As filed with the Securities and Exchange Commission on April 30, 2010
1933 Act File No. 002-97596
1940 Act File No. 811-04297
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
x
Pre-Effective Amendment No. ___
o
Post-Effective Amendment No. 82
x
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
x
Amendment No. 83
x
VAN ECK FUNDS
(Exact Name of Registrant as Specified in Charter)
335 Madison Avenue
New York, New York 10017
(Address of Principal Executive Offices)(Zip Code)
Registrants Telephone Number, Including Area Code: (212) 293-2000
Joseph J. McBrien, Esq.
Van Eck Associates Corporation
335 Madison Avenue
New York, New York 10017
(Name and Address of Agent for Service)
Copy to:
Philip H. Newman, Esq.
Goodwin Procter LLP
Exchange Place
53 State Street
Boston, Massachusetts 02109
Approximate Date of Proposed Public Offering:
As soon as practicable after the effective
date of this registration statement.
It is proposed that this filing will become effective (check appropriate box)
o
immediately upon filing pursuant to paragraph
(b)
x
on May 1, 2010 pursuant to paragraph (b)
o
60 days after filing pursuant to paragraph
(a)(1)
o
on (date) pursuant to paragraph (a)(1)
o
75 days after filing pursuant to paragraph
(a)(2)
o
on (date) pursuant to paragraph (a)(2) of Rule
485.
If appropriate, check the following box:
o This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
PROSPECTUS
MAY 1, 2010
Van Eck Funds
Emerging Markets Fund
Class A: GBFAX / Class C: EMRCX / Class I: EMRIX / Class Y: EMRYX
Global Hard Assets Fund
Class A: GHAAX / Class C: GHACX / Class I: GHAIX / Class Y: GHAYX
International Investors Gold Fund
Class A: INIVX / Class C: IIGCX / Class I: INIIX / Class Y: INIYX
These securities have not been approved or disapproved either by the Securities and Exchange Commission (SEC) or by any State Securities Commission. Neither the SEC nor any State Commission has passed upon the accuracy or adequacy of this prospectus. Any claim to the contrary is a criminal offense.
TABLE OF CONTENTS
I.
1
1
1
2
2
2
3
4
4
4
Payments to Broker-Dealers and Other Financial Intermediaries
4
5
5
5
5
6
6
7
8
8
8
Payments to Broker-Dealers and Other Financial Intermediaries
8
9
9
9
10
10
10
11
12
12
12
Payments to Broker-Dealers and Other Financial Intermediaries
12
II.
Investment objectives, strategies, policies, risks and other information
13
13
2. Additional Information About Principal Investment Strategies and Risks
14
18
18
III.
19
19
23
23
25
26
26
26
27
IV.
31
EMERGING MARKETS FUND (CLASS A, C, I, Y)
The Emerging Markets Fund seeks long-term capital appreciation by investing primarily in equity securities in emerging markets around the world.
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for Class A sales charge discounts if you and your family (includes spouse and children under age 21) invest, or agree to invest in the future, at least $25,000, in the aggregate, in Classes A and C of the Van Eck
Funds. More information about these and other discounts is available from your financial professional and in the Shareholder Information section of the Funds prospectus and in the Availability of Discounts and Breakpoint Linkage Rules for Discounts sections of the Funds Statement of Additional Information (SAI).
Shareholder Fees
Class A
Class C
Class I
Class Y
Maximum Sales Charge (load) imposed on purchases (as a percentage of offering price)
5.75
%
0.00
%
0.00
%
0.00
%
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of the net asset value or purchase price)
0.00
%
1.00
%
0.00
%
0.00
%
Annual Fund Operating Expenses
Class A
Class C
Class I
Class Y
Management Fees
0.75
%
0.75
%
0.75
%
0.75
%
Distribution and/or Service (12b-1) Fees
0.25
%
1.00
%
0.00
%
0.00
%
Other Expenses
0.81
%
1.22
%
1.79
%
1.79
%
Total Annual Fund Operating Expenses
1.81
%
2.97
%
2.54
%
2.54
%
Fees/Expenses Waived or Reimbursed
1
0.00
%
(0.47
%)
(1.29
%)
(0.84
%)
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
1.81
%
2.50
%
1.25
%
1.70
%
1
Van Eck Associates Corporation (the Adviser) has agreed to waive fees and/or pay Fund expenses to the extent necessary to prevent the operating expenses of the Fund (excluding acquired fund fees and expenses, interest expense, trading expenses, dividends on securities sold short, taxes and extraordinary expenses) from exceeding 1.95% for Class A, 2.50% for Class
C, 1.25% for Class I, and 1.70% for Class Y of the Funds average daily net assets per year until May 1, 2011. The expense limitation is expected to continue until the Board of Trustees acts to discontinue all or a portion of such expense limitation.
The following example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then either redeem all of your shares at the end of these periods or continue to hold them. The example
also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. Although your actual expenses may be higher or lower, based on these assumptions, your costs would be:
Share Status
1 Year
3 Years
5 Years
10 Years
Class A
Sold or Held
$748
$1,112
$1,499
$2,579
Class C
Sold
$353
$874
$1,521
$3,256
Held
$253
$874
$1,521
$3,256
Class I
Sold or Held
$127
$667
$1,234
$2,779
Class Y
Sold or Held
$173
$711
$1,275
$2,813
1
(fees paid directly from your investment)
(expenses that you pay each year as a percentage of the value of your investment)
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating
expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 63% of the average value of its portfolio.
PRINCIPAL INVESTMENT STRATEGIES
Under normal conditions, the Fund invests at least 80% of its net assets in securities of companies that are organized in, maintain at least 50% of their assets in, or derive at least 50% of their revenues from, emerging market countries. An emerging market country is any country that has been determined by an international
organization, such as the World Bank, to have a low to middle income economy. The Fund is considered to be non-diversified which means that it may invest in fewer securities than a diversified fund.
Utilizing qualitative and quantitative measures, the Funds portfolio manager selects companies that have growth potential, specifically focusing on small- to mid- capitalization companies. Candidates for the Funds portfolio are ranked based on their relative desirability based on a wide range of financial criteria and are regularly reviewed
to ensure that they continue to meet the ranking and desirability criteria.
The Funds holdings may include issues denominated in currencies of emerging countries, investment companies (like country funds) that invest in emerging countries, and American Depositary Receipts, and similar types of investments, representing emerging markets securities.
The Fund may use derivative instruments, such as structured notes, futures, options and swap agreements, to gain or hedge exposure.
The Fund may invest up to 20% of its net assets in securities issued by other investment companies, including exchange-traded funds (ETFs). The Fund may also invest in money market funds, but these investments are not subject to this limitation. The Fund may invest in ETFs to participate in, or gain rapid exposure to, certain
market sectors, or when direct investments in certain countries are not permitted.
There is no assurance that the Fund will achieve its investment objective. The Funds share price and return will fluctuate with changes in the market value of the Funds portfolio securities. Accordingly, an investment in the Fund involves the risk of losing money.
Derivatives.
The use of derivatives, such as swap agreements, options, warrants, futures contracts, currency forwards and structured notes, presents risks different from, and possibly greater than, the risks associated with investing directly in traditional securities. The use of derivatives can lead to losses because of adverse movements
in the price or value of the underlying security, asset, index or reference rate. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing a Fund to lose more money than it would have lost had it invested in the underlying security. Also, a liquid secondary market may not always exist for the Funds
derivative positions at times when the Fund might wish to terminate or sell such positions and over the counter instruments may be illiquid.
Direct Investments.
Direct investments may involve a high degree of business and financial risk that can result in substantial losses. Because of the absence of any public trading market for these investments, a Fund may take longer to liquidate these positions than would be the case for publicly traded securities. Direct investments
are generally considered illiquid and will be aggregated with other illiquid investments for purposes of the limitation on illiquid investments.
Emerging Markets Securities.
Emerging markets securities typically present even greater exposure to the risks described under Foreign Securities and may be particularly sensitive to certain economic changes. Emerging markets securities are exposed to a number of risks that may make these investments volatile in price or difficult
to trade.
Foreign Currency Transactions.
An investment transacted in a foreign currency may lose value due to fluctuations in the rate of exchange. These fluctuations can make the return on an investment go up or down, entirely apart from the quality or performance of the investment itself.
Foreign Securities.
Foreign investments are subject to greater risks than U.S. domestic investments. These additional risks may include exchange rate fluctuations and exchange controls; less publicly available information; more volatile or less liquid securities markets; and the possibility of arbitrary action by foreign governments, or
political, economic or social instability. Foreign companies also may be subject to significantly higher levels of taxation than U.S. companies, including potentially confiscatory levels of taxation, thereby reducing the earnings potential of such foreign companies.
2
Investments in Other Investment Companies.
A Funds investment in another investment company may subject the Fund indirectly to the underlying risks of the investment company. The Fund also will bear its share of the underlying investment companys fees and expenses, which are in addition to the Funds own fees and
expenses.
Market.
Market risk refers to the risk that the market prices of securities that a Fund holds will rise or fall, sometimes rapidly or unpredictably. In general, equity securities tend to have greater price volatility than debt securities.
Non-Diversification.
A non-diversified funds greater investment in a single issuer makes the fund more susceptible to financial, economic or market events impacting such issuer. A decline in the value of or default by a single security in the non-diversified funds portfolio may have a greater negative effect than a similar decline or
default by a single security in a diversified portfolio.
Small- and Medium-Capitalization Companies.
Securities of small- and medium-sized companies often have greater price volatility, lower trading volume and less liquidity than larger more established companies. The stocks of small- and medium-sized companies may have returns that vary, sometimes significantly, from the overall
stock market.
The following chart and table provide some indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year and by showing how the Funds average annual total returns compare with those of a broad measure of market performance and one or more other performance measures. For
instance, the Morgan Stanley Capital International (MSCI) Emerging Markets Index, calculated with dividends reinvested, captures 60% of the publicly traded equities in each industry for approximately 25 emerging markets. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will
perform in the future. Sales charges are not reflected; if these amounts were reflected, returns would be lower than those shown.
Additionally, large purchases and/or redemptions of shares of a class, relative to the amount of assets represented by the class, may cause the annual returns for each class to differ. Performance for Class Y shares is not shown because Class Y shares commenced operations on May 1, 2010. Updated performance information for the
Fund is available on the Van Eck website at vaneck.com.
CLASS A: Annual Total Returns (%) as of 12/31
Best Quarter:
+59.06%
2Q 09
Worst Quarter:
-38.59%
4Q 08
3
Average Annual Total Returns as of 12/31/09
1 Year
5 Years
10 Years
Life of
Class A Shares
(12/20/93)
Before Taxes
107.56
%
10.12
%
3.76
%
After Taxes on Distributions
1
107.56
%
8.07
%
2.40
%
After Taxes on Distributions and Sale of Fund Shares
1
69.91
%
8.08
%
2.71
%
Class C Shares
(10/3/03)
Before Taxes
118.23
%
10.81
%
13.98
%
Class I Shares
(12/31/07)
Before Taxes
121.75
%
-15.44
%
MSCI Emerging Markets Index
(reflects no deduction for fees, expenses or taxes)
79.02
%
15.88
%
10.08
%
1
After tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. These returns are shown for one class of shares only; after tax-returns for the other classes may vary. Actual after-tax returns depend on your individual tax situation and may differ from those shown in the preceding
table. The after-tax return information shown above does not apply to Fund shares held through a tax-deferred account, such as a 401(k) plan or Investment Retirement Account.
Investment Adviser.
Van Eck Associates Corporation
Portfolio Manager.
David A. Semple,
Portfolio Manager, 1998
PURCHASE AND SALE OF FUND SHARES
In general, shares of the Fund may be purchased or redeemed on any business day, primarily through financial representatives such as brokers or advisers, or directly by eligible investors through the Funds transfer agent. Purchase minimums for Classes A, C and Y shares are $1000 for an initial purchase and $100 for a subsequent
purchase, with no purchase minimums for any purchase through a retirement or pension plan account, for any wrap fee account and similar programs offered without a sales charge by certain financial institutions and third-party recordkeepers and/or administrators, and for any account using the Automatic Investment Plan, or for any
other periodic purchase program. Purchase minimums for Class I shares are $1 million for an initial purchase and no minimum for a subsequent purchase; the initial minimum may be reduced or waived at the Funds discretion.
The Fund normally distributes net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-advantaged retirement account, such as a 401(k) plan or an individual retirement account (IRA).
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and/or its affiliates may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial professional
to recommend the Fund over another investment. Ask your financial professional or visit your financial intermediarys website for more information.
4
Class
GLOBAL HARD ASSETS FUND (CLASS A, C, I, Y)
SUMMARY INFORMATION
The Global Hard Assets Fund seeks long-term capital appreciation by investing primarily in hard asset securities. Income is a secondary consideration.
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for Class A sales charge discounts if you and your family (includes spouse and children under age 21) invest, or agree to invest in the future, at least $25,000, in the aggregate, in Classes A and C of the Van Eck
Funds. More information about these and other discounts is available from your financial professional and in the Shareholder Information section of the Funds prospectus and in the Availability of Discounts and Breakpoint Linkage Rules for Discounts sections of the Funds SAI.
Shareholder Fees
(fees paid directly from your investment)
Class A
Class C
Class I
Class Y
Maximum Sales Charge (load) imposed on purchases (as a percentage of offering price)
5.75
%
0.00
%
0.00
%
0.00
%
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of the net asset value or purchase price)
0.00
%
1.00
%
0.00
%
0.00
%
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
Class A
Class C
Class I
Class Y
Management Fees
1.00
%
1.00
%
1.00
%
1.00
%
Distribution and/or Service (12b-1) Fees
0.25
%
1.00
%
0.00
%
0.00
%
Other Expenses
0.23
%
0.29
%
0.09
%
0.09
%
Acquired Fund Fees and Expenses
0.01
%
0.01
%
0.01
%
0.01
%
Total Annual Fund Operating Expenses
1.49
%
2.30
%
1.10
%
1.10
%
Fees/Expenses Waived or Reimbursed
1
(0.10
%)
(0.09
%)
(0.09
%)
(0.00
%)
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
1.39
%
2.21
%
1.01
%
1.10
%
1
Van Eck Associates Corporation (the Adviser) has agreed to waive fees and/or pay Fund expenses to the extent necessary to prevent the operating expenses of the Fund (excluding acquired fund fees and expenses, interest expense, trading expenses, dividends on securities sold short, taxes and extraordinary expenses) from exceeding 1.38% for Class A, 2.20% for Class
C, 1.00% for Class I, and 1.13% for Class Y of the Funds average daily net assets per year until May 1, 2011. The expense limitation is expected to continue until the Board of Trustees acts to discontinue all or a portion of such expense limitation.
The following example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then either redeem all of your shares at the end of these periods or continue to hold them. The example
also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. Although your actual expenses may be higher or lower, based on these assumptions, your costs would be:
Share Status
1 Year
3 Years
5 Years
10 Years
Class A
Sold or Held
$708
$1,010
$1,333
$2,244
Class C
Sold
$324
$710
$1,222
$2,629
Held
$224
$710
$1,222
$2,629
Class I
Sold or Held
$103
$341
$597
$1,332
Class Y
Sold or Held
$112
$350
$606
$1,340
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating
expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 86% of the average value of its portfolio.
5
PRINCIPAL INVESTMENT STRATEGIES
Under normal conditions, the Fund invests at least 80% of its net assets in securities of hard asset companies and instruments that derive their value from hard assets. Hard assets include precious metals (including gold), base and industrial metals, energy, natural resources and other commodities. A hard assets company is a
company that derives, directly or indirectly, at least 50% of its revenues from exploration, development, production, distribution or facilitation of processes relating to hard assets. The Fund concentrates its investments in the securities of hard assets companies and instruments that derive their value from hard assets. The Fund is
considered to be non-diversified which means that it may invest in fewer securities than a diversified fund.
The Fund may invest without limitation in any one hard asset sector and is not required to invest any portion of its assets in any one hard asset sector. The Fund may invest in securities of companies located anywhere in the world, including the U.S. Under ordinary circumstances, the Fund will invest in securities of issuers from a
number of different countries, and may invest any amount of its assets in emerging markets. The Fund may invest in securities of companies of any capitalization range. Utilizing qualitative and quantitative measures, the Funds investment management team selects equity securities of companies that it believes represent value
opportunities and/or that have growth potential. Candidates for the Funds portfolio are evaluated based on their relative desirability using a wide range of criteria and are regularly reviewed to ensure that they continue to offer absolute and relative desirability.
The Fund may use derivative instruments, such as structured notes, futures, options and swap agreements, to gain or hedge exposure to hard assets, hard asset companies and other assets. The Fund may enter into foreign currency transactions to attempt to moderate the effect of currency fluctuations. The Fund may write covered
call options on portfolio securities to the extent that the value of all securities with respect to which covered calls are written does not exceed 10% of the Funds net asset value. The Fund may also invest up to 20% of its net assets in securities issued by other investment companies, including exchange-traded funds (ETFs). The
Fund may also invest in money market funds, but these investments are not subject to this limitation. The Fund may invest in ETFs to participate in, or gain rapid exposure to, certain market sectors, or when direct investments in certain countries are not permitted.
There is no assurance that the Fund will achieve its investment objective. The Funds share price and return will fluctuate with changes in the market value of the Funds portfolio securities. Accordingly, an investment in the Fund involves the risk of losing money.
Commodities and Commodity-Linked Derivatives.
Exposure to the commodities markets, such as precious metals, industrial metals, gas and other energy products and natural resources, may subject a Fund to greater volatility than investments in traditional securities. The commodities markets may fluctuate widely based on a
variety of factors including changes in overall market movements, political and economic events and policies, war, acts of terrorism and changes in interest rates or inflation rates. Because the value of a commodity-linked derivative instrument and structured note typically are based upon the price movements of physical commodities,
the value of these securities will rise or fall in response to changes in the underlying commodities or related index of investment.
Derivatives.
The use of derivatives, such as swap agreements, options, warrants, futures contracts, currency forwards and structured notes, presents risks different from, and possibly greater than, the risks associated with investing directly in traditional securities. The use of derivatives can lead to losses because of adverse movements
in the price or value of the underlying security, asset, index or reference rate. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing a Fund to lose more money than it would have lost had it invested in the underlying security. Also, a liquid secondary market may not always exist for the Funds
derivative positions at times when the Fund might wish to terminate or sell such positions and over the counter instruments may be illiquid.
Direct Investments.
Direct investments may involve a high degree of business and financial risk that can result in substantial losses. Because of the absence of any public trading market for these investments, a Fund may take longer to liquidate these positions than would be the case for publicly traded securities. Direct investments
are generally considered illiquid and will be aggregated with other illiquid investments for purposes of the limitation on illiquid investments.
Emerging Markets Securities.
Emerging markets securities typically present even greater exposure to the risks described under Foreign Securities and may be particularly sensitive to certain economic changes. Emerging markets securities are exposed to a number of risks that may make these investments volatile in price or difficult
to trade.
Foreign Currency Transactions.
An investment transacted in a foreign currency may lose value due to fluctuations in the rate of exchange. These fluctuations can make the return on an investment go up or down, entirely apart from the quality or performance of the investment itself.
6
Foreign Securities.
Foreign investments are subject to greater risks than U.S. domestic investments. These additional risks may include exchange rate fluctuations and exchange controls; less publicly available information; more volatile or less liquid securities markets; and the possibility of arbitrary action by foreign governments, or
political, economic or social instability. Foreign companies also may be subject to significantly higher levels of taxation than U.S. companies, including potentially confiscatory levels of taxation, thereby reducing the earnings potential of such foreign companies.
Hard Assets Sectors.
The Fund may be subject to greater risks and market fluctuations than a fund whose portfolio has exposure to a broader range of sectors. The Fund may be susceptible to financial, economic, political or market events, as well as government regulation, impacting the hard assets sectors (such as the energy,
metals and real estate sectors). Precious metals and natural resources securities are at times volatile and there may be sharp fluctuations in prices, even during periods of rising prices.
Investments in Other Investment Companies.
A Funds investment in another investment company may subject the Fund indirectly to the underlying risks of the investment company. The Fund also will bear its share of the underlying investment companys fees and expenses, which are in addition to the Funds own fees and
expenses.
Market.
Market risk refers to the risk that the market prices of securities that a Fund holds will rise or fall, sometimes rapidly or unpredictably. In general, equity securities tend to have greater price volatility than debt securities.
Non-Diversification.
A non-diversified funds greater investment in a single issuer makes the fund more susceptible to financial, economic or market events impacting such issuer. A decline in the value of or default by a single security in the non-diversified funds portfolio may have a greater negative effect than a similar decline or
default by a single security in a diversified portfolio.
Small- and Medium-Capitalization Companies.
Securities of small- and medium-sized companies often have greater price volatility, lower trading volume and less liquidity than larger more established companies. The stocks of small
-
and medium-sized companies may have returns that vary, sometimes significantly, from the overall
stock market.
The following chart and table provide some indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year and by showing how the Funds average annual total returns compare with those of a broad measure of market performance and one or more other performance measures. For
instance, the S&P North American Natural Resources Sector Index includes mining, energy, paper and forest products, and plantation-owning companies. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Sales charges are not reflected; if these amounts were
reflected, returns would be lower than those shown.
Additionally, large purchases and/or redemptions of shares of a class, relative to the amount of assets represented by the class, may cause the annual returns for each class to differ. Performance for Class Y shares is not shown because Class Y shares commenced operations on May 1, 2010. Updated performance information for the
Fund is available on the Van Eck website at vaneck.com.
CLASS A: Annual Total Returns (%) as of 12/31
Best Quarter:
+24.25%
3Q 05
Worst Quarter:
-35.78%
3Q 08
7
Average Annual Total Returns as of 12/31/09
1 Year
5 Years
10 Years
Life of
Class A Shares
(11/2/94)
Before Taxes
43.68
%
15.68
%
14.45
%
After Taxes on Distributions
1
43.68
%
14.80
%
14.01
%
After Taxes on Distributions and Sale of Fund Shares
1
28.39
%
13.56
%
12.97
%
Class C Shares
(11/2/94)
Before Taxes
50.28
%
16.22
%
14.28
%
Class I Shares
(5/1/06)
Before Taxes
53.24
%
5.67
%
S&P
®
North American Natural Resources Sector Index
(reflects no deduction for fees, expenses or taxes)
37.54
%
11.13
%
9.21
%
S&P
®
500 Index
(reflects no deduction for fees, expenses or taxes)
26.47
%
0.42
%
-0.95
%
1
After tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. These returns are shown for one class of shares only; after tax-returns for the other classes may vary. Actual after-tax returns depend on your individual tax situation and may differ from those shown in the preceding
table. The after-tax return information shown above does not apply to Fund shares held through a tax-deferred account, such as a 401(k) plan or Investment Retirement Account.
Investment Adviser.
Van Eck Associates Corporation
Portfolio Manager and Investment Team Members.
Derek S. van Eck
, Portfolio Manager, 1993
PURCHASE AND SALE OF FUND SHARES
In general, shares of the Fund may be purchased or redeemed on any business day, primarily through financial representatives such as brokers or advisers, or directly by eligible investors through the Funds transfer agent. Purchase minimums for Classes A, C and Y shares are $1000 for an initial purchase and $100 for a subsequent
purchase, with no purchase minimums for any purchase through a retirement or pension plan account, for any wrap fee account and similar programs offered without a sales charge by certain financial institutions and third-party recordkeepers and/or administrators, and for any account using the Automatic Investment Plan, or for any
other periodic purchase program. Purchase minimums for Class I shares are $1 million for an initial purchase and no minimum for a subsequent purchase; the initial minimum may be reduced or waived at the Funds discretion.
The Fund normally distributes net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-advantaged retirement account, such as a 401(k) plan or an individual retirement account (IRA).
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and/or its affiliates may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial professional
to recommend the Fund over another investment. Ask your financial professional or visit your financial intermediarys website for more information.
8
Class
Charles T. Cameron
, Investment Team Member, 1995
Joseph M. Foster
, Investment Team Member, 1996
Samuel L. Halpert
, Investment Team Member, 2000
Geoffrey R. King
, Investment Team Member, 2007
Gregory F. Krenzer
, Investment Team Member, 1994
Charl P. de M. Malan
, Investment Team Member, 2003
Edward Mitby
, Investment Team Member, 2008
Shawn Reynolds
, Investment Team Member, 2005
INTERNATIONAL INVESTORS GOLD FUND (CLASS A, C, I, Y)
SUMMARY INFORMATION
The International Investors Gold Fund seeks long-term capital appreciation by investing in common stocks of gold-mining companies. The Fund may take current income into consideration when choosing investments.
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for Class A sales charge discounts if you and your family (includes spouse and children under age 21) invest, or agree to invest in the future, at least $25,000, in the aggregate, in Classes A and C of the Van Eck
Funds. More information about these and other discounts is available from your financial professional and in the Shareholder Information section of the Funds prospectus and in the Availability of Discounts and Breakpoint Linkage Rules for Discounts sections of the Funds SAI.
Shareholder Fees
(fees paid directly from your investment)
Class A
Class C
Class I
Class Y
Maximum Sales Charge (load) imposed on purchases (as a percentage of offering price)
5.75
%
0.00
%
0.00
%
0.00
%
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of the net asset value or purchase price)
0.00
%
1.00
%
0.00
%
0.00
%
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
Class A
Class C
Class I
Class Y
Management Fees
0.66
%
0.66
%
0.66
%
0.66
%
Distribution and/or Service (12b-1) Fees
0.25
%
1.00
%
0.00
%
0.00
%
Other Expenses
0.51
%
0.64
%
2.44
%
2.44
%
Acquired Fund Fees and Expenses
0.01
%
0.01
%
0.01
%
0.01
%
Total Annual Fund Operating Expenses
1.43
%
2.31
%
3.11
%
3.11
%
Fees/Expenses Waived or Reimbursed
1
0.00
%
(0.10
%)
(2.10
%)
(1.90
%)
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
1.43
%
2.21
%
1.01
%
1.21
%
1
Van Eck Associates Corporation (the Adviser) has agreed to waive fees and/or pay Fund expenses to the extent necessary to prevent the operating expenses of the Fund (excluding acquired fund fees and expenses, interest expense, trading expenses, dividends on securities sold short, taxes and extraordinary expenses) from exceeding 1.45% for Class A, 2.20% for Class
C, 1.00% for Class I, and 1.20% for Class Y of the Funds average daily net assets per year until May 1, 2011. The expense limitation is expected to continue until the Board of Trustees acts to discontinue all or a portion of such expense limitation.
The following example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then either redeem all of your shares at the end of these periods or continue to hold them. The example
also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. Although your actual expenses may be higher or lower, based on these assumptions, your costs would be:
Share Status
1 Year
3 Years
5 Years
10 Years
Class A
Sold or Held
$712
$1,001
$1,312
$2,190
Class C
Sold
$324
$712
$1,226
$2,638
Held
$224
$712
$1,226
$2,638
Class I
Sold or Held
$103
$762
$1,446
$3,273
Class Y
Sold or Held
$123
$781
$1,464
$3,288
9
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating
expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 19% of the average value of its portfolio.
PRINCIPAL INVESTMENT STRATEGIES
Under normal conditions, the Fund invests at least 80% of its net assets in securities of companies principally engaged in gold-related activities, instruments that derive their value from gold, gold coins and bullion. A company principally engaged in gold-related activities is one that derives at least 50% of its revenues from gold-related
activities, including the exploration, mining or processing of or dealing in gold. The Fund concentrates its investments in the gold-mining industry and therefore invests 25% or more of its total assets in such industry. The Fund is considered to be non-diversified which means that it may invest in fewer securities than a diversified
fund.
The Fund invests in securities of companies with economic ties to countries throughout the world, including the U.S. Under ordinary circumstances, the Fund will invest in securities of issuers from a number of different countries. The Fund may invest in securities of companies of any capitalization range. The Fund primarily invests in
companies that the portfolio manager believes represent value opportunities and/or that have growth potential within their market niche, through their ability to increase production capacity at reasonable cost or make gold discoveries around the world. The portfolio manager utilizes both a macro-economic examination of gold market
themes and a fundamental analysis of prospective companies in the search for value and growth opportunities.
The Fund may invest up to 12.5% of its net assets, as of the date of the investment, in gold and silver coins, as well as gold, silver, platinum and palladium bullion. The Funds investments in coins and bullion will not earn income, and the sole source of return to the Fund from these investments will be from gains or losses realized on
the sale of such investments.
The Fund may use derivative instruments, such as structured notes, futures, options and swap agreements, to gain or hedge exposure. The Fund may invest up to 20% of its net assets in securities issued by other investment companies, including exchange-traded funds (ETFs). The Fund may also invest in money market funds, but
these investments are not subject to this limitation. The Fund may invest in ETFs to participate in, or gain rapid exposure to, certain market sectors, or when direct investments in certain countries are not permitted.
There is no assurance that the Fund will achieve its investment objective. The Funds share price and return will fluctuate with changes in the market value of the Funds portfolio securities. Accordingly, an investment in the Fund involves the risk of losing money.
Commodities and Commodity-Linked Derivatives.
Exposure to the commodities markets, such as precious metals, industrial metals, gas and other energy products and natural resources, may subject a Fund to greater volatility than investments in traditional securities. The commodities markets may fluctuate widely based on a
variety of factors including changes in overall market movements, political and economic events and policies, war, acts of terrorism and changes in interest rates or inflation rates. Because the value of a commodity-linked derivative instrument and structured note typically are based upon the price movements of physical commodities,
the value of these securities will rise or fall in response to changes in the underlying commodities or related index of investment.
Concentration in Gold-Mining Industry.
The Fund may be subject to greater risks and market fluctuations than a fund whose portfolio has exposure to a broader range of industries. The Fund may be susceptible to financial, economic, political or market events, as well as government regulation, impacting the gold industry.
Fluctuations in the price of gold often dramatically affect the profitability of companies in the gold industry.
Derivatives.
The use of derivatives, such as swap agreements, options, warrants, futures contracts, currency forwards and structured notes, presents risks different from, and possibly greater than, the risks associated with investing directly in traditional securities. The use of derivatives can lead to losses because of adverse movements
in the price or value of the underlying security, asset, index or reference rate. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing a Fund to lose more money than it would have lost had it invested in the underlying security. Also, a liquid secondary market may not always exist for the Funds
derivative positions at times when the Fund might wish to terminate or sell such positions and over the counter instruments may be illiquid.
Direct Investments.
Direct investments may involve a high degree of business and financial risk that can result in substantial losses. Because of the absence of any public trading market for these investments, a Fund may take longer to liquidate these positions than would be the case for publicly traded securities. Direct investments
are generally considered illiquid and will be aggregated with other illiquid investments for purposes of the limitation on illiquid investments.
10
Emerging Markets Securities.
Emerging markets securities typically present even greater exposure to the risks described under Foreign Securities and may be particularly sensitive to certain economic changes. Emerging markets securities are exposed to a number of risks that may make these investments volatile in price or difficult
to trade.
