness, emphasis is placed on the offer premium, market reaction and strategic rationale.
·  
Market reaction - How has the market responded to the proposed deal? A negative market reaction should cause closer scrutiny of a deal.
·  
Strategic rationale - Does the deal make sense strategically? From where is the value derived? Cost and revenue synergies should not be overly aggressive or optimistic, but reasonably achievable. Management should also have a favorable track record of successful integration of historical acquisitions.
·  
Negotiations and process - Were the terms of the transaction negotiated at arm's-length? Was the process fair and equitable? A fair process helps to ensure the best price for shareholders. Significant negotiation "wins" can also
 
 

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signify the deal makers' competency. The comprehensiveness of the sales process (e.g., full auction, partial auction, no auction) can also affect shareholder value.
·  
Conflicts of interest - Are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider shareholders? As the result of potential conflicts, the directors and officers of the company may be more likely to vote to approve a merger than if they did not hold these interests. Consider whether these interests may have influenced these directors and officers to support or recommend the merger. The CIC figure presented in the "ISS Transaction Summary" section of this report is an aggregate figure that can in certain cases be a misleading indicator of the true value transfer from shareholders to insiders. Where such figure appears to be excessive, analyze the underlying assumptions to determine whether a potential conflict exists.
·  
Governance - Will the combined company have a better or worse governance profile than the current governance profiles of the respective parties to the transaction? If the governance profile is to change for the worse, the burden is on the company to prove that other issues (such as valuation) outweigh any deterioration in governance.
 

 
COMPENSATION
 
 
Executive Pay Evaluation
 

Underlying all evaluations are five global principles that most investors expect corporations to adhere to in designing and administering executive and director compensation programs:
 
1. 
Maintain appropriate pay-for-performance alignment, with emphasis on long-term shareholder value: This principle encompasses overall executive pay practices, which must be designed to attract, retain, and appropriately motivate the key employees who drive shareholder value creation over the long term. It will take into consideration, among other factors, the link between pay and performance; the mix between fixed and variable pay; performance goals; and equity-based plan costs;
2. 
Avoid arrangements that risk “pay for failure”: This principle addresses the appropriateness of long or indefinite contracts, excessive severance packages, and guaranteed compensation;
3. 
Maintain an independent and effective compensation committee: This principle promotes oversight of executive pay programs by directors with appropriate skills, knowledge, experience, and a sound process for compensation decision-making (e.g., including access to independent expertise and advice when needed);
4. 
Provide shareholders with clear, comprehensive compensation disclosures: This principle underscores the importance of informative and timely disclosures that enable shareholders to evaluate executive pay practices fully and fairly;
5. 
Avoid inappropriate pay to non-executive directors: This principle recognizes the interests of shareholders in ensuring that compensation to outside directors does not compromise their independence and ability to make appropriate judgments in overseeing managers’ pay and performance. At the market level, it may incorporate a variety of generally accepted best practices.
 
 
Advisory Votes on Executive Compensation- Management Proposals (Management Say-on-Pay)
 
Vote CASE-BY-CASE on ballot items related to executive pay and practices, as well as certain aspects of outside director compensation.
 
Vote AGAINST Advisory Votes on Executive Compensation (Management Say-on-Pay – MSOP) if:
 
·  
There is a significant misalignment between CEO pay and company performance (pay for performance);
·  
The company maintains significant problematic pay practices;
·  
The board exhibits a significant level of poor communication and responsiveness to shareholders.
 
 

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Vote AGAINST or WITHHOLD from the members of the Compensation Committee and potentially the full board if:
 
·  
There is no MSOP on the ballot, and an AGAINST vote on an MSOP is warranted due to pay for performance misalignment, problematic pay practices, or the lack of adequate responsiveness on compensation issues raised previously, or a combination thereof;
·  
The board fails to respond adequately to a previous MSOP proposal that received less than 70 percent support of votes cast;
·  
The company has recently practiced or approved problematic pay practices, including option repricing or option backdating; or
·  
The situation is egregious.
 
