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: 811-21765
Macquarie Global Infrastructure Total Return Fund Inc.
(Exact name of registrant as specified in charter)
125 West 55th Street, New York, NY 10019
(Address of principal executive offices) (Zip code)
JoEllen L. Legg, Esq.
ALPS Fund Services, Inc.
1290 Broadway, Suite 1100
Denver, Colorado 80203
(Name and address of agent for service)
Registrants telephone number, including area code: (303) 623-2577
Date of fiscal year end: November 30
Date of reporting period: December 1, 2010 - May 31, 2011
Item 1. Reports to Stockholders.
CAUTION REGARDING FORWARD-LOOKING
STATEMENTS AND PAST PERFORMANCE
1
|
Shareholder Letter
MAY 31, 2011 (unaudited)
Unless otherwise indicated, all references to currency are to USD.
(1) | Calculated on a total return basis, adjusting for distributions and assuming dividend reinvestment. |
(2) | Source: ALPS Fund Services Inc., Bloomberg L.P. |
(3) | The Macquarie Global Infrastructure Index consists of approximately 249 infrastructure/utilities stocks in the FTSE Global All-Cap Index, and has a combined market capitalization after investability weighting of approximately $1.5 trillion as of May 31, 2011. The index return assumes reinvestment of dividends. |
(4) | The MSCI World is a stock market index of 1600 world stocks maintained by MSCI Inc. The index includes a collection of stocks of all the developed markets in the world, as defined by MSCI. |
2
|
(5) | Source: Vinci |
3
|
Shareholder Letter
MAY 31, 2011 (unaudited)
(6) Source: Spark Infrastructure
(7) Source: Bloomberg L.P.
4
|
Fund Diversification by Country & Sector
At the end of the Period, the Fund held positions in 44 global infrastructure stocks representing 15 countries and 12 infrastructure sectors.
The table below shows the top ten holdings in the Fund as of May 31, 2011.
Rank | Stock | Country | Infrastructure Sector (8) |
%(9) | ||||||
1 |
Atlantia | Italy | Toll Roads | 5.0 | ||||||
2 |
Vinci | France | Toll Roads | 4.6 | ||||||
3 |
Spark Infrastructure Group | Australia | Electricity & Gas Distribution | 4.5 | ||||||
4 |
PG&E | United States | Electric Utility | 4.2 | ||||||
5 |
Asciano | Australia | Seaports | 4.0 | ||||||
6 |
Aeroports de Paris | France | Airports | 3.8 | ||||||
7 |
National Grid | United Kingdom | Electricity Transmission | 3.6 | ||||||
8 |
GDF Suez | France | Electric Utility | 3.5 | ||||||
9 |
Hamburger Hafen und Logistik | Germany | Seaports | 3.5 | ||||||
10 |
Transcanada | Canada | Pipelines | 3.4 |
(8) | Industry sectors are based on the Managers own evaluation of issuers and industries, and do not necessarily track any standard industry or sector classification. |
(9) | Based on Total Assets as defined in the Prospectus. |
5
|
Shareholder Letter
MAY 31, 2011 (unaudited)
The tables below show the structure of the portfolio by country and sector.
Country |
% of Fund on November 30, 2010(9) |
% Point Change over Period |
% of Fund on May 31, 2011(9) | |||
United States |
21.3 | 1.8 | 23.1 | |||
Australia |
15.0 | -2.8 | 12.2 | |||
France |
12.8 | -0.8 | 12.0 | |||
China |
8.9 | -0.1 | 8.8 | |||
United Kingdom |
7.6 | -0.9 | 6.7 | |||
Italy |
5.8 | 0.7 | 6.5 | |||
Spain |
5.1 | -1.1 | 4.0 | |||
Canada |
4.7 | 0.3 | 5.0 | |||
Germany |
3.5 | 2.5 | 6.0 | |||
Japan |
3.4 | -0.7 | 2.7 | |||
Brazil |
2.7 | 0.8 | 3.5 | |||
Luxembourg |
2.0 | 0.6 | 2.6 | |||
Switzerland |
1.7 | | 1.7 | |||
South Korea |
1.5 | 0.1 | 1.6 | |||
Mexico |
1.3 | 1.0 | 2.3 | |||
Other Net Assets |
2.7 | -1.4 | 1.3 | |||
Infrastructure Sector(8) |
% of Fund on November 30, 2010(8)(9) |
% Point Change over Period |
% of Fund on May 31, 2011(8)(9) | |||
Toll Roads |
20.5 | -2.9 | 17.6 | |||
Electric Utility |
17.6 | 4.6 | 22.2 | |||
Pipelines |
12.8 | -0.2 | 12.6 | |||
Seaports |
9.6 | 0.8 | 10.4 | |||
Electricity Transmission |
9.0 | -2.4 | 6.6 | |||
Airports |
8.7 | 2.3 | 11.0 | |||
Electricity and Gas Distribution |
7.7 | -0.7 | 7.0 | |||
Water |
3.1 | -1.0 | 2.1 | |||
Electricity Generation |
2.3 | -2.3 | | |||
Communications |
2.0 | 1.6 | 3.6 | |||
Diversified |
2.0 | 0.4 | 2.4 | |||
Social Infrastructure |
2.0 | | 2.0 | |||
Rail / Other Transportation |
| 1.2 | 1.2 | |||
Other Net Assets |
2.7 | -1.4 | 1.3 |
(8) | Industry sectors are based on the Managers own evaluation of issuers and industries, and do not necessarily track any standard industry or sector classification. |
(9) | Based on Total Assets as defined in the Prospectus. |
6
|
(9) | Based on Total Assets as defined in the Prospectus. |
(10) | Infrastructure 2011: A Strategic Priority - Urban Land Institute and Ernst & Young |
7
|
Shareholder Letter
MAY 31, 2011 (unaudited)
8
|
Intentionally Left Blank Page
9
|
Schedule of Investments
MAY 31, 2011 (unaudited)
(Expressed in U.S. Dollars)
Description | Shares | Value $ | ||||||