Foreign Currency Transactions.
An investment transacted in a foreign currency may lose value due to fluctuations in the rate of exchange. These fluctuations can make the return on an investment go up or down, entirely apart from the quality or performance of the investment itself.
Foreign Securities.
Foreign investments are subject to greater risks than U.S. domestic investments. These additional risks may include exchange rate fluctuations and exchange controls; less publicly available information; more volatile or less liquid securities markets; and the possibility of arbitrary action by foreign governments, or
political, economic or social instability. Foreign companies also may be subject to significantly higher levels of taxation than U.S. companies, including potentially confiscatory levels of taxation, thereby reducing the earnings potential of such foreign companies.
Investments in Other Investment Companies.
A Funds investment in another investment company may subject the Fund indirectly to the underlying risks of the investment company. The Fund also will bear its share of the underlying investment companys fees and expenses, which are in addition to the Funds own fees and
expenses.
Market.
Market risk refers to the risk that the market prices of securities that a Fund holds will rise or fall, sometimes rapidly or unpredictably. In general, equity securities tend to have greater price volatility than debt securities.
Non-Diversification.
A non-diversified funds greater investment in a single issuer makes the fund more susceptible to financial, economic or market events impacting such issuer. A decline in the value of or default by a single security in the non-diversified funds portfolio may have a greater negative effect than a similar decline or
default by a single security in a diversified portfolio.
Small- and Medium-Capitalization Companies.
Securities of small- and medium-sized companies often have greater price volatility, lower trading volume and less liquidity than larger more established companies. The stocks of small- and medium-sized companies may have returns that vary, sometimes significantly, from the overall
stock market.
The following chart and table provide some indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year and by showing how the Funds average annual total returns compare with those of a broad measure of market performance and one or more other performance measures. For
instance, the NYSE Arca Gold Miners (GDM) Index is a modified market capitalization-weighted index comprised of publicly traded companies involved primarily in the mining for gold. The GDM Index has only been calculated in real time by an independent calculation agent since 10/07/04. The Funds past performance (before and
after taxes) is not necessarily an indication of how the Fund will perform in the future. Sales charges are not reflected; if these amounts were reflected, returns would be lower than those shown.
Additionally, large purchases and/or redemptions of shares of a class, relative to the amount of assets represented by the class, may cause the annual returns for each class to differ. During the 12-month period ended December 31, 2008, the performance of the Class I shares of the Fund was materially affected by significant
redemptions of Class I shares during that period. Performance for Class Y shares is not shown because Class Y shares commenced operations on May 1, 2010. Updated performance information for the Fund is available on the Van Eck website at vaneck.com.
CLASS A: Annual Total Returns (%) as of 12/31
Best Quarter:
+44.96%
1Q 02
Worst Quarter:
-31.82%
3Q 08
11
Average Annual Total Returns as of 12/31/09
1
1 Year
5 Years
10 Years
Life of
Class A Shares
(2/10/56)
Before Taxes
54.34
%
22.40
%
20.67
%
After Taxes on Distributions
1
52.42
%
20.08
%
18.60
%
After Taxes on Distributions and Sale of Fund Shares
1
35.29
%
18.67
%
17.63
%
Class C Shares
(10/3/03)
Before Taxes
61.52
%
23.06
%
20.69
%
Class I Shares
(10/2/06)
Before Taxes
64.34
%
24.00
%
NYSE Arca Gold Miners Index
(reflects no deduction for fees, expenses or taxes)
38.00
%
13.85
%
S&P
®
500 Index
(reflects no deduction for fees, expenses or taxes)
26.47
%
0.42
%
-0.95
%
1
After tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. These returns are shown for one class of shares only; after tax-returns for the other classes may vary. Actual after-tax returns depend on your individual tax situation and may differ from those shown in the preceding
table. The after-tax return information shown above does not apply to Fund shares held through a tax-deferred account, such as a 401(k) plan or Investment Retirement Account.
Investment Adviser.
Van Eck Associates Corporation
Portfolio Manager.
PURCHASE AND SALE OF FUND SHARES
In general, shares of the Fund may be purchased or redeemed on any business day, primarily through financial representatives such as brokers or advisers, or directly by eligible investors through the Funds transfer agent. Purchase minimums for Classes A, C and Y shares are $1000 for an initial purchase and $100 for a subsequent
purchase, with no purchase minimums for any purchase through a retirement or pension plan account, for any wrap fee account and similar programs offered without a sales charge by certain financial institutions and third-party recordkeepers and/or administrators, and for any account using the Automatic Investment Plan, or for any
other periodic purchase program. Purchase minimums for Class I shares are $1 million for an initial purchase and no minimum for a subsequent purchase; the initial minimum may be reduced or waived at the Funds discretion.
The Fund normally distributes net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-advantaged retirement account, such as a 401(k) plan or an individual retirement account (IRA).
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and/or its affiliates may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial professional
to recommend the Fund over another investment. Ask your financial professional or visit your financial intermediarys website for more information.
12
Class
Joseph M. Foster
, Portfolio Manager, 1996
II. INVESTMENT OBJECTIVES, STRATEGIES, POLICIES, RISKS AND OTHER INFORMATION
This section states each Funds investment objective and describes certain strategies and policies that the Fund may utilize in pursuit of its investment objective. This section also provides additional information about the principal risks associated with investing in each Fund.
13
INVESTMENT OBJECTIVES, STRATEGIES, POLICIES, RISKS AND OTHER INFORMATION (continued)
2. ADDITIONAL INFORMATION ABOUT PRINCIPAL INVESTMENT STRATEGIES AND RISKS
COMMODITIES AND COMMODITY-LINKED DERIVATIVES
Funds
Global Hard Assets Fund, International Investors Gold Fund
Definition
Commodities include precious metals (such as gold, silver, platinum and palladium in the form of bullion and coins), industrial metals, gas and other energy products and natural resources. The value of a commodity-linked derivative investment generally is based upon the price movements of a physical
commodity (such as energy, mineral, or agricultural products), a commodity futures contract or commodity index, or other economic variable based upon changes in the value of commodities or the commodities markets. The Fund may seek exposure to the commodity markets through investments in leveraged or
unleveraged commodity-linked or index-linked notes, which are derivative debt instruments with principal and/or coupon payments linked to the value of commodities, commodity futures contracts or the performance of commodity indices. These notes are sometimes referred to as structured notes because the
terms of these notes may be structured by the issuer and the purchaser of the note.
Risk
Exposure to the commodities markets may subject a Fund to greater volatility than investments in traditional securities. The commodities markets may fluctuate widely based on a variety of factors including changes in overall market movements, political and economic events and policies, war, acts of terrorism
and changes in interest rates or inflation rates. Prices of various commodities may also be affected by factors such as drought, floods, weather, embargoes, tariffs and other regulatory developments. The prices of commodities can also fluctuate widely due to supply and demand disruptions in major producing or
consuming regions. Certain commodities may be produced in a limited number of countries and may be controlled by a small number of producers. As a result, political, economic and supply related events in such countries could have a disproportionate impact on the prices of such commodities.
Commodity-Linked Structured Securities.
Because the value of a commodity-linked derivative instrument typically is based upon the price movements of a physical commodity, the value of the commodity-linked derivative instrument may be affected by changes in overall market movements, commodity index
volatility, changes in interest rates, or factors affecting a particular industry. The value of these securities will rise or fall in response to changes in the underlying commodity or related index of investment.
Structured Notes.
Structured notes expose a Fund economically to movements in commodity prices. The performance of a structured note is determined by the price movement of the commodity underlying the note. A highly liquid secondary market may not exist for structured notes, and there can be no
assurance that one will develop. These notes are often leveraged, increasing the volatility of each notes market value relative to changes in the underlying commodity, commodity futures contract or commodity index.
CONCENTRATION IN GOLD-MINING INDUSTRY
Fund
International Investors Gold Fund
Definition
The Fund concentrates its investments in the securities of companies engaged in gold-related activities, including exploration, mining, processing, or dealing in gold.
Risk
The International Investors Gold Fund may be subject to greater risks and market fluctuations than a fund whose portfolio has exposure to a broader range of industries. The Fund may be susceptible to financial, economic, political or market events, as well as government regulation, impacting the gold-mining
industry. Fluctuations in the price of gold often dramatically affect the profitability of companies in the gold-mining industry. Changes in the political or economic climate for a large gold producer, such as South Africa or the former Soviet Union, may have a direct impact on the price of gold worldwide. The value
of securities of companies in the gold-mining industry are highly dependent on the price of gold at any given time.
14
DERIVATIVES
Funds
All Funds
Definition
The term derivatives covers a broad range of financial instruments, including swap agreements, options, warrants, futures contracts, currency forwards and structured notes, whose values are derived, at least in part, from the value of one or more indicators, such as a security, asset, index or reference rate.
Risk
The use of derivatives presents risks different from, and possibly greater than, the risks associated with investing directly in traditional securities. The use of derivatives can lead to losses because of adverse movements in the price or value of the underlying security, asset, index or reference rate, which may be
magnified by certain features of the derivatives. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing a Fund to lose more money than it would have lost had it invested in the underlying security. The values of derivatives may move in unexpected ways, especially in
unusual market conditions, and may result in increased volatility, among other consequences. The use of derivatives may also increase the amount of taxes payable by shareholders. Other risks arise from a Funds potential inability to terminate or sell derivative positions. A liquid secondary market may not
always exist for the Funds derivative positions at times when the Fund might wish to terminate or sell such positions. Over the counter instruments (investments not traded on an exchange) may be illiquid, and transactions in derivatives traded in the over-the counter market are subject to the risk that the other
party will not meet its obligations. The use of derivatives also involves the risk of mispricing or improper valuation and that changes in the value of the derivative may not correlate perfectly with the underlying security, asset, index or reference rate.
DIRECT INVESTMENTS
Funds
All Funds
Definition
Investments made directly with an enterprise through a shareholder or similar agreementnot through publicly traded shares or interests. A Fund will not invest more than 10% of its total assets in direct investments.
Risk
Direct investments may involve a high degree of business and financial risk that can result in substantial losses. Because of the absence of any public trading market for these investments, a Fund may take longer to liquidate these positions than would be the case for publicly traded securities. Although these
securities may be resold in privately negotiated transactions, the prices on these sales could be less than those originally paid by the Fund. Issuers whose securities are not publicly traded may not be subject to public disclosure and other investor protection requirements applicable to publicly traded securities.
Direct investments are generally considered illiquid and will be aggregated with other illiquid investments for purposes of the limitation on illiquid investments.
EMERGING MARKETS SECURITIES
Funds
All Funds
Definition
Securities of companies that are primarily located in developing countries.
Risk
Emerging markets securities typically present even greater exposure to the risks described under Foreign Securities and may be particularly sensitive to certain economic changes. Emerging markets securities are exposed to a number of risks that may make these investments volatile in price or difficult to trade.
Political risks may include unstable governments, nationalization, restrictions on foreign ownership, laws that prevent investors from getting their money out of a country and legal systems that do not protect property rights as well as the laws of the U.S. Market risks may include economies that concentrate in only
a few industries, securities issued that are held by only a few investors, limited trading capacity in local exchanges and the possibility that markets or issues may be manipulated by foreign nationals who have inside information.
15
INVESTMENT OBJECTIVES, STRATEGIES, POLICIES, RISKS AND OTHER INFORMATION (continued)
FOREIGN CURRENCY TRANSACTIONS
Funds
All Funds
Definition
The contracts involved in buying and selling foreign money in order to buy and sell foreign securities denominated in that money.
Risk
An investment transacted in a foreign currency may lose value due to fluctuations in the rate of exchange. These fluctuations can make the return on an investment go up or down, entirely apart from the quality or performance of the investment itself. A Fund may enter into foreign currency transactions either to
facilitate settlement transactions or for purposes of hedging exposure to underlying currencies. To manage currency exposure, the Fund may enter into forward currency contracts to lock in the U.S. dollar price of the security. A forward currency contract involves an agreement to purchase or sell a specified
currency at a specified future price set at the time of the contract.
FOREIGN SECURITIES
Funds
All Funds
Definition
Securities issued by foreign companies, traded in foreign currencies or issued by companies with most of their business interests in foreign countries.
Risk
Foreign investments are subject to greater risks than U.S. domestic investments. These additional risks may include exchange rate fluctuations and exchange controls; less publicly available information; more volatile or less liquid securities markets; and the possibility of arbitrary action by foreign governments,
including the takeover of property without adequate compensation or imposition of prohibitive taxation, or political, economic or social instability. Foreign companies also may be subject to significantly higher levels of taxation than U.S. companies, including potentially confiscatory levels of taxation, thereby reducing
the earnings potential of such foreign companies.
Some of the risks of investing in foreign securities may be reduced when a Fund invests indirectly in foreign securities through American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), American Depositary Shares (ADSs), Global Depositary Shares (GDSs), and other securities which are
traded on larger, recognized exchanges and in stronger, more recognized currencies.
HARD ASSETS SECTORS
Fund
Global Hard Assets Fund
Definition
The Fund concentrates its investments in the securities of hard asset companies and instruments that derive their value from hard assets. Hard assets include precious metals (including gold), base and industrial metals, energy, natural resources and other commodities, as well as real estate.
Risks
The Fund may be subject to greater risks and market fluctuations than a fund whose portfolio has exposure to a broader range of sectors. The Fund may be susceptible to financial, economic, political or market events, as well as government regulation, impacting the hard assets sectors. Specifically, the energy
sector can be affected by changes in the prices of and supplies of oil and other energy fuels, energy conservation, the success of exploration projects, and tax and other government regulations. The metals sector can be affected by sharp price volatility over short periods caused by global economic, financial and
political factors, resource availability, government regulation, economic cycles, changes in inflation, interest rates, currency fluctuations, metal sales by governments, central banks or international agencies, investment speculation and fluctuations in industrial and commercial supply and demand. The real estate
sector can be affected by possible declines in the value of real estate, possible lack of availability of mortgage funds, extended vacancies of properties, general and local economic conditions, overbuilding, property taxes and operating expenses, natural disasters and changes in interest rates. Precious metals and
natural resources securities are at times volatile and there may be sharp fluctuations in prices, even during periods of rising prices.
16
INVESTMENTS IN OTHER INVESTMENT COMPANIES
Funds
All Funds
Definition
Each Fund may invest up to 20% of its net assets in securities issued by other investment companies (excluding money market funds), including open end and closed end funds and ETFs, subject to the limitations under the 1940 Act. The Funds investments in money market funds are not subject to this
limitation.
Risks
A Funds investment in another investment company may subject the Fund indirectly to the underlying risks of the investment company. The Fund also will bear its share of the underlying investment companys fees and expenses, which are in addition to the Funds own fees and expenses. Shares of closed-end
funds and ETFs may trade at prices that reflect a premium above or a discount below the investment companys net asset value, which may be substantial in the case of closed-end funds. If investment company securities are purchased at a premium to net asset value, the premium may not exist when those
securities are sold and the Fund could incur a loss.
MARKET
Funds
All Funds
Definition
An investment in a Fund involves market riskthe risk that securities prices will rise or fall.
Risk
Market risk refers to the risk that the market prices of securities that a Fund holds will rise or fall, sometimes rapidly or unpredictably. Security prices may decline over short or even extended periods not only because of company-specific developments but also due to an economic downturn, a change in interest
or currency rates or a change in investor sentiment. In general, equity securities tend to have greater price volatility than debt securities.
NON-DIVERSIFICATION
Funds
All Funds
Definition
A non-diversified fund may invest a larger portion of its assets in a single issuer. A diversified fund is required by the 1940 Act, generally, with respect to 75% of its total assets, to invest not more than 5% of such assets in the securities of a single issuer.
Risk
A non-diversified funds greater investment in a single issuer makes the fund more susceptible to financial, economic or market events impacting such issuer. A decline in the value of or default by a single security in the non-diversified funds portfolio may have a greater negative effect than a similar decline or
default by a single security in a diversified portfolio.
SMALL- AND MEDIUM-CAPITALIZATION COMPANIES
Funds
All Funds
Definition
Companies with smaller and medium capitalizations. These companies may have limited product lines, markets or financial resources or depend upon a few key employees.
Risk
Securities of small- and medium-sized companies are often subject to less analyst coverage and may be in early and less predictable periods of their corporate existences. In addition, these companies often have greater price volatility, lower trading volume and less liquidity than larger more established
companies. These companies tend to have smaller revenues, narrower product lines, less management depth and experience, smaller shares of their product or service markets, fewer financial resources and less competitive strength than larger companies. The stocks of small- and medium-sized companies may
have returns that vary, sometimes significantly, from the overall stock market.
17
INVESTMENT OBJECTIVES, STRATEGIES, POLICIES, RISKS AND OTHER INFORMATION (continued)
3. ADDITIONAL INVESTMENT STRATEGIES
INVESTMENTS IN OTHER EQUITY AND FIXED INCOME SECURITIES
Funds
Emerging Markets Fund, Global Hard Assets Fund
Strategy
The investments of the Funds may include, but not be limited to, common stocks, preferred stocks (either convertible or non-convertible), rights, warrants, direct equity interests in trusts, partnerships, joint ventures and other unincorporated entities or enterprises, convertible debt instruments and special classes of
shares available only to foreigners in markets that restrict ownership of certain shares or classes to their own nationals or residents.
INVESTING DEFENSIVELY
Funds
All Funds
Strategy
Each Fund may take temporary defensive positions in anticipation of or in an attempt to respond to adverse market, economic, political or other conditions. Such a position could have the effect of reducing any benefit a Fund may receive from a market increase.
SECURITIES LENDING
Funds
All Funds
Strategy
Each Fund may lend its securities as permitted under the 1940 Act, including by participating in securities lending programs managed by broker-dealers or other institutions. Securities lending allows a Fund to retain ownership of the securities loaned and, at the same time, earn additional income. The borrowings
must be collateralized in full with cash, U.S. government securities or high-quality letters of credit.
A Fund could experience delays and costs in recovering the securities loaned or in gaining access to the securities lending collateral. If a Fund is not able to recover the securities loaned, the Fund may sell the collateral and purchase a replacement investment in the market. The value of the collateral could
decrease below the value of the replacement investment by the time the replacement investment is purchased. Cash received as collateral and which is invested is subject to market appreciation and depreciation.
4. OTHER INFORMATION AND POLICIES
CHANGING A FUNDS 80% POLICY
A Funds policy of investing at least 80% of its net assets (which includes net assets plus any borrowings for investment purposes) may be changed by the Board of Trustees without a shareholder vote, as long as shareholders are given 60 days notice of the change.
PORTFOLIO HOLDINGS INFORMATION
Generally, it is the Funds and Advisers policy that no current or potential investor, including any Fund shareholder, shall be provided information about the Funds portfolio on a preferential basis in advance of the provision of that information to other investors. A complete description of the Funds policies and procedures with respect
to the disclosure of the Funds portfolio securities is available in the Funds Statement of Additional Information (SAI).
Limited portfolio holdings information for the Funds is available to all investors on the Van Eck website at vaneck.com. This information regarding the Funds top holdings and country and sector weightings, updated as of each month-end, is located on this website. Generally, this information is posted to the website within 30 days of the
end of the applicable month. This information generally remains available on the website until new information is posted. Each Fund reserves the right to exclude any portion of these portfolio holdings from publication when deemed in the best interest of the Fund, and to discontinue the posting of portfolio holdings information at any
time, without prior notice.
PORTFOLIO INVESTMENTS
The percentage limitations relating to the composition of a Funds portfolio apply at the time the Fund acquires an investment. A subsequent increase or decrease in percentage resulting from a change in the value of portfolio securities or the total or net assets of the Fund will not be considered a violation of the restriction.
18
1. HOW TO BUY, SELL, EXCHANGE OR TRANSFER SHARES
Each Fund offers Class A, Class C, Class I and Class Y shares. Information related to how to buy, sell, exchange and transfer shares is discussed below. See the Minimum Purchase section for information related to initial and subsequent minimum investment amounts. The minimum investment amounts vary by share class.
Through a Financial Intermediary
Primarily, accounts are opened through a financial intermediary. The applicable sales charge will be the same, whether you buy indirectly through a financial intermediary (broker, bank, adviser or agent) or directly through the transfer agent. Please contact your representative for details.
Through the Transfer Agent, DST Systems, Inc. (DST)
You may buy (purchase), sell (redeem), exchange, or transfer ownership of Class A, Class C and Class I shares directly through DST by mail or telephone, as stated below. For Class Y shares, shareholders must open accounts and transact business through a financial intermediary.
The Funds mailing address at DST is:
Van Eck Global
For overnight delivery:
Van Eck Global
Non-resident aliens cannot make a direct investment to establish a new account in the Funds, but may invest through their broker or agent and certain foreign financial institutions that have agreements with Van Eck.
To telephone the Funds at DST, call Van Ecks Account Assistance at 800-544-4653.
Purchase by Mail
To make an initial purchase, complete the Van Eck Account Application and mail it with your check made payable to Van Eck Funds. Subsequent purchases can be made by check with the remittance stub of your account statement. You cannot make a purchase by telephone. We cannot accept third party checks, starter checks,
money orders, travelers checks, cashier checks, checks drawn on a foreign bank, or checks not in U.S. Dollars. There are separate applications for Van Eck retirement accounts (see Retirement Plans for details). For further details, see the application or call Account Assistance.
Telephone RedemptionProceeds by Check 800-345-8506
If your account has the optional Telephone Redemption Privilege, you can redeem up to $50,000 per day. The redemption check must be payable to the registered owner(s) at the address of record (which cannot have been changed within the past 30 days). You automatically get the Telephone Redemption Privilege (for eligible
accounts) unless you specifically refuse it on your Account Application, on broker/agent settlement instructions, or by written notice to DST. All accounts are eligible for the privilege except those registered in street, nominee, or corporate name and custodial accounts held by a financial institution, including Van Eck sponsored retirement
plans.
Expedited RedemptionProceeds by Wire 800-345-8506
If your account has the optional Expedited Redemption Privilege, you can redeem a minimum of $1,000 or more per day by telephone or written request with the proceeds wired to your designated bank account. This privilege must be established in advance by Application. For further details, see the Application or call Account
Assistance.
Written Redemption
Your written redemption (sale) request must include:
<
Fund and account number.
<
Number of shares or dollar amount to be redeemed, or a request to sell all shares.
<
Signatures of all registered account holders, exactly as those names appear on the account registration, including any additional documents concerning authority and related matters in the case of estates, trusts, guardianships, custodianships, partnerships and corporations, as requested by DST.
19
P.O. Box 218407
Kansas City, MO 64121-8407
210 W. 10th St., 8th Fl.
Kansas City, MO 64105-1802
SHAREHOLDER INFORMATION (continued)
<
Special instructions, including bank wire information or special payee or address.
A signature guarantee for each account holder will be required if:
<
The redemption is for $50,000 or more.
<
The redemption amount is wired.
<
The redemption amount is paid to someone other than the registered owner.
<
The redemption amount is sent to an address other than the address of record.
<
The address of record has been changed within the past 30 days.
Institutions eligible to provide signature guarantees include banks, brokerages, trust companies, and some credit unions.
Telephone Exchange 800-345-8506
If your account has the optional Telephone Exchange Privilege, you can exchange between Funds of the same Class without any additional sales charge. (Shares originally purchased into the Van Eck Money Fund (the Money Fund), which paid no sales charge, may pay an initial sales charge the first time they are exchanged into
another Class A fund.) Exchanges of Class C shares are exempt from the redemption sales charge. All accounts are eligible except for omnibus accounts or those registered in street name and certain custodial retirement accounts held by a financial institution other than Van Eck. For further details regarding exchanges, please see the
application, Limits and Restrictions and Unauthorized Telephone Requests below, or call Account Assistance.
Written Exchange
Written requests for exchange must include:
<
The fund and account number to be exchanged out of.
<
The fund to be exchanged into.
<
Directions to exchange all shares or a specific number of shares or dollar amount.
<
Signatures of all registered account holders, exactly as those names appear on the account registration, including any additional documents concerning authority and related matters in the case of estates, trusts, guardianships, custodianships, partnerships and corporations, as requested by DST.
For further details regarding exchanges, please see the applicable information in Telephone Exchange.
Certificates
Certificates are not issued for new or existing shares.
Transfer of Ownership
Requests must be in writing and provide the same information and legal documentation necessary to redeem and establish an account, including the social security or tax identification number of the new owner.
Redemption in Kind
Each Fund reserves the right to satisfy redemption requests by making payment in securities (known as a redemption in kind). In such case, the Fund may pay all or part of the redemption in securities of equal value as permitted under the 1940 Act, and the rules thereunder. The redeeming shareholder should expect to incur
transaction costs upon the disposition of the securities received.
LIMITS AND RESTRICTIONS
Frequent Trading Policy
The Board of Trustees has adopted policies and procedures reasonably designed to deter frequent trading in shares of each Fund, commonly referred to as market timing, because such activities may be disruptive to the management of each Funds portfolio and may increase a Funds expenses and negatively impact the Funds
performance. As such, each Fund may reject a purchase or exchange transaction or restrict an account from investing in the Fund for any reason if the Adviser, in its sole discretion, believes that a shareholder is engaging in market timing activities that may be harmful to the Fund. Each Fund discourages and does not accommodate
frequent trading of shares by its shareholders.
Each Fund invests portions of its assets in securities of foreign issuers, and consequently may be subject to an increased risk of frequent trading activities because frequent traders may attempt to take advantage of time zone differences between the foreign markets in which the Funds portfolio securities trade and the time as of which
the Funds net asset value is calculated (time-zone arbitrage). Each Funds investments in other types of securities may also be susceptible to frequent trading strategies. These investments include securities that are, among other things, thinly traded, traded
20
infrequently, or relatively illiquid, which have the risk that the current market price for the securities may not accurately reflect current market values. Each Fund has adopted fair valuation policies and procedures intended to reduce the Funds exposure to potential price arbitrage. However, there is no guarantee that a Funds net asset
value will immediately reflect changes in market conditions.
Each Fund uses a variety of techniques to monitor and detect abusive trading practices, such as monitoring purchases, redemptions and exchanges that meet certain criteria established by the Fund, and making inquiries with respect to such trades. If a transaction is rejected or an account restricted due to suspected market timing, the
investor or his or her financial adviser will be notified.
With respect to trades that occur through omnibus accounts at intermediaries, such as broker-dealers and third party administrators, each Fund requires all such intermediaries to agree to cooperate in identifying and restricting market timers in accordance with the Funds policies and will periodically request customer trading activity in
the omnibus accounts based on certain criteria established by the Fund. There is no assurance that a Fund will request such information with sufficient frequency to detect or deter excessive trading or that review of such information will be sufficient to detect or deter excessive trading in omnibus accounts effectively.
Although each Fund will use reasonable efforts to prevent market timing activities in the Funds shares, there can be no assurances that these efforts will be successful. As some investors may use various strategies to disguise their trading practices, a Funds ability to detect frequent trading activities by investors that hold shares
through financial intermediaries may be limited by the ability and/or willingness of such intermediaries to monitor for these activities.
For further details, contact Account Assistance.
Unauthorized Telephone Requests
Like most financial organizations, Van Eck, the Funds and DST may only be liable for losses resulting from unauthorized transactions if reasonable procedures designed to verify the callers identity and authority to act on the account are not followed.
If you do not want to authorize the Telephone Exchange or Redemption privilege on your eligible account, you must refuse it on the Account Application, broker/agent settlement instructions, or by written notice to DST. Van Eck, the Funds, and DST reserve the right to reject a telephone redemption, exchange, or other request without
prior notice either during or after the call. For further details, contact Account Assistance.
AUTOMATIC SERVICES
Automatic Investment Plan
You may authorize DST to periodically withdraw a specified dollar amount from your bank account and buy shares in your Fund account. For further details and to request an Application, contact Account Assistance.
Automatic Exchange Plan
You may authorize DST to periodically exchange a specified dollar amount for your account from one Fund to another Fund. The Plan is available to Class A shares only. For further details and to request an Application, contact Account Assistance.
Automatic Withdrawal Plan
You may authorize DST to periodically withdraw (redeem) a specified dollar amount from your Fund account and mail a check to you for the proceeds. Your Fund account must be valued at $10,000 or more at the current offering price to establish the Plan. The Plan is available to Class A shares only. For further details and to request
an Application, contact Account Assistance.
MINIMUM PURCHASE
Each class can set its own transaction minimums and may vary with respect to expenses for distribution, administration and shareholder services.
For Class A, Class C and Class Y shares, an initial purchase of $1,000 and subsequent purchases of $100 or more are required for non-retirement accounts. There are no purchase minimums for any retirement or pension plan account, for any account using the Automatic Investment Plan, or for any other periodic purchase program.
Minimums may be waived for initial and subsequent purchases through wrap fee and similar programs offered without a sales charge by certain financial institutions and third-party recordkeepers and/or administrators.
For Class I shares, an initial purchase by an eligible investor of $1 million is required. The minimum initial investment requirement may be waived or aggregated among investors, in the Advisers discretion, for investors in certain fee-based,
21
SHAREHOLDER INFORMATION (continued)
wrap or other no-load investment programs, and for an eligible Employer-Sponsored Retirement Plan with plan assets of $3 million or more, sponsored by financial intermediaries that have entered into a Class I agreement with Van Eck, as well as for other categories of investors. An Employer-Sponsored Retirement Plan includes (a)
an employer sponsored pension or profit sharing plan that qualifies (a Qualified Plan) under section 401(a) of the Internal Revenue Code of 1986, as amended (the Code), including Code section 401(k), money purchase pension, profit sharing and defined benefit plans; (b) an ERISA-covered 403(b) plan; and (c) certain non-qualified
deferred compensation arrangements that operate in a similar manner to a Qualified Plan, such as 457 plans and executive deferred compensation arrangements, but not including employer-sponsored IRAs. There are no minimum investment requirements for subsequent purchases to existing accounts. To be eligible to purchase Class
I shares, you must also qualify as specified in How to Choose a Class of Shares.
ACCOUNT VALUE AND REDEMPTION
If the value of your account falls below $1,000 for Class A, Class C and Class Y shares and below $500,000 for Class I shares after the initial purchase, each Fund reserves the right to redeem your shares after 30 days notice to you.
This does not apply to accounts exempt from purchase minimums as described above.
HOW FUND SHARES ARE PRICED
Each Fund buys or sells its shares at its net asset value, or NAV, per share next determined after receipt of a purchase or redemption plus any applicable sales charge. Each Fund calculates its NAV every day the New York Stock Exchange (NYSE) is open, as of the close of regular trading on the NYSE, which is normally 4:00 p.m.
Eastern Time.
You may enter a buy or sell order when the NYSE is closed for weekends or holidays. If that happens, your price will be the NAV calculated as of the close of the next regular trading session of the NYSE. Each Fund may invest in certain securities which are listed on foreign exchanges that trade on weekends or other days when the
Funds do not price their shares. As a result, the NAV of each Funds shares may change on days when shareholders will not be able to purchase or redeem shares.