 
Vote AGAINST an equity plan on the ballot if:
 
·  
A pay for performance misalignment is found, and a significant portion of the CEO’s misaligned pay is attributed to non-performance-based equity awards, taking into consideration:
 
o     
Magnitude of pay misalignment;
 
o     
Contribution of non-performance-based equity grants to overall pay; and
 
o     
The proportion of equity awards granted in the last three fiscal years concentrated at the named executive officer (NEO) level.
 
Primary Evaluation Factors for Executive Pay
 
Pay- for-Performance Evaluation
ISS annually conducts a pay-for-performance analysis to identify strong or satisfactory alignment between pay and performance over a sustained period. With respect to companies in the Russell 3000 index, this analysis considers the following:
 
1.     
Peer Group4 Alignment:
 
·
The degree of alignment between the company's TSR rank and the CEO's total pay rank within a peer group, as measured over one-year and three-year periods (weighted 40/60);
 
·
The multiple of the CEO's total pay relative to the peer group median.
2.     
Absolute Alignment: The absolute alignment between the trend in CEO pay and company TSR over the prior five fiscal years – i.e., the difference between the trend in annual pay changes and the trend in annualized TSR during the period.
 
If the above analysis demonstrates significant unsatisfactory long-term pay-for-performance alignment or, in the case of non-Russell 3000 index companies, misaligned pay and performance are otherwise suggested, analyze the following
 
 

4 The peer group is generally comprised of 14-24 companies that are selected using market cap, revenue (or assets for financial firms), and GICS industry group, via a process designed to select peers that are closest to the subject company, and where the subject company is close to median in revenue/asset size. The relative alignment evaluation will consider the company’s rank for both pay and TSR within the peer group (for one- and three-year periods) and the CEO’s pay relative to the median pay level in the peer group.
 
 

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qualitative factors to determine how various pay elements may work to encourage or to undermine long-term value creation and alignment with shareholder interests:
 
·  
The ratio of performance- to time-based equity awards;
·  
The ratio of performance-based compensation to overall compensation;
·  
The completeness of disclosure and rigor of performance goals;
·  
The company's peer group benchmarking practices;
·  
Actual results of financial/operational metrics, such as growth in revenue, profit, cash flow, etc., both absolute and relative to peers;
·  
Special circumstances related to, for example, a new CEO in the prior fiscal year or anomalous equity grant practices (e.g., biennial awards); and
·  
Any other factors deemed relevant.
 
Problematic Pay Practices
 
The focus is on executive compensation practices that contravene the global pay principles, including:
 
·  
Problematic practices related to non-performance-based compensation elements;
·  
Incentives that may motivate excessive risk-taking; and
·  
Options Backdating.
 
Problematic Pay Practices related to Non-Performance-Based Compensation Elements
 
Pay elements that are not directly based on performance are generally evaluated CASE-BY-CASE considering the context of a company's overall pay program and demonstrated pay-for-performance philosophy. Please refer to ISS' Compensation FAQ document for detail on specific pay practices that have been identified as potentially problematic and may lead to negative recommendations if they are deemed to be inappropriate or unjustified relative to executive pay best practices. The list below highlights the problematic practices that carry significant weight in this overall consideration and may result in adverse vote recommendations:
 
·  
Repricing or replacing of underwater stock options/SARS without prior shareholder approval (including cash buyouts and voluntary surrender of underwater options);
·  
Excessive perquisites or tax gross-ups, including any gross-up related to a secular trust or restricted stock vesting;
·  
New or extended agreements that provide for:
 
o     
CIC payments exceeding 3 times base salary and average/target/most recent bonus;
 
o     
CIC severance payments without involuntary job loss or substantial diminution of duties ("single" or "modified single" triggers);
 
o     
CIC payments with excise tax gross-ups (including "modified" gross-ups).
Incentives that may Motivate Excessive Risk-Taking
 
·  
Multi-year guaranteed bonuses;
·  
A single or common performance metric used for short- and long-term plans;
·  
Lucrative severance packages;
·  
High pay opportunities relative to industry peers;
·  
Disproportionate supplemental pensions; or
·  
Mega annual equity grants that provide unlimited upside with no downside risk.
 