COMMON STOCKS - 115.84% |
||||||||
Australia - 15.05% |
||||||||
Asciano, Ltd.(1) |
10,942,241 | $ | 18,460,030 | |||||
MAp Group(1) |
2,522,664 | 8,323,135 | ||||||
Spark Infrastructure Group(1)(6) |
15,892,764 | 20,957,305 | ||||||
Transurban Group(1) |
1,604,125 | 9,351,900 | ||||||
57,092,370 | ||||||||
Brazil - 4.35% |
||||||||
EDP Energias do Brasil SA(1) |
396,800 | 9,468,876 | ||||||
LLX Logistica SA(1)(2) |
2,363,600 | 7,055,970 | ||||||
16,524,846 | ||||||||
Canada - 6.12% |
||||||||
Enbridge, Inc. |
219,746 | 7,364,559 | ||||||
TransCanada Corp.(3) |
353,803 | 15,845,086 | ||||||
23,209,645 | ||||||||
China - 10.79% |
||||||||
Beijing Capital International |
14,422,000 | 6,805,498 | ||||||
Airport Co., Ltd.(2) |
||||||||
Beijing Enterprises Holdings, Ltd. |
2,231,500 | 11,362,148 | ||||||
Dalian Port PDA Co., Ltd. |
17,854,000 | 6,542,575 | ||||||
Jiangsu Expressway Co., Ltd. |
4,738,000 | 4,946,744 | ||||||
Zhejiang Expressway Co., Ltd. |
14,364,609 | 11,303,517 | ||||||
40,960,482 | ||||||||
France - 14.68% |
||||||||
Aeroports de Paris |
185,085 | 17,819,172 | ||||||
GDF Suez |
448,130 | 16,483,714 | ||||||
Vinci SA(3) |
331,350 | 21,379,342 | ||||||
55,682,228 | ||||||||
Germany - 7.38% |
||||||||
E.ON AG |
406,099 | 11,533,450 | ||||||
Hamburger Hafen und Logistik AG(1) |
343,823 | 16,456,875 | ||||||
27,990,325 | ||||||||
Italy - 7.95% |
||||||||
Atlantia SpA(1) |
980,079 | 23,173,351 | ||||||
Enel SpA |
1,019,964 | 7,007,409 | ||||||
30,180,760 |
See Notes to Financial Statements.
10
|
Description | Shares | Value $ | ||||||
Japan - 3.27% |
||||||||
East Japan Railway Co.(3) |
94,247 | $ | 5,480,687 | |||||
Tokyo Gas Co., Ltd. |
1,634,473 | 6,938,138 | ||||||
12,418,825 | ||||||||
Luxembourg - 3.24% |
||||||||
SES SA |
457,116 | 12,298,215 | ||||||
|
||||||||
Mexico - 2.79% |
||||||||
Grupo Aeroportuario del |
1,368,706 | 5,601,297 | ||||||
Pacifico SA de CV - Class B |
||||||||
Grupo Aeroportuario del Sureste |
83,118 | 4,996,223 | ||||||
SAB de CV - ADR |
||||||||
10,597,520 | ||||||||
South Korea - 1.96% |
||||||||
Korea Electric Power Corp.(2) |
268,430 | 7,424,951 | ||||||
|
||||||||
Spain - 4.87% |
||||||||
Abertis Infraestructuras SA |
512,464 | 11,821,894 | ||||||
Red Electrica de Espana SA(1) |
109,935 | 6,639,955 | ||||||
18,461,849 | ||||||||
Switzerland - 2.08% |
||||||||
Flughafen Zuerich AG(1) |
17,650 | 7,884,453 | ||||||
|
||||||||
United Kingdom - 8.24% |
||||||||
Centrica Plc |
895,647 | 4,686,713 | ||||||
National Grid Plc |
1,632,583 | 16,811,926 | ||||||
Severn Trent Plc(1) |
391,860 | 9,759,435 | ||||||
31,258,074 | ||||||||
United States - 23.07% |
||||||||
American Electric Power Co., Inc. |
239,000 | 9,129,800 | ||||||
American Tower Corp. - Class A(2) |
78,100 | 4,332,988 | ||||||
Corrections Corp. of America(1)(2) |
407,500 | 9,372,500 | ||||||
ITC Holdings Corp.(1) |
100,679 | 7,278,085 | ||||||
NextEra Energy, Inc.(1) |
235,000 | 13,618,250 |
See Notes to Financial Statements.
11
|
Schedule of Investments
MAY 31, 2011 (unaudited)
(Expressed in U.S. Dollars)
Description | Shares | Value $ | ||||||||||
United States - 23.07% (Continued) |
||||||||||||
PG&E Corp.(1) |
455,800 | $ | 19,772,604 | |||||||||
Southern Co. |
226,400 | 9,074,112 | ||||||||||
Spectra Energy Corp.(1) |
334,100 | 9,217,819 | ||||||||||
The Williams Cos., Inc. |
183,100 | 5,747,509 | ||||||||||
87,543,667 | ||||||||||||
Total Common Stocks |
439,528,210 | |||||||||||
(Cost $415,060,569) |
||||||||||||
MASTER LIMITED PARTNERSHIPS - 5.33% |
||||||||||||
United States - 5.33% |
||||||||||||
Energy Transfer Equity LP |
111,072 | 4,680,574 | ||||||||||
Enterprise Products Partners LP(1) |
206,378 | 8,593,580 | ||||||||||
Magellan Midstream Partners LP(1) |
117,467 | 6,937,601 | ||||||||||
20,211,755 | ||||||||||||
Total Master Limited Partnerships |
20,211,755 | |||||||||||
(Cost $17,115,553) |
||||||||||||
Description | 7 Day Yield | Shares | Value$ | |||||||||
SHORT TERM INVESTMENTS - 0.83% |
||||||||||||
Money Market Fund - 0.83% |
||||||||||||
Northern Institutional Government Select Portfolio |
0.010 | % | 3,155,954 | 3,155,954 | ||||||||
|
||||||||||||
Total Short Term Investments |
3,155,954 | |||||||||||
(Cost $3,155,954) |
||||||||||||
Total Investments - 122.00% |
462,895,919 | |||||||||||
(Excluding investments purchased with cash collateral from securities loaned) | ||||||||||||
(Cost $435,332,076) |
||||||||||||
INVESTMENTS PURCHASED WITH CASH COLLATERAL FROM SECURITIES LOANED - 5.90% |
||||||||||||
Invesco Short-Term Investments Trust, Liquid Assets Portfolio, Institutional Class(4) |
0.020 | % | 22,368,555 | 22,368,555 | ||||||||
|
||||||||||||
Total Investments Purchased with Cash Collateral From Securities Loaned |
$ | 22,368,555 | ||||||||||
(Cost $22,368,555) |
See Notes to Financial Statements.