Each Funds investments are generally valued based on market quotations. When market quotations are not readily available for a portfolio security, or in the opinion of the Adviser do not reflect the securitys value, a Fund will use the securitys fair value as determined in good faith in accordance with the Funds Fair Value Pricing
Procedures, which have been approved by the Board of Trustees. As a general principle, the current fair value of a security is the amount which a Fund might reasonably expect to receive for the security upon its current sale. The Funds Pricing Committee, whose members are selected by the senior management of the Adviser, is
responsible for recommending fair value procedures to the Board of Trustees and for administering the process used to arrive at fair value prices.
Factors that may cause a Fund to use the fair value of a portfolio security to calculate the Funds NAV include, but are not limited to: (1) market quotations are not readily available because a portfolio security is not traded in a public market or the principal market in which the security trades is closed, (2) trading in a portfolio security
is limited or suspended and not resumed prior to the time at which the Fund calculates its NAV, (3) the market for the relevant security is thin, or the price is stale (
e.g.
, because its price doesnt change in five consecutive business days), (4) the Adviser determines that a market quotation is inaccurate, for example, because price
movements are highly volatile and cannot be verified by a reliable alternative pricing source, or (5) where a significant event affecting the value of a portfolio security is determined to have occurred between the time of the market quotation provided for a portfolio security and the time at which the Fund calculates its NAV.
In determining the fair value of securities, the Pricing Committee will consider, among other factors, the fundamental analytical data relating to the security, the nature and duration of any restrictions on disposition of the security, and the forces influencing the market in which the security is traded.
Foreign securities in which the Funds invest may be traded in markets that close before the time that each Fund calculates its NAV. Foreign securities are normally priced based upon the market quotation of such securities as of the close of their respective principal markets, as adjusted to reflect the Advisers determination of the
impact of events, such as a significant movement in the U.S. markets occurring subsequent to the close of such markets but prior to the time at which the Fund calculates its NAV.
Certain of the Funds portfolio securities are valued by an outside pricing service approved by the Board of Trustees. The pricing service may utilize an automated system incorporating a model based on multiple parameters, including a securitys local closing price (in the case of foreign securities), relevant general and sector indices,
currency fluctuations, and trading in depository receipts and futures, if applicable, and/or research evaluations by its staff, in determining what it believes is the fair valuation of the portfolio securities valued by such pricing service.
22
There can be no assurance that the Funds could purchase or sell a portfolio security at the price used to calculate the Funds NAV. Because of the inherent uncertainty in fair valuations, and the various factors considered in determining value pursuant to the Funds fair value procedures, there can be significant deviations between a
fair value price at which a portfolio security is being carried and the price at which it is purchased or sold. Furthermore, changes in the fair valuation of portfolio securities may be less frequent, and of greater magnitude, than changes in the price of portfolio securities valued by an independent pricing service, or based on market
quotations.
2. HOW TO CHOOSE A CLASS OF SHARES
The Funds offer four classes of shares with different sales charges and 12b-1 fee schedules, designed to provide you with different purchase options according to your investment needs. Class A and Class C shares are offered to the general public and differ in terms of sales charges and ongoing expenses. Shares of the Money Fund
are not available for exchange with Class C, Class I or Class Y shares. Class C shares automatically convert to Class A shares eight years after each individual purchase. Class I shares are offered to eligible investors primarily through certain financial intermediaries that have entered into a Class I Agreement with Van Eck. The Funds
reserve the right to accept direct investments by eligible investors. Class Y shares are offered only to investors through wrap fee and similar programs offered without a sales charge by certain financial intermediaries and third-party recordkeepers and/or administrators that have entered into a Class Y agreement with Van Eck.
<
CLASS A Shares
are offered at net asset value plus an initial sales charge at time of purchase of up to 5.75% of the public offering price. The initial sales charge is reduced for purchases of $25,000 or more. For further information regarding sales charges, breakpoints and other discounts, please see below. The 12b-1 fee is
0.25% annually.
<
CLASS C Shares
are offered at net asset value with no initial sales charge, but are subject to a contingent deferred redemption charge (CDRC) of 1.00% on all redemptions during the first 12 months after purchase. The CDRC may be waived under certain circumstances; please see below. The 12b-1 fee is 1.00% annually.
<
CLASS I Shares
are offered with no sales charges on purchases, no CDRC, and no 12b-1 fee. To be eligible to purchase Class I (Institutional) shares, you must be an eligible investor that is making or has made a minimum initial investment of at least $1 million (which may be reduced or waived under certain circumstances) in
Class I shares of a Fund. Eligible investors in Class I shares include corporations, foundations, family offices and other institutional organizations; high net worth individuals; or a bank, trust company or similar institution investing for its own account or for the account of a client when such institution has entered into a Class I
agreement with Van Eck and makes Class I shares available to the clients program or plan.
<
CLASS Y Shares
are offered with no sales charges on purchases, no CDRC, and no 12b-1 fee. To be eligible to purchase Class Y shares, you must be an eligible investor in a wrap-fee or other fee-based program, including an Employer-Sponsored Retirement Plan, offered through a financial intermediary that has entered into
a Class Y Agreement with Van Eck, and makes Class Y shares available to that program or plan. An Employer-Sponsored Retirement Plan includes (a) an employer sponsored pension or profit sharing plan that qualifies (a Qualified Plan) under section 401(a) of the Internal Revenue Code of 1986, as amended (the Code),
including Code section 401(k), money purchase pension, profit sharing and defined benefit plans; (b) an ERISA-covered 403(b) plan; and (c) certain non-qualified deferred compensation arrangements that operate in a similar manner to a Qualified Plan, such as 457 plans and executive deferred compensation arrangements, but
not including employer-sponsored IRAs.
Financial intermediaries may offer their clients more than one class of shares of a Fund. Investors should consider carefully a Funds share class expenses and applicable sales charges and fees plus any separate transaction and other fees charged by such intermediaries in connection with investing in each available share class before
selecting a share class. It is the responsibility of the financial intermediary and the investor to choose the proper share class and notify DST or Van Eck of that share class at the time of each purchase. More information regarding share class eligibility is available in the How to Buy, Sell, Exchange, or Transfer Shares section of the
Prospectus and in Purchase of Shares in the SAI.
Unless you are eligible for a waiver, the public offering price you pay when you buy Class A shares of the Fund is the Net Asset Value (NAV) of the shares plus an initial sales charge. The initial sales charge varies depending upon the size of your purchase, as set forth below. No sales charge is imposed where Class A or Class C
shares are issued to you pursuant to the automatic investment of income dividends or capital gains distribution. It is the responsibility of the financial intermediary to ensure that the investor obtains the proper breakpoint discount. Class C, Class I and Class Y do not have an initial sales charge; however, Class C does charge a
contingent deferred redemption charge as set forth below.
23
SHAREHOLDER INFORMATION (continued)
Class A Shares Sales Charges
Dollar Amount of Purchase
Sales Charge as a
Percentage to
Offering
Net Amount
Less than $25,000
5.75
%
6.10
%
5.00
%
$25,000 to less than $50,000
5.00
%
5.30
%
4.25
%
$50,000 to less than $100,000
4.50
%
4.70
%
3.90
%
$100,000 to less than $250,000
3.00
%
3.10
%
2.60
%
$250,000 to less than $500,000
2.50
%
2.60
%
2.20
%
$500,000 to less than $1,000,000
2.00
%
2.00
%
1.75
%
$1,000,000 and over
None
2
(1)
Brokers or Agents who receive substantially all of the sales charge for shares they sell may be deemed to be statutory underwriters.
(2)
The Distributor may pay a Finders Fee of up to 1% to eligible brokers and agents on qualified commissionable purchases at or above the $1 Million breakpoint. For details, contact the Distributor.
Class C Shares Sales Charges
Year Since Purchase
Contingent Deferred
First
1.00% of the lesser of NAV or purchase price
Second and thereafter
None
Class C Broker/Agent Compensation: 1.00% (0.75 of 1% distribution fee and 0.25 of 1.00% service fee) of the amount purchased at time of investment.
Shares will be redeemed in the following order: (1) shares not subject to the CDRC (dividend reinvestment, etc.), (2) first in, first out.
REDUCED OR WAIVED SALES CHARGES
You may qualify for a reduced or waived sales charge as stated below, or under other appropriate circumstances. You (or your broker or agent) must notify DST or Van Eck at the time of each purchase or redemption whenever a reduced or waived sales charge is applicable. The term purchase refers to a single purchase by an
individual (including spouse and children under age 21), corporation, partnership, trustee, or other fiduciary for a single trust, estate, or fiduciary account. For further details, see the SAI. The value of shares owned by an individual in Class A and Class C of each of the Van Eck Funds may be combined for a reduced sales charge in
Class A shares only. (The Money Fund cannot be combined for a reduced sales charge in Class A shares.)
In order to obtain a reduced sales charge (
i.e.
, breakpoint discount) or to meet an eligibility minimum, it will be necessary at the time of purchase for you to inform your broker or agent (or DST or Van Eck), of the existence of other accounts in which there are holdings eligible to be aggregated to meet the sales load breakpoints or
eligibility minimums.
The Funds make available information regarding applicable sales loads, breakpoint discounts, reduced or waived sales charges and eligibility minimums, on their website at vaneck.com, free of charge.
FOR CLASS A SHARES
Right of Accumulation
When you buy shares, the amount you purchase will be combined with the value, at current offering price, of any existing Fund shares you own. This total will determine the sales charge level for which you qualify.
Combined Purchases
The combined amounts of your multiple purchases in the Funds on a single day determines the sales charge level for which you qualify.
Letter of Intent
If you plan to make purchases in the Funds within a 13 month period that total an amount equal to a reduced sales charge level, you can establish a Letter of Intent (LOI) for that amount. Under the LOI, your initial and subsequent purchases during that period receive the sales charge level applicable to that total amount. For escrow
provisions and details, see the Application.
24
Percentage of
Brokers or Agents
1
Price
Invested
Redemption Charge (CDRC)
Persons Affiliated with Van Eck
Trustees, officers, and full-time employees (and their families) of the Funds, Adviser or Distributor may buy without a sales charge. Also, employees (and their spouses and children under age 21) of a brokerage firm or bank that has a selling agreement with Van Eck, and other affiliates and agents, may buy without a sales charge.
Load-waived Programs Through Financial Intermediaries
Financial intermediaries that meet certain requirements and: (i) are compensated by their clients on a fee-only basis, including but not limited to Investment Advisors, Financial Planners, and Bank Trust Departments; or (ii) have entered into an agreement with Van Eck to offer Class A shares through a no-load network or platform, may
buy without a sales charge on behalf of their clients.
Foreign Financial Institutions
Certain foreign financial institutions that have international selling agreements with Van Eck may buy shares with a reduced or waived sales charge for their omnibus accounts on behalf of foreign investors. Shareholders who purchase shares through a foreign financial institution at a fixed breakpoint may pay a greater or lesser sales
charge than if they purchased directly through a U.S. dealer.
Institutional Retirement Programs
Certain financial institutions and third-party recordkeepers and/or administrators who have agreements with Van Eck may buy shares without a sales charge for their accounts on behalf of investors in retirement plans and deferred compensation plans other than IRAs.
Buy-back Privilege
You have the right, once a year, to reinvest proceeds of a redemption from Class A shares of a Fund into that Fund or Class A shares of another Fund within 30 days without a sales charge (excluding the Money Fund). If you invest into the same Fund within 30 days before or after you redeem your shares at a loss, the wash sale
rules apply to disallow for tax purposes a loss realized upon redemption.
FOR CLASS C SHARES
Death or Disability
The CDRC may be waived upon (1) death or (2) disability as defined by the Internal Revenue Code.
Certain Retirement Distributions
The CDRC may be waived for lump sum or other distributions from IRA, Qualified (Pension and Profit Sharing) Plans, and 403(b) accounts following retirement or at age 70
1
/
2
. It is also waived for distributions from qualified pension or profit sharing plans after employment termination after age 55. In addition, it is waived for shares
redeemed as a tax-free return of an excess contribution.
Conversion Feature
After eight years, Class C shares of each of the Funds will convert automatically to Class A shares of the respective Fund with no initial sales charge. The eight-year period runs from the last day of the month in which the shares were purchased, or in the case of Class C shares acquired through an exchange, from the last day of the
month in which the original Class C shares were purchased. Class C shares held for eight years are converted to Class A shares on the fifth calendar day of the month following their eight-year anniversary (or the next business day thereafter if the fifth is a non-business day).
FOR CLASS I AND CLASS Y SHARES
No initial sales charge, or CDRC fee is imposed on Class I or Class Y shares. Class I and Class Y are a no-load share class.
4. HOUSEHOLDING OF REPORTS AND PROSPECTUSES
If more than one member of your household is a shareholder of any of the funds in the Van Eck Family of Funds, regulations allow us to deliver single copies of your shareholder reports, prospectuses and prospectus supplements to a shared address for multiple shareholders. For example, a husband and wife with separate accounts
in the same fund who have the same shared address generally receive two separate envelopes containing the same report or prospectus. Under the system, known as householding, only one envelope containing one copy of the same report or prospectus will be mailed to the shared address for the household. You may benefit from
this system in two ways, a reduction in mail you receive and a reduction in fund expenses due to lower fund printing and mailing costs. However, if you prefer to continue to receive separate shareholder reports and prospectuses for each shareholder living in your household now or at any time in the future, please call Account
Assistance at 800-544-4653.
25
SHAREHOLDER INFORMATION (continued)
Fund shares may be invested in tax-advantaged retirement plans sponsored by Van Eck or other financial organizations. Retirement plans sponsored by Van Eck use State Street Bank and Trust Company as custodian and must receive investments directly by check or wire using the appropriate Van Eck retirement plan application.
Confirmed trades through a broker or agent cannot be accepted. To obtain applications and helpful information on Van Eck retirement plans, contact your broker or agent or Account Assistance.
Retirement Plans Sponsored by Van Eck:
Traditional IRA
Roth IRA
SEP IRA
Qualified (Pension and Profit Sharing) Plans
TAXATION OF DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS YOU RECEIVE
For tax-reportable accounts, dividends and capital gains distributions are normally taxable even if they are reinvested. Certain dividends are treated as qualified dividend income, taxable at long-term capital gain rates. Other dividends and short-term capital gains are taxed as ordinary income. Long-term capital gains are taxed at long-
term capital gain rates. Tax laws and regulations are subject to change.
TAXATION OF SHARES YOU SELL
For tax-reportable accounts, when you redeem your shares you may incur a capital gain or loss on the proceeds. The amount of gain or loss, if any, is the difference between the amount you paid for your shares (including reinvested dividends and capital gains distributions) and the amount you receive from your redemption. Be sure
to keep your regular statements; they contain the information necessary to calculate the capital gain or loss.
An exchange of shares from one Fund to another will be treated as a sale and purchase of Fund shares. It is therefore a taxable event.
NON-RESIDENT ALIENS
Dividends and short-term capital gains, if any, made to non-resident aliens are subject to a withholding tax (or lower tax treaty rates for certain countries). The Internal Revenue Service considers these dividends U.S. source income. Currently, the Funds are not required to withhold tax from distributions of long-term capital gains or
redemption proceeds if non-resident alien status is properly certified.
7. DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
Dividends and capital gains distributions are generally declared and paid annually in December. See your tax adviser for details. Short-term capital gains are treated like dividends and follow that schedule. Occasionally, a dividend and/or capital gain distribution may be made outside of the normal schedule.
Dividends and Capital Gains Distribution Schedule
Fund
Dividends and
Distribution of
Emerging Markets Fund
December
December
Global Hard Assets Fund
December
December
International Investors Gold Fund
December
December
Dividends and Capital Gains Distributions Reinvestment Plan
Dividends and/or distributions are automatically reinvested into your account without a sales charge, unless you elect a cash payment. You may elect cash payment either on your original Account Application, or by calling Account Assistance at 800-544-4653.
Divmove
You can have your cash dividends from a Class A Fund automatically invested in Class A shares of another Van Eck Fund. Cash dividends are invested on the payable date, without a sales charge. For details and an Application, call Account Assistance.
26
Short-Term Capital Gains
Long-Term Capital Gains
SHAREHOLDER INFORMATION (continued)
INFORMATION ABOUT FUND MANAGEMENT
INVESTMENT ADVISER
Van Eck Associates Corporation (the Adviser), 335 Madison Avenue, New York, New York 10017 has been an investment adviser since 1955 and also acts as adviser or sub-adviser to other mutual funds, hedge funds, ETFs, pension plans and other investment accounts.
John C. van Eck and members of his immediate family own 100% of the voting stock of the Adviser. As of December 31, 2009, the Advisers assets under management were approximately $19.3 billion.
Fees paid to the Adviser:
Emerging Markets Fund pays the Adviser a monthly fee at the annual rate of 0.75% of average daily net assets. Global Hard Assets Fund pays the Adviser a monthly fee at the annual rate of 1.00% of the first $2.5 billion of average daily net assets of the Fund and 0.90% of average daily net assets in
excess of $2.5 billion, which includes the fees paid for accounting and administrative services. International Investors Gold Fund pays the Adviser a monthly fee at the annual rate of 0.75% on the first $500 million of average daily net assets of the Fund, 0.65% on the next $250 million of average daily net assets and 0.50% of average
daily net assets in excess of $750 million. The Adviser also performs accounting and administrative services for Emerging Markets Fund and International Investors Gold Fund. For these services, Emerging Markets Fund pays the Adviser a monthly fee at the annual rate of 0.25% of average daily net assets and International Investors
Gold Fund pays the Adviser a monthly fee at the annual rate of 0.25% on the first $750 million of average daily net assets and 0.20% of average daily net assets in excess of $750 million.
The Adviser has agreed to waive fees and/or pay expenses for Emerging Markets Fund to the extent necessary to prevent the operating expenses of Emerging Markets Fund (excluding acquired fund fees and expenses, interest expense, trading expenses, dividends on securities sold short, taxes and extraordinary expenses) from
exceeding 1.95% for Class A, 2.50% for Class C, 1.25% for Class I, and 1.70% for Class Y of Emerging Markets Funds average daily net assets per year until May 1, 2011. The expense limitation is expected to continue until the Board of Trustees acts to discontinue all or a portion of such expense limitation.
The Adviser has agreed to waive fees and/or pay expenses for Global Hard Assets Fund to the extent necessary to prevent the operating expenses of Global Hard Assets Fund (excluding acquired fund fees and expenses, interest expense, trading expenses, dividends on securities sold short, taxes and extraordinary expenses) from
exceeding 1.38% for Class A, 2.20% for Class C, 1.00% for Class I, and 1.13% for Class Y of Global Hard Assets Funds average daily net assets per year until May 1, 2011. The expense limitation is expected to continue until the Board of Trustees acts to discontinue all or a portion of such expense limitation.
The Adviser has agreed to waive fees and/or pay expenses for International Investors Gold Fund to the extent necessary to prevent the operating expenses of International Investors Gold Fund (excluding acquired fund fees and expenses, interest expense, trading expenses, dividends on securities sold short, taxes and extraordinary
expenses) from exceeding 1.45% for Class A, 2.20% for Class C, 1.00% for Class I, and 1.20% for Class Y of International Investors Gold Funds average daily net assets per year until May 1, 2011. The expense limitation is expected to continue until the Board of Trustees acts to discontinue all or a portion of such expense limitation.
The Adviser also has agreed to waive fees and/or pay expenses for each Fund to the extent necessary to prevent the operating expenses of a Funds Class Y shares from exceeding the operating expenses of the Funds Class A shares.
For each Funds most recent fiscal year, the advisory fee paid to the Adviser was as follows:
Van Eck Funds
As a % of average
Emerging Markets Fund
0.75%
Global Hard Assets Fund
1.00%
International Investors Gold Fund
0.66%
In September 2009, the Adviser made payments to the Emerging Markets Fund, the Global Hard Assets Fund and the International Investors Gold Fund in the amounts of $248,219, $463,316 and $5,000,000, respectively, in connection with past market timing activities of certain investors.
A discussion regarding the basis for the Boards approval of the investment advisory agreement of each Fund is available in each Funds semi-annual report to shareholders for the six months ended June 30, 2009.
PORTFOLIO MANAGERS AND INVESTMENT TEAM MEMBERS
EMERGING MARKETS FUND
Portfolio Manager
The portfolio manager is responsible for the day-to-day portfolio management of the Fund.
28
daily net assets
David A. Semple.
Mr. Semple has been with the Adviser since 1998 and is currently the portfolio manager of various funds advised by the Adviser.
Investment Team Members
The Funds investment team members provide investment analysis support to the portfolio manager.
Edward M. Kuczma.
Mr. Kuczma joined the Adviser in 2004. He currently serves on the investment team for various funds advised by the Adviser.
Angus Schillington.
Mr. Schillington joined the Adviser in 2009. He currently serves on the investment team for various funds advised by the Adviser. Prior to joining the Adviser, Mr. Schillington was the Head of International Equity at ABN Amro from 2006 to 2008 and Deck Head/Managing Director at BNP Paribas from 2001 to 2006.
GLOBAL HARD ASSETS FUND
Portfolio Manager and Investment Team Members
The Funds investment team is responsible for the day-to-day portfolio management of the Fund.
Derek S. van Eck.
Mr. van Eck has been with the Adviser since 1993. Mr. van Eck has overseen a team of investment professionals that includes specialists in hard asset sectors and in the emerging markets since 1998. He serves as the portfolio manager for the Fund and for various other funds advised by the Adviser.
Charles T. Cameron.
Mr. Cameron has been with the Adviser since 1995 and is currently the Head of Trading.
Joseph M. Foster.
Mr. Foster has been with the Adviser since 1996 and is currently a precious metals mining analyst and is currently the portfolio manager for various funds advised by the Adviser.
Samuel L. Halpert.
Mr. Halpert has been with the Adviser since 2000 and is currently a senior analyst.
Geoffrey R. King.
Mr. King has been with the Adviser since 2007 as a research associate specializing in exploration and production, refining, drilling and alternative energy markets. From October 2006 through January 2007, Mr. King was a Senior Analyst in the Energy Investment Banking group at Merrill Lynch. Prior to October 2006,
Mr. King was a member of the institutional sales desk of Petrie Parkman & Co.
Gregory F. Krenzer.
Mr. Krenzer has been with the Adviser since 1994 as a trader.
Charl P. de M. Malan.
Mr. Malan has been with the Adviser since 2003 and is currently a precious metals and base metals mining senior analyst.
Edward Mitby.
Mr. Mitby has been with the Adviser since 2008 and is currently a senior analyst specializing in alternative energy, industrials, infrastructure and power generation. Prior to joining the Adviser, Mr. Mitby was a senior research analyst with Sailfish Capital Partners. From October 2002 through July 2007, Mr. Mitby was a
proprietary trading portfolio manager with Washington Mutual.
Shawn Reynolds.
Mr. Reynolds has been with the Adviser since 2005 as a senior energy analyst.
INTERNATIONAL INVESTORS GOLD FUND
Portfolio Manager
The portfolio manager is responsible for the day-to-day portfolio management of the Fund.
Joseph M. Foster.
Mr. Foster has been with the Adviser since 1996 and is currently a precious metals mining analyst and is currently the portfolio manager for various funds advised by the Adviser.
Investment Team Member
The Funds investment team member provides investment analysis support to the portfolio manager.
Charl P. de M. Malan.
Mr. Malan has been with the Adviser since 2003 and is currently a precious metals and base metals mining senior analyst.
The SAI provides additional information about the above Portfolio Managers, their compensation, other accounts they manage, and their securities ownership in the Funds.
PLAN OF DISTRIBUTION (12b-1 PLAN)
Each of the Funds has adopted a Plan of Distribution pursuant to Rule 12b-1 under the Act that allows the Fund to pay distribution fees for the sale and distribution of its shares. Of the amounts expended under the plan for the fiscal year ended December 31, 2009 for all Funds, approximately 98% was paid to Brokers and Agents
who sold shares or serviced accounts of Fund shareholders. The remaining 2% was retained by the Distributor to pay expenses such as printing and mailing prospectuses and sales material. Because these fees are paid out of the Funds assets on an on-going basis, over time these fees will increase the cost of your investment and
may cost you more than paying other types of sales charges. Class I and Class Y shares do not have 12b-1 fees. For a complete description of the Plan of Distribution, please see Plan of Distribution in the SAI.
29
SHAREHOLDER INFORMATION (continued)
Van Eck Funds Annual 12b-1 Schedule
Fee to Fund
Payment to Dealer
Emerging Markets Fund-A
0.25
%
0.25
%
Emerging Markets Fund-C
1.00
%
1.00
%*
Global Hard Assets Fund-A
0.25
%
0.25
%
Global Hard Assets Fund-C
1.00
%
1.00
%*
International Investors Gold Fund-A
0.25
%
0.25
%
International Investors Gold Fund-C
1.00
%
1.00
%*
*
THE TRUST
For more information on the Van Eck Funds (the Trust), the Trustees and the Officers of the Trust, see The Trust and Trustees and Officers in the SAI.
EXPENSES
Each Fund bears all expenses of its operations other than those incurred by the Adviser or its affiliate under the Advisory and/or Administrative Agreement with the Trust. For a more complete description of Fund expenses, please see the SAI.
THE DISTRIBUTOR
Van Eck Securities Corporation, 335 Madison Avenue, New York, NY 10017 (the Distributor), a wholly owned subsidiary of the Adviser, has entered into a Distribution Agreement with the Trust.
The Distributor generally sells and markets shares of the Funds through intermediaries, such as broker-dealers. The intermediaries selling the Funds shares are compensated from sales charges and from 12b-1 fees and/or shareholder services fees paid directly and indirectly by the Funds.
In addition, the Distributor may pay certain intermediaries, out of its own resources and not as an expense of the Funds, additional cash or non-cash compensation as an incentive to intermediaries to promote and sell shares of the Funds and other mutual funds distributed by the Distributor. These payments are commonly known as
revenue sharing. The benefits that the Distributor may receive when it makes these payments include, among other things, placing the Funds on the intermediarys sales system and/or preferred or recommended fund list, offering the Funds through the intermediarys advisory or other specialized programs, and/or access (in some
cases on a preferential basis over other competitors) to individual members of the intermediarys sales force. Such payments may also be used to compensate intermediaries for a variety of administrative and shareholders services relating to investments by their customers in the Funds. The fees paid by the Distributor to intermediaries
may be calculated based on the gross sales price of shares sold by an intermediary, the net asset value of shares held by the customers of the intermediary, or otherwise. These fees, may, but are not normally expected to, exceed in the aggregate 0.50% of the average net assets of the funds attributable to a particular intermediary
on an annual basis.
The Distributor may also provide intermediaries with additional cash and non-cash compensation, which may include financial assistance to intermediaries in connection with conferences, sales or training programs for their employees, seminars for the public and advertising campaigns, technical and systems support, attendance at sales
meetings and reimbursement of ticket charges. In some instances, these incentives may be made available only to intermediaries whose representatives have sold or may sell a significant number of shares.
Intermediaries may receive different payments, based on a number of factors including, but not limited to, reputation in the industry, sales and asset retention rates, target markets, and customer relationships and quality of service. No one factor is determinative of the type or amount of additional compensation to be provided. Financial
intermediaries that sell Funds shares may also act as a broker or dealer in connection with execution of transactions for the Funds portfolios. The Funds and the Adviser have adopted procedures to ensure that the sales of the Funds shares by an intermediary will not affect the selection of brokers for execution of portfolio
transactions.
Not all intermediaries are paid the same to sell mutual funds. Differences in compensation to intermediaries may create a financial interest for an intermediary to sell shares of a particular mutual fund, or the mutual funds of a particular family of mutual funds. Before purchasing shares of any Funds, you should ask your intermediary or
its representative about the compensation in connection with the purchase of such shares, including any revenue sharing payments it receives from the Distributor.
30
Class C payment to brokers or agents begins to accrue after the 12th month following the purchase trade date. Each purchase must age that long or there is no payment.
The financial highlights tables are intended to help you understand each Funds financial performance for the past five years or as indicated. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund
(assuming reinvestment of all dividends and distributions). During the 12-month period ended December 31, 2008, the performance of the Class I shares of the Fund was materially affected by significant redemptions of Class I shares during that period. This information has been audited by Ernst & Young LLP, the Trusts independent
registered public accounting firm, whose report, along with the Funds financial statements are included in the Funds annual report, which is available upon request. There is no financial information for Class Y as the inception date is May 1, 2010.
EMERGING MARKETS FUND Class A
(a)
Total return is calculated assuming an initial investment of $10,000 made at the net asset value at the beginning of the period, reinvestment of any dividends and distributions at net asset value on the dividend/distribution payment date and a redemption on the last day of the period. The return does not reflect the deduction of taxes that a shareholder would pay on Fund dividends/distributions or the redemption of Fund
shares.
(b)
For the year ended December 31, 2009, 0.91% of the Class A total return, representing $0.06 per share, consisted of a payment from the Adviser in connection with the past market timing activities and a reimbursement for an investment loss.
(c)
Excluding interest expense, the ratio of net expenses to average net assets would be 2.10% for Class A Shares for the year ending December 31, 2005.
(d)
Amount represents less than $0.005 per share._
31
EMERGING MARKETS FUND Class C
(a)
Total return is calculated assuming an initial investment of $10,000 made at the net asset value at the beginning of the period, reinvestment of any dividends and distributions at net asset value on the dividend/distribution payment date and a redemption on the last day of the period. The return does not reflect the deduction of taxes that a shareholder would pay on Fund dividends/distributions or the redemption of Fund
shares.
(b)
For the year ended December 31, 2009, 0.94% of the Class C total return, representing $0.06 per share, consisted of a payment from the Adviser in connection with the past market timing activities and a reimbursement for an investment loss.
(c)
Excluding interest expense, the ratio of net expenses to average net assets would be 2.15% for Class C Shares for the year ending December 31, 2005.
32
EMERGING MARKETS FUND Class I
(a)
Total return is calculated assuming an initial investment of $10,000 made at the net asset value at the beginning of the period, reinvestment of any dividends and distributions at net asset value on the dividend/distribution payment date and a redemption on the last day of the period. The return does not reflect the deduction of taxes that a shareholder would pay on Fund dividends/distributions or the redemption of Fund
shares.
(b)
For the year ended December 31, 2009, 1.11% of the Class I total return, representing $0.07 per share, consisted of a payment from the Adviser in connection with the past market timing activities and a reimbursement for an investment loss.
(c)
Excluding interest expense, the ratio of net expenses to average net assets would be 1.15% for Class I Shares for the year ending December 31, 2008.
*
Inception date of Class I Shares.
