Item 1.01 - Entry into a Material Definitive Agreement
New Administration and Accounting Agreement
Clough Global Dividend & Income Fund (the "Fund") has entered into a new
administration and fund accounting agreement (the "Paralel Agreement") with
Paralel Technologies LLC ("Paralel") pursuant to which Paralel began serving as
the Fund's administrator effective April 17, 2023. Paralel replaced the Fund's
prior administrator, ALPS Fund Services, Inc. ("ALPS") and accordingly, the
Fund's prior administration and fund accounting agreement with ALPS (the "ALPS
Administration Agreement") and certain related agreements with ALPS and ALPS
Distributors, Inc. ("ADI") were terminated effective that same day.
The Paralel Agreement is materially similar to the ALPS Administration Agreement
except with respect to the fees due, effective date, parties to the agreements,
and certain marketing services provided. Pursuant to the Paralel Agreement,
Paralel will provide the Fund with fund accounting, tax, fund administration,
and compliance services, providing the Fund with its executive officers, and
generally managing the business affairs of the Fund. These services are
materially similar to those provided by ALPS under the ALPS Administration
Agreement, except that in addition to those listed above, Paralel (by itself or
through its affiliates) also agrees to provide secondary market support to the
Fund up to a specified amount in the Paralel Agreement.
For these services, Paralel is entitled to receive a monthly fee on the Fund's
average daily total assets, computed daily and payable monthly. The Paralel
Agreement provides that from its fees earned, Paralel will pay all expenses
incurred by the Fund with the exception of advisory fees; taxes and governmental
fees; expenses related to portfolio transactions and management of the
portfolio; expenses associated with secondary offerings of shares; trustee fees
and expenses; expenses associated with tender offers and other share
repurchases; and other extraordinary expenses. Under the ALPS Administration
Agreement, for its services, ALPS was entitled to receive a monthly fee on the
Fund's average daily total assets, computed daily and payable monthly. From its
fees, ALPS paid all expenses incurred by the Fund, except for certain exceptions
that are materially similar to those described above under the Paralel
Agreement.
Paralel's principal business address is 1700 Broadway, Suite 1850, Denver,
Colorado 80290.
The foregoing description of the Paralel Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Paralel Agreement filed with this report as Exhibit 1.1 and incorporated herein
by reference.
Item 1.02 - Termination of a Material Definitive Agreement.
The relevant information relating to the termination of the ALPS Administration
Agreement and related agreements with ALPS and ADI found in Item 1.01 above is
hereby incorporated by reference into this Item 1.02.
Item 5.02 Departure of Certain Officers; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
The Board of Trustees have appointed Jeremy May, Jill Kerschen, Christopher
Moore, and Bradley Swenson to serve as the Fund's President, Treasurer,
Secretary, and Chief Compliance Officer, respectively, each effective as of
April 17, 2023. Each officer appointed is an employee of Paralel and/or its
affiliates. The Paralel officer appointments were made in connection with the
resignations of Lainey Ejiasa, Ryan Johanson, Nicholas Adams, and Lucas Foss,
the Fund's prior President, Treasurer, Secretary, and Chief Compliance Officer,
respectively, that were tendered in connection to the termination of ALPS as the
Fund's administrator, as described in Item 1.01 and Item 1.02 above.
Mr. May, born in 1970, is the Founder and Chief Executive Officer of Paralel
since 2020. He served as Chief Operating Officer of Magnifi LLC, an information
technology company, from 2020 to 2021. In 2019 he retired after 24 years at ALPS
Holdings, Inc. where he served as President of ALPS and ALPS Distributors, Inc.,
and Executive Vice President of ALPS Advisors, Inc.
Ms. Kerschen, born in 1975, joined Paralel in 2021 and currently serves as
Director of Fund Administration. Prior to joining Paralel, Ms. Kerschen was Vice
President at ALPS Advisors, Inc. from 2019 to 2021, and served as Vice President
and Fund Controller at ALPS Fund Services, Inc. from 2013 to 2019.
Mr. Moore, born in 1984, serves as the General Counsel and Chief Compliance
Officer of Paralel and Paralel Advisors LLC, and General Counsel of Paralel
Distributors since 2021. Mr. Moore served as Deputy General Counsel and Legal
Operations Manager of RiverNorth Capital Management, LLC from 2020 to 2021; VP
and Senior Counsel of ALPS Fund Services, Inc. from 2016 to 2020; and associate
at Thompson Hine LLP from 2013 to 2016. Mr. Moore previously obtained his CPA at
Ernst & Young from 2007 to 2009.
Mr. Swenson, born in 1972, serves as Director of Compliance Services of Paralel
and President, Chief Compliance Officer of Paralel Distributors since 2022. Mr.
Swenson also served as President of TruePeak Consulting, LLC from 2021 to
present; and President from 2019 to 2021 and Chief Operating Officer from 2015
to 2021 of ALPS and ADI, respectively.
Officers of the Fund who are employed by Paralel receive no compensation from
the Fund. No officer employed by Paralel owns any shares of the Fund.
Item 8.01 Other Items
Effective April 17, 2023, the Fund's address has changed to 1700 Broadway, Suite
1850, Denver, Colorado 80290. This address is also the address of each member of
the Fund's Board of Trustees, each Fund officer, and the address at which
shareholders may request a free copy of the prospectus supplement, accompanying
prospectus, statement of additional information, and the Fund's annual and
semi-annual reports. All references in the Fund's documents filed with the SEC
to the Fund's prior address of 1290 Broadway, Suite 1000, Denver, Colorado 80203
are replaced with 1700 Broadway, Suite 1850, Denver, Colorado 80290.
The Fund's primary phone number will continue to be (855) 425-6844, which is
also the number that shareholders may call to request a free copy of the
prospectus supplement, accompanying prospectus, statement of additional
information, and the Fund's annual and semi-annual reports, and to make other
shareholder inquiries. Any other telephone numbers previously referenced in the
Fund's documents are replaced with (855) 425-6844.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
1.1 Administration and Accounting Agreement between Paralel Technologies LLC
and the Fund
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