12
|
Total Investments - 127.90% |
$ | 485,264,474 | ||
(Cost $457,700,631) |
||||
Other Liabilities Less Other Assets - (5.16)% |
(19,563,966 | ) | ||
Leverage Facility - (22.74)%(5)
|
(86,287,477 | ) | ||
Total Net Assets - 100.00% |
$ | 379,413,031 |
(1) | All or a portion of the security is available to serve as collateral on the outstanding leverage._The aggregate market value of the collateralized securities totals $205,850,242 as of May 31, 2011. |
(2) | Non-Income Producing Security. |
(3) | All or a portion of the security is on loan as of May 31, 2011. |
(4) | The security has been segregated to satisfy the commitment to return the cash collateral received in securities lending transactions upon the borrowers return of the securities loaned. (Note 7) |
(5) | Leverage facility expressed as a percentage of net assets. However, leverage limitations are calculated based on Total Assets as defined in the Funds Prospectus. (See Note 6 under Notes to Financial Statements). |
(6) | Security is not registered, but may be resold only to qualified institutional buyers in transactions exempt from registration with accordance to Rule 144A under the Securities Act of 1933 and are technically considered restricted securities. |
Common Abbreviations:
ADR | American depositary receipt. | |
AG | Aktiengesellschaft is a German term that refers to a corporation that is limited by shares, i.e., | |
owned by shareholders. | ||
LP | Limited Partnership. | |
Ltd. | Limited. | |
Plc | Public Limited Company. | |
SA | Generally designates corporations in various countries, mostly those employing the civil law. | |
SA de CV | Sociedad Anonima de Capital Variable is a Spanish Variable Capital Company. | |
SAB de CV | Sociedad Anonima Bursatil de Capital Variable is a Spanish Variable Capital Company. | |
SpA | Societeta Per Azioni is an Italian shared company. |
See Notes to Financial Statements.
13
|
Statement of Assets and Liabilities
MAY 31, 2011 (unaudited)
(Expressed in U.S. Dollars)
ASSETS: |
||||
Investments,* at value (Cost $457,700,631) |
$ | 485,264,474 | ||
Foreign currency, at value (Cost $1,792,004) |
1,929,506 | |||
Dividends receivable |
1,797,020 | |||
Tax reclaim receivable |
390,137 | |||
Securities lending interest receivable |
94,248 | |||
Other assets |
16,910 | |||
Total Assets |
489,492,295 | |||
LIABILITIES: |
||||
Payable for collateral upon return of securities loaned (Note 7) |
22,368,555 | |||
Loans payable, at value (Cost $84,000,000) (Note 6) |
86,287,477 | |||
Accrued investment advisory expense |
1,110,140 | |||
Accrued administration expense |
33,973 | |||
Accrued directors expense |
33,300 | |||
Accrued legal expense |
31,370 | |||
Accrued interest on loans payable |
20,157 | |||
Other payables and accrued expenses |
194,292 | |||
Total Liabilities |
110,079,264 | |||
Net Assets |
$ | 379,413,031 | ||
COMPOSITION OF NET ASSETS: |
||||
Paid-in capital |
$ | 415,830,546 | ||
Accumulated net investment income |
2,845,046 | |||
Accumulated net realized loss on investments |
(64,721,368 | ) | ||
Net unrealized appreciation on investments and foreign currency translation |
25,458,807 | |||
Net Assets |
$ | 379,413,031 | ||
Shares of common stock outstanding at $0.001 par value, 100,000,000 shares authorized |
17,317,074 | |||
Net Asset Value Per Share |
$ | 21.91 |
* | At May 31, 2011, securities with a market value of $21,443,991, were on loan to brokers. |
See Notes to Financial Statements.
14
|
Statement of Operations
FOR THE SIX MONTHS ENDED MAY 31, 2011 (unaudited)
(Expressed in U.S. Dollars)
INVESTMENT INCOME: |
||||
Dividends (net of foreign withholding tax $801,028) |
$ | 9,383,882 | ||
Securities lending income |
121,217 | |||
Interest |
2,806 | |||
Total Investment Income |
9,507,905 | |||
EXPENSES: |
||||
Investment advisory |
2,156,265 | |||
Interest on loan |
795,104 | |||
Administration |
199,452 | |||
Legal |
101,486 | |||
Directors |
98,007 | |||
Audit & tax services |
77,986 | |||
Custody |
53,443 | |||
Insurance |
50,449 | |||
Printing |
41,943 | |||
Transfer agent |
12,770 | |||
Miscellaneous |
57,827 | |||
Total Expenses |
3,644,732 | |||
Net Investment Income |
5,863,173 | |||
Net realized gain on: |
||||
Investment securities |
9,100,364 | |||
Foreign currency transactions |
177,968 | |||
Net change in unrealized appreciation/depreciation on: |
||||
Investment securities |
38,678,580 | |||
Translation of assets and liabilities denominated in foreign currencies |
(2,543,503 | ) | ||
Net Realized and Unrealized Gain on Investments |
45,413,409 | |||
Net Increase in Net Assets From Operations |
$ | 51,276,582 |
See Notes to Financial Statements.