33
GLOBAL HARD ASSETS FUND Class A
(a)
Total return is calculated assuming an initial investment of $10,000 made at the net asset value at the beginning of the period, reinvestment of any dividends and distributions at net asset value on the dividend/distribution payment date and a redemption on the last day of the period. The return does not reflect the deduction of taxes that a shareholder would pay on Fund dividends/distributions or the redemption of Fund
shares.
(b)
For the year ended December 31, 2009, 0.03% of the Class A total return, representing $0.01 per share, consisted of a payment from the Adviser in connection with the past market timing activities.
(c)
Excluding interest expense, the ratio of net expenses to average net assets would be 1.45% for Class A shares for the year ending December 31, 2008.
34
GLOBAL HARD ASSETS FUND Class C
(a)
Total return is calculated assuming an initial investment of $10,000 made at the net asset value at the beginning of the period, reinvestment of any dividends and distributions at net asset value on the dividend/distribution payment date and a redemption on the last day of the period. The return does not reflect the deduction of taxes that a shareholder would pay on Fund dividends/distributions or the redemption of Fund
shares.
(b)
For the year ended December 31, 2009, 0.03% of the Class C total return, representing $0.01 per share, consisted of a payment from the Adviser in connection with the past market timing activities.
(c)
Excluding interest expense, the ratio of net expenses to average net assets would be 2.19% for Class C shares for the year ending December 31, 2008.
35
GLOBAL HARD ASSETS FUND Class I
(a)
Total return is calculated assuming an initial investment of $10,000 made at the net asset value at the beginning of the period, reinvestment of any dividends and distributions at net asset value on the dividend/distribution payment date and a redemption on the last day of the period. The return does not reflect the deduction of taxes that a shareholder would pay on Fund dividends/distributions or the redemption of Fund
shares.
(b)
For the year ended December 31, 2009, 0.03% of the Class I total return, representing $0.01 per share, consisted of a payment from the Adviser in connection with the past market timing activities.
(c)
Annualized
(d)
Not Annualized
*
Inception date of Class I Shares
36
INTERNATIONAL INVESTORS GOLD FUND Class A
(a)
Total return is calculated assuming an initial investment of $10,000 made at the net asset value at the beginning of the period, reinvestment of any distributions at net asset value on the distribution payment date and a redemption on the last day of the period. The return does not reflect the deduction of taxes that a shareholder would pay on Fund dividends/distributions or the redemption of Fund shares.
(b)
For the year ended December 31, 2009, 0.58% of the Class A total return, representing $0.11 per share, consisted of a payment from the Adviser in connection with the past market timing activities. Additionally 1.49% of the Class A total return resulted from settlement payments received from third parties by the Fund.
37
INTERNATIONAL INVESTORS GOLD FUND Class C
(a)
Total return is calculated assuming an initial investment of $10,000 made at the net asset value at the beginning of the period, reinvestment of any distributions at net asset value on the distribution payment date and a redemption on the last day of the period. The return does not reflect the deduction of taxes that a shareholder would pay on Fund dividends/distributions or the redemption of Fund shares.
(b)
For the year ended December 31, 2009, 0.58% of the Class C total return, representing $0.10 per share, consisted of a payment from the Adviser in connection with the past market timing activities. Additionally 1.49% of the Class C total return resulted from settlement payments received from third parties by the Fund.
38
INTERNATIONAL INVESTORS GOLD FUND Class I
(a)
Total return is calculated assuming an initial investment of $10,000 made at the net asset value at the beginning of the period, reinvestment of any distributions at net asset value on the distribution payment date and a redemption on the last day of the period. The return does not reflect the deduction of taxes that a shareholder would pay on Fund dividends/distributions or the redemption of Fund shares.
(b)
For the year ended December 31, 2009, 0.58% of the Class I total return, representing $0.14 per share, consisted of a payment from the Adviser in connection with the past market timing activities. Additionally 1.49% of the Class I total return resulted from settlement payments received from third parties by the Fund.
(c)
Total return for the year ended December 31, 2008 was materially affected by significant redemptions during the year, relative to the amount of net assets represented by the class. In the absence of such redemptions, the total return would have been lower.
(d)
Annualized
(e)
Not Annualized
*
Inception date of Class I Shares
39
For more detailed information, see the Statement of Additional Information (SAI), which is legally a part of and is incorporated by reference into this Prospectus.
Additional information about the investments is available in the Funds annual and semi-annual reports to shareholders. In the Funds annual reports, you will find a discussion of the market conditions and investment strategies that significantly affected each Funds performance during its last fiscal year.
<
Call Van Eck at 800.826.1115, or visit the Van Eck website at vaneck.com to request, free of charge, the annual or semi-annual reports, the Statement of Additional Information (SAI), information regarding applicable sales loads, breakpoint discounts, reduced or waived sales charges and eligibility minimums, or other information about the Funds.
<
Information about the Funds (including the SAI) can also be reviewed and copied at the Securities and Exchange Commission (SEC) Public Reference Room in Washington, D.C. Information about the operation of the Public Reference Room may be obtained by calling 202.551.8090.
<
Reports and other information about the Funds are available on the EDGAR Database on the SECs Internet site at http://www.sec.gov. In addition, copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SECs Public Reference Section, Washington, D.C. 20549-1520.
Transfer Agent:
800.544.4653
SEC REGISTRATION NUMBER: 811-04297
DST Systems, Inc.
P.O. Box 218407
Kansas City, Missouri 64121-8407
vaneck.com
PROSPECTUS
MAY
1,
2010
Multi-Manager Alternatives Fund
These securities have not been approved or disapproved either by the Securities and Exchange Commission (SEC) or by any State Securities Commission. Neither the SEC nor any State Commission has passed upon the accuracy or adequacy of this prospectus. Any claim to the contrary is a criminal offense.
Van Eck Funds
Class A: VMAAX / Class I: VMAIX / Class Y: VMAYX
TABLE OF CONTENTS
I.
1
1
1
1
2
2
4
6
6
7
7
Payments to Broker-Dealers and Other Financial Intermediaries
7
II.
Investment objectives, strategies, policies, risks and other information
8
8
2. Additional Information About Principal Investment Strategies and Risks
8
13
13
III.
14
IV.
16
16
20
20
22
22
22
23
24
V.
32
MULTI-MANAGER ALTERNATIVES FUND (CLASS A, I, Y)
The Multi-Manager Alternatives Fund seeks to achieve consistent absolute (positive) returns in various market cycles.
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for Class A sales charge discounts if you and your family (includes spouse and children under age 21) invest, or agree to invest in the future, at least $25,000, in the aggregate, in Classes A and C of the
Van Eck
Funds. More information about these and other discounts is available from your financial professional and in the Shareholder Information section of the Funds prospectus and in the Availability of Discounts and Breakpoint Linkage Rules for Discounts sections of the Funds Statement of Additional Information (SAI).
Shareholder Fees
Class A
Class I
Class Y
Maximum Sales Charge (load) imposed on purchases (as a percentage of offering price)
5.75
%
0.00
%
0.00
%
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of the net asset value or purchase price)
0.00
%
0.00
%
0.00
%
Annual Fund Operating Expenses
Class A
Class I
Class Y
Management Fees
1.60
%
1.60
%
1.60
%
Distribution and/or Service (12b-1) Fees
0.25
%
0.00
%
0.00
%
Other Expenses:
Dividends on Securities Sold Short
0.16
%
0.15
%
0.15
%
Remainder of Other Expenses
1.02
%
1.19
%
1.19
%
Acquired Fund Fees and Expenses
0.51
%
0.51
%
0.51
%
Total Annual Fund Operating Expenses
3.54
%
3.45
%
3.45
%
Fees/Expenses Waived or Reimbursed
1
(0.47
%)
(0.84
%)
(0.79
%)
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
3.07
%
2.61
%
2.66
%
1
Van Eck Associates Corporation (the Adviser) has agreed to waive fees and/or pay Fund expenses to the extent necessary to prevent the operating expenses of the Fund (excluding acquired fund fees and expenses, interest expense, trading expenses, dividends on securities sold short, taxes and extraordinary expenses) from exceeding 2.40% for Class A, 1.95% for Class
I, and 2.00% for Class Y
of the Funds average daily net assets per year until May 1, 2011. The expense limitation is expected to continue until the Board of Trustees acts to discontinue all or a portion of such expense limitation.
The following example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then either redeem all of your shares at the end of these periods or continue to hold them. The example
also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. Although your actual expenses may be higher or lower, based on these assumptions, your costs would be:
Share Status
1 Year
3 Years
5 Years
10 Years
Class A
Sold or Held
$
310
$
1,042
$
1,796
$
3,779
Class I
Sold or Held
$
264
$
982
$
1,722
$
3,674
Class Y
Sold or Held
$
269
$
986
$
1,726
$
3,677
1
(fees paid directly from your investment)
(expenses that you pay each year as a percentage of the value of your investment)
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating
expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 75% of the average value of its portfolio.
PRINCIPAL INVESTMENT STRATEGIES
The Fund pursues its objective by allocating its assets among (i) investment sub-advisers (the Sub-Advisers, also referred to as managers) with experience in managing alternative or non-traditional investment strategies, and (ii) affiliated and unaffiliated funds, including open end and closed end funds and exchange-traded funds
(ETFs), which employ a variety of investment strategies (collectively, the Underlying Funds). The Fund is considered to be non-diversified which means that it may invest in fewer securities than a diversified fund.
The main strategies that may be employed by the Sub-Advisers and the Underlying Funds include:
DIRECTIONAL AND TACTICAL STRATEGIES
Directional and tactical strategies seek to exploit broad market trends in equities, interest rates or commodity prices. These strategies may include:
Long/Short Equity:
A long/short strategy seeks to invest in securities believed to be undervalued or offer high growth opportunities while also attempting to reduce overall market risk or take advantage of an anticipated decline in the price of an overvalued company or index by using short sales or options on common stocks or
indexes to hedge risk. This strategy may also use derivatives, including options, financial futures and options on futures. Long and short positions may not be invested in equal dollars and, as such, may not seek to neutralize general market risks.
Long-Only:
A long-only strategy seeks to invest in stocks that are believed to have appreciation potential. This strategy may concentrate in certain markets, industries or geographical areas. This strategy is primarily managed for absolute return and to assess risk and opportunity on an absolute, not an index-relative basis.
Short-Only:
A short-only strategy seeks to identify securities that are expected to depreciate in value. In a short sale, the Fund borrows an equity security from a broker, and then sells it. If the value of the security goes down, the Fund can buy it back in the market and return it to the broker, making a profit. This strategy may be
employed to hedge or offset long-only equity strategies of similar size in assets and volatility.
Long/Short Credit & Fixed Income:
A long/short credit strategy combines long and short positions in debt securities of domestic and foreign governments, agencies, and companies of all maturities and qualities, including high yield (junk bonds) and Treasury Inflation-Protected Securities (TIPS), ETFs and emerging market debt. This
strategy may invest in mortgage-backed securities, collateralized mortgage obligations, asset-backed securities and other mortgage related securities. The strategy may focus on short positions by utilizing instruments to anticipate the decline in the price of an overvalued security or type of security. Such hedging instruments could
include individual bonds or related stocks, futures contracts or other instruments.
Global Macro and Emerging Markets:
A global macro and emerging markets strategy seek to profit from directional changes in currencies, stock markets, commodity prices and market volatility. This strategy may utilize positions held through individual securities, ETFs, derivative contracts, swaps or other financial instruments linked to
major market, sector or country indices, fixed income securities, currencies and commodities. This strategy may invest in a limited number of securities, issuers, industries or countries which may result in higher volatility.
Managed Futures:
A managed futures strategy seeks to preserve capital through capturing opportunities in various futures markets. This strategy typically includes long positions in the futures that are showing strong upward momentum and short positions in the futures that are in a downward trend. This strategy may provide different
exposures to many markets and thus offer low correlations with traditional stock and bond markets.
EVENT-DRIVEN STRATEGIES
Event-driven strategies seek to benefit from price movements caused by anticipated corporate events, such as mergers, acquisitions, spin-offs or other special situations. These strategies may include:
Distressed Securities:
Investing in the securities of issuers in financial distress based upon the expectations of the manager as to whether a turnaround may materialize.
Special Situations:
Investing in the securities of issuers based upon the expectations of the manager as to whether the price of such securities may change in the short term due to a special situation, such as a stock buy-back, spin-off, bond upgrade or a positive earnings report.
2
Merger Arbitrage:
Seeking to exploit price differentials in the shares of companies that are involved in announced corporate events, such as mergers, by assessing the likelihood that such events will be consummated as proposed.
ARBITRAGE STRATEGIES
Arbitrage strategies seek to exploit price differences in identical, related or similar securities on different markets or in different forms so as to minimize overall market risk. These strategies may include:
Fixed Income or Interest Rate Arbitrage:
Buying and shorting different debt securities and/or futures contracts, including interest rate swap arbitrage, U.S. and non-U.S. bond arbitrage.
Convertible Arbitrage:
Seeking to exploit price differentials in the convertible bond markets by buying the convertible bond, and shorting the common stock, of the same company.
Pairs Trading:
Certain securities, often competitors in the same sector, are sometimes correlated in their day-to-day price movements. If the performance link breaks down,
i.e.
, one stock trades up while the other traded down, a manager may sell the outperforming stock and buy the underperforming one, based on the assumption that
the spread between the two would eventually converge. This may help to hedge against market and sector risk.
Equity Market Neutral:
A market neutral strategy combines long and short equity positions to seek to keep its exposure to overall market risk very low. Such strategies take long positions in those securities believed to have attractive appreciation potential and short positions in those securities believed to have depreciation potential.
This strategy is typically constructed to attempt to be beta-neutral and attempts to control one or more industry, sector, market capitalization or other potential market bias exposure.
ALLOCATION OF FUND ASSETS
The Adviser determines the allocation of the Funds assets among the various Sub-Advisers and Underlying Funds. The Adviser has retained Explorer Alternative Management, LLC (Explorer) to act as a Sub-Adviser to the Fund and to assist it in determining the appropriate allocation of the Funds assets among the Funds other Sub-
Advisers as well as Underlying Funds. Explorer will not directly manage assets of the Fund. In selecting and weighting investment options, the Adviser seeks to identify Sub-Advisers and Underlying Funds which, based on their investment styles and historical performance, have the potential, in the opinion of the Adviser, to perform
independently of each other and achieve positive risk-adjusted returns in various market cycles. This is referred to as low correlation. The degree of correlation of any given investment strategy of a Sub-Adviser or an Underlying Fund will, with other investment strategies and the market as a whole, vary as a result of market conditions
and other factors, and some Sub-Advisers and Underlying Funds will have a greater degree of correlation with each other and with the market than others.
By allocating its assets among a number of investment options, the Fund seeks to achieve diversification, less risk and lower volatility than if the Fund utilized a single manager or a single strategy approach. The Fund is not required to invest with any minimum number of Sub-Advisers or Underlying Funds, and does not have minimum
or maximum limitations with respect to allocations of assets to any Sub-Adviser, investment strategy or market sector. The Adviser may change the allocation of the Funds assets among the available investment options, and may add or remove Sub-Advisers, at any time. For a variety of reasons, including capacity and regulatory
limitations, not all the Sub-Advisers may be available to the Fund if it chooses to use them in the future.
Each Sub-Adviser is responsible for the day-to-day management of its allocated portion of Fund assets. The Adviser has ultimate responsibility, subject to the oversight of the Board of Trustees of the Fund, to oversee the Sub-Advisers, and to recommend their hiring, termination and replacement. Explorer will assist the Adviser in the
Sub-Adviser selection and monitoring process.
The Adviser may hire and terminate Sub-Advisers in accordance with the terms of an exemptive order obtained by the Fund and the Adviser from the SEC, under which the Adviser is permitted, subject to supervision and approval of the Board of Trustees, to enter into and materially amend sub-advisory agreements without seeking
shareholder approval. The Adviser will furnish shareholders of the Fund with information regarding a new Sub-Adviser within 90 days of the hiring of the new Sub-Adviser.
Currently, in addition to the sub-advisory agreement with Explorer, the Adviser has entered into sub-advisory agreements with the following eight Sub-Advisers with respect to the Fund. Below is a description of each Sub-Advisers investment style. The Fund may select a variation of these strategies or another strategy offered by the
Sub-Advisers.
<
Aristos Capital Management, LLC employs a long/short equity strategy.
<
Centaur Performance Group, LLC employs a value credit strategy.
<
Dix Hills Partners, LLC employs a long/short fixed income strategy focusing on Treasury bonds of various maturities.
<
Lazard Asset Management LLC employs a global asset allocation strategy.
3
<
Martingale Asset Management, L.P. employs a long/short equity strategy.
<
PanAgora Asset Management, Inc. employs a quantitative fixed income long/short strategy.
<
Primary Funds, LLC employs a long/short low volatility equity strategy.
<
Tetra Capital Management, LLC employs a long/short primarily U.S. equity strategy.
As of the date of this Prospectus, the Funds assets which have been allocated to Sub-Advisers are allocated among Centaur Performance Group, LLC, Dix Hills Partners, LLC, Primary Funds, LLC and Tetra Capital Management, LLC.
Each Underlying Fund invests its assets in accordance with its investment strategy. The Fund may invest in Underlying Funds in excess of the limitations under the Investment Company Act of 1940, as amended (the 1940 Act), pursuant to either an exemptive order obtained by the Fund and the Adviser from the SEC or an
exemptive order obtained by an Underlying Fund from the SEC and consistent with the conditions specified in such order.
Investments in the securities of Underlying Funds involve duplication of advisory fees and certain other expenses. By investing in an Underlying Fund, the Fund becomes a shareholder of that Underlying Fund. As a result, the Funds shareholders will indirectly bear the Funds proportionate share of the fees and expenses paid by
shareholders of the Underlying Fund, in addition to the fees and expenses the Funds shareholders directly bear in connection with the Funds own operations. To minimize the duplication of fees, the Adviser has agreed to waive the management fee it charges to the Fund by any amount it collects as a management fee from an
Underlying Fund managed by the Adviser, as a result of an investment of the Funds assets in such Underlying Fund.
In addition to Sub-Advisers and Underlying Funds, the Fund may invest indirectly in strategies or managers through securities, funds, notes, certificates, options, swaps or other derivative instruments, including instruments indexed to baskets of underlying funds.
The Funds assets will be primarily invested in common stock, convertible or non-convertible preferred stock, and fixed-income securities of U.S. and foreign governments, semi-government, their agencies and instrumentalities, non-governmental organizations, supra-national organizations and companies, including those in or that have
operations in emerging markets.
The Fund may invest in foreign securities, depositary receipts and shares relating to foreign securities. The Fund may also invest in rights, warrants, forward, futures and options contracts and other derivative securities; and enter into equity, interest rate, index and currency rate swap agreements.
In addition, the Fund may invest in funds that seek to track investable hedge fund indices; directly and indirectly in commodities; make direct investments in equity interests in trusts, partnerships, joint ventures and other unincorporated entities or enterprises; and invest in securities of companies in initial public offerings.
A portion of the Funds assets may be invested in cash, cash equivalents, or in money market funds.
There is no assurance that the Fund will achieve its investment objective. The Funds share price and return will fluctuate with changes in the market value of the Funds portfolio securities. Accordingly, an investment in the Fund involves the risk of losing money.
The Fund uses one or more investment strategies in seeking its investment objective. Such strategies may involve investing in a variety of different instruments and using certain techniques that are subject to the risks set forth below.
Arbitrage Trading.
The underlying relationships between securities in which the Fund takes investment positions may change in an adverse manner, in which case the Fund may realize losses.
Below Investment Grade Securities.
Below investment grade securities (sometimes referred to as junk bonds) are more speculative than higher-rated securities. These securities have a much greater risk of default and may be more volatile than higher-rated securities of similar maturity. These securities may be less liquid and more
difficult to value than higher-rated securities.
Convertible Securities.
Convertible securities are subject to the usual risks associated with debt securities, such as interest rate risk and credit risk. Convertible securities also react to changes in the value of the common stock into which they convert, and are thus subject to market risk. The Fund may be forced to convert a
convertible security before it otherwise would choose to do so, which may decrease the Funds return.
Debt Securities.
Debt securities are subject to credit risk and interest rate risk. Credit risk refers to the possibility that the issuer of a debt security will be unable to make interest payments or repay principal when it becomes due. Interest rate risk refers to fluctuations in the value of a debt security resulting from changes in the general
level of interest rates.
Derivatives.
The use of derivatives, such as swap agreements, options, warrants, futures contracts, currency forwards and structured notes, presents risks different from, and possibly greater than, the risks associated with investing directly in
4
traditional securities. The use of derivatives can lead to losses because of adverse movements in the price or value of the underlying security, asset, index or reference rate. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Fund to lose more money than it would have lost had it invested
in the underlying security. Also, a liquid secondary market may not always exist for the Funds derivative positions at times when the Fund might wish to terminate or sell such positions and over the counter instruments may be illiquid.
Directional and Tactical Trading.
Directional and tactical trading involves the risk that the investment decisions made by the Sub-Adviser in using this strategy may prove to be incorrect, may not produce the returns expected by the Sub-Adviser and may cause the Funds shares to lose value.
Emerging Markets Securities.
Emerging markets securities typically present even greater exposure to the risks described under Foreign Securities and may be particularly sensitive to certain economic changes. Emerging markets securities are exposed to a number of risks that may make these investments volatile in price or difficult
to trade.
Event-Driven Trading.
Event-driven trading involves the risk that the special situation may not occur as anticipated and that this has a negative impact upon the market price of a stock.
Foreign Securities.
Foreign investments are subject to greater risks than U.S. domestic investments. These additional risks may include exchange rate fluctuations and exchange controls; less publicly available information; more volatile or less liquid securities markets; and the possibility of arbitrary action by foreign governments, or
political, economic or social instability. Foreign companies also may be subject to significantly higher levels of taxation than U.S. companies, including potentially confiscatory levels of taxation, thereby reducing the earnings potential of such foreign companies.
Investments in Underlying Funds.
The Funds investment in an Underlying Fund may subject the Fund indirectly to the underlying risks of the investment company. The Fund also will bear its share of the Underlying Funds fees and expenses, which are in addition to the Funds own fees and expenses.
Market.
Market risk refers to the risk that the market prices of securities that the Fund holds will rise or fall, sometimes rapidly or unpredictably. In general, equity securities tend to have greater price volatility than debt securities.
Mortgage- and Asset-Backed Securities.
The value of the Funds mortgage- and asset-backed securities may be affected by, among other things, changes in: interest rates, the creditworthiness of the entities that provide credit enhancements, or the markets assessment of the quality of underlying assets. Mortgage- and asset-backed
securities are subject to prepayment risk, which is the possibility that the underlying debt may be refinanced or prepaid prior to maturity. In addition, rising or high interest rates tend to extend the duration of mortgage- and asset-backed securities, making them more volatile and more sensitive to changes in interest rates.
Multiple Investment Sub-Advisers.
The Sub-Advisers make their trading decisions independently, and, as a result, it is possible that one or more Sub-Advisers may take positions in the same security or purchase/sell the same security at the same time without aggregating their transactions. This may cause unnecessary brokerage
and other expenses to the Fund. Each Sub-Adviser uses a particular style or set of styles to select investments for the Fund. Those styles may be out of favor or may not produce the best results over the investment time periods.
Non-Diversification.
A non-diversified funds greater investment in a single issuer makes the fund more susceptible to financial, economic or market events impacting such issuer. A decline in the value of or default by a single security in the non-diversified funds portfolio may have a greater negative effect than a similar decline or
default by a single security in a diversified portfolio.
Preferred Stocks.
Unlike interest payments on debt securities, dividend payments on a preferred stock typically must be declared by the issuers board of directors. In addition, in the event an issuer of preferred stock experiences economic difficulties, the issuers preferred stock may lose substantial value due to the reduced likelihood
that the issuers board of directors will declare a dividend and the fact that the preferred stock may be subordinated to other securities of the same issuer.
Repurchase Agreements.
A repurchase agreement exposes the Fund to the risk that the party that sells the security may default on its obligation to repurchase it. The Fund may lose money if it cannot sell the security at the agreed-upon time and price or the security loses value before it can be sold.
Short Sales.
If the Fund sells a stock short and subsequently has to buy the security back at a higher price, the Fund will lose money on the transaction. Any loss will be increased by the amount of compensation, interest or dividends and transaction costs the Fund must pay to a lender of the security. The amount the Fund could
lose on a short sale is theoretically unlimited (as compared to a long position, where the maximum loss is the amount invested). The use of short sales, which has the effect of leveraging the Fund, could increase the exposure of the Fund to the market, increase losses and increase the volatility of returns.
5
The Fund may not always be able to close out a short position at a particular time or at an acceptable price. A lender may request that borrowed securities be returned to it on short notice, and the Fund may have to buy the borrowed securities at an unfavorable price. If this occurs at a time that other short sellers of the same
security also want to close out their positions, it is more likely that the Fund will have to cover its short sale at an unfavorable price and potentially reduce or eliminate any gain, or cause a loss, as a result of the short sale.
Sub-Adviser Allocation.
The success of the Funds investment strategy depends on, among other things, both the Advisers skill in selecting Sub-Advisers and allocating assets to those Sub-Advisers and on a Sub-Advisers skill in executing the relevant strategy and selecting investments for the Fund.
As the Fund has less than one calendar year of operating history, there is no performance information available at this time.
Investment Adviser.
Van Eck Associates Corporation
Investment Sub-Advisers.
Centaur Performance Group
Dix Hills Partners, LLC
Explorer Alternative Management, LLC
Lazard Asset Management, LLC
Martingale Asset Management, L.P.
PanAgora Asset Management, Inc
.
Primary Funds, LLC
Tetra Capital Management, LLC
6
Stephen H. Scott,
Portfolio Manager, Investment Team Co-Chair, 2009
Jan F. van Eck,
Portfolio Manager, Investment Team Co-Chair, 1985
Aristos Capital Management, LLC
Lenny Shimunov,
Managing Director, Portfolio Manager, 2006
Henry Pizzutello,
Chief Investment Officer, 2005
Esteban McMahan,
Portfolio Manager, 1997
Brad LoGatto, CFA,
Associate Portfolio Manager, 2004
Joseph Baggett, CFA,
Portfolio Manager, Managing Member, 2003
Seth P. Platt,
Chief Financial Officer,
Founder, Managing Member, 2006
David Cleary, CFA,
Managing Director, Portfolio Manager, 1994
Christopher Komosa, CFA,
Senior Vice President, Portfolio Manager/Analyst, 2006
William E. Jacques, CFA,
Executive Vice President and Chief Investment Officer, 1987
Samuel Nathans, CFA,
Senior Vice President and Senior Portfolio Manager, 1999
James M. Eysenbach, CFA,
Senior Vice President and Director of Research, 2004
Bryan D. Belton, CFA,
Director, Macro-Strategies, 2005
Patrick O. Bresnehan, CFA,
Director, Macro-Strategies, 2002
Edward Qian, Ph.D., CFT,
Chief Investment Officer and Head of Research, Macro-Strategies, 2005
Christopher J. Moshy,
Co-Founder and Portfolio Manager, Managing Member, 2002
Timothy F. Madey,
Co-Founder and Portfolio Manager, Managing Member, 2002
Timothy OToole, CFA,
Managing Member and Portfolio Manager, 2003
William Wiese, III, CFA,
Managing Member and Portfolio Manager, 2006
PURCHASE AND SALE OF FUND SHARES
In general, shares of the Fund may be purchased or redeemed on any business day, primarily through financial representatives such as brokers or advisers, or directly by eligible investors through the Funds transfer agent. Purchase minimums for Classes A and Y shares are $1000 for an initial purchase and $100 for a subsequent
purchase, with no purchase minimums for any purchase through a retirement or pension plan account, for any wrap fee account and similar programs offered without a sales charge by certain financial institutions and third-party recordkeepers and/or administrators, and for any account using the Automatic Investment Plan, or for any
other periodic purchase program. Purchase minimums for Class I shares are $1 million for an initial purchase and no minimum for a subsequent purchase; the initial minimum may be reduced or waived at the Funds discretion.
The Fund normally distributes net investment income and net realized capital gains, if any, to shareholders. These distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-advantaged retirement account, such as a 401(k) plan or an individual retirement account (IRA).
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and/or its affiliates may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial professional
to recommend the Fund over another investment. Ask your financial professional or visit your financial intermediarys website for more information.
7
II. INVESTMENT OBJECTIVES, STRATEGIES, POLICIES, RISKS AND OTHER INFORMATION
This section states the Funds investment objective and describes certain strategies and policies that the Fund may utilize in pursuit of its investment objective. This section also provides additional information about the principal risks associated with investing in the Fund.
The Multi-Manager Alternatives Fund seeks to achieve consistent absolute (positive) returns in various market cycles.
The Funds investment objective is fundamental and may only be changed with shareholder approval.
2. ADDITIONAL INFORMATION ABOUT PRINCIPAL INVESTMENT STRATEGIES AND RISKS
ARBITRAGE TRADING
Definition
The Sub-Advisers may engage in transactions that attempt to exploit price differences of identical, related or similar securities on different markets or in different forms.
Risk
The underlying relationships between securities in which the Fund takes investment positions may change in an adverse manner, in which case the Fund may realize losses. For example, a merger arbitrage strategy generally involves purchasing the shares of an announced acquisition target company at a
discount to its expected value upon completion of the acquisition and selling short the acquirers securities. If an acquisition is called off or otherwise not completed, the Fund may realize losses on the shares of the target company it acquired and on its short position in the acquirers securities.
BELOW INVESTMENT GRADE SECURITIES
Definition
Debt securities that are below investment grade (
e.g.,
BB or below by Standard & Poors) (sometimes referred to as junk bonds).
Risk
Below investment grade securities are more speculative than higher-rated securities. These securities have a much greater risk of default (or in the case of bonds currently in default, of not returning principal) and may be more volatile than higher-rated securities of similar maturity. The value of these securities
can be affected by overall economic conditions, interest rates, and the creditworthiness of the individual issuers. Additionally, these securities may be less liquid and more difficult to value than higher-rated securities.
CONVERTIBLE SECURITIES
Definition
A convertible security is a security that can be exchanged for a specified amount of another, generally related security, at the option of the issuer and/or the holder.
Risk
Convertible securities are subject to the usual risks associated with debt securities, such as interest rate risk and credit risk. Convertible securities also react to changes in the value of the common stock into which they convert, and are thus subject to market risk. Because the value of a convertible security can
be influenced by both interest rates and market movements, a convertible security generally is not as sensitive to interest rates as a similar debt security, and generally will not vary in value in response to other factors to the same extent as the underlying common stock. In the event of a liquidation of the issuing
company, holders of convertible securities would typically be paid before the companys common stockholders but after holders of any senior debt obligations of the company. The Fund may be forced to convert a convertible security before it otherwise would choose to do so, which may decrease the Funds
return.