 

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Factors that potentially mitigate the impact of risky incentives include rigorous claw-back provisions and robust stock ownership/holding guidelines.
 
 
Options Backdating
 
The following factors should be examined CASE-BY-CASE to allow for distinctions to be made between “sloppy” plan administration versus deliberate action or fraud:
 
·  
Reason and motive for the options backdating issue, such as inadvertent vs. deliberate grant date changes;
·  
Duration of options backdating;
·  
Size of restatement due to options backdating;
·  
Corrective actions taken by the board or compensation committee, such as canceling or re-pricing backdated options, the recouping of option gains on backdated grants; and
·  
Adoption of a grant policy that prohibits backdating, and creates a fixed grant schedule or window period for equity grants in the future.
 
 
Board Communications and Responsiveness
 

Consider the following factors CASE-BY-CASE when evaluating ballot items related to executive pay on the board’s responsiveness to investor input and engagement on compensation issues:
 
·  
Failure to respond to majority-supported shareholder proposals on executive pay topics; or
·  
Failure to adequately respond to the company's previous say-on-pay proposal that received the support of less than 70 percent of votes cast, taking into account:
 
o     
The company's response, including:
   
·
Disclosure of engagement efforts with major institutional investors regarding the issues that contributed to the low level of support;
   
·
Specific actions taken to address the issues that contributed to the low level of support;
   
·
Other recent compensation actions taken by the company;
 
o     
Whether the issues raised are recurring or isolated;
 
o     
The company's ownership structure; and
 
o     
Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness.

 
Frequency of Advisory Vote on Executive Compensation (Management "Say on Pay")
 
Vote FOR annual advisory votes on compensation, which provide the most consistent and clear communication channel for shareholder concerns about companies' executive pay programs.

 
Voting on Golden Parachutes in an Acquisition, Merger, Consolidation, or Proposed Sale
 
Vote CASE-BY-CASE on proposals to approve the company's golden parachute compensation, consistent with ISS' policies on problematic pay practices related to severance packages. Features that may lead to a vote AGAINST include:
 
 

ISS’ 2012 U.S. Proxy Voting Concise Guidelines
- 13 -
 
 
 
 

 
 
 

 
 
·  
Recently adopted or materially amended agreements that include excise tax gross-up provisions (since prior annual meeting);
·  
Recently adopted or materially amended agreements that include modified single triggers (since prior annual meeting);
·  
Single trigger payments that will happen immediately upon a change in control, including cash payment and such items as the acceleration of performance-based equity despite the failure to achieve performance measures;
·  
Single-trigger vesting of equity based on a definition of change in control that requires only shareholder approval of the transaction (rather than consummation);
·  
Potentially excessive severance payments;
·  
Recent amendments or other changes that may make packages so attractive as to influence merger agreements that may not be in the best interests of shareholders;
·  
In the case of a substantial gross-up from pre-existing/grandfathered contract: the element that triggered the gross-up (i.e., option mega-grants at low point in stock price, unusual or outsized payments in cash or equity made or negotiated prior to the merger); or
·  
The company's assertion that a proposed transaction is conditioned on shareholder approval of the golden parachute advisory vote. ISS would view this as problematic from a corporate governance perspective.
 
In cases where the golden parachute vote is incorporated into a company's separate advisory vote on compensation ("management "say on pay"), ISS will evaluate the "say on pay" proposal in accordance with these guidelines, which may give higher weight to that component of the overall evaluation.
 

 
Equity-Based and Other Incentive Plans
 
Vote CASE-BY-CASE on equity-based compensation plans. Vote AGAINST the equity plan if any of the following factors apply:
 
·  
The total cost of the company’s equity plans is unreasonable;
·  
The plan expressly permits repricing;
·  
A pay-for-performance misalignment is found;
·  
The company’s three year burn rate exceeds the burn rate cap of its industry group;
·  
The plan has a liberal change-of-control definition; or
·  
The plan is a vehicle for problematic pay practices.
 