15
|
Statements of Changes in Net Assets
(Expressed in U.S. Dollars)
For the Six Month Ended May 31, 2011 (unaudited) |
For the Year Ended November 30, 2010 |
|||||||
FROM OPERATIONS: |
||||||||
Net investment income |
$ | 5,863,173 | $ | 9,352,453 | ||||
Net realized gain/loss on: |
||||||||
Investment securities |
9,100,364 | 24,411,194 | ||||||
Interest rate swap contract |
| (2,023,812 | ) | |||||
Foreign currency transactions |
177,968 | (1,303,698 | ) | |||||
Net change in unrealized appreciation/depreciation on investments and foreign currency translation |
36,135,077 | 3,645,242 | ||||||
Net Increase in Net Assets From Operations |
51,276,582 | 34,081,379 | ||||||
DISTRIBUTIONS TO COMMON SHAREHOLDERS: |
||||||||
From net investment income |
(6,234,148 | ) | (18,009,758 | ) | ||||
Total Distributions |
(6,234,148 | ) | (18,009,758 | ) | ||||
Net Increase in Net Assets |
45,042,434 | 16,071,621 | ||||||
NET ASSETS: |
||||||||
Beginning of period |
$ | 334,370,597 | $ | 318,298,976 | ||||
End of period* |
$ | 379,413,031 | $ | 334,370,597 | ||||
*Includes Accumulated Net Investment Income of: |
$ | 2,845,046 | $ | 3,216,021 |
See Notes to Financial Statements.
16
|
Statement of Cash Flows
FOR THE SIX MONTHS ENDED MAY 31, 2011 (unaudited)
(Expressed in U.S. Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||
Net increase in net assets from operations |
$ | 51,276,582 | ||
Adjustments to reconcile net increase in net assets from operations to net cash provided by operating activities: | ||||
Purchase of investment securities |
(121,137,048 | ) | ||
Proceeds from disposition of investment securities |
115,557,133 | |||
Net realized gain on investments |
(9,278,332 | ) | ||
Proceeds from disposition of short-term investment securities |
4,245,886 | |||
Net change in unrealized appreciation/depreciation on investments and translation of assets and liabilities denominated in foreign currencies |
(33,539,692 | ) | ||
Decrease in receivable for collateral for securities loaned |
822,362 | |||
Decrease in payable for investment securities purchased |
(4,017,443 | ) | ||
Decrease in payable upon return of securities loaned |
(822,362 | ) | ||
Decrease in receivable for investment securities sold |
3,270,990 | |||
Increase in dividends receivable |
(1,313,861 | ) | ||
Decrease in tax reclaim receivable |
113,514 | |||
Decrease in securities lending interest receivable |
2,415 | |||
Decrease in other assets |
50,447 | |||
Decrease in accrued interest on loan payable |
(17,350 | ) | ||
Increase in accrued investment advisory expense |
63,543 | |||
Decrease in accrued legal expense |
(7,738 | ) | ||
Increase in accrued administration expense |
1,096 | |||
Decrease in accrued directors expense |
(5,990 | ) | ||
Decrease in other payables and accrued expenses |
(6,952 | ) | ||
Net Cash Provided by Operating Activities |
5,257,200 | |||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||
Cash distributions paid |
(6,234,148 | ) | ||
Net Cash Used in Financing Activities |
(6,234,148 | ) | ||
Effect of exchange rates on cash |
(2,365,535 | ) | ||
Net decrease in cash |
(3,342,483 | ) | ||
Cash and foreign currency, beginning balance |
$ | 5,271,989 | ||
Cash and foreign currency, ending balance |
$ | 1,929,506 | ||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
||||
Cash paid during the period for interest from bank borrowing: |
$ | 777,754 |
See Notes to Financial Statements.
17
|
Financial Highlights
(Expressed in U.S. Dollars)
For the Six Months Ended May 31, 2011 (unaudited) |
||||
PER COMMON SHARE OPERATING PERFORMANCE: |
||||
Net asset value - beginning of period |
$ | 19.31 | ||
Income from investment operations: |
||||
Net investment income |
0.33 | |||
Net realized and unrealized gain/loss on investments |
2.63 | |||
Total from Investment Operations |
2.96 | |||
DISTRIBUTIONS TO COMMON SHAREHOLDERS FROM: |
||||
Net investment income |
(0.36 | ) | ||
Net realized gains on investments |
| |||
Total Distributions |
(0.36 | ) | ||
Net asset value - end of period |
$ | 21.91 | ||
Market Price - end of period |
$ | 18.75 | ||
Total Investment Return - Net Asset Value(1) |
15.75 | % | ||
Total Investment Return - Market Price(1) |
16.35 | % | ||
RATIOS AND SUPPLEMENTAL DATA: |
||||
Net assets attributable to common shares, at end of period (000s) |
$ | 379,413 | ||
Ratios to average net assets attributable to common shareholders: |
||||
Expenses(2) |
2.02 | %(3) | ||
Expenses excluding interest expense |
1.58 | %(3) | ||
Net investment income |
3.25 | %(3) | ||
Portfolio turnover rate |
26 | % | ||
BORROWINGS AT END OF PERIOD: |
||||
Aggregate Amount Outstanding (000s) |
$ | 86,287 | ||
Asset Coverage Ratio to Total Assets(4) |
540 | % |
(1) | Total investment return is calculated assuming a purchase of a common share at the opening on the first day and a sale at closing on the last day of each period reported. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Funds dividend reinvestment plan. Total investment returns exclude brokerage commissions on buying and selling of MGU shares, but do include commissions on buying and selling the underlying portfolio securities. Past performance is not a guarantee of future results. |
(2) | For the six months ended May 31, 2011 and the years ended November 30, 2010, 2009, 2008, 2007 and 2006, the annualized ratios to Total Assets were 1.64%, 1.72%, 2.00%, 2.33%, 2.46% and 2.66%, respectively. The prospectus for the Fund defines Total Assets as Total Net Assets plus leverage. |
(3) | Annualized. |
(4) | Asset coverage ratios are calculated based on Total Assets as defined in the Funds Prospectus. (See Note 6 Under Notes to Financial Statements). |
See Notes to Financial Statements.