8
DEBT SECURITIES
Definition
Debt securities may include bonds and other forms of debentures or obligations. When an issuer sells debt securities, it sells them for a certain price, and for a certain term. Over the term of the security, the issuer promises to pay the buyer a certain rate of interest, then to repay the principal at maturity. Debt
securities are also bought and sold in the a secondary marketthat is, they are traded by people other than their original issuers.
Risk
Debt securities are subject to credit risk and interest rate risk. Credit risk refers to the possibility that the issuer of a debt security will be unable to make interest payments or repay principal when it becomes due. Various factors could affect the issuers ability to make timely interest or principal payments,
including changes in the issuers financial condition or in general economic conditions. Interest rate risk refers to fluctuations in the value of a debt security resulting from changes in the general level of interest rates. When the general level of interest rates rise, the value of debt securities will tend to fall, and if
interest rates fall, the values of debt securities will tend to rise. Changes in the value of a debt security usually will not affect the amount of income the Fund receives from it but may affect the value of the Funds shares.
DERIVATIVES
Definition
The term derivatives covers a broad range of financial instruments, including swap agreements, options, warrants, futures contracts, currency forwards and structured notes, whose values are derived, at least in part, from the value of one or more indicators, such as a security, asset, index or reference rate.
Risk
The use of derivatives presents risks different from, and possibly greater than, the risks associated with investing directly in traditional securities. The use of derivatives can lead to losses because of adverse movements in the price or value of the underlying security, asset, index or reference rate, which may be
magnified by certain features of the derivatives. Derivative strategies often involve leverage, which may exaggerate a loss, potentially causing the Fund to lose more money than it would have lost had it invested in the underlying security. The values of derivatives may move in unexpected ways, especially in
unusual market conditions, and may result in increased volatility, among other consequences. The use of derivatives may also increase the amount of taxes payable by shareholders. Other risks arise from the Funds potential inability to terminate or sell derivative positions. A liquid secondary market may not
always exist for the Funds derivative positions at times when the Fund might wish to terminate or sell such positions. Over the counter instruments (investments not traded on an exchange) may be illiquid, and transactions in derivatives traded in the over-the counter market are subject to the risk that the other
party will not meet its obligations. The use of derivatives also involves the risk of mispricing or improper valuation and that changes in the value of the derivative may not correlate perfectly with the underlying security, asset, index or reference rate.
DIRECTIONAL AND TACTICAL TRADING
Definition
The Sub-Advisers may engage in transactions that attempt to exploit broad market trends in equities, interest rates or commodity prices.
Risk
Directional and tactical trading involves the risk that the investment decisions made by the Sub-Adviser in using this strategy may prove to be incorrect, may not produce the returns expected by the Sub-Adviser and may cause the Funds shares to lose value.
9
II. INVESTMENT OBJECTIVES, STRATEGIES, POLICIES, RISKS AND OTHER INFORMATION (continued)
EMERGING MARKETS SECURITIES
Definition
Securities of companies that are primarily located in developing countries.
Risk
Emerging markets securities typically present even greater exposure to the risks described under Foreign Securities and may be particularly sensitive to certain economic changes. Emerging markets securities are exposed to a number of risks that may make these investments volatile in price or difficult to trade.
Political risks may include unstable governments, nationalization, restrictions on foreign ownership, laws that prevent investors from getting their money out of a country and legal systems that do not protect property rights as well as the laws of the U.S. Market risks may include economies that concentrate in only
a few industries, securities issued that are held by only a few investors, limited trading capacity in local exchanges and the possibility that markets or issues may be manipulated by foreign nationals who have inside information.
EVENT-DRIVEN TRADING
Definition
The Sub-Advisers may engage in transactions that attempt to benefit from price movements caused by anticipated corporate events, such as mergers, acquisitions, spin-offs or other special situations.
Risk
Event-driven trading involves the risk that the special situation may not occur as anticipated and that this has a negative impact upon the market price of a stock.
FOREIGN SECURITIES
Definition
Securities issued by foreign companies, traded in foreign currencies or issued by companies with most of their business interests in foreign countries.
Risk
Foreign investments are subject to greater risks than U.S. domestic investments. These additional risks may include exchange rate fluctuations and exchange controls; less publicly available information; more volatile or less liquid securities markets; and the possibility of arbitrary action by foreign governments,
including the takeover of property without adequate compensation or imposition of prohibitive taxation, or political, economic or social instability. Foreign companies also may be subject to significantly higher levels of taxation than U.S. companies, including potentially confiscatory levels of taxation, thereby reducing
the earnings potential of such foreign companies.
Some of the risks of investing in foreign securities may be reduced when the Fund invests indirectly in foreign securities through American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), American Depositary Shares (ADSs), Global Depositary Shares (GDSs), and other securities which are
traded on larger, recognized exchanges and in stronger, more recognized currencies.
INVESTMENTS IN UNDERLYING FUNDS
Definition
The Fund may invest in Underlying Funds, which include open end and closed end funds, ETFs and money market funds, subject to the limitations under the 1940 Act.
Risk
The Funds investment in an Underlying Fund may subject the Fund indirectly to the underlying risks of the investment company. The Fund also will bear its share of the Underlying Funds fees and expenses, which are in addition to the Funds own fees and expenses. Shares of closed-end funds and ETFs may
trade at prices that reflect a premium above or a discount below the investment companys net asset value, which may be substantial in the case of closed-end funds. If investment company securities are purchased at a premium to net asset value, the premium may not exist when those securities are sold and
the Fund could incur a loss.
MARKET
Definition
An investment in the Fund involves market riskthe risk that securities prices will rise or fall.
Risk
Market risk refers to the risk that the market prices of securities that the Fund holds will rise or fall, sometimes rapidly or unpredictably. Security prices may decline over short or even extended periods not only because of company-specific developments but also due to an economic downturn, a change in
interest or currency rates or a change in investor sentiment. In general, equity securities tend to have greater price volatility than debt securities.
10
MORTGAGE- AND ASSET-BACKED SECURITIES
Definition
Mortgage- and asset-backed securities represent interests in pools of mortgages or other assets, including receivables. Mortgage-backed securities represent interests in, or are backed by, pools of mortgages from which payments of interest and principal (net of fees paid to the issuer or guarantor of the
securities) are distributed to the holders of the mortgage-backed securities. Mortgage-backed securities can have a fixed or an adjustable rate. Asset-backed securities represent interests in, or are backed by, pools of receivables such as credit card, auto, student and home equity loans. They may also be
backed, in turn, by securities backed by these types of loans and others, such as mortgage loans. Mortgage- and asset backed securities can have a fixed or an adjustable rate.
Risk
The value of the Funds mortgage- and asset-backed securities may be affected by, among other things, changes in: interest rates, factors concerning the interests in and structure of the issuer or the originator of the mortgages or receivables, the creditworthiness of the entities that provide any supporting letters
of credit, surety bonds or other credit enhancements, or the markets assessment of the quality of underlying assets. Mortgage- and asset-backed securities are subject to prepayment risk, which is the possibility that the underlying debt may be refinanced or prepaid prior to maturity during periods of declining or
low interest rates, causing the Fund to have to reinvest the money received in securities that have lower yields. In addition, the impact of prepayments on the value of mortgage- and asset-backed securities may be difficult to predict and may result in greater volatility. Rising or high interest rates tend to extend
the duration of mortgage- and asset-backed securities, making them more volatile and more sensitive to changes in interest rates.
MULTIPLE INVESTMENT SUB-ADVISERS
Definition
The Fund pursues its objective by, among other things, allocating its assets among investment sub-advisers.
Risk
The Sub-Advisers make their trading decisions independently, and, as a result, it is possible that one or more Sub-Advisers may take positions in the same security or purchase/sell the same security at the same time without aggregating their transactions. This may cause unnecessary brokerage and other
expenses to the Fund. Each Sub-Adviser uses a particular style or set of styles to select investments for the Fund. Those styles may be out of favor or may not produce the best results over the investment time periods. In addition, Sub-Advisers may base their investment decisions on analyses of historic
relationships, correlations, assumptions, relative values or the occurrence of certain events that may be disrupted, fail to exist or materialize or are affected by factors or events that the Sub-Adviser failed to consider or anticipate. Investment strategies and Sub-Advisers whose performance has historically been
non-correlated or demonstrated low correlations to one another or to major world financial market indices may become correlated at certain times, such as during a liquidity crisis in global financial markets. Under these circumstances, absolute return and hedging strategies may cease to function as anticipated.
NON-DIVERSIFICATION
Definition
A non-diversified fund may invest a larger portion of its assets in a single issuer. A diversified fund is required by the 1940 Act, generally, with respect to 75% of its total assets, to invest not more than 5% of such assets in the securities of a single issuer.
Risk
A non-diversified funds greater investment in a single issuer makes the fund more susceptible to financial, economic or market events impacting such issuer. A decline in the value of or default by a single security in the non-diversified funds portfolio may have a greater negative effect than a similar decline or
default by a single security in a diversified portfolio.
11
II. INVESTMENT OBJECTIVES, STRATEGIES, POLICIES, RISKS AND OTHER INFORMATION (continued)
PREFERRED STOCKS
Definition
In general, preferred stock is a class of equity security that pays a specified dividend that must be paid before any dividends can be paid to common stockholders, and which takes precedence over common stock in the event of the companys liquidation. Although preferred stocks represent a partial ownership
interest in a company, preferred stocks generally do not carry voting rights and have economic characteristics similar to fixed-income securities. Preferred stocks generally are issued with a fixed par value and pay dividends based on a percentage of that par value at a fixed or variable rate. Additionally, preferred
stocks often have a liquidation value that generally equals the original purchase price of the preferred stock at the date of issuance.
Risk
Unlike interest payments on debt securities, dividend payments on a preferred stock typically must be declared by the issuers board of directors. An issuers board of directors is generally not under any obligation to pay a dividend (even if such dividends have accrued), and may suspend payment of dividends on
preferred stock at any time. If the Fund owns a preferred stock that is deferring its distributions, the Fund may be required to report income for tax purposes while it is not receiving income from that stock. In the event an issuer of preferred stock experiences economic difficulties, the issuers preferred stock may
lose substantial value due to the reduced likelihood that the issuers board of directors will declare a dividend and the fact that the preferred stock may be subordinated to other securities of the same issuer. For instance, preferred stocks are subordinated to bonds and other debt instruments in a companys
capital structure in terms of priority to corporate income and liquidation payments, and therefore will be subject to greater credit risk than those debt instruments.
REPURCHASE AGREEMENTS
Definition
In a repurchase agreement, the Fund acquires a security for a short time while agreeing to sell it back at a designated price and time. The agreement creates a fixed rate of return not subject to market fluctuations. The Fund enters into these agreements generally with member banks of the Federal Reserve
System or certain non-bank dealers; these counterparties collateralize the transaction.
Risk
A repurchase agreement exposes the Fund to the risk that the party that sells the security may default on its obligation to repurchase it. The Fund may lose money if it cannot sell the security at the agreed-upon time and price or the security loses value before it can be sold.
SHORT SALES
Definition
In a short sale, the Fund borrows an equity security from a broker, and then sells it.
Risk
If the Fund sells a stock short and subsequently has to buy the security back at a higher price, the Fund will lose money on the transaction. Any loss will be increased by the amount of compensation, interest or dividends and transaction costs the Fund must pay to a lender of the security. The amount the Fund
could lose on a short sale is theoretically unlimited (as compared to a long position, where the maximum loss is the amount invested). The use of short sales, which has the effect of leveraging the Fund, could increase the exposure of the Fund to the market, increase losses and increase the volatility of returns.
The Fund may not always be able to close out a short position at a particular time or at an acceptable price. A lender may request that borrowed securities be returned to it on short notice, and the Fund may have to buy the borrowed securities at an unfavorable price. If this occurs at a time that other short
sellers of the same security also want to close out their positions, it is more likely that the Fund will have to cover its short sale at an unfavorable price and potentially reduce or eliminate any gain, or cause a loss, as a result of the short sale. The Fund is required to cover its short sales with collateral by
depositing cash, U.S. government securities or other liquid high-quality securities in a segregated account. The total value of the assets deposited as collateral will not exceed 50% of the Funds net assets.
12
SUB-ADVISER ALLOCATION
Definition
The Fund pursues its objective, in part, by allocating its assets among the Sub-Advisers. The Adviser determines the allocation of the Funds assets among the various Sub-Advisers. The Adviser has retained Explorer to act as a Sub-Adviser to the Fund and to assist it in determining the appropriate allocation of
the Funds assets among the Funds other Sub-Advisers.
Risk
The success of the Funds investment strategy depends on, among other things, both the Advisers skill in selecting Sub-Advisers and allocating assets to those Sub-Advisers and on a Sub-Advisers skill in executing the relevant strategy and selecting investments for the Fund.
3. ADDITIONAL INVESTMENT STRATEGIES
INVESTING DEFENSIVELY
Strategy
The Fund may take temporary defensive positions in anticipation of or in an attempt to respond to adverse market, economic, political or other conditions. Such a position could have the effect of reducing any benefit the Fund may receive from a market increase.
SECURITIES LENDING
Strategy
The Fund may lend its securities as permitted under the 1940 Act, including by participating in securities lending programs managed by broker-dealers or other institutions. Securities lending allows the Fund to retain ownership of the securities loaned and, at the same time, earn additional income. The borrowings
must be collateralized in full with cash, U.S. government securities or high-quality letters of credit.
The Fund could experience delays and costs in recovering the securities loaned or in gaining access to the securities lending collateral. If the Fund is not able to recover the securities loaned, the Fund may sell the collateral and purchase a replacement investment in the market. The value of the collateral could
decrease below the value of the replacement investment by the time the replacement investment is purchased. Cash received as collateral and which is invested is subject to market appreciation and depreciation.
4. OTHER INFORMATION AND POLICIES
PORTFOLIO HOLDINGS INFORMATION
Generally, it is the Funds and Advisers policy that no current or potential investor, including any Fund shareholder, shall be provided information about the Funds portfolio on a preferential basis in advance of the provision of that information to other investors. A complete description of the Funds policies and procedures with respect
to the disclosure of the Funds portfolio securities is available in the Funds SAI.
Limited portfolio holdings information for the Fund is available to all investors on the Van Eck website at vaneck.com. This information regarding the Funds top holdings and country and sector weightings, updated as of each month-end, is located on this website. Generally, this information is posted to the website within 30 days of the
end of the applicable month. This information generally remains available on the website until new information is posted. The Fund reserves the right to exclude any portion of these portfolio holdings from publication when deemed in the best interest of the Fund, and to discontinue the posting of portfolio holdings information at any
time, without prior notice.
PORTFOLIO INVESTMENTS
The percentage limitations relating to the composition of the Funds portfolio apply at the time the Fund acquires an investment. A subsequent increase or decrease in percentage resulting from a change in the value of portfolio securities or the total or net assets of the Fund will not be considered a violation of the restriction.
13
III. OTHER ADDITIONAL INFORMATION
PAST PERFORMANCE OF A SIMILARLY MANAGED FUND
Van Eck VIP Multi-Manager Alternatives Fund, formerly known as Van Eck Worldwide Multi-Manager Alternatives Fund, (Van Eck VIP Multi-Manager Alternatives Fund) is a mutual fund with the same investment objective as the Fund that is managed by the Adviser using investment policies and strategies substantially similar, although
not necessarily identical, to those of the Fund. The performance information below compares the performance of Initial Class shares of Van Eck VIP Multi-Manager Alternatives Fund to the performance of relevant broad-based market indices. Unlike the Fund, Van Eck VIP Multi-Manager Alternatives Fund is offered only as an
investment option for variable life and variable annuity insurance contracts. Although the Fund is managed in a manner substantially similar to that of Van Eck VIP Multi-Manager Alternatives Fund, the performance of the Fund can be expected to differ from the performance of the Van Eck VIP Multi-Manager Alternatives Fund because
of, among other things, differences in their cash flows, fees and expenses (including sales loads and similar charges), portfolio sizes, positions in specific securities and positions with Sub-Advisers.
The performance presented below reflects the impact of the total operating expenses of Van Eck VIP Multi-Manager Alternatives Fund, which are higher than the total operating expenses of the Fund. For the fiscal year ended December 31, 2009, the Initial Class shares of Van Eck VIP Multi-Manager Alternatives Fund had a total
annual operating expense ratio (net of any fee waivers and expense reimbursements by the Adviser, and excluding the fees and expenses incurred indirectly through investments in Underlying Funds) of 2.56%. The performance figures for Van Eck VIP Multi-Manager Alternatives Fund assume the reinvestment of all distributions, but do
not reflect the deduction of any fees or charges that are imposed by insurance companies in connection with the sale of variable contracts. If the insurance fees or charges were included, the performance results would be lower. Unlike the Fund, shares of Van Eck VIP Multi-Manager Alternatives Fund are not subject to a sales load.
Van Eck VIP Multi-Manager Alternatives Fund is managed by the same management team of the Adviser that manages the Fund and Van Eck VIP Multi-Manager Alternatives Fund has retained substantially the same Sub-Advisers as the Fund. During the performance period identified below, the number and types of investment
strategies pursued by the Van Eck VIP Multi-Manager Alternatives Fund (and the number and identity of the sub-advisers utilized to implement such strategies) was constrained by the size of such fund and the minimum investment requirements of its sub-advisers. In addition, the specific sub-advisers utilized from time to time by Van
Eck VIP Multi-Manager Alternatives Fund to implement its investment strategies have changed during the performance period identified below.
The performance information presented does not represent the Funds performance and should not be considered a substitute for the Funds performance or a prediction of future performance of the Fund. The Funds performance may be higher or lower than the performance of the Van Eck VIP Multi-Manager
Alternatives Fund.
The following table shows how the Van Eck VIP Multi-Manager Alternatives Funds average annual total returns compare with those of a broad measure of market performance and one or more other performance measures. For instance, the HFRX Global Hedge Fund Index is designed to be representative of the overall composition of
the hedge fund universe and is comprised of eight strategies: convertible arbitrage, distressed securities, equity hedge, equity market neutral, event driven, macro, merger arbitrage, and relative value arbitrage. The strategies are asset weighted based on the distribution of assets in the hedge fund industry. The Van Eck VIP Multi-
Manager Alternatives Funds past performance is not necessarily an indication of how the fund will perform in the future. Fees and expenses imposed under your variable annuity contract and/or variable life insurance policy are not reflected; if these amounts were reflected, returns would be lower than those shown. Additionally, large
purchases and/or redemptions of shares of a class, relative to the amount of assets represented by the class, may cause the annual returns for each class to differ.
Van Eck VIP Multi-Manager Alternatives Fund
1 Year
5 Years
Life of Fund
Initial Class Shares
(5/01/03)
13.75
%
2.29
%
1.70
%
HFRX Global Hedge Fund Index
(reflects no deduction for expenses or taxes)
13.40
%
0.36
%
1.94
%
Citigroup Three-Month U.S. Treasury Bill Index
(reflects no deduction for expenses or taxes)
0.17
%
2.88
%
2.44
%
S&P
®
500
(reflects no deduction for expenses or taxes)
26.47
%
0.42
%
5.05
%
14
Average Annual Total Returns as of 12/31/09
IMPORTANT INFORMATION REGARDING DIVIDENDS PAID ON SECURITIES SOLD SHORT AND ACQUIRED
Dividends on securities sold short occur when the Fund sells an equity security short to gain the inverse exposure necessary to meet its investment objective. When the Fund sells a security short, the Fund borrows the security from a lender and then sells the security in the general market. The Fund is obligated to pay any dividend
declared during the duration of the short to the lender from which the Fund borrowed the security and the Fund is obligated to record the payment of the dividend as an expense. Thus, for tax purposes, any such dividend on a security sold short generally reduces the basis of the shorted securitythereby increasing the Funds
unrealized gain or reducing the Funds unrealized loss on its short sale transaction. Also, the dividends on securities sold short are typically offset, in their entirety or in part, by the income derived from earnings on the cash proceeds of the securities sold short.
Acquired fund fees and expenses (AFFE) reflect the estimated amount of fees and expenses the Fund expects to incur indirectly through its investments in Underlying Funds.
The table below illustrates the Funds Total Annual Fund Operating Expenses for all classes (i) including the effect of expenses attributable to dividends on securities sold short as well as acquired fund fees and expenses and (ii) excluding the effect of expenses attributable to dividends on securities sold short as well as acquired fund
fees and expenses. The Funds Total Annual Operating Expenses (expenses that are deducted from Fund assets) were:
Class A
Class I
Class Y
Management Fee
1.60
%
1.60
%
1.60
%
Distribution/Service (12b-1) Fees
0.25
%
0.00
%
0.00
%
Other Expenses:
Dividend on Securities Sold Short
0.16
%
0.15
%
0.15
%
Remainder of Other Expenses
1.02
%
1.19
%
1.19
%
Acquired Fund Fees and Expenses (AFFE)
0.51
%
0.51
%
0.51
%
Total Annual Fund Operating Expenses Including Dividends on Securities Sold Short and AFFE
3.54
%
3.45
%
3.45
%
Less Dividends on Securities Sold Short and AFFE
(0.67
)%
(0.66
)%
(0.66
)%
Less Expenses Waived or Reimbursed by the Adviser
1
(0.47
)%
(0.84
)%
(0.79
)%
Total Annual Fund Operating Expenses Excluding Dividends on Securities Sold Short and AFFE
2.40
%
1.95
%
2.00
%
1
The Adviser has agreed to waive fees and/or pay Fund expenses to the extent necessary to prevent the operating expenses of the Fund (excluding acquired fund fees and expenses, interest expense, trading expenses, dividends on securities sold short, taxes and extraordinary expenses) from exceeding 2.40% for Class A, 1.95% for Class I, and 2.00% for Class Y
of the
Funds average daily net assets per year until May 1, 2011. The expense limitation is expected to continue until the Board of Trustees acts to discontinue all or a portion of such expense limitation.
15
FUND FEES AND EXPENSES
1. HOW TO BUY, SELL, EXCHANGE OR TRANSFER SHARES
The Fund offers Class A, Class I and Class Y shares. Information related to how to buy, sell, exchange and transfer shares is discussed below. See the Minimum Purchase section for information related to initial and subsequent minimum investment amounts. The minimum investment amounts vary by share class.
Through a Financial Intermediary
Primarily, accounts are opened through a financial intermediary. The applicable sales charge will be the same, whether you buy indirectly through a financial intermediary (broker, bank, adviser or agent) or directly through the transfer agent. Please contact your representative for details.
Through the Transfer Agent, DST Systems, Inc. (DST)
You may buy (purchase), sell (redeem), exchange, or transfer ownership of Class A and Class I shares directly through DST by mail or telephone, as stated below. For Class Y shares, shareholders must open accounts and transact business through a financial intermediary.
The Funds mailing address at DST is:
Van Eck Global
For overnight delivery:
Van Eck Global
Non-resident aliens cannot make a direct investment to establish a new account in the Fund, but may invest through their broker or agent and certain foreign financial institutions that have agreements with Van Eck. To telephone the Fund at DST, call Van Ecks Account Assistance at 800-544-4653.
Purchase by Mail
To make an initial purchase, complete the Van Eck Account Application and mail it with your check made payable to Van Eck Funds. Subsequent purchases can be made by check with the remittance stub of your account statement. You cannot make a purchase by telephone. We cannot accept third party checks, starter checks,
money orders, travelers checks, cashier checks, checks drawn on a foreign bank, or checks not in U.S. Dollars. There are separate applications for Van Eck retirement accounts (see Retirement Plans for details). For further details, see the application or call Account Assistance.
Telephone RedemptionProceeds by Check 800-345-8506
If your account has the optional Telephone Redemption Privilege, you can redeem up to $50,000 per day. The redemption check must be payable to the registered owner(s) at the address of record (which cannot have been changed within the past 30 days). You automatically get the Telephone Redemption Privilege (for eligible
accounts) unless you specifically refuse it on your Account Application, on broker/agent settlement instructions, or by written notice to DST. All accounts are eligible for the privilege except those registered in street, nominee, or corporate name and custodial accounts held by a financial institution, including Van Eck sponsored retirement
plans.
Expedited RedemptionProceeds by Wire 800-345-8506
If your account has the optional Expedited Redemption Privilege, you can redeem a minimum of $1,000 or more per day by telephone or written request with the proceeds wired to your designated bank account. This privilege must be established in advance by Application. For further details, see the Application or call Account
Assistance.
Written Redemption
Your written redemption (sale) request must include:
<
Fund and account number.
<
Number of shares or dollar amount to be redeemed, or a request to sell all shares.
<
Signatures of all registered account holders, exactly as those names appear on the account registration, including any additional documents concerning authority and related matters in the case of estates, trusts, guardianships, custodianships, partnerships and corporations, as requested by DST.
<
Special instructions, including bank wire information or special payee or address.
16
P.O. Box 218407
Kansas City, MO 64121-8407
210 W. 10th St., 8th Fl.
Kansas City, MO 64105-1802
A signature guarantee for each account holder will be required if:
<
The redemption is for $50,000 or more.
<
The redemption amount is wired.
<
The redemption amount is paid to someone other than the registered owner.
<
The redemption amount is sent to an address other than the address of record.
<
The address of record has been changed within the past 30 days.
Institutions eligible to provide signature guarantees include banks, brokerages, trust companies, and some credit unions.
Telephone Exchange 800-345-8506
If your account has the optional Telephone Exchange Privilege, you can exchange between Funds of the same Class without any additional sales charge. (Shares originally purchased into the Van Eck Money Fund (the Money Fund), which paid no sales charge, may pay an initial sales charge the first time they are exchanged into
another Class A fund.) All accounts are eligible except for omnibus accounts or those registered in street name and certain custodial retirement accounts held by a financial institution other than Van Eck. For further details regarding exchanges, please see the application, Limits and Restrictions and Unauthorized Telephone Requests
below, or call Account Assistance.
Written Exchange
Written requests for exchange must include:
<
The fund and account number to be exchanged out of.
<
The fund to be exchanged into.
<
Directions to exchange all shares or a specific number of shares or dollar amount.
<
Signatures of all registered account holders, exactly as those names appear on the account registration, including any additional documents concerning authority and related matters in the case of estates, trusts, guardianships, custodianships, partnerships and corporations, as requested by DST.
For further details regarding exchanges, please see the applicable information in Telephone Exchange.
Certificates
Certificates are not issued for new or existing shares.
Transfer of Ownership
Requests must be in writing and provide the same information and legal documentation necessary to redeem and establish an account, including the social security or tax identification number of the new owner.
Redemption in Kind
The Fund reserves the right to satisfy redemption requests by making payment in securities (known as a redemption in kind). In such case, the Fund may pay all or part of the redemption in securities of equal value as permitted under the 1940 Act, and the rules thereunder. The redeeming shareholder should expect to incur
transaction costs upon the disposition of the securities received.
LIMITS AND RESTRICTIONS
Frequent Trading Policy
The Board of Trustees has adopted policies and procedures reasonably designed to deter frequent trading in shares of the Fund, commonly referred to as market timing, because such activities may be disruptive to the management of the Funds portfolio and may increase the Funds expenses and negatively impact the Funds
performance. As such, the Fund may reject a purchase or exchange transaction or restrict an account from investing in the Fund for any reason if the Adviser, in its sole discretion, believes that a shareholder is engaging in market timing activities that may be harmful to the Fund. The Fund discourages and does not accommodate
frequent trading of shares by its shareholders.
The Fund invests portions of its assets in securities of foreign issuers, and consequently may be subject to an increased risk of frequent trading activities because frequent traders may attempt to take advantage of time zone differences between the foreign markets in which the Funds portfolio securities trade and the time as of which
the Funds net asset value is calculated (time-zone arbitrage). The Funds investments in other types of securities may also be susceptible to frequent trading strategies. These investments include securities that are, among other things, thinly traded, traded infrequently, or relatively illiquid, which have the risk that the current market
price for the securities may not accurately reflect current market values. The Fund has adopted fair valuation policies and procedures intended to reduce the Funds
17
IV. SHAREHOLDER INFORMATION (continued)
exposure to potential price arbitrage. However, there is no guarantee that the Funds net asset value will immediately reflect changes in market conditions.
The Fund uses a variety of techniques to monitor and detect abusive trading practices, such as monitoring purchases, redemptions and exchanges that meet certain criteria established by the Fund, and making inquiries with respect to such trades. If a transaction is rejected or an account restricted due to suspected market timing, the
investor or his or her financial adviser will be notified.
With respect to trades that occur through omnibus accounts at intermediaries, such as broker-dealers and third party administrators, the Fund requires all such intermediaries to agree to cooperate in identifying and restricting market timers in accordance with the Funds policies and will periodically request customer trading activity in the
omnibus accounts based on certain criteria established by the Fund. There is no assurance that the Fund will request such information with sufficient frequency to detect or deter excessive trading or that review of such information will be sufficient to detect or deter excessive trading in omnibus accounts effectively.
Although the Fund will use reasonable efforts to prevent market timing activities in the Funds shares, there can be no assurances that these efforts will be successful. As some investors may use various strategies to disguise their trading practices, the Funds ability to detect frequent trading activities by investors that hold shares
through financial intermediaries may be limited by the ability and/or willingness of such intermediaries to monitor for these activities.
For further details, contact Account Assistance.
Unauthorized Telephone Requests
Like most financial organizations, Van Eck, the Fund and DST may only be liable for losses resulting from unauthorized transactions if reasonable procedures designed to verify the callers identity and authority to act on the account are not followed.
If you do not want to authorize the Telephone Exchange or Redemption privilege on your eligible account, you must refuse it on the Account Application, broker/agent settlement instructions, or by written notice to DST. Van Eck, the Fund, and DST reserve the right to reject a telephone redemption, exchange, or other request without
prior notice either during or after the call. For further details, contact Account Assistance.
AUTOMATIC SERVICES
Automatic Investment Plan
You may authorize DST to periodically withdraw a specified dollar amount from your bank account and buy shares in your Fund account. For further details and to request an Application, contact Account Assistance.
Automatic Exchange Plan
You may authorize DST to periodically exchange a specified dollar amount for your account from one Fund to another Fund. The Plan is available to Class A shares only. For further details and to request an Application, contact Account Assistance.
Automatic Withdrawal Plan
You may authorize DST to periodically withdraw (redeem) a specified dollar amount from your Fund account and mail a check to you for the proceeds. Your Fund account must be valued at $10,000 or more at the current offering price to establish the Plan. The Plan is available to Class A shares only. For further details and to request
an Application, contact Account Assistance.
MINIMUM PURCHASE
Each class can set its own transaction minimums and may vary with respect to expenses for distribution, administration and shareholder services.
For Class A and Class Y shares, an initial purchase of $1,000 and subsequent purchases of $100 or more are required for non-retirement accounts. There are no purchase minimums for any retirement or pension plan account, for any account using the Automatic Investment Plan, or for any other periodic purchase program. Minimums
may be waived for initial and subsequent purchases through wrap fee and similar programs offered without a sales charge by certain financial institutions and third-party recordkeepers and/or administrators.