 
Social/Environmental Issues
 
Overall Approach
 
When evaluating social and environmental shareholder proposals, ISS considers the following factors:
 
·  
Whether adoption of the proposal is likely to enhance or protect shareholder value;
·  
Whether the information requested concerns business issues that relate to a meaningful percentage of the company's business as measured by sales, assets, and earnings;
·  
The degree to which the company's stated position on the issues raised in the proposal could affect its reputation or sales, or leave it vulnerable to a boycott or selective purchasing;
·  
Whether the issues presented are more appropriately/effectively dealt with through governmental or company- specific action;
 

ISS’ 2012 U.S. Proxy Voting Concise Guidelines
- 14 -
 
 
 
 

 
 
 

 
 
·  
Whether the company has already responded in some appropriate manner to the request embodied in the proposal;
·  
Whether the company's analysis and voting recommendation to shareholders are persuasive;
·  
What other companies have done in response to the issue addressed in the proposal;
·  
Whether the proposal itself is well framed and the cost of preparing the report is reasonable;
·  
Whether implementation of the proposal’s request would achieve the proposal’s objectives;
·  
Whether the subject of the proposal is best left to the discretion of the board;
·  
Whether the requested information is available to shareholders either from the company or from a publicly available source; and
·  
Whether providing this information would reveal proprietary or confidential information that would place the company at a competitive disadvantage.
 

 
Political Spending & Lobbying Activities
 
Generally vote AGAINST proposals asking the company to affirm political nonpartisanship in the workplace so long as:
 
·  
There are no recent, significant controversies, fines or litigation regarding the company’s political contributions or trade association spending; and
·  
The company has procedures in place to ensure that employee contributions to company-sponsored political action committees (PACs) are strictly voluntary and prohibit coercion.
 
Vote AGAINST proposals to publish in newspapers and other media the company's political contributions. Such publications could present significant cost to the company without providing commensurate value to shareholders.
 
Generally vote FOR proposals requesting greater disclosure of a company's political contributions and trade association spending policies and activities. However, the following will be considered:
 
·  
The company's current disclosure of policies and oversight mechanisms related to its direct political contributions and payments to trade associations or other groups that may be used for political purposes, including information on the types of organizations supported and the business rationale for supporting these organizations; and
·  
Recent significant controversies, fines, or litigation related to the company's political contributions or political activities.
 
Vote AGAINST proposals barring the company from making political contributions. Businesses are affected by legislation at the federal, state, and local level; barring political contributions can put the company at a competitive disadvantage.
 
Vote AGAINST proposals asking for a list of company executives, directors, consultants, legal counsels, lobbyists, or investment bankers that have prior government service and whether such service had a bearing on the business of the company. Such a list would be burdensome to prepare without providing any meaningful information to shareholders.
 
Vote CASE-BY-CASE on proposals requesting information on a company's lobbying activities, including direct lobbying as well as grassroots lobbying activities, considering:
 
·  
The company's current disclosure of relevant policies and oversight mechanisms;
·  
Recent significant controversies, fines, or litigation related to the company's public policy activities; and
·  
The impact that the policy issues may have on the company's business operations.
 

 
 

ISS’ 2012 U.S. Proxy Voting Concise Guidelines
 - 15 -
 
 
 
 

 

 
 
Hydraulic Fracturing
 
Generally vote FOR proposals requesting greater disclosure of a company's (natural gas) hydraulic fracturing operations, including measures the company has taken to manage and mitigate the potential community and environmental impacts of those operations, considering:
 
·  
The company's current level of disclosure of relevant policies and oversight mechanisms;
·  
The company's current level of such disclosure relative to its industry peers;
·  
Potential relevant local, state, or national regulatory developments; and
·  
Controversies, fines, or litigation related to the company's hydraulic fracturing operations.
 

 
Disclosure/Disclaimer
 
 
This document and all of the information contained in it, including without limitation all text, data, graphs, and charts (collectively, the "Information") is the property of Institutional Shareholder Services Inc. (ISS), its subsidiaries, or, in some cases third party suppliers.
 