18
|
For the Years Ended November 30, | ||||||||||||||||||
2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||
$ | 18.38 | $ | 14.31 | $ | 35.35 | $ | 28.81 | $ | 22.93 | |||||||||
0.54 | 0.69 | 1.40 | 1.30 | 1.29 | ||||||||||||||
1.43 | 4.11 | (16.86 | ) | 7.34 | 6.14 | |||||||||||||
1.97 | 4.80 | (15.46 | ) | 8.64 | 7.43 | |||||||||||||
(1.04 | ) | (0.73 | ) | (1.60 | ) | (2.10 | ) | (1.55 | ) | |||||||||
| | (3.98 | ) | | | |||||||||||||
(1.04 | ) | (0.73 | ) | (5.58 | ) | (2.10 | ) | (1.55 | ) | |||||||||
$ | 19.31 | $ | 18.38 | $ | 14.31 | $ | 35.35 | $ | 28.81 | |||||||||
$ | 16.44 | $ | 14.99 | $ | 10.18 | $ | 31.45 | $ | 26.87 | |||||||||
12.05 | % | 36.18 | % | (50.69 | %) | 31.51 | % | 34.43 | % | |||||||||
16.98 | % | 56.12 | % | (60.57 | %) | 25.45 | % | 38.95 | % | |||||||||
$ | 334,371 | $ | 318,299 | $ | 247,759 | $ | 604,702 | $ | 489,844 | |||||||||
2.19 | % | 2.63 | % | 3.14 | % | 3.12 | % | 3.57 | % | |||||||||
1.69 | % | 1.76 | % | 1.69 | % | 1.54 | % | 1.69 | % | |||||||||
2.89 | % | 4.56 | % | 5.42 | % | 3.95 | % | 5.15 | % | |||||||||
85 | % | 71 | % | 34 | % | 41 | % | 26 | % | |||||||||
$ | 83,692 | $ | 82,000 | $ | 90,000 | $ | 150,000 | $ | 150,000 | |||||||||
500 | % | 488 | % | 375 | % | 503 | % | 427 | % |
19
|
Notes to Financial Statements
MAY 31, 2011 (unaudited)
20
|
21
|
Notes to Financial Statements
MAY 31, 2011 (unaudited)
22
|
The following is a summary of the inputs used as of May 31, 2011 in valuing the Funds investments carried at value:
Investments in | Valuation Inputs | |||||||||||||||
Securities at Value* | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Common Stocks |
$ | 439,528,210 | $ | | $ | | $ | 439,528,210 | ||||||||
Master Limited Partnerships |
20,211,755 | | | 20,211,755 | ||||||||||||
Short-Term Investments |
| 3,155,954 | | 3,155,954 | ||||||||||||
Investments Purchased with Cash Collateral from Securities Loaned |
| 22,368,555 | | 22,368,555 | ||||||||||||
Total |
$ | 459,739,965 | $ | 25,524,509 | $ | | $ | 485,264,474 |
* | For detailed country descriptions, see accompanying Schedule of Investments. For the six months ended May 31, 2011, the Fund did not have significant unobservable inputs (Level 3) used in determining fair value. Therefore, a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value is not applicable. |
23
|
Notes to Financial Statements
MAY 31, 2011 (unaudited)
24
|
25
|
Notes to Financial Statements
MAY 31, 2011 (unaudited)
26
|
As of November 30, 2010, deferred post-October losses were as follows:
Currency |
$ | 264,004 |
As of November 30, 2010, the components of distributable earnings on a tax basis were as follows:
Ordinary income |
$ | 4,711,306 | ||
Accumulated capital loss |
(76,814,894 | ) | ||
Unrealized depreciation |
(5,688,946 | ) | ||
Cumulative effect of other timing differences |
(3,667,415 | ) | ||
Total |
$ | (81,459,949 | ) |
As of May 31, 2011, net unrealized appreciation/depreciation of investments based on federal tax costs was as follows:
Gross appreciation on investments (excess of value over tax cost) |
$ | 50,241,775 | ||
Gross depreciation on investments (excess of tax cost over value) |
(19,924,802 | ) | ||
Net unrealized appreciation |
30,316,973 | |||
Total cost for federal income tax purposes |
$ | 454,947,501 |
The differences between book and tax net unrealized depreciation and cost were primarily due to the differing tax treatment of master limited partnerships and wash sale deferrals. The other timing differences are due to the partially estimated application of the passive activity loss rules related to the Funds investments in master limited partnerships and the deferral of post-October losses.
3. Capital Transactions
For The Six Months Ended May 31, 2011 |
For The Year Ended 2010 | |||
Common Shares Outstanding-beginning of period |
17,317,074 | 17,317,074 | ||
Common shares outstanding-end of period |
17,317,074 | 17,317,074 |
27
|
Notes to Financial Statements
MAY 31, 2011 (unaudited)
28
|
29
|
Notes to Financial Statements
MAY 31, 2011 (unaudited)
30
|
31
|
Additional Information
MAY 31, 2011 (unaudited)
32
|
33
|
Additional Information
MAY 31, 2011 (unaudited)
34
|
Intentionally Left Blank Page
35
|
Directors & Officers
MAY 31, 2011 (unaudited)
Certain biographical and other information relating to the Directors and Executive Officers of the Fund is set out below, including their ages, their principal occupations for at least the last five years, the length of time served, the total number of portfolios overseen in the complex of funds advised by the Manager (MCIM-Affiliate Advised Funds), and other public directorships.