For Class I shares, an initial purchase by an eligible investor of $1 million is required. The minimum initial investment requirement may be waived or aggregated among investors, in the Advisers discretion, for investors in certain fee-based, wrap or other no-load investment programs, and for an eligible Employer-Sponsored Retirement
Plan with plan assets of $3 million or more, sponsored by financial intermediaries that have entered into a Class I agreement with Van Eck, as well
18
as for other categories of investors. An Employer-Sponsored Retirement Plan includes (a) an employer sponsored pension or profit sharing plan that qualifies (a Qualified Plan) under section 401(a) of the Internal Revenue Code of 1986, as amended (the Code), including Code section 401(k), money purchase pension, profit sharing
and defined benefit plans; (b) an ERISA-covered 403(b) plan; and (c) certain non-qualified deferred compensation arrangements that operate in a similar manner to a Qualified Plan, such as 457 plans and executive deferred compensation arrangements, but not including employer-sponsored IRAs. There are no minimum investment
requirements for subsequent purchases to existing accounts. To be eligible to purchase Class I shares, you must also qualify as specified in How to Choose a Class of Shares.
ACCOUNT VALUE AND REDEMPTION
If the value of your account falls below $1,000 for Class A and Class Y shares and below $500,000 for Class I shares after the initial purchase, the Fund reserves the right to redeem your shares after 30 days notice to you.
This does not apply to accounts exempt from purchase minimums as described above.
HOW FUND SHARES ARE PRICED
The Fund buys or sells its shares at its net asset value, or NAV, per share next determined after receipt of a purchase or redemption plus any applicable sales charge. The Fund calculates its NAV every day the New York Stock Exchange (NYSE) is open, as of the close of regular trading on the NYSE, which is normally 4:00 p.m.
Eastern Time.
You may enter a buy or sell order when the NYSE is closed for weekends or holidays. If that happens, your price will be the NAV calculated as of the close of the next regular trading session of the NYSE. The Fund may invest in certain securities which are listed on foreign exchanges that trade on weekends or other days when the
Fund does not price its shares. As a result, the NAV of the Funds shares may change on days when shareholders will not be able to purchase or redeem shares.
The Funds investments are generally valued based on market quotations. When market quotations are not readily available for a portfolio security, or in the opinion of the Adviser do not reflect the securitys value, the Fund will use the securitys fair value as determined in good faith in accordance with the Funds Fair Value Pricing
Procedures, which have been approved by the Board of Trustees. As a general principle, the current fair value of a security is the amount which the Fund might reasonably expect to receive for the security upon its current sale. The Funds Pricing Committee, whose members are selected by the senior management of the Adviser, is
responsible for recommending fair value procedures to the Board of Trustees and for administering the process used to arrive at fair value prices.
Factors that may cause the Fund to use the fair value of a portfolio security to calculate the Funds NAV include, but are not limited to: (1) market quotations are not readily available because a portfolio security is not traded in a public market or the principal market in which the security trades is closed, (2) trading in a portfolio security
is limited or suspended and not resumed prior to the time at which the Fund calculates its NAV, (3) the market for the relevant security is thin, or the price is stale (
e.g.,
because its price doesnt change in five consecutive business days), (4) the Adviser determines that a market quotation is inaccurate, for example, because price
movements are highly volatile and cannot be verified by a reliable alternative pricing source, or (5) where a significant event affecting the value of a portfolio security is determined to have occurred between the time of the market quotation provided for a portfolio security and the time at which the Fund calculates its NAV.
In determining the fair value of securities, the Pricing Committee will consider, among other factors, the fundamental analytical data relating to the security, the nature and duration of any restrictions on disposition of the security, and the forces influencing the market in which the security is traded.
Foreign securities in which the Fund invests may be traded in markets that close before the time that the Fund calculates its NAV. Foreign securities are normally priced based upon the market quotation of such securities as of the close of their respective principal markets, as adjusted to reflect the Advisers determination of the impact
of events, such as a significant movement in the U.S. markets occurring subsequent to the close of such markets but prior to the time at which the Fund calculates its NAV.
Certain of the Funds portfolio securities are valued by an outside pricing service approved by the Board of Trustees. The pricing service may utilize an automated system incorporating a model based on multiple parameters, including a securitys local closing price (in the case of foreign securities), relevant general and sector indices,
currency fluctuations, and trading in depository receipts and futures, if applicable, and/or research evaluations by its staff, in determining what it believes is the fair valuation of the portfolio securities valued by such pricing service.
There can be no assurance that the Fund could purchase or sell a portfolio security at the price used to calculate the Funds NAV. Because of the inherent uncertainty in fair valuations, and the various factors considered in determining value
19
IV. SHAREHOLDER INFORMATION (continued)
pursuant to the Funds fair value procedures, there can be significant deviations between a fair value price at which a portfolio security is being carried and the price at which it is purchased or sold. Furthermore, changes in the fair valuation of portfolio securities may be less frequent, and of greater magnitude, than changes in the price
of portfolio securities valued by an independent pricing service, or based on market quotations.
2. HOW TO CHOOSE A CLASS OF SHARES
The Fund offers three classes of shares with different sales charges and 12b-1 fee schedules, designed to provide you with different purchase options according to your investment needs. Class A shares are offered to the general public and differ in terms of sales charges and ongoing expenses. Shares of the Money Fund are not
available for exchange with Class I or Class Y shares. Class I shares are offered to eligible investors primarily through certain financial intermediaries that have entered into a Class I Agreement with Van Eck. The Funds reserve the right to accept direct investments by eligible investors. Class Y shares are offered only to investors
through wrap fee and similar programs offered without a sales charge by certain financial intermediaries and third-party recordkeepers and/or administrators that have entered into a Class Y agreement with Van Eck.
<
CLASS A Shares
are offered at net asset value plus an initial sales charge at time of purchase of up to 5.75% of the public offering price. The initial sales charge is reduced for purchases of $25,000 or more. For further information regarding sales charges, breakpoints and other discounts, please see below. The 12b-1 fee is
0.25% annually.
<
CLASS I Shares
are offered with no sales charges on purchases, no CDRC, and no 12b-1 fee. To be eligible to purchase Class I (Institutional) shares, you must be an eligible investor that is making or has made a minimum initial investment of at least $1 million (which may be reduced or waived under certain circumstances) in
Class I shares of a Fund. Eligible investors in Class I shares include corporations, foundations, family offices and other institutional organizations; high net worth individuals; or a bank, trust company or similar institution investing for its own account or for the account of a client when such institution has entered into a Class I
agreement with Van Eck and makes Class I shares available to the clients program or plan.
<
CLASS Y Shares
are offered with no sales charges on purchases, no CDRC, and no 12b-1 fee. To be eligible to purchase Class Y shares, you must be an eligible investor in a wrap-fee or other fee-based program, including an Employer-Sponsored Retirement Plan, offered through a financial intermediary that has entered into
a Class Y Agreement with Van Eck, and makes Class Y shares available to that program or plan. An Employer-Sponsored Retirement Plan includes (a) an employer sponsored pension or profit sharing plan that qualifies (a Qualified Plan) under section 401(a) of the Internal Revenue Code of 1986, as amended (the Code),
including Code section 401(k), money purchase pension, profit sharing and defined benefit plans; (b) an ERISA-covered 403(b) plan; and (c) certain non-qualified deferred compensation arrangements that operate in a similar manner to a Qualified Plan, such as 457 plans and executive deferred compensation arrangements, but
not including employer-sponsored IRAs.
Financial intermediaries may offer their clients more than one class of shares of the Fund. Investors should consider carefully the Funds share class expenses and applicable sales charges and fees plus any separate transaction and other fees charged by such intermediaries in connection with investing in each available share class
before selecting a share class. It is the responsibility of the financial intermediary and the investor to choose the proper share class and notify DST or Van Eck of that share class at the time of each purchase. More information regarding share class eligibility is available in the How to Buy, Sell, Exchange, or Transfer Shares section
of the Prospectus and in Purchase of Shares in the SAI.
Unless you are eligible for a waiver, the public offering price you pay when you buy Class A shares of the Fund is the Net Asset Value (NAV) of the shares plus an initial sales charge. The initial sales charge varies depending upon the size of your purchase, as set forth below. No sales charge is imposed where Class A shares are
issued to you pursuant to the automatic investment of income dividends or capital gains distribution. It is the responsibility of the financial intermediary to ensure that the investor obtains the proper breakpoint discount. Class I and Class Y do not have an initial sales charge.
20
Class A Shares Sales Charges
Dollar Amount of Purchase
Sales Charge as a
Percentage of
Percentage to
Offering
Net Amount
Less than $25,000
5.75
%
6.10
%
5.00
%
$25,000 to less than $50,000
5.00
%
5.30
%
4.25
%
$50,000 to less than $100,000
4.50
%
4.70
%
3.90
%
$100,000 to less than $250,000
3.00
%
3.10
%
2.60
%
$250,000 to less than $500,000
2.50
%
2.60
%
2.20
%
$500,000 to less than $1,000,000
2.00
%
2.00
%
1.75
%
$1,000,000 and over
None
2
(1)
Brokers or Agents who receive substantially all of the sales charge for shares they sell may be deemed to be statutory underwriters.
(2)
The Distributor may pay a Finders Fee of up to 1% to eligible brokers and agents on qualified commissionable purchases at or above the $1 Million breakpoint. For details, contact the Distributor.
REDUCED OR WAIVED SALES CHARGES
You may qualify for a reduced or waived sales charge as stated below, or under other appropriate circumstances. You (or your broker or agent) must notify DST or Van Eck at the time of each purchase or redemption whenever a reduced or waived sales charge is applicable. The term purchase refers to a single purchase by an
individual (including spouse and children under age 21), corporation, partnership, trustee, or other fiduciary for a single trust, estate, or fiduciary account. For further details, see the SAI. The value of shares owned by an individual in Class A and Class C of each of the Van Eck Funds may be combined for a reduced sales charge in
Class A shares only. (The Money Fund cannot be combined for a reduced sales charge in Class A shares.)
In order to obtain a reduced sales charge (
i.e.
, breakpoint discount) or to meet an eligibility minimum, it will be necessary at the time of purchase for you to inform your broker or agent (or DST or Van Eck), of the existence of other accounts in which there are holdings eligible to be aggregated to meet the sales load breakpoints or
eligibility minimums.
The Fund makes available information regarding applicable sales loads, breakpoint discounts, reduced or waived sales charges and eligibility minimums, on their website at vaneck.com, free of charge.
FOR CLASS A SHARES
Right of Accumulation
When you buy shares, the amount you purchase will be combined with the value, at current offering price, of any existing Fund shares you own. This total will determine the sales charge level for which you qualify.
Combined Purchases
The combined amounts of your multiple purchases in the Fund on a single day determines the sales charge level for which you qualify.
Letter of Intent
If you plan to make purchases in the Fund within a 13 month period that total an amount equal to a reduced sales charge level, you can establish a Letter of Intent (LOI) for that amount. Under the LOI, your initial and subsequent purchases during that period receive the sales charge level applicable to that total amount. For escrow
provisions and details, see the Application.
Persons Affiliated with Van Eck
Trustees, officers, and full-time employees (and their families) of the Fund, Adviser or Distributor may buy without a sales charge. Also, employees (and their spouses and children under age 21) of a brokerage firm or bank that has a selling agreement with Van Eck, and other affiliates and agents, may buy without a sales charge.
Load-waived Programs Through Financial Intermediaries
Financial intermediaries that meet certain requirements and: (i) are compensated by their clients on a fee-only basis, including but not limited to Investment Advisors, Financial Planners, and Bank Trust Departments; or (ii) have entered into an agreement with Van Eck to offer Class A shares through a no-load network or platform, may
buy without a sales charge on behalf of their clients.
21
Brokers or Agents
1
Price
Invested
IV. SHAREHOLDER INFORMATION (continued)
Foreign Financial Institutions
Certain foreign financial institutions that have international selling agreements with Van Eck may buy shares with a reduced or waived sales charge for their omnibus accounts on behalf of foreign investors. Shareholders who purchase shares through a foreign financial institution at a fixed breakpoint may pay a greater or lesser sales
charge than if they purchased directly through a U.S. dealer.
Institutional Retirement Programs
Certain financial institutions and third-party recordkeepers and/or administrators who have agreements with Van Eck may buy shares without a sales charge for their accounts on behalf of investors in retirement plans and deferred compensation plans other than IRAs.
Buy-back Privilege
You have the right, once a year, to reinvest proceeds of a redemption from Class A shares of a Fund into that Fund or Class A shares of another Fund within 30 days without a sales charge (excluding the Money Fund). If you invest into the same Fund within 30 days before or after you redeem your shares at a loss, the wash sale
rules apply to disallow for tax purposes a loss realized upon redemption.
FOR CLASS I AND CLASS Y SHARES
No initial sales charge, or CDRC fee is imposed on Class I or Class Y shares. Class I and Class Y are a no-load share class.
4. HOUSEHOLDING OF REPORTS AND PROSPECTUSES
If more than one member of your household is a shareholder of any of the funds in the Van Eck Family of Funds, regulations allow us to deliver single copies of your shareholder reports, prospectuses and prospectus supplements to a shared address for multiple shareholders. For example, a husband and wife with separate accounts
in the same fund who have the same shared address generally receive two separate envelopes containing the same report or prospectus. Under the system, known as householding, only one envelope containing one copy of the same report or prospectus will be mailed to the shared address for the household. You may benefit from
this system in two ways, a reduction in mail you receive and a reduction in fund expenses due to lower fund printing and mailing costs.
However, if you prefer to continue to receive separate shareholder reports and prospectuses for each shareholder living in your household now or at any time in the future, please call Account
Assistance at 800-544-4653.
Fund shares may be invested in tax-advantaged retirement plans sponsored by Van Eck or other financial organizations. Retirement plans sponsored by Van Eck use State Street Bank and Trust Company as custodian and must receive investments directly by check or wire using the appropriate Van Eck retirement plan application.
Confirmed trades through a broker or agent cannot be accepted. To obtain applications and helpful information on Van Eck retirement plans, contact your broker or agent or Account Assistance.
Retirement Plans Sponsored by Van Eck:
Traditional IRA
Roth IRA
SEP IRA
Qualified (Pension and Profit Sharing) Plans
TAXATION OF DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS YOU RECEIVE
For tax-reportable accounts, dividends and capital gains distributions are normally taxable even if they are reinvested. Certain dividends are treated as qualified dividend income, taxable at long-term capital gain rates. Other dividends and short-term capital gains are taxed as ordinary income. Long-term capital gains are taxed at long-
term capital gain rates. Tax laws and regulations are subject to change.
TAXATION OF SHARES YOU SELL
For tax-reportable accounts, when you redeem your shares you may incur a capital gain or loss on the proceeds. The amount of gain or loss, if any, is the difference between the amount you paid for your shares (including reinvested
22
dividends and capital gains distributions) and the amount you receive from your redemption. Be sure to keep your regular statements; they contain the information necessary to calculate the capital gain or loss.
An exchange of shares from one Fund to another will be treated as a sale and purchase of Fund shares. It is therefore a taxable event.
NON-RESIDENT ALIENS
Dividends and short-term capital gains, if any, made to non-resident aliens are subject to a withholding tax (or lower tax treaty rates for certain countries). The Internal Revenue Service considers these dividends U.S. source income. Currently, the Fund is not required to withhold tax from distributions of long-term capital gains or
redemption proceeds if non-resident alien status is properly certified.
7. DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
Dividends and capital gains distributions are generally declared and paid annually in December. See your tax adviser for details. Short-term capital gains are treated like dividends and follow that schedule. Occasionally, a dividend and/or capital gain distribution may be made outside of the normal schedule.
Dividends and Capital Gains Distribution Schedule
Fund
Dividends and
Distribution of
Multi-Manager Alternatives Fund
December
December
Dividends and Capital Gains Distributions Reinvestment Plan
Dividends and/or distributions are automatically reinvested into your account without a sales charge, unless you elect a cash payment. You may elect cash payment either on your original Account Application, or by calling Account Assistance at 800-544-4653.
Divmove
You can have your cash dividends from a Class A Fund automatically invested in Class A shares of another Van Eck Fund. Cash dividends are invested on the payable date, without a sales charge. For details and an Application, call Account Assistance.
23
Short-Term Capital Gains
Long-Term Capital Gains
IV. SHAREHOLDER INFORMATION (continued)
24
INFORMATION ABOUT FUND MANAGEMENT
INVESTMENT ADVISER
Van Eck Associates Corporation (the Adviser), 335 Madison Avenue, New York, NY 10017, has been an investment adviser since 1955 and also acts as adviser to private investment funds and as adviser or sub-adviser to other mutual funds, hedge funds, pension plans and other investment accounts. The Adviser performs
accounting and administrative services for the Fund.
John C. van Eck and members of his immediate family own 100% of the voting stock of the Adviser. As of December 31, 2009, the Advisers assets under management were approximately $19.3 billion.
Fees Paid To The Adviser:
Pursuant to the Advisory Agreement, the Fund pays the Adviser a monthly fee at an annual rate of: (i) 1.00% of the Funds average daily net assets that are managed by the Adviser, and not by a Sub-Adviser, and that are invested in Underlying Funds; and (ii) 1.60% of the Funds average daily net assets
with respect to all other assets of the Fund. The Adviser has agreed to waive fees and/or pay Fund expenses to the extent necessary to prevent the operating expenses of the Fund (excluding acquired fund fees and expenses, interest expense, trading expenses, dividends on securities sold short, taxes and extraordinary expenses)
from exceeding 2.40% for Class A, 1.95% for Class I, and 2.00% for Class Y of the Funds average daily net assets per year until May 1, 2011. The expense limitation is expected to continue until the Board of Trustees acts to discontinue all or a portion of such expense limitation.
The Adviser also has agreed to waive fees and/or pay expenses for the Fund to the extent necessary to prevent the operating expenses of the Funds Class Y shares from exceeding the operating expenses of the Funds Class A shares.
The fee the Fund pays the Adviser is higher than fees typically paid by other mutual funds. This higher fee is attributable in part to the higher expenses and the specialized skills associated with managing alternative investment strategies associated with absolute return target objectives.
A discussion regarding the basis for the Board of Trustees approval of the Advisory Agreement and sub-advisory agreements is available in the Funds semi-annual and annual report to shareholders for the periods ended June 30, 2009 and December 31, 2009, respectively.
PORTFOLIO MANAGERS AND INVESTMENT TEAM MEMBERS
MULTI-MANAGER ALTERNATIVES FUND
Portfolio Managers
The portfolio managers are responsible for the day-to-day portfolio management of the Fund.
Stephen H. Scott
Stephen H. Scott has been employed at the Adviser since July 2009. As a member of the Funds investment team, he is responsible for management, research, due diligence, manager selection and asset allocation for the Fund and for the Van Eck VIP Multi-Manager Alternatives Fund, a series of the Van Eck VIP Trust. Mr. Scott
was a founding member and principal of Explorer Alternative Management LLC, a hedge fund manager search and selection firm which is a sub-adviser to the Fund and the Van Eck VIP Multi-Manager Alternatives Fund. He was also a founding member and the general partner of the Pinnacle Fund, a multi-manager investment limited
partnership. Subsequent to the acquisition of Pinnacle, he formed Highlander Partners LLC and in 1998 and served as the managing general partner of The Highlander Fund and the Highlander Opportunity Fund LP. Mr. Scott entered the securities industry with member firm trading partnerships on the American Stock Exchange. In
1992, he joined Merrill Lynch & Co., as a registered investment advisor. Mr. Scott earned a Bachelor of Science degree in Administration from the University of Florida.
Jan F. van Eck
Jan F. van Eck has been the Executive Vice President, Director and Owner of the Adviser since July 1993 (and of its predecessor since January 1985); Director of Van Eck Securities Corporation since November 1985; Executive Vice President of Van Eck Securities Corporation since June 1991 and additionally Chief Compliance
Officer from April 2005 to August 2008; Trustee of Market Vectors ETF Trust since May 2006, President and Chief Executive Officer since March 2009; and President and Director of Van Eck Absolute Return Advisers Corporation since May 1997. Mr. van Eck has been registered as a principal with the NFA since August 21, 1997. He
has created a variety of international and hard assets investment funds and strategies and initiated Van Ecks ETF business in 2006. He is also Portfolio Manager and Investment Team Co-Chair of the Van Eck VIP Multi-Manager Alternatives Fund. Mr. van Eck has a J.D. from Stanford University and he graduated Phi Beta Kappa
from Williams College with a major in Economics.
25
Portfolio Manager/Investment Team Co-Chair
Portfolio Manager/Investment Team Co-Chair
IV. SHAREHOLDER INFORMATION (continued)
Investment Team Members
The Funds investment team members provide investment analysis support to the portfolio managers.
Peter Liao
Hao-Hung (Peter) Liao has been employed by the Adviser since the summer of 2004. Prior to Mr. Liaos current role, Mr. Liao served as investment analyst for the Fund where his role included manager review, performance attribution, changes in manager mandates and risk management. Mr. Liao serves as the portfolio manager of
various portfolios of the Market Vectors ETF Trust and as an investment team member of the Van Eck VIP Multi-Manager Alternatives Fund, a series of the Van Eck VIP Trust. Mr. Liao attended New York University from 2000 to 2004 where he received a Bachelor of Arts majoring in mathematics and economics.
Michael F. Mazier
Michael F. Mazier has been employed by the Adviser since August 2007. Prior to joining the Adviser, Mr. Mazier served as a bond analyst in the Fixed Income Research department of Morgan Stanley. He was also Vice President at Merrill Lynch Global Research Department, where he covered closed-end funds. Mr. Mazier serves as
the portfolio manager of various portfolios of the Market Vectors ETF Trust and as an investment team member of the Van Eck VIP Multi-Manager Alternatives Fund, a series of the Van Eck VIP Trust. Mr. Mazier graduated from Syracuse University in 1983 with a Bachelor of Science majoring in Electrical Engineering; graduated from
Villanova University in 1986 with a Master of Science in Computer Engineering; and graduated from Columbia Business School in 1990 with a Master of Business Administration.
SUB-ADVISERS
Currently, the Fund has agreements with nine Sub-Advisers.
Explorer, a Sub-Adviser to the Fund, will assist the Adviser in determining the appropriate allocation of the Funds assets among the Funds other Sub-Advisers as well as Underlying Funds, and in the Sub-Adviser selection and monitoring process. Explorer will not directly manage assets of the Fund. Explorer is located at 149 Fifth
Avenue, 7th Floor, New York, New York 10010 and as of December 31, 2009, assets under management were approximately $10 million.
In addition, the Adviser has entered into sub-advisory agreements with respect to the Fund with the following Sub-Advisers, one or more of which may be selected from time to time by the Adviser, in consultation with Explorer, to manage a portion of the Funds assets.
Aristos Capital Management, LLC (Aristos), 1251 Avenue of the Americas, Suite 2370, New York, New York 10020, is owned by key employees. As of December 31, 2009, assets under management were approximately $46 million.
Centaur Performance Group, LLC (Centaur), 500 West Putnam Avenue, Greenwich, CT 06830, is a registered investment manager. As of December 31, 2009, assets under management were approximately $30 million.
Dix Hills Partners, LLC (Dix Hills), 50 Jericho Quadrangle, Suite 117, Jericho, New York 11753, has a variety of interest rate anticipation strategies driven from its proprietary forecasting frameworks. As of December 31, 2009, assets under management were approximately $897 million.
Lazard Asset Management LLC (LAM), 30 Rockefeller Plaza, New York, New York 10112, is a subsidiary of Lazard Frères & Co., LLC, a global investment bank. As of December 31, 2009, assets under management were approximately $116 billion.
Martingale Asset Management, L.P. (Martingale), 222 Berkeley Street, Boston, Massachusetts 02116, formed in 1987, is owned by 12 employee-partners and Martingale Asset Management Corporation (which owns more than 25% of the partnership and serves as general partner). As of December 31, 2009, assets under management
were approximately $2.4 billion.
PanAgora Asset Management, Inc. (PanAgora), 470 Atlantic Avenue, 8th Floor, Boston, Massachusetts 02110, formed in 1989, is owned by key employees, Nippon Life Insurance Company (Japan), and Great West Life/Putnam Investments. As of December 31, 2009, assets under management were approximately $16 billion.
Primary Funds, LLC (Primary), 300 Drakes Landing Road, Suite 205, Greenbrae, CA 94904, is a registered investment manager. As of December 31, 2009, assets under management were approximately $35 million.
Tetra Capital Management LLC (Tetra), One International Place, Boston, Massachusetts 02110, formed in January 2003, is a registered investment adviser with the SEC. As of December 31, 2009, assets under management were approximately $37 million.
26
Investment Team Member
Investment Team Member
The Sub-Advisers will be engaged to manage the investments of the Fund according to the Funds investment objective, policies and limitations and any investment guidelines established by the Adviser and the Board of Trustees. The Adviser will pay the Sub-Advisers out of the advisory fee paid to the Adviser pursuant to the Advisory
Agreement. The Fund is not responsible for the payment of the Sub-Advisory fee.
Sub-Advisers for the Fund are selected by reviewing a wide range of factors in evaluating each Sub-Adviser including, but not limited to, past investment performance during various market conditions, investment strategies and processes used, structures of portfolios and risk management procedures, reputation, experience and training
of key personnel, correlation of performance results with other Sub-Advisers, assets under management and number of clients. The Adviser may, subject to the approval of the Board of Trustees, change Sub-Advisers engaged by the Adviser to conduct the investment programs of the Fund without shareholder approval, pursuant to an
exemptive order granted by the SEC. Explorer will assist the Adviser in the Sub-Adviser selection and monitoring process.
SUB-ADVISERS PORTFOLIO MANAGERS
Aristos
Lenny Shimunov
Mr. Shimunov is a founder and Portfolio Manager of Aristos Capital Management, LLC. Prior to founding Aristos, he was a Vice President at Dreman Value Management, LLC and co-manager of the Dreman Contrarian Mid Cap Value Fund from 2003 - 2006, the DWS Dreman Mid Cap Value Fund from 2005 - 2006, and the IXIS
Diversified Portfolio in 2006. He also served as the Healthcare and Technology Analyst for Dreman, overseeing approximately $3 billion invested in the Healthcare sector. His unique approach incorporates primary research, proprietary financial modeling and fundamental analysis. Mr. Shimunov graduated from St. Johns University with a
B.S. in Finance (
summa cum laude
). Mr. Shimunov is a member of the CFA Institute, as well as the New York Society of Security Analysts (NYSSA). He is also the holder of the right to use the Chartered Financial Analyst designation.
Centaur
Henry Pizzutello
Mr. Pizzutello is the Chief Investment Officer for the Centaur Funds. He is also a member of Centaurs Investment Committee. Prior to joining Centaur Performance Group in 2005, he ran the proprietary trading group for Jefferies & Co., Inc., and oversaw risk management for all proprietary convertible and capital structure activities. Mr.
Pizzutello graduated from Georgetown University in 1986 with a degree in Business Administration.
Esteban McMahan
Mr. McMahan joined Centaur in 1997 where he is the Portfolio Manager for Centaur Performance Group and is responsible for investment and trading activities of the Centaur credit strategies. He is also a member of Centaurs Investment Committee. Mr. McMahan graduated from James Madison University in 1986 with a B.A. in
International Business.
Brad LoGatto, CFA
Mr. LoGatto is an Associate Portfolio Manager for Centaur Performance Group, LLC. He joined the investment team in 2004 and is responsible for performing credit research and developing trading strategies for the Centaur Funds. Mr. LoGatto earned a B.A. in Economics from Cornell University and participated in the year-long
General Course program at the London School of Economics. He is a Chartered Financial Analyst.
Dix Hills
Joseph Baggett, CFA
Joseph Baggett is a founder and Senior Portfolio Manager for Dix Hills Partners, LLC and its affiliate management company, Dix Hills Associates, LLC, which he joined in 2003. Mr. Baggett holds a B.A. in Economics from Columbia University (1989
summa cum laude
, Phi Beta Kappa). He also attended the University of Chicago
Graduate School of Business, completing the first year of a two year M.B.A. program with a 4.0 GPA (He did not complete his second year as he accepted a position at PaineWebbers Asset Management division during his summer internship).
27
Managing Director and Portfolio Manager,
Aristos Capital Management, LLC
Chief Investment Officer,
Centaur Performance Group, LLC
Portfolio Manager,
Centaur Performance Group, LLC
Associate Portfolio Manager,
Centaur Performance Group, LLC
Portfolio Manager and Managing Member,
Dix Hills Partners, LLC
IV. SHAREHOLDER INFORMATION (continued)
Explorer
Seth P. Platt
Seth Platt oversees the operations and marketing activities of Explorer. Mr. Platt is responsible for all day-to-day management duties, including performing research, due diligence and asset allocation, selecting Underlying Trading Advisers for the Master Funds managed accounts, monitoring the managed accounts and managing the
Investment Managers staff responsibilities. Mr. Platt also oversees interactions between Explorer and its service providers. Mr. Platt is also responsible for managing external reporting by the administrator. Prior to joining Explorer, Mr. Platt served as Chief Financial Officer, Director of Marketing and Client Services, and Director of
Private Equity for Circle T Partners from May 2000 to January 2006. Mr. Platt earned a Bachelor of Arts degree in Psychology from Emory University in 1997.
LAM
David Cleary, CFA
David R. Cleary joined Lazard in 1994 and is currently a Managing Director of LAM and is currently responsible for the management of the Lazard Capital Allocator Series (LCAS). The LCAS is a global tactical asset allocation investment product, which implements portfolio themes primarily through index and index-like investment
vehicles, such as ETFs. Mr. Cleary works on asset allocation modeling and total portfolio risk management and sits on the LCAS Investment Advisory Board. He has a B.S. from Cornell University. Mr. Cleary is a member of the New York Society of Security Analysts (NYSSA) as well as the CFA Institute.
Christopher Komosa, CFA
Christopher Komosa is a Senior Vice President of LAM and a Portfolio Manager/Analyst on the LCAS team and a member of the LCAS Investment Advisory Board. He began working in the investment field in 1986. Prior to joining Lazard in 2006, Mr. Komosa held positions as a portfolio manager at Permal Asset Management and
Pinnacle International Management. Mr. Komosa has an M.B.A. from the Darden School at the University of Virginia and a B.A. in Economics from Washington and Lee University. He is a member of the CFA Institute.
Martingale
William E. Jacques, CFA
William Jacques joined Martingale in 1987 and is currently a Partner, Executive Vice President and Chief Investment Officer of Martingale, where he oversees portfolio management, investment research, valuation model and trading. Mr. Jacques graduated from Lafayette College with a B.A. in both mathematics and economics. He
earned his M.B.A. in finance at the Wharton School. He is a CFA charterholder and a member of the New York Society of Security Analysts.
Samuel Nathans, CFA
Samuel Nathans joined Martingale in 1999 and is currently a Partner of Martingale, and a member of the Management Committee. Mr. Nathans is responsible for creating and monitoring client portfolios. Mr. Nathans holds a J.D. from Emory University and a B.S. in public policy studies from Duke University. He is a CFA charterholder
and a member of the Boston Security Analysts Society.