The Information has not been submitted to, nor received approval from, the United States Securities and Exchange Commission or any other regulatory body. None of the Information constitutes an offer to sell (or a solicitation of an offer to buy), or a promotion or recommendation of, any security, financial product or other investment vehicle or any trading strategy, and ISS does not endorse, approve, or otherwise express any opinion regarding any issuer, securities, financial products or instruments or trading strategies.
 
The user of the Information assumes the entire risk of any use it may make or permit to be made of the Information.
 
ISS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE INFORMATION AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, TIMELINESS, NON-INFRINGEMENT, COMPLETENESS, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE) WITH RESPECT TO ANY OF THE INFORMATION.
 
Without limiting any of the foregoing and to the maximum extent permitted by law, in no event shall ISS have any liability regarding any of the Information for any direct, indirect, special, punitive, consequential (including lost profits), or any other damages even if notified of the possibility of such damages. The foregoing shall not exclude or limit any liability that may not by applicable law be excluded or limited.
 

 
 

ISS’ 2012 U.S. Proxy Voting Concise Guidelines
 - 16 -
 
 
 
 

 
 
 

 
APPENDIX B*
 
 
2012 TAFT-HARTLEY U.S. PROXY VOTING GUIDELINES
 
 
 
 
 
* Please note that what follows is the “Proxy Voting Policy Statement” component of the “Taft-Hartley Advisory Services Proxy Voting Policy Statement and Guidelines”. Detailed guidelines are available upon request.
 
 
 
 

 
 
 

 
 
TAFT-HARTLEY ADVISORY SERVICES
 
PROXY VOTING POLICY STATEMENT AND GUIDELINES
 
This statement sets forth the proxy voting policy of ISS’ Taft-Hartley Advisory Services. The U.S. Department of Labor (DOL) has stated that the fiduciary act of managing plan assets that are shares of corporate stock includes the voting of proxies appurtenant to those shares of stock and that trustees may delegate this duty to an investment manager. ERISA section 3(38) defines an investment manager as any fiduciary who is registered as an investment adviser under the Investment Advisor Act of 1940. ISS is a registered investment adviser under the Investment Advisor Act of 1940.
 
Taft-Hartley Advisory Services will vote the proxies of its clients solely in the interest of their participants and beneficiaries and for the exclusive purpose of providing benefits to them. The interests of participants and beneficiaries will not be subordinated to unrelated objectives. Taft-Hartley Advisory Services shall act with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. When proxies due to Taft-Hartley Advisory Services’ clients have not been received, Taft-Hartley Advisory Services will make reasonable efforts to obtain missing proxies. Taft-Hartley Advisory Services is not responsible for voting proxies it does not receive.
 
Taft-Hartley Advisory Services shall analyze each proxy on a case-by-case basis, informed by the guidelines elaborated below, subject to the requirement that all votes shall be cast solely in the long-term interest of the participants and beneficiaries of the plans. Taft-Hartley Advisory Services does not intend for these guidelines to be exhaustive. Hundreds of issues appear on proxy ballots every year, and it is neither practical nor productive to fashion voting guidelines and policies which attempt to address every eventuality. Rather, Taft-Hartley Advisory Services’ guidelines are intended to cover the most significant and frequent proxy issues that arise. Issues not covered by the guidelines shall be voted in the interest of plan participants and beneficiaries of the plan based on a worker-owner view of long-term corporate value. Taft-Hartley Advisory Services shall revise its guidelines as events warrant and will remain in full conformity with the AFL-CIO proxy voting policy.
 
Taft-Hartley Advisory Services shall report annually to its clients on proxy votes cast on their behalf. These proxy voting reports will demonstrate Taft-Hartley Advisory Services’ compliance with its responsibilities and will facilitate clients’ monitoring of Taft-Hartley Advisory Services. A copy of this Proxy Voting Policy Statement and Guidelines is provided to each client at the time Taft-Hartley Advisory Services is retained. Taft-Hartley Advisory Services shall provide its clients with revised copies of this proxy voting policy statement and guidelines whenever significant revisions have been made.
 
 
 
Taft Hartley Advisory Services’ guidelines
based on AFL-CIO proxy voting policy
2012 Taft-Hartley U.S. Proxy Voting Guidelines
- 6 -
 
 
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