Biographical Information of the Non-Interested Directors of the Fund
Name, Age and Address(1) of Officer |
Position(s) Held with the Fund |
Term of Office and Length of Time Served | ||
Gordon A. Baird*, 42 | Director | Since July 22, 2005 Term expires 2012.
| ||
Thomas W. Hunersen*, 53 | Director | Since July 12, 2005 Term expires 2013.
| ||
Chris LaVictoire Mahai*, 55 | Director | Since July 12, 2005 Term expires 2014.
|
Biographical Information of the Interested Directors of the Fund
Name, Age and Address(1) of Officer |
Position(s) Held with the Fund |
Term of Office and Length of Time Served | ||
Brad Frishberg, 44 125 West 55th Street New York, NY 10019
|
Director | Since January 18, 2011 Term expires 2014. |
(1) | Each Director may be contacted by writing to the Director, c/o Macquarie Global Infrastructure Total Return Fund, 1290 Broadway, Suite 1100, Denver, CO 80203. |
* | Member of the Audit Committee |
36
|
Principal Occupation(s) During Past Five Years |
Number of MCIM-Affiliate Advised Funds Overseen |
Other Public Directorships | ||||
Mr. Baird is an advisor to Thomas H. Lee Partners L.P. (a Boston-based private equity firm) and had been Chief Executive Officer and member of the Board of Directors of Paramax Capital Partners LLC, 2003 2011.
|
1 | None | ||||
Mr. Hunersen is Group Executive Corporate Development at Anglo Irish Bank Corporation (state- owned bank based in Ireland), Dublin, Republic of Ireland. Previously, he managed CKW Associates, Inc. (investment and consulting company), 2006 2009; Head of Strategy Projects North America, Global Wholesale Banking Bank of Ireland (commercial Irish bank), Greenwich, Connecticut, 2004; Chief Executive Officer, Slingshot Game Technology Inc. (computer game company), Natick, Massachusetts, 2001 2003; and Executive Vice President, General Manager and Global Head of Energy & Utilities, National Australia Bank Limited, Melbourne, London and New York, 1987 2001.
|
1 | None | ||||
Ms. Mahai has been Owner/Managing Member/ Partner of Aveus, LLC (general management consulting) since 1999.
|
1 | None | ||||
|
||||||
Principal Occupation(s) During Past Five Years |
Number of MCIM-Affiliate Advised Funds Overseen |
Other Public Directorships | ||||
Mr. Frishberg has been Managing Director and Chief Investment Officer of Infrastructure Securities of Macquarie Funds Group since December 2009. Previously, he was Managing Director and U.S. Equity Portfolio Manager of JP Morgan Asset Management from 2000 to 2008.
|
1 | None |
37
|
Directors & Officers
MAY 31, 2011 (unaudited)
Biographical Information of the Executive Officers of the Fund
Name, Age and Address(2) of Officer |
Position(s) Held with the Fund |
Term of Office and Length of Time Served | ||
Brad Frishberg, 44 125 West 55th Street New York, NY 10019
|
Chief Executive Officer | Since May 31, 2010 | ||
Richard Butt, 54 125 West 55th Street New York, NY 10019
|
Chief Financial Officer, Treasurer and Secretary |
From October 19, 2006 through January 31, 2011 | ||
Meredith Meyer, 38 125 West 55th Street New York, NY 10019
|
Chief Financial Officer and Treasurer |
Since February 1, 2011 | ||
Brett Byrd, 43 555 South Flower St., Suite 3300 Los Angeles, CA 90017
|
Chief Compliance Officer | From April 20, 2010 through February 14, 2011 | ||
James Blake, 48 125 West 55th Street New York, NY 10019
|
Chief Compliance Officer | Since February 14, 2011 | ||
John H. Kim, 40 125 West 55th Street New York, NY 10019 |
Chief Legal Officer and Secretary |
Since February 1, 2011 |
(2) | Each officer serves an indefinite term. |
38
|
Principal Occupation(s) During Past Five Years | ||
Mr. Frishberg has been Managing Director and Chief Investment Officer of Infrastructure Securities of Macquarie Funds Group since December 2009. Previously, he was Managing Director and U.S. Equity Portfolio Manager of JP Morgan Asset Management from 2000 to 2008.
| ||
Mr. Butt was Director and Chairman, Macquarie Capital Investment Management LLC, September 2006 January 2011; and President, Macquarie Capital Investment Management LLC, December 2006 January 2011. Previously, he was Director, Macquarie Capital Investment Management (Australia) Limited, November 2006 February 2008; President Refco Fund Holdings, LLC, November 2003 August 2006; Senior Vice President, Refco Alternative Investments, LLC, October 2003 November 2003; President, Refco Alternative Investments, LLC, November 2003 August 2006; and President, Refco Commodity Management, Inc., September 2005 August 2006.
| ||
Ms. Meyer has been a Vice President of Macquarie Funds Group since June 2009 and served as Manager of Macquarie Funds Group from 2007 to 2009. She also has served as the Chief Operating Officer of Macquarie Capital Investment Management, LLC since 2009. Previously, she was Vice President at Marsh & McLennan Companies from 2003 to 2006.
| ||
Mr. Byrd was Associate Director, Macquarie Funds Group, October 2008 February 2011; Chief Compliance Officer, Macquarie Capital Investment Management LLC, April 2010 February 2011; Chief Compliance Officer, Macquarie Funds Management (USA) Inc., April 2010 February 2011, Chief Compliance Officer, Four Corners Capital Management, LLC (investment management firm), September 2004 February 2011; and Chief Compliance Officer, Macquarie Allegiance Capital, LLC (investment management firm), January 2009 February 2011. Previously, he was Chief Compliance Officer, Four Corners Meyerhoff Investment Management, LLC (fund of hedge fund manager), April 2006 December 2007.
| ||
Mr. Blake is an Associate Director for Macquarie Bank Limited (February 2011 present); previously, he was a Senior Compliance Officer for Delaware Management Business Trust, a subsidiary of Macquarie Group Limited (August 2001 January 2011).
| ||
Mr. Kim is Managing Director and U.S. General Counsel of Macquarie Funds Group (June 2009 Present); previously, he was Head of U.S. Alternatives Legal within the Asset Management Division of Deutsche Bank AG (April 2001 June 2009).
|
39
|
Intentionally Left Blank Page
40
|
Item 2. Code of Ethics.
Not applicable to semi-annual report.
Item 3. Audit Committee Financial Expert.
Not applicable to semi-annual report.
Item 4. Principal Accountant Fees and Services.
Not applicable to semi-annual report.
Item 5. Audit Committee of Listed Registrants.
Not applicable to semi-annual report.
Item 6. Investments.
The Schedule of Investments is included as part of the Report to Stockholders filed under Item 1 of this Form N-CSR.
Item 7. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
The following is a copy of the Registrants policies and procedures:
MGU Proxy Voting Procedures
MCIM is the adviser of MGU and is responsible for voting proxies on its behalf. MCIM has adopted the following policies and procedures designed to ensure that all such votes are in the best interest of MGU.
a) MCIMs policy is to vote on all proxies for securities held by MGU consistently and in the best interest of MGU and its shareholders, considered as a group rather than individually, unless it determines that abstaining from the vote would be in the best interest of MGU. For this purpose, best interest means in the best economic interest of MGU and its shareholders, as investors (hereafter, collectively, MGU), without regard to any self-interest which MCIM, its management or affiliates might have in a particular voting matter or any interest which MGU shareholders may have other than their economic interest, in common, as MGU investors.
b) MCIM has engaged the services of RiskMetrics to make recommendations to MCIM with respect to voting proxies related to securities held by MGU. RiskMetrics recommendations will be based on RiskMetrics pre-established voting guidelines.
c) MCIM will review each RiskMetrics recommendation and will generally vote in accordance with such recommendation unless it determines that the recommendation is not in the best interest of MGU.
d) In the event that MCIM determines that it is not in the best interest of MGU to vote, or to vote in accordance with a RiskMetrics recommendation, regarding a particular voting matter, MCIM will document its reasons for such determinations.
e) In the event that MCIM manages the assets of a company or its pension plan and the Fund holds securities issued by that company, MCIM will vote proxies relating to that companys securities in accordance with RiskMetrics recommendations to avoid any actual or apparent conflict of interest in the matter.
f) In the event, apart from the situation described in e) immediately above, that MCIM determines it has an actual, potential or apparent conflict of interest regarding a particular voting matter, it will generally follow the RiskMetrics recommendation to ensure that such conflict is avoided. Should MCIM determine that a vote according to RiskMetrics recommendation regarding such a matter would not be in the best interest of MGU, MCIM will promptly escalate the matter so that voting instructions may be obtained from the MGU Board of Directors upon the advice, if sought, of legal counsel or other advisers to the Fund and/or its independent directors.
g) MCIM will follow any specific voting procedures adopted by MGU, unless it determines that it is unable to do so. In the event that MCIM is unable, for any reason, to follow specific procedures adopted by MGU, it will document the reasons for its determination and promptly so notify the Board of Directors of MGU or their appointed delegate.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not Applicable to semi-annual report.
Item 9. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
The Registrants Bylaws provide that, with respect to an annual meeting of stockholders, nominations of persons for election to the Board of Directors and the proposal of business
to be considered by stockholders may be made only (1) pursuant to the notice of the meeting, (2) by the Board of Directors or (3) by a stockholder who is entitled to vote at the meeting and who has complied with the advance notice procedures of the Bylaws. With respect to special meetings of stockholders, only the business specified in the notice of the meeting may be brought before the meeting. Nominations of persons for election to the Board of Directors at a special meeting may be made only (1) pursuant to the notice of the meeting, (2) by the Board of Directors or (3) provided that the Board of Directors has determined that directors will be elected at the meeting, by a stockholder who is entitled to vote at the meeting and who has complied with the advance notice provisions of the Bylaws.
Item 11. Controls and Procedures.
(a) | The Registrants principal executive officer and principal financial officer have evaluated the Registrants disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) within 90 days of this filing and have concluded that the Registrants disclosure controls and procedures were effective, as of that date. |
(b) | There was no change in the Registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940, as amended) during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting. |
Item 12. Exhibits.
(a)(1) |
Not applicable to this report. | |
(a)(2) |
The certifications required by Rule 30a-2(a) of the Investment Company Act of 1940, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto as Ex99.Cert. | |
(a)(3) |
Not applicable. | |
(b) |
The certifications by the Registrants principal executive officer and principal financial officer, as required by Rule 30a-2(b) of the Investment Company Act of 1940, as amended, and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto as Ex99.906Cert. |
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.
Macquarie Global Infrastructure Total Return Fund Inc.
By: | /s/ Brad Frishberg | |
Brad Frishberg | ||
Chief Executive Officer (Principal Executive Officer) | ||
Date: |
August 1, 2011 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By: | /s/ Brad Frishberg | |
Brad Frishberg | ||
Chief Executive Officer (Principal Executive Officer) | ||
Date: |
August 1, 2011 |
By: | /s/ Meredith Meyer | |
Meredith Meyer | ||
Chief Financial Officer (Principal Financial Officer) | ||
Date: | August 1, 2011 |
Ex. 99.Cert
I, Brad Frishberg, Chief Executive Officer of Macquarie Global Infrastructure Total Return Fund Inc., certify that:
1. | I have reviewed this report on Form N-CSR of Macquarie Global Infrastructure Total Return Fund Inc. (the registrant); |
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 present 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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. | The registrants other certifying officer and I have disclosed to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting.
By: | /s/ Brad Frishberg | |
Brad Frishberg | ||
Chief Executive Officer (Principal Executive Officer) | ||
Date: | August 1, 2011 |
I, Meredith Meyer, Chief Financial Officer of Macquarie Global Infrastructure Total Return Fund Inc., certify that:
1. | I have reviewed this report on Form N-CSR of Macquarie Global Infrastructure Total Return Fund Inc. (the registrant); |
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 present 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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. | The registrants other certifying officer and I have disclosed to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting.
By: |
/s/ Meredith Meyer | |
Meredith Meyer | ||
Chief Financial Officer (Principal Financial Officer) | ||
Date: |
August 1, 2011 |
Exhibit 99.906Cert
This certification is furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1350, and accompanies the report on Form N-CSR for the period ended May 31, 2011 of Macquarie Global Infrastructure Total Return Fund Inc. (the Company).
I, Brad Frishberg, the Chief Executive Officer of the Company, certify that:
(i) | the Form N-CSR fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and |
(ii) | the information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: |
August 1, 2011 | |
By: |
/s/ Brad Frishberg | |
Brad Frishberg | ||
Chief Executive Officer (Principal Executive Officer) |
This certification is furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1350, and accompanies the report on Form N-CSR for the period ended May 31, 2011 of Macquarie Global Infrastructure Total Return Fund Inc. (the Company).
I, Meredith Meyer, Chief Financial Officer of the Company, certify that:
(i) | the Form N-CSR fully complies with the requirements of Section 13(a) or Section 15(d), as applicable of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and |
(ii) | the information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: |
August 1, 2011 | |
By: |
/s/ Meredith Meyer | |
Meredith Meyer | ||
Chief Financial Officer (Principal Financial Officer) |
G)E4WI.5&-Z:V,Y9"(_/B`\>#IX;7!M971A('AM;&YS
M.G@](F%D;V)E.FYS.FUE=&$O(B!X.GAM<'1K/2)!9&]B92!835`@0V]R92`U
M+C`M8S`V,"`V,2XQ,S0W-SG,W3WIS-T]ZG,W
M3WIT05%%0D%11'1!445"05%%0D%114)!445"05%%0D%114)!445$+W=!05)#
M045!)B-X03M!2U%$05)%04%H14)!>$5"+SA10E%G04%!455"05%%0D%114%!
M04%!04%!04%W04)!9U%&0F=C24-1;TQ!44%"0E%%0D%114)!44%!)B-X03M!
M04%!04%!0D%!241"055'0G=G2D-G#EF;CEX14%!9TE"06=114%W449"9V-(
M0F=)-T%104-%44UH)B-X03M-4DE%459&:&-3251"5$M":U)3:'-526IW5DQ2
M.$1-:UEU1GEG<$I$57A6:F-Z5'A*45E7;W)+1$)Y63%W=$I%:S%3:D8R4D96
M5%HP)B-X03M:94QY%HY0G9W0V-.;'`S6G8X07!U*TI244=+)B-X03M3
M;$I+56MP4U-L2DM5:W!34VQ*2U5K<%-3;$I+56MP4U-L2DM5:W!34VQ*2U5K
M<&@O:'8W4#A5,SE*9"MI>5HY0G9W0TDR460R8B]P)B-X03MU*TI244=+4VQ*
M2U5K<%-3;$I+56MP4U-L2DM5:W!34VQ*2U5K<%-3;$I+56MP4U-L2DM5:W!H
M+VAV-U`X53,Y2F0K:7E:.4)V=T-))B-X03LR460R8B]P=2M*4E%'2U-L2DM5
M:W!34VQ*2U5K<%-3;$I+56MP4U-L2DM5:W!34VQ*2U5K<%-3;$I+56MP:"]H
M=C=0.%4S.4ID*VEY)B-X03M:.4)V=T-),E%D,F(O<'4K2E)11TM3;$I+56MP
M4U-L2DM5:W!34VQ*2U5K<%-3;$I+56MP4U-L2DM5:W!34VQ*2U5K<&@O:'8W
M4#A!)B-X03M&3B]36&9O7@U:D8Y-&I+)B-X03LY
M2U)Y-'4Q2&UM8W9G>5(T
'DY4&)S;7=#3%AV=6$X5W1H)B-X03MJ
M1W=#23E-2#DW-'%4;#ED8G9B.$9M955H3T]N9'5V2C)M4D-N67-S:5EN4GHX
M5'$S5#)5&M'2TUV35EJ;&E2
M3'5G9&MH,U)B8TUZ)B-X03LV9V5.:EE/;S-H>5IG-5A,2$M#67)U6C5N1E!#
M44IA=#-$-G$R:&]R2C!$9S993VA#1756>6XY1F5/87&UP1TEM9SIW:61T:#TB,C4V(B!X;7!'
M26UG.FAE:6=H=#TB,C4V(B!X;7!'26UG.FEM86=E/2(O.6HO-$%!45-K6DI2
M9T%"06=%05-!0DE!040O-U%!G,W3WIS-T]ZG,W3WIT05%%0D%11'1!
M445"05%%0D%114)!445"05%%0D%114)!445$+W=!05)#045!)B-X03M!2U%$
M05)%04%H14)!>$5"+SA10E%G04%!455"05%%0D%114%!04%!04%!04%W04)!
M9U%&0F=C24-1;TQ!44%"0E%%0D%114)!44%!)B-X03M!04%!04%!0D%!241"
M055'0G=G2D-G#EF;CEX14%!9TE"06=114%W449"9V-(0F=)-T%104-%44UH
M)B-X03M-4DE%459&:&-3251"5$M":U)3:'-526IW5DQ2.$1-:UEU1GEG<$I$
M57A6:F-Z5'A*45E7;W)+1$)Y63%W=$I%:S%3:D8R4D965%HP)B-X03M:94QY
M