James M. Eysenbach, CFA
James M. Eysenbach joined Martingale in 2004 and is currently a Partner, Senior Vice President, Director of Research and a member of the Management Committee. In addition to daily portfolio management responsibilities, Mr. Eysenbach is involved in research to enhance Martingales proprietary equity valuation approach and
portfolio construction process. Mr. Eysenbach earned an A.B. in economics from Bowdoin College and an M.B.A. in finance and accounting from the Anderson School at the University of California at Los Angeles. He is a CFA charterholder and a member of the Boston Security Analysts Society.
28
Chief Financial Officer, Founder and Managing Member,
Explorer Alternative Management, LLC
Managing Director, Portfolio Manager,
Lazard Asset Management LLC (New York)
Senior Vice President, Portfolio Manager/Analyst,
Lazard Asset Management LLC (New York)
Executive Vice President and Chief Investment Officer,
Martingale Asset Management, L.P.
Senior Vice President and Senior Portfolio Manager,
Martingale Asset Management, L.P.
Senior Vice President and Director of Research,
Martingale Asset Management, L.P.
PanAgora
Bryan D. Belton, CFA
Bryan D. Belton joined PanAgora in 2005 and is currently a Director within the Macro-Strategies group. Mr. Belton is responsible for the daily management of the firms global fixed income and currency portfolios. Prior to joining PanAgora, Mr. Belton was the Investment Portfolio Officer at the Federal Home Loan Bank of Boston. In that
role, he was responsible for actively managing and hedging all of the Banks long-term investment portfolios. Mr. Belton is a CFA charterholder and has 12 years of investment industry experience. He received an M.S.F. from Northeastern University and an A.B. from Boston College.
Patrick O. Bresnehan, CFA
Patrick O. Bresnehan joined PanAgora in 2002 and is currently a Director of Macro-Strategies responsible for the daily management of PanAgoras top-down strategies, including Risk Parity, Fixed Income Portable Alpha, Multi-Asset and Global Equity Portable Alpha. He also assists with the management of the firms Global Fixed
Income portfolios. Mr. Bresnehan is a CFA charterholder with 21 years of investment industry experience. He received an M.S. from Boston College and a B.A. from Norwich University.
Edward Qian, Ph.D., CFA
Edward Qian joined PanAgora in 2005 and is currently Chief Investment Officer and Head of Research, Macro-Strategies. His primary responsibilities include investment research and portfolio management in PanAgoras Macro-Strategies group. Dr. Qian is also a member of PanAgoras Investment, Operating and Management
committees. Prior to joining PanAgora, Dr. Qian was a Senior Analyst in Putnam Investments Global Asset Allocation Group. Dr. Qian has extensive research experience in the areas of asset allocation and quantitative equity investing. His research has been published in several leading financial industry journals. Dr. Qian is a CFA
charterholder with 14 years of investment industry experience. He graduated from Florida State University with a Ph.D., from The Chinese Science Academy with an M.S. and from Peking University with a B.S.
Primary
Christopher J. Moshy
Christopher J. Moshy co-founded Primary Funds, LLC in 2002 and currently serves as a Managing Member of Primary, where he is responsible for research, strategy, portfolio construction and risk management. Mr. Moshy has an M.B.A. from Cornell University and a B.A. in Economics from the University of California, San Diego.
Timothy F. Madey
Timothy F. Madey co-founded Primary Funds, LLC in 2002 and currently serves as a Managing Member of Primary, where he is responsible for research, strategy, portfolio construction, and risk management. Mr. Madey earned his MBA from the Johnson Graduate School of Management at Cornell University and his B.A. in history
from Loyola College in Maryland.
Tetra
Timothy OToole, CFA
Timothy OToole has been Managing Member and Portfolio Manager of Tetra Capital Management, LLC since its inception in 2003. Along with Mr. Wiese, Mr. OToole shares the responsibility of managing the portfolios of the private investment funds and other accounts managed by Tetra Capital Management, LLC. Mr. OToole has an
M.B.A. from Northeastern University, a Masters in Engineering from Rensselaer Polytechnic Institute, and two B.S. in Engineering degrees from the University of Vermont. Mr. OToole is a member of the CFA Institute and the Boston Securities Analysts Society.
29
Director, Macro-Strategies,
PanAgora Asset Management, Inc.
Director, Macro-Strategies,
PanAgora Asset Management, Inc.
Chief Investment Officer and Head of Research, Macro-Strategies,
PanAgora Asset Management, Inc.
Co-Founder and Portfolio Manager,
Primary Funds, LLC
Co-Founder and Portfolio Manager,
Primary Funds, LLC
Managing Member and Portfolio Manager,
Tetra Capital Management LLC
IV. SHAREHOLDER INFORMATION (continued)
William Wiese III, CFA
William Wiese III joined Tetra Capital Management, LLC as Managing Member and Portfolio Manager in April 2006. Along with Mr. OToole, Mr. Wiese shares the responsibility of managing the portfolios of the private investment funds and other accounts managed by Tetra Capital Management, LLC. Mr. Wiese was a Founding
Principal of High Rock Capital LLC, which managed small- and mid-cap equity and long/short hedge fund products. At High Rock, Mr. Wiese was part of a 3 member investment team that grew assets under management from $30 million to over $2 billion in a four year span. Mr. Wiese has a B.A. in Economics from Colby College. Mr.
Wiese is a member of the CFA Institute and the Boston Securities Analysts Society.
Please see the Funds SAI for additional information about the portfolio managers compensation, other accounts managed by the portfolio managers and their respective ownership of Shares.
PLAN OF DISTRIBUTION (12b-1 PLAN)
The Fund has adopted a Plan of Distribution pursuant to Rule 12b-1 under the Act that allows the Fund to pay distribution fees for the sale and distribution of its shares. Of the amounts expended under the plan for the fiscal year ended December 31, 2009 for all Van Eck Funds, approximately 98% was paid to Brokers and Agents
who sold shares or serviced accounts of Fund shareholders. The remaining 2% was retained by the Distributor to pay expenses such as printing and mailing prospectuses and sales material. Because these fees are paid out of the Funds assets on an on-going basis, over time these fees will increase the cost of your investment and
may cost you more than paying other types of sales charges. For a complete description of the Plan of Distribution, please see Plan of Distribution in the SAI. Class I and Class Y shares do not have 12b-1 fees.
Van Eck Funds Annual 12b-1 Schedule
Fee to Fund
Payment to Dealer
Multi-Manager Alternatives Fund-A
0.25
%
0.25
%
THE TRUST
For more information on the Van Eck Funds (the Trust), the Trustees and the Officers of the Trust, see Trustees and Officers and Description of the Trust in the SAI.
THE DISTRIBUTOR
Van Eck Securities Corporation, 335 Madison Avenue, New York, NY 10017 (the Distributor), a wholly owned subsidiary of the Adviser, has entered into a Distribution Agreement with the Trust.
The Distributor generally sells and markets shares of the Fund through intermediaries, such as broker-dealers. The intermediaries selling the Funds shares are compensated from sales charges and from 12b-1 fees and/or shareholder services fees paid directly and indirectly by the Fund.
In addition, the Distributor may pay certain intermediaries, out of its own resources and not as an expense of the Fund, additional cash or non-cash compensation as an incentive to intermediaries to promote and sell shares of the Fund and other mutual funds distributed by the Distributor. These payments are commonly known as
revenue sharing. The benefits that the Distributor may receive when it makes these payments include, among other things, placing the Fund on the intermediarys sales system and/or preferred or recommended fund list, offering the Fund through the intermediarys advisory or other specialized programs, and/or access (in some cases
on a preferential basis over other competitors) to individual members of the intermediarys sales force. Such payments may also be used to compensate intermediaries for a variety of administrative and shareholders services relating to investments by their customers in the Fund. The fees paid by the Distributor to intermediaries may be
calculated based on the gross sales price of shares sold by an intermediary, the net asset value of shares held by the customers of the intermediary, or otherwise. These fees may, but are not normally expected to, exceed in the aggregate 0.50% of the average net assets of the fund attributable to a particular intermediary on an
annual basis.
The Distributor may also provide intermediaries with additional cash and non-cash compensation, which may include financial assistance to intermediaries in connection with conferences, sales or training programs for their employees, seminars for the public and advertising campaigns, technical and systems support, attendance at sales
meetings and reimbursement of ticket charges. In some instances, these incentives may be made available only to intermediaries whose representatives have sold or may sell a significant number of shares.
30
Managing Member and Portfolio Manager,
Tetra Capital Management LLC
Intermediaries may receive different payments, based on a number of factors including, but not limited to, reputation in the industry, sales and asset retention rates, target markets, and customer relationships and quality of service. No one factor is determinative of the type or amount of additional compensation to be provided. Financial
intermediaries that sell Funds shares may also act as a broker or dealer in connection with execution of transactions for the Funds portfolio. The Fund and the Adviser have adopted procedures to ensure that the sales of the Funds shares by an intermediary will not affect the selection of brokers for execution of portfolio transactions.
Not all intermediaries are paid the same to sell mutual funds. Differences in compensation to intermediaries may create a financial interest for an intermediary to sell shares of a particular mutual fund, or the mutual funds of a particular family of mutual funds. Before purchasing shares of any Fund, you should ask your intermediary or
its representative about the compensation in connection with the purchase of such shares, including any revenue sharing payments it receives from the Distributor.
31
The financial highlights tables are intended to help you understand the Funds financial performance since the commencement of the Funds operations. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the
Fund (assuming reinvestment of all dividends and distributions). This information has been audited by Ernst & Young LLP, the Trusts independent registered public accounting firm, whose report, along with the Funds financial statements are included in the Funds annual report, which is available upon request. There is no financial
information for Class Y as the inception date is May 1, 2010.
MULTI-MANAGER ALTERNATIVES FUND Class A
(a)
Total return is calculated assuming an initial investment of $10,000 made at the net asset value at the beginning of the period, reinvestment of any dividends at net asset value on the dividend payment date and a redemption on the last day of the period. The return does not reflect the deduction of taxes that a shareholder would pay on Fund dividends or the redemption of Fund shares.
(b)
Excluding dividends on securities sold short, the ratio of net expenses to average net assets would be 2.40% for Class A shares for the period June 5, 2009 through December 31, 2009.
(c)
Annualized.
(d)
Not annualized.
(e)
The ratios presented do not reflect the Funds proportionate share of income and expense from the Funds investments in Underlying Funds.
*
Commencement of operations.
32
MULTI-MANAGER ALTERNATIVES FUND Class I
(a)
Total return is calculated assuming an initial investment of $10,000 made at the net asset value at the beginning of the period, reinvestment of any dividends at net asset value on the dividend payment date and a redemption on the last day of the period. The return does not reflect the deduction of taxes that a shareholder would pay on Fund dividends or the redemption of Fund shares.
(b)
Excluding dividends on securities sold short, the ratio of net expenses to average net assets would be 2.15% for Class I shares for the period June 5, 2009 through December 31, 2009.
(c)
Annualized.
(d)
Not annualized.
(e)
The ratios presented do not reflect the Funds proportionate share of income and expense from the Funds investments in Underlying Funds.
*
Commencement of operations.
33
For more detailed information, see the Statement of Additional Information (SAI), which is legally a part of and is incorporated by reference into this Prospectus.
Additional information about the investments is available in the Funds annual and semi-annual reports to shareholders. In the Funds annual reports, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds performance during its last fiscal year.
<
Call Van Eck at 800.826.1115, or visit the Van Eck Web site at vaneck.com to request, free of charge, the annual or semi-annual reports, the SAI, information regarding applicable sales loads, breakpoint discounts, reduced or waived sales charges and eligibility minimums, or other information about the Fund.
<
Information about the Fund (including the SAI) can also be reviewed and copied at the Securities and Exchange Commission (SEC) Public Reference Room in Washington, D.C. Information about the operation of the Public Reference Room may be obtained by calling 202.551.8090.
<
Reports and other information about the Fund are available on the EDGAR Database on the SECs Internet site at http://www.sec.gov. In addition, copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SECs Public Reference Section, Washington, D.C. 20549-1520.
Transfer Agent:
800.544.4653
SEC REGISTRATION NUMBER: 811-04297
DST Systems, Inc.
P.O. Box 218407
Kansas City, Missouri 64121-8407
vaneck.com
VAN ECK FUNDS
Dated May 1, 2010
EMERGING MARKETS FUND
CLASS A : GBFAX / CLASS C: EMRCX / CLASS I: EMRIX / CLASS Y: EMRYX
GLOBAL HARD ASSETS FUND
CLASS A : GHAAX / CLASS C: GHACX / CLASS I: GHAIX / CLASS Y: GHAYX
INTERNATIONAL INVESTORS GOLD FUND
CLASS A : INIVX / CLASS C: IIGCX / CLASS I: INIIX / CLASS Y: INIYX
This statement of additional information (SAI) is not a prospectus. It should be read in conjunction with the prospectus dated May 1, 2010 (the Prospectus) for the Van Eck Funds (the Trust), relating to Emerging Markets Fund, Global Hard Assets Fund, and International Investors Gold Fund (each a Fund and, together, the Funds), as it may be revised from time to time. The audited financial statements of the Funds for the fiscal year ended December 31, 2009, are hereby incorporated by reference to the Funds Annual Report to shareholders. A copy of the Prospectus for the Trust, relating to the Funds, may be obtained without charge by writing to the Trust or Van Eck Securities Corporation, the Funds distributor (the Distributor). The Trusts address is 335 Madison Avenue, 19th Floor, New York, New York 10017. Capitalized terms used herein that are not defined have the same meaning as in the Prospectus, unless otherwise noted.
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STATEMENT OF ADDITIONAL
INFORMATION
May 1, 2010
The Trust is an open-end management investment company organized as a business trust under the laws of the Commonwealth of Massachusetts on April 3, 1985.
The Trust currently consists of four separate series: each Fund, all of which offer Class A, Class C, Class I and Class Y shares; and Multi-Manager Alternatives Fund, which offers Class A, Class I and Class Y shares.
This SAI only pertains to the Funds. Shares of Multi-Manager Alternatives Fund are offered in a separate prospectus and statement of additional information. The Board of Trustees of the Trust (the Board) has authority to create additional series or funds, each of which may issue separate classes of shares.
International Investors Gold Fund was formerly incorporated under the laws of the state of Delaware under the name of International Investors Incorporated. International Investors Incorporated was reorganized as a series of the Trust on April 30, 1991. International Investors Incorporated had been in continuous existence since 1955, and had been concentrating in gold mining shares since 1968.
On October 31, 2003, Emerging Markets Fund engaged in a reorganization with the Asia Dynasty Fund series of the Trust (the Reorganization). In the Reorganization, Asia Dynasty Fund transferred substantially all of its assets to Emerging Markets Fund in exchange for shares of Emerging Markets Fund which assumed all stated liabilities of Asia Dynasty Fund. Class A shares of Asia Dynasty were exchanged for Class A shares of Emerging Markets Fund and Class B shares of Asia Dynasty were exchanged for Class C shares of Emerging Markets Fund.
Emerging Markets Fund was formerly known as the Global Leaders Fund. Although the Fund has been in existence since December 20, 1993, prior to December 18, 2002, it operated with a substantially different investment strategy.
The
Funds are classified as non-diversified funds under the Investment Company Act
of 1940 (the 1940 Act). Van Eck Associates Corporation (the Adviser)
serves as investment adviser to all the Funds.
The following is additional information regarding the investment policies and strategies used by the Funds in attempting to achieve their respective objectives, and should be read with the sections of the Funds Prospectus titled Fund summary information - Principal Investment Strategies, Fund summary information - Principal Risks and Investment objectives, strategies, policies risks and other information.
Appendix B to this SAI contains an explanation of the rating categories of Moodys Investors Service Inc. (Moodys) and Standard & Poors Corporation (S&P) relating to the fixed-income securities and preferred stocks in which the Funds may invest.
The Funds may invest in asset-backed securities. Asset-backed securities, directly or indirectly, represent interests in, or are secured by and payable from, pools of consumer loans (generally unrelated to mortgage loans) and most often are structured as pass-through securities. Interest and principal payments ultimately depend on payment of the underlying loans, although the securities may be supported by letters of credit or other credit enhancements. The value of asset-backed securities may also depend on the creditworthiness of the servicing agent for the loan pool, the originator of the loans, or the financial institution providing the credit enhancement.
Asset-backed securities are subject to certain risks. These risks generally arise out of the security interest in the assets collateralizing the security. For example, credit card receivables are generally unsecured and the debtors are entitled to a number of protections from the state and through federal consumer laws, many of which give the debtor the right to offset certain amounts of credit card debts and thereby reducing the amounts due.
4
Borrowing to invest more is called leverage. The Fund may borrow from banks provided that the amount of borrowing is no more than one third of the net assets of the Fund plus the amount of the borrowings. The Fund is required to be able to restore borrowing to its permitted level within three days, if it should increase to more than one-third as stated above. Methods that may be used to restore borrowings in this context include selling securities, even if the sale hurts the Funds investment performance. Leverage exaggerates the effect of rises or falls in prices of securities bought with borrowed money. Borrowing also costs money, including fees and interest. The Fund expects to borrow only through negotiated loan agreements with commercial banks or other institutional lenders.
COLLATERALIZED MORTGAGE OBLIGATIONS
The Funds may invest in collateralized mortgage obligations (CMOs). CMOs are fixed-income securities which are collateralized by pools of mortgage loans or mortgage-related securities created by commercial banks, savings and loan institutions, private mortgage insurance companies and mortgage bankers. In effect, CMOs pass through the monthly payments made by individual borrowers on their mortgage loans. Prepayments of the mortgages included in the mortgage pool may influence the yield of the CMO. In addition, prepayments usually increase when interest rates are decreasing, thereby decreasing the life of the pool. As a result, reinvestment of prepayments may be at a lower rate than that on the original CMO. There are different classes of CMOs, and certain classes have priority over others with respect to prepayment of the mortgages. Timely payment of interest and principal (but not the market value) of these pools is supported by various forms of insurance or guarantees. The Funds may buy CMOs without insurance or guarantees if, in the opinion of the Adviser, the pooler is creditworthy or if rated A or better by S&P or Moodys. S&P and Moodys assign the same rating classifications to CMOs as they do to bonds. In the event that any CMOs are determined to be investment companies, the Funds will be subject to certain limitations under the 1940 Act.
The Funds may invest in commercial paper that is indexed to certain specific foreign currency exchange rates. The terms of such commercial paper provide that its principal amount is adjusted upwards or downwards (but not below zero) at maturity to reflect changes in the exchange rate between two currencies while the obligation is outstanding. The Funds will purchase such commercial paper with the currency in which it is denominated and, at maturity, will receive interest and principal payments thereon in that currency, but the amount or principal payable by the issuer at maturity will change in proportion to the change (if any) in the exchange rate between two specified currencies between the date the instrument is issued and the date the instrument matures. While such commercial paper entails the risk of loss of principal, the potential for realizing gains as a result of changes in foreign currency exchange rates enables the Funds to hedge or cross-hedge against a decline in the U.S. dollar value of investments denominated in foreign currencies while providing an attractive money market rate of return. The Funds will purchase such commercial paper for hedging purposes only, not for speculation.
For hedging purposes only, the Funds may invest in commercial paper with the principal amount indexed to the difference, up or down, in value between two foreign currencies. The Funds segregate asset accounts with an equivalent amount of cash, U.S. government securities or other highly liquid securities equal in value to this commercial paper. Principal may be lost, but the potential for gains in principal and interest may help the Funds cushion against the potential decline of the U.S. dollar value of foreign-denominated investments. At the same time, this commercial paper may provide an attractive money market rate of return.
The Funds may invest in securities that are convertible into common stock or other securities of the same or a different issuer or into cash within a particular period of time at a specified price or formula. Convertible securities are generally fixed income securities (but may include preferred stock) and generally rank senior to common stocks in a corporations capital structure and, therefore, entail less risk than the corporations common stock. The value of a convertible security is a function of its investment value (its value as if it did not have a conversion privilege), and its conversion value (the securitys worth if it were to be exchanged for the underlying security, at market value, pursuant to its conversion privilege).
To the extent that a convertible securitys investment value is greater than its conversion value, its price will be primarily a reflection of such investment value and its price will be likely to increase when interest rates fall and decrease when interest rates rise, as with a fixed-income security (the credit standing of the issuer and other factors may also have an effect on the convertible securitys value). If the conversion value exceeds the investment value, the price of the
5
convertible security will rise above its investment value and, in addition, will sell at some premium over its conversion value. (This premium represents the price investors are willing to pay for the privilege of purchasing a fixed-income security with a possibility of capital appreciation due to the conversion privilege.) At such times the price of the convertible security will tend to fluctuate directly with the price of the underlying equity security. Convertible securities may be purchased by the Funds at varying price levels above their investment values and/or their conversion values in keeping with the Funds objective.
The Funds may invest in debt securities. The market value of debt securities generally varies in response to changes in interest rates and the financial condition of each issuer and the value of a hard asset if linked to the value of a hard asset. Debt securities with similar maturities may have different yields, depending upon several factors, including the relative financial condition of the issuers. A description of debt securities ratings is contained in Appendix B to the SAI. High grade means a rating of A or better by Moodys or S&P, or of comparable quality in the judgment of the Adviser or if no rating has been given by either service. Many securities of foreign issuers are not rated by these services. Therefore, the selection of such issuers depends to a large extent on the credit analysis performed by the Adviser. During periods of declining interest rates, the value of debt securities generally increases. Conversely, during periods of rising interest rates, the value of such securities generally declines. These changes in market value will be reflected in the Funds net asset value. Debt securities with similar maturities may have different yields, depending upon several factors, including the relative financial condition of the issuers. For example, higher yields are generally available from securities in the lower rating categories of S&P or Moodys. However, the values of lower-rated securities generally fluctuate more than those of high-grade securities. Many securities of foreign issuers are not rated by these services. Therefore the selection of such issuers depends to a large extent on the credit analysis performed by the Adviser.
New issues of certain debt securities are often offered on a when-issued basis. That is, the payment obligation and the interest rate are fixed at the time the buyer enters into the commitment, but delivery and payment for the securities normally take place after the date of the commitment to purchase. The value of when-issued securities may vary prior to and after delivery depending on market conditions and changes in interest rate levels. However, the Funds do not accrue any income on these securities prior to delivery. The Funds will maintain in a segregated account with their Custodian an amount of cash or high quality securities equal (on a daily marked-to-market basis) to the amount of its commitment to purchase the when-issued securities. The Funds may also invest in low rated or unrated debt securities. Low rated debt securities present a significantly greater risk of default than do higher rated securities, in times of poor business or economic conditions, the Funds may lose interest and/or principal on such securities.
The Funds may also invest in various money market securities for cash management purposes or when assuming a temporary defensive position. Money market securities may include commercial paper, bankers acceptances, bank obligations, corporate debt securities, certificates of deposit, U.S. government securities and obligations of savings institutions.
The Funds may invest in Depositary Receipts, which represent an ownership interest in securities of foreign companies (an underlying issuer) that are deposited with a depositary. Depositary Receipts are not necessarily denominated in the same currency as the underlying securities. Depositary Receipts include American Depositary Receipts (ADRs), Global Depositary Receipts (GDRs) and other types of Depositary Receipts (which, together with ADRs and GDRs, are hereinafter collectively referred to as Depositary Receipts). ADRs are dollar-denominated Depositary Receipts typically issued by a U.S. financial institution which evidence an ownership interest in a security or pool of securities issued by a foreign issuer. ADRs are listed and traded in the United States. GDRs and other types of Depositary Receipts are typically issued by foreign banks or trust companies, although they also may be issued by U.S. financial institutions, and evidence ownership interests in a security or pool of securities issued by either a foreign or a U.S. corporation. Generally, Depositary Receipts in registered form are designed for use in the U.S. securities market and Depositary Receipts in bearer form are designed for use in securities markets outside the United States.
Depositary Receipts may be sponsored or unsponsored. Sponsored Depositary Receipts are established jointly by a depositary and the underlying issuer, whereas unsponsored Depositary Receipts may be established by a depositary without participation by the underlying issuer. Holders of unsponsored Depositary Receipts generally bear all the costs associated with establishing unsponsored Depositary Receipts. In addition, the issuers of the securities underlying unsponsored Depository Receipts are not obligated to disclose material information in the United States and, therefore, there may be less information available regarding such issuers and there may not be a correlation between such information and the market value of the Depositary Receipts.
6
The Funds may also use futures contracts and options, forward contracts and swaps as part of various investment techniques and strategies, such as creating non-speculative synthetic positions (covered by segregation of liquid assets) or implementing cross-hedging strategies. A synthetic position is the duplication of a cash market transaction when deemed advantageous by the Funds Adviser for cost, liquidity or transactional efficiency reasons. A cash market transaction is the purchase or sale of the security or other asset for cash. Cross-hedging involves the use of one currency to hedge against the decline in the value of another currency. The use of such instruments as described herein involves several risks. First, there can be no assurance that the prices of such instruments and the hedge security or the cash market position will move as anticipated. If prices do not move as anticipated, a Fund may incur a loss on its investment, may not achieve the hedging protection it anticipated and/or may incur a loss greater than if it had entered into a cash market position. Second, investments in such instruments may reduce the gains which would otherwise be realized from the sale of the underlying securities or assets which are being hedged. Third, positions in such instruments can be closed out only on an exchange that provides a market for those instruments. There can be no assurance that such a market will exist for a particular futures contract or option. If the Fund cannot close out an exchange traded futures contract or option which it holds, it would have to perform its contract obligation or exercise its option to realize any profit and would incur transaction cost on the sale of the underlying assets. In addition, the use of derivative instruments involves the risk that a loss may be sustained as a result of the failure of the counterparty to the derivatives contract to make required payments or otherwise comply with the contracts terms.
When the Funds intend to acquire securities (or gold bullion or coins as the case may be) for their portfolio, they may use call options or futures contracts as a means of fixing the price of the security (or gold) they intend to purchase at the exercise price (in the case of an option) or contract price (in the case of futures contracts). An increase in the acquisition cost would be offset, in whole or part, by a gain on the option or futures contract. Options and futures contracts requiring delivery of a security may also be useful to the Funds in purchasing a large block of securities that would be more difficult to acquire by direct market purchases. If the Funds hold a call option rather than the underlying security itself, the Funds are partially protected from any unexpected decline in the market price of the underlying security and in such event could allow the call option to expire, incurring a loss only to the extent of the premium paid for the option. Using a futures contract would not offer such partial protection against market declines and the Funds would experience a loss as if they had owned the underlying security.
The Funds may invest up to 10% of their total assets in direct investments. Direct investments include (i) the private purchase from an enterprise of an equity interest in the enterprise in the form of shares of common stock or equity interests in trusts, partnerships, joint ventures or similar enterprises, and (ii) the purchase of such an equity interest in an enterprise from a principal investor in the enterprise. In each case the Funds will, at the time of making the investment, enter into a shareholder or similar agreement with the enterprise and one or more other holders of equity interests in the enterprise. The Adviser anticipates that these agreements may, in appropriate circumstances, provide the Funds with the ability to appoint a representative to the board of directors or similar body of the enterprise and for eventual disposition of the Funds investment in the enterprise. Such a representative of the Funds will be expected to provide the Funds with the ability to monitor its investment and protect its rights in the investment, and will not be appointed for the purpose of exercising management or control of the enterprise.
Certain of the Funds direct investments will include investments in smaller, less seasoned companies. These companies may have limited product lines, markets or financial resources, or they may be dependent on a limited management group. The Funds do not anticipate making direct investments in start-up operations, although it is expected that in some cases the Funds direct investments will fund new operations for an enterprise which itself is engaged in similar operations or is affiliated with an organization that is engaged in similar operations. With respect to the Emerging Markets Fund, such direct investments may be made in entities that are reasonably expected in the foreseeable future to become growth companies, either by expanding current operations or establishing significant operations.
Direct investments may involve a high degree of business and financial risk that can result in substantial losses. Because of the absence of any public trading market for these investments, the Funds may take longer to liquidate these positions than would be the case for publicly traded securities. Although these securities may be resold in privately negotiated transactions, the prices on these sales could be less than those originally paid by the Funds. Furthermore, issuers whose securities are not publicly traded may not be subject to public disclosure and other investor protection requirements applicable to publicly traded securities. If such securities are required to be registered under the securities laws of one or more jurisdictions before being resold, the Funds may be required to bear the expense of the registration. Direct investments are generally considered illiquid and will be aggregated with other illiquid investments for purposes of
7
the limitation on illiquid investments. Direct investments can be difficult to price and will be valued at fair value as determined in good faith by the Board. The pricing of direct investments may not be reflective of the price at which these assets could be liquidated.
Investors should recognize that investing in foreign securities involves certain special considerations that are not typically associated with investing in United States securities. Since investments in foreign companies will frequently involve currencies of foreign countries, and since the Funds may hold securities and funds in foreign currencies, the Funds may be affected favorably or unfavorably by changes in currency rates and in exchange control regulations, if any, and may incur costs in connection with conversions between various currencies. Most foreign stock markets, while growing in volume of trading activity, have less volume than the New York Stock Exchange (NYSE), and securities of some foreign companies are less liquid and more volatile than securities of comparable domestic companies. Similarly, volume and liquidity in most foreign bond markets are less than in the United States, and at times volatility of price can be greater than in the United States. Fixed commissions on foreign securities exchanges are generally higher than negotiated commissions on United States exchanges, although the Funds endeavor to achieve the most favorable net results on their portfolio transactions. There is generally less government supervision and regulation of securities exchanges, brokers and listed companies in foreign countries than in the United States. In addition, with respect to certain foreign countries, there is the possibility of exchange control restrictions, expropriation or confiscatory taxation, political, economic or social instability, which could affect investments in those countries. Foreign securities such as those purchased by the Funds may be subject to foreign government taxes, higher custodian fees, higher brokerage commissions and dividend collection fees which could reduce the yield on such securities.
The Funds may invest in Russian issuers. Settlement, clearing and registration of securities in Russia is in an underdeveloped state. Ownership of shares (except those held through depositories that meet the requirements of the Act) is defined according to entries in the issuers share register and normally evidenced by extracts from that register, which have no legal enforceability. Furthermore, share registration is carried out either by the issuer or registrars located throughout Russia, which are not necessarily subject to effective government supervision. To reasonably ensure that its ownership interest continues to be appropriately recorded, the Funds will invest only in those Russian companies whose registrars have entered into a contract with the Funds Russian sub-custodian, which gives the sub-custodian the right, among others, to inspect the share register and to obtain extracts of share registers through regular audits. While these procedures reduce the risk of loss, there can be no assurance that they will be effective. This limitation may prevent the Funds from investing in the securities of certain Russian issuers otherwise deemed suitable by the Adviser.
Trading in futures contracts traded on foreign commodity exchanges may be subject to the same or similar risks as trading in foreign securities.
FOREIGN SECURITIES - EMERGING MARKETS RISK
The Funds may have a substantial portion of their assets in emerging markets. An emerging market or emerging country is any country that the World Bank, the International Finance Corporation or the United Nations or its authorities has determined to have a low or middle income economy. Emerging countries can be found in regions such as Asia, Latin America, Africa and Eastern Europe. The countries that will not be considered emerging countries include the United States, Australia, Canada, Japan, New Zealand and most countries located in Western Europe such as Austria, Belgium, Denmark, Finland, France, Germany, Great Britain, Ireland, Italy, the Netherlands, Norway, Spain, Sweden and Switzerland.
Emerging market securities include securities which are (i) principally traded in the capital markets of an emerging market country; (ii) securities of companies that derive at least 50% of their total revenues from either goods produced or services performed in emerging countries or from sales made in emerging countries, regardless of where the securities of such companies are principally traded; (iii) securities of companies organized under the laws of, and with a principal office in an emerging country; (iv) securities of investment companies (such as country funds) that principally invest in emerging market securities; and (v) American Depositary Receipts (ADRs), American Depositary Shares (ADSs), European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs) with respect to the securities of such companies.
Investing in the equity and fixed income markets of developing countries involves exposure to potentially unstable governments, the risk of nationalization of businesses, restrictions on foreign ownership, prohibitions on repatriation of assets and a system of laws that may offer less protection of property rights. Emerging market economies may be based on only a few industries, may be highly vulnerable to changes in local and global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates.
8
Securities markets in these countries may trade a small number of securities, may have a limited number of issuers and a high proportion of shares or may be held by a relatively small number of persons or institutions. Local securities markets may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of substantial holdings difficult or impossible at times. Securities of issuers located in developing markets may have limited marketability and may be subject to more abrupt or erratic price movements. Many of these stock markets are undergoing a period of growth and change which may result in trading volatility, and in difficulties in the settlement and recording of transactions and in interpreting and applying the relevant law and regulations. In addition, stockbrokers and other intermediaries in emerging markets may not perform in the way their counterparts in the United States and other more developed securities markets do. The prices at which a Fund may acquire investments may be affected by trading by persons with material non-public information and by securities transactions by brokers in anticipation of transactions by the Fund in particular securities. Limited liquidity may impair a Funds ability to liquidate a position at the time and price it wishes to do so. In addition, a Funds ability to participate fully in the smaller, less liquid emerging markets may be limited by the policy restricting its investments in illiquid securities.
Since the Emerging Markets Fund may invest a portion of its total assets in Asian region investments, its investment performance may be affected by events affecting Asian region companies. The value and liquidity of Asian region investments may be affected favorably or unfavorably by political, economic, fiscal, regulatory or other developments in the Asian region or their neighboring regions. The extent of economic development, political stability and market depth of different countries in the Asian region varies widely. Certain countries in the Asian region elsewhere, including Cambodia, China, Laos, Indonesia, Malaysia, the Philippines, Thailand, and Vietnam are either comparatively underdeveloped or are in the process of becoming developed. Investments in these countries typically involve greater potential for gain or loss than investments in securities of issuers in developed countries.
The securities markets in emerging markets are substantially smaller, less liquid and more volatile than the major securities markets in the United States. A high proportion of the shares of many issuers may be held by a limited number of persons and financial institutions, which may limit the number of shares available for investment by the portfolio. Similarly, volume and liquidity in the bond markets in Asia, Eastern and Central Europe and other emerging markets are less than in the United States and, at times, price volatility can be greater than in the United States. A limited number of issuers in Asian and emerging market securities markets may represent a disproportionately large percentage of market capitalization and trading value. The limited liquidity of securities markets in these regions may also affect the Funds ability to acquire or dispose of securities at the price and time it wishes to do so. Accordingly, during periods of rising securities prices in the more illiquid regions securities markets, the Funds abilities to participate fully in such price increases may be limited by their investment policies of investing not more than 15% of their net assets in illiquid securities. Conversely, the inability of the Funds to dispose fully and promptly of positions in declining markets will cause the Funds net asset values to decline as the values of the unsold positions are marked to lower prices. In addition, these securities markets are susceptible to being influenced by large investors trading significant blocks of securities.
The Russian, Eastern and Central European, Chinese, Hong Kong and Taiwanese stock markets are undergoing a period of growth and change which may result in trading volatility and difficulties in the settlement and recording of transactions, and in interpreting and applying the relevant law and regulations. In particular, the securities industry in China is not well developed. China has few securities laws of nationwide applicability. The municipal securities regulations adopted by Shanghai and Shenzhen municipalities are very new, as are their respective securities exchanges and other self-regulatory organizations. In addition, Chinese stockbrokers and other intermediaries may not perform as well as their counterparts in the United States and other more developed securities markets. The prices at which the Funds may acquire investments may be affected by trading by persons with material non-public information, and by securities transactions by brokers in anticipation of transactions by the Fund, in particular securities.
Emerging Markets Fund will invest in Asian, Eurasian and other countries with emerging economies or securities markets. Political and economic structures in many such countries may be undergoing significant evolution and rapid development, and such countries may lack the social, political and economic stability characteristic of the United States. Certain such countries have in the past failed to recognize private property rights and have at times nationalized or expropriated the assets of private companies. As a result, the risks described above, including the risks of nationalization or expropriation of assets, may be heightened. In addition, unanticipated political or social developments may affect the value of the Funds investments in those countries and the availability to the Funds of additional investments in those countries. Economies in Central Europe and Latin American emerging markets may differ favorably or unfavorably from the United States economy in such respects as rate of growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position. As export-driven economies, the economies of these regions are affected by developments in the economies of its principal trading partners. Revocation by the United States of Chinas Most Favored Nation trading status, which the United States President and Congress reconsider
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annually, would adversely affect the trade and economic development of China and Hong Kong. Hong Kong, Japan and Taiwan have limited natural resources, resulting in dependence on foreign sources for certain raw materials and economic vulnerability to global fluctuations of price and supply.
The Chinese economy is generally considered an emerging market and can be significantly affected by economic and political conditions and policy in China and surrounding Asian countries. A relatively small number of Chinese companies represents a large portion of Chinas total market and thus may be more sensitive to adverse political or economic circumstances and market movements.
The economy of China differs, often unfavorably, from the U.S. economy in such respects as structure, general development, government involvement, wealth distribution, rate of inflation, growth rate, allocation of resources and capital reinvestment, among others. Under Chinas political and economic system, the central government has historically exercised substantial control over virtually every sector of the Chinese economy through administrative regulation and/or state ownership. Since 1978, the Chinese government has been, and is expected to continue, reforming its economic policies, which has resulted in less direct central and local government control over the business and production activities of Chinese enterprises and companies. Notwithstanding the economic reforms instituted by the Chinese government and the Chinese Communist Party, actions of the Chinese central and local government authorities continue to have a substantial effect on economic conditions in China, which could affect the public and private sector companies in which the Fund invests. In the past, the Chinese government has from time to time taken actions that influence the prices at which certain goods may be sold, encourage companies to invest or concentrate in particular industries, induce mergers between companies in certain industries and induce private companies to publicly offer their securities to increase or continue the rate of economic growth, control the rate of inflation or otherwise regulate economic expansion. It may do so in the future as well. Such actions and a variety of other centrally planned or determined activities by the Chinese government could have a significant adverse effect on economic conditions in China, the economic prospects for, and the market prices and liquidity of, the securities of Chinese companies and the payments of dividends and interest by Chinese companies. In addition, expropriation, including nationalization, confiscatory taxation, political, economic or social instability or other developments could adversely affect and significantly diminish the values of the Chinese companies in which the Fund invests. Similar risks exist in other Asian region countries.
FOREIGN SECURITIES - FOREIGN CURRENCY TRANSACTIONS
Under normal circumstances, consideration of the prospects for currency exchange rates will be incorporated into the long-term investment decisions made for the Funds with regard to overall diversification strategies. Although the Funds value their assets daily in terms of U.S. dollars, they do not intend physically to convert their holdings of foreign currencies into U.S. dollars on a daily basis. The Funds will do so from time to time, and investors should be aware of the costs of currency conversion. Although foreign exchange dealers do not charge a fee for conversion, they do realize a profit based on the difference (the spread) between the prices at which they are buying and selling various currencies. Thus, a dealer may offer to sell a foreign currency to the Funds at one rate, while offering a lesser rate of exchange should the Funds desire to resell that currency to the dealer. The Funds will use forward contracts, along with futures contracts, foreign exchange swaps (Emerging Markets Fund and Global Hard Assets Fund only) and put and call options (all types of derivatives), to lock in the U.S. Dollar price of a security bought or sold and as part of their overall hedging strategy. The Funds will conduct their foreign currency exchange transactions, either on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange market, or through purchasing put and call options on, or entering into futures contracts or forward contracts to purchase or sell foreign currencies. See Futures and Options Transactions.
Changes in currency exchange rates may affect the Funds net asset value and performance. There can be no assurance that the Adviser will be able to anticipate currency fluctuations in exchange rates accurately. The Funds may invest in a variety of derivatives and enter into hedging transactions to attempt to moderate the effect of currency fluctuations. The Funds may purchase and sell put and call options on, or enter into futures contracts or forward contracts to purchase or sell foreign currencies. This may reduce a Funds losses on a security when a foreign currencys value changes. Hedging against a change in the value of a foreign currency does not eliminate fluctuations in the prices of portfolio securities or prevent losses if the prices of such securities decline. Furthermore, such hedging transactions reduce or preclude the opportunity for gain if the value of the hedged currency should change relative to the other currency. Finally, when the Funds use options and futures in anticipation of the purchase of a portfolio security to hedge against adverse movements in the securitys underlying currency, but the purchase of such security is subsequently deemed undesirable, the Fund may incur a gain or loss on the option or futures contract.
The Funds will enter into forward contracts to duplicate a cash market transaction. The Funds will not purchase or sell foreign currency as an investment, except that Emerging Markets Fund and Global Hard Assets Fund may enter into currency swaps. See also Futures and Options Transactions.
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In those situations where foreign currency options or futures contracts, or options on futures contracts may not be readily purchased (or where they may be deemed illiquid) in the primary currency in which the hedge is desired, the hedge may be obtained by purchasing or selling an option, futures contract or forward contract on a secondary currency. The secondary currency will be selected based upon the Advisers belief that there exists a significant correlation between the exchange rate movements of the two currencies. However, there can be no assurances that the exchange rate or the primary and secondary currencies will move as anticipated, or that the relationship between the hedged security and the hedging instrument will continue. If they do not move as anticipated or the relationship does not continue, a loss may result to the Funds on their investments in the hedging positions.
A forward foreign currency contract, like a futures contract, involves an obligation to purchase or sell a specific amount of currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. Unlike foreign currency futures contracts which are standardized exchange-traded contracts, forward currency contracts are usually traded in the interbank market conducted directly between currency traders (usually large commercial banks) and their customers. A forward contract generally has no deposit requirement, and no commissions are charged at any stage for such trades.
The Adviser will not commit any Fund, at time of purchase, to deliver under forward contracts an amount of foreign currency in excess of the value of the Funds portfolio securities or other assets or obligations denominated in that currency. The Funds Custodian will place the securities being hedged, cash, U.S. government securities or debt or equity securities into a segregated account of the Fund in an amount equal to the value of the Funds total assets committed to the consummation of forward foreign currency contracts to ensure that the Fund is not leveraged beyond applicable limits. If the value of the securities placed in the segregated account declines, additional cash or securities will be placed in the account on a daily basis so that the value of the account will equal the amount of the Funds commitments with respect to such contracts. At the maturity of a forward contract, the Funds may either sell the portfolio security and make delivery of the foreign currency, or they may retain the security and terminate their contractual obligation to deliver the foreign currency prior to maturity by purchasing an offsetting contract with the same currency trader, obligating it to purchase, on the same maturity date, the same amount of the foreign currency. There can be no assurance, however, that the Funds will be able to effect such a closing purchase transaction.
It is impossible to forecast the market value of a particular portfolio security at the expiration of the contract. Accordingly, if a decision is made to sell the security and make delivery of the foreign currency it may be necessary for a Fund to purchase additional foreign currency on the spot market (and bear the expense of such purchase) if the market value of the security is less than the amount of foreign currency that a Fund is obligated to deliver.
If a Fund retains the portfolio security and engages in an offsetting transaction, the Fund will incur a gain or a loss to the extent that there has been movement in forward contract prices. Additionally, although such contracts tend to minimize the risk of loss due to a decline in the value of the hedged currency, at the same time, they tend to limit any potential gain which might result should the value of such currency increase.
OPTIONS, FUTURES, WARRANTS AND SUBSCRIPTION RIGHTS
Options Transactions . Each Fund may purchase and sell (write) exchange-traded and over-the-counter (OTC) call and put options on domestic and foreign securities, foreign currencies, stock and bond indices and financial futures contracts. Global Hard Assets Fund may also buy and sell options linked to the price of hard assets.
Purchasing Call and Put Options . Each Fund may invest up to 5% of its total assets in premiums on call and put options. The purchase of a call option would enable a Fund, in return for the premium paid, to lock in a purchase price for a security or currency during the term of the option. The purchase of a put option would enable a Fund, in return for a premium paid, to lock in a price at which it may sell a security or currency during the term of the option. OTC options are purchased from or sold (written) to dealers or financial institutions which have entered into direct agreements with a Fund. With OTC options, such variables as expiration date, exercise price and premium will be agreed upon between the Fund and the transacting dealer.
The principal factors affecting the market value of a put or a call option include supply and demand, interest rates, the current market price of the underlying security or index in relation to the exercise price of the option, the volatility of the underlying security or index, and the time remaining until the expiration date. Accordingly, the successful use of options depends on the ability of the Adviser to forecast correctly interest rates, currency exchange rates and/or market movements.
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When a Fund sells put or call options it has previously purchased, the Fund may realize a net gain or loss, depending on whether the amount realized on the sale is more or less than the premium and other transaction costs paid on the put or call option which is sold. There is no assurance that a liquid secondary market will exist for options, particularly in the case of OTC options. In the event of the bankruptcy of a broker through which a Fund engages in transactions in options, such Fund could experience delays and/or losses in liquidating open positions purchased or sold through the broker and/or incur a loss of all or part of its margin deposits with the broker. In the case of OTC options, if the transacting dealer fails to make or take delivery of the securities underlying an option it has written, in accordance with the terms of that option, due to insolvency or otherwise, a Fund would lose the premium paid for the option as well as any anticipated benefit of the transaction. If trading were suspended in an option purchased by a Fund, the Fund would not be able to close out the option. If restrictions on exercise were imposed, the Fund might be unable to exercise an option it has purchased.
A call option on a foreign currency gives the purchaser of the option the right to purchase the currency at the exercise price until the option expires. A put option on a foreign currency gives the purchaser of the option the right to sell a foreign currency at the exercise price until the option expires. The markets in foreign currency options are relatively new and the Funds ability to establish and close out positions on such options is subject to the maintenance of a liquid secondary market. Currency options traded on U.S. or other exchanges may be subject to position limits, which may limit the ability of a Fund to reduce foreign currency risk using such options.
Writing Covered Call and Put Options . Each Fund may write covered call options on portfolio securities to the extent that the value of all securities with respect to which covered calls are written does not exceed 10% of the Funds net asset value. When a Fund writes a covered call option, the Fund incurs an obligation to sell the security underlying the option to the purchaser of the call, at the options exercise price at any time during the option period, at the purchasers election. When a Fund writes a put option, the Fund incurs an obligation to buy the security underlying the option from the purchaser of the put, at the options exercise price at any time during the option period, at the purchasers election. In each case, the Fund will receive from the purchaser a premium (i.e., the price of the option).
The Fund may be required, at any time during the option period, to deliver the underlying security (or currency) against payment of the exercise price on any calls it has written, or to make payment of the exercise price against delivery of the underlying security (or currency) on any puts it has written. This obligation is terminated upon the expiration of the option period or at such earlier time as the writer effects a closing purchase transaction. A closing purchase transaction is accomplished by purchasing an option of the same series as the option previously written. However, once the Fund has been assigned an exercise notice, the Fund will be unable to effect a closing purchase transaction.
A call option is covered if the Fund owns the underlying security subject to the option or has an absolute and immediate right to acquire that security without additional cash consideration (or for additional consideration (in cash, Treasury bills or other liquid portfolio securities) held in a segregated account on the Funds books) upon conversion or exchange of other securities held in its portfolio. A call option is also covered if the Fund holds a call on the same security as the call written where the exercise price of the call held is (i) equal to or less than the exercise price of the call written or (ii) greater than the exercise price of the call written if the difference is maintained by the Fund in cash, Treasury bills or other liquid portfolio securities in a segregated account on the Funds books. A put option is covered if the Fund maintains cash, Treasury bills or other liquid portfolio securities with a value equal to the exercise price in a segregated account on the Funds books, or holds a put on the same security as the put written where the exercise price of the put held is equal to or greater than the exercise price of the put written.
Receipt of premiums from writing call and put options may provide a Fund with a higher level of current income than it would earn from holding the underlying securities alone, and the premium received will offset a portion of the potential loss incurred by the Fund if the securities underlying the option decline in value. However, during the option period, the Fund gives up, in return for the premium on the option, the opportunity for capital appreciation above the exercise price should the market price of the underlying security (or the value of its denominated currency) increase, but retains the risk of loss should the price of the underlying security (or the value of its denominated currency) decline.
Futures Contracts . The Funds may buy and sell financial futures contracts which may include security and interest-rate futures, stock and bond index futures contracts and foreign currency futures contracts. Global Hard Assets Fund may also buy and sell futures contracts and options thereon linked to the price of hard assets. A futures contract is an agreement between two parties to buy and sell a security for a set price on a future date. An interest rate, commodity, foreign currency or index futures contract provides for the future sale by one party and purchase by another party of a specified quantity of a financial instrument, commodity, foreign currency or the cash value of an index at a specified price and time.
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Futures contracts and options on futures contracts may be used reduce a Funds exposure to fluctuations in the prices of portfolio securities and may prevent losses if the prices of such securities decline. Similarly, such investments may protect a Fund against fluctuation in the value of securities in which a Fund is about to invest.
The Funds may purchase and write (sell) call and put options on futures contracts and enter into closing transactions with respect to such options to terminate an existing position. An option on a futures contract gives the purchaser the right (in return for the premium paid), and the writer the obligation, to assume a position in a futures contract (a long position if the option is a call and a short position if the option is a put) at a specified exercise price at any time during the term of the option. Upon exercise of the option, the delivery of the futures position by the writer of the option to the holder of the option is accompanied by delivery of the accumulated balance in the writers futures margin account, which represents the amount by which the market price of the futures contract at the time of exercise exceeds (in the case of a call) or is less than (in the case of a put) the exercise price of the option contract.
Future contracts are traded on exchanges, so that, in most cases, either party can close out its position on the exchange for cash, without delivering the security or commodity. However, there is no assurance that a Fund will be able to enter into a closing transaction.
When a Fund enters into a futures contract, it is initially required to deposit an initial margin of cash, Treasury securities or other liquid portfolio securities ranging from approximately 2% to 5% of the contract amount. The margin deposits made are marked-to-market daily and the Fund may be required to make subsequent deposits of cash, U.S. government securities or other liquid portfolio securities, called variation margin, which are reflective of price fluctuations in the futures contract.
A Fund will not commit more than 5% of its total assets to initial margin deposits on futures contracts and premiums on options on futures contracts. Futures positions entered into for bona fide hedging purposes, as that term is defined under applicable regulations, are excluded from the 5% limitation.
Pursuant to a notice of eligibility claiming exclusion from the definition of Commodity Pool Operator filed with the National Futures Association on behalf of the Funds, neither the Trust nor any of the individual Funds is deemed to be a commodity pool operator under the Commodity Exchange Act (CEA), and, accordingly, they are not subject to registration or regulation as such under the CEA.
Risks of Transactions in Futures Contracts and Related Options . There are several risks associated with the use of futures contracts and futures options as hedging techniques. A purchase or sale of a futures contract may result in losses in excess of the amount invested in the futures contract. There can be no guarantee that there will be a correlation between price movements in the hedging vehicle and in the Fund securities being hedged. In addition, there are significant differences between the securities and futures markets that could result in an imperfect correlation between the markets, causing a given hedge not to achieve its objectives. As a result, a hedge may be unsuccessful because of market behavior or unexpected interest rate trends.
Futures exchanges may limit the amount of fluctuation permitted in certain futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous days settlement price at the end of the current trading session. Once the daily limit has been reached in a futures contract subject to the limit, no more trades may be made on that day at a price beyond that limit. The daily limit governs only price movements during a particular trading day and therefore does not limit potential losses because the limit may work to prevent the liquidation of unfavorable positions. For example, futures prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of positions and subjecting some holders of futures contracts to substantial losses.
There can be no assurance that a liquid market will exist at a time when a Fund seeks to close out a futures or a futures option position, and that Fund would remain obligated to meet margin requirements until the position is closed. In addition, many of the contracts discussed above are relatively new instruments without a significant trading history. As a result, there can be no assurance that an active secondary market will develop or continue to exist.
Warrants and Subscription Rights . The Funds may invest in warrants, which are instruments that permit, but do not obligate, the holder to subscribe for other securities. Subscription rights are similar to warrants, but normally have a short duration and are distributed directly by the issuer to its shareholders. Warrants and rights are not dividend-paying investments and do not have voting rights like common stock. They also do not represent any rights in the assets of the issuer. As a result, warrants and rights may be considered more speculative than direct equity investments. In addition,
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the value of warrants and rights do not necessarily change with the value of the underlying securities and may cease to have value if they are not exercised prior to their expiration dates.
The Global Hard Assets Fund may invest up to 80% of its assets in hard asset securities. Hard asset securities include equity securities of hard asset companies and derivative securities and instruments whose value is linked to the price of a commodity or a commodity index. The term hard asset companies includes companies that directly or indirectly (whether through supplier relationships, servicing agreements or otherwise) derive at least 50% of gross revenue or profit from exploration, development, production, distribution or facilitation of processes relating to: (i) precious metals, (ii) ferrous and non-ferrous metals, (iii) gas, petroleum, petrochemicals or other hydrocarbons, (iv) forest products, (v) real estate and (vi) other basic commodities which, historically, have been produced and marketed profitably during periods of significant inflation.
Since the market action of hard asset securities may move against or independently of the market trend of industrial shares, the addition of such securities to an overall portfolio may increase the return and reduce the price fluctuations of such a portfolio. There can be no assurance that an increased rate of return or a reduction in price fluctuations of a portfolio will be achieved. Hard asset securities are affected by many factors, including movement in the stock market. Inflation may cause a decline in the market, including hard asset securities. The Fund has a fundamental policy of concentrating in such industries, and more than 50% of the Funds assets may be invested in any one of the above sectors. Precious metal and natural resource securities are at times volatile and there may be sharp fluctuations in prices, even during periods of rising prices.
INDEXED SECURITIES AND STRUCTURED NOTES
The Funds may invest in indexed securities, i.e., structured notes securities and index options, whose value is linked to one or more currencies, interest rates, commodities, or financial or commodity indices. An indexed security enables the investor to purchase a note whose coupon and/or principal redemption is linked to the performance of an underlying asset. Indexed securities may be positively or negatively indexed (i.e., their value may increase or decrease if the underlying instrument appreciates). Indexed securities may have return characteristics similar to direct investments in the underlying instrument or to one or more options on the underlying instrument. Indexed securities may be more volatile than the underlying instrument itself, and present many of the same risks as investing in futures and options. Indexed securities are also subject to credit risks associated with the issuer of the security with respect to both principal and interest. Only securities linked to one or more non-agriculture commodities or commodity indices will be considered a hard asset security.
Indexed securities may be publicly traded or may be two-party contracts (such two-party agreements are referred to here collectively as structured notes). When a Fund purchases a structured note, it will make a payment of principal to the counterparty. Some structured notes have a guaranteed repayment of principal while others place a portion (or all) of the principal at risk. The Funds will purchase structured notes only from counterparties rated A or better by S&P, Moodys or another nationally recognized statistical rating organization. The Adviser will monitor the liquidity of structured notes under the supervision of the Board. Notes determined to be illiquid will be aggregated with other illiquid securities and will be subject to the Funds limitations on illiquid securities.
INVESTMENTS IN OTHER INVESTMENT COMPANIES
Each Fund
may invest up to 20% of its net assets in securities issued by other investment
companies (excluding money market funds), including open end and closed end
funds and ETFs, subject to the limitations under the 1940 Act. The Funds
investments in money market funds are not subject to this limitation. The Fund
may invest in investment companies which are sponsored or advised by the
Adviser and/or its affiliates (each, a Van Eck Investment Company). However,
in no event will the Fund invest more than 5% of its net assets in any single
Van Eck Investment Company.
A Funds investment in another investment company
may subject the Fund indirectly to the underlying risks of the investment
company. The Fund also will bear its share of the underlying investment
companys fees and expenses, which are in addition to the Funds own fees and
expenses. Shares of closed-end funds and ETFs may trade at prices that reflect
a premium above or a discount below the investment companys net asset value,
which may be substantial in the case of closed-end funds. If investment company
securities are purchased at a premium to net asset value, the premium may not
exist when those securities are sold and the Fund could incur a loss.
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Securities paid for on an installment basis. A partly paid security trades net of outstanding installment paymentsthe buyer takes over payments. The buyers rights are typically restricted until the security is fully paid. If the value of a partly-paid security declines before a Fund finishes paying for it, the Fund will still owe the payments, but may find it hard to sell and as a result will incur a loss.
The Funds may not purchase or sell real estate, except that the Funds may invest in securities of issuers that invest in real estate or interests therein. These include equity securities of REITs and other real estate industry companies or companies with substantial real estate investments. Global Hard Assets Fund may invest more than 50% of its assets in such securities. The Funds are therefore subject to certain risks associated with direct ownership of real estate and with the real estate industry in general. These risks include, among others: possible declines in the value of real estate; possible lack of availability of mortgage funds; extended vacancies of properties; risks related to general and local economic conditions; overbuilding; increases in competition, property taxes and operating expenses; changes in zoning laws; costs resulting from the clean-up of, and liability to third parties for damages resulting from, environmental problems; casualty or condemnation losses; uninsured damages from floods, earthquakes or other natural disasters; limitations on and variations in rents; and changes in interest rates.
REITs are pooled investment vehicles whose assets consist primarily of interest in real estate and real estate loans. REITs are generally classified as equity REITs, mortgage REITs or hybrid REITs. Equity REITs own interest in property and realize income from the rents and gain or loss from the sale of real estate interests. Mortgage REITs invest in real estate mortgage loans and realize income from interest payments on the loans. Hybrid REITs invest in both equity and debt. Equity REITs may be operating or financing companies. An operating company provides operational and management expertise to and exercises control over, many if not most operational aspects of the property. REITS are not taxed on income distributed to shareholders, provided they comply with several requirements of the Internal Revenue Code of 1986, as amended (the Code).
Investing in REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent upon management skills, are not diversified, and are subject to the risks of financing projects. REITs are subject to heavy cash flow dependency, default by borrowers, self-liquidation and the possibilities of failing to qualify for the exemption from tax for distributed income under the Code. REITs (especially mortgage REITs) are also subject to interest rate risk (i.e., as interest rates rise, the value of the REIT may decline).
Each of the Funds may enter into a repurchase agreement. It is the current policy of the Funds not to invest in repurchase agreements that do not mature within seven days if any such investment, together with any other illiquid assets held by the Fund, amounts to more than 15% of its net assets.
Repurchase agreements, which may be viewed as a type of secured lending by the Fund, typically involve the acquisition by the Fund of debt securities from a selling financial institution such as a bank, savings and loan association or broker-dealer. The agreement provides that the Fund will sell back to the institution, and that the institution will repurchase, the underlying security serving as collateral at a specified price and at a fixed time in the future, usually not more than seven days from the date of purchase. The collateral will be marked-to-market daily to determine that the value of the collateral, as specified in the agreement, does not decrease below the purchase price plus accrued interest. If such decrease occurs, additional collateral will be requested and, when received, added to the account to maintain full collateralization. The Fund will accrue interest from the institution until the time when the repurchase is to occur. While repurchase agreements involve certain risks not associated with direct investments in debt securities, the Funds will only enter into a repurchase agreement where (i) the underlying securities are of the type which the Funds investment policies would allow it to purchase directly, (ii) the market value of the underlying security, including accrued interest, will be at all times be equal to or exceed the value of the repurchase agreement, and (iii) payment for the underlying securities is made only upon physical delivery or evidence of book-entry transfer to the account of the custodian or a bank acting as agent.
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RULE 144A AND SECTION 4(2) SECURITIES
The Funds may invest in securities which are subject to restrictions on resale because they have not been registered under the Securities Act of 1933, or which are otherwise not readily marketable.
Rule 144A under the Securities Act of 1933 allows a broader institutional trading market for securities otherwise subject to restriction on resale to the general public. Rule 144A establishes a safe harbor from the registration requirements of the Securities Act of 1933 of resale of certain securities to qualified institutional buyers.
The Adviser will monitor the liquidity of restricted securities in the Funds holdings under the supervision of the Board. In reaching liquidity decisions, the Adviser will consider, among other things, the following factors: (1) the frequency of trades and quotes for the security; (2) the number of dealers wishing to purchase or sell the security and the number of other potential purchasers; (3) dealer undertakings to make a market in the security; and (4) the nature of the security and the nature of the marketplace trades (e.g., the time needed to dispose of the security, the method of soliciting offers and the mechanisms of the transfer).
In addition, commercial paper may be issued in reliance on the private placement exemption from registration afforded by Section 4(2) of the Securities Act of 1933. Such commercial paper is restricted as to disposition under the federal securities laws and, therefore, any resale of such securities must be effected in a transaction exempt from registration under the Securities Act of 1933. Such commercial paper is normally resold to other investors through or with the assistance of the issuer or investment dealers who make a market in such securities, thus providing liquidity.
Securities eligible for resale pursuant to Rule 144A under the Securities Act of 1933 and commercial paper issued in reliance on the Section 4(2) exemption under the 1940 Act may be determined to be liquid in accordance with guidelines established by the Board for purposes of complying with investment restrictions applicable to investments by the Funds in illiquid securities. To the extent such securities are determined to be illiquid, they will be aggregated with other illiquid investments for purposes of the limitation on illiquid investments.
The Funds may make short sales of equity securities. The Funds will establish a segregated account with respect to their short sales and maintain in the account cash not available for investment or U.S. Government securities or other liquid, high-quality securities having a value equal to the difference between (i) the market value of the securities sold short at the time they were sold short and (ii) any cash, U.S. Government securities or other liquid, high-quality securities required to be deposited as collateral with the broker in connection with the short sale (not including the proceeds from the short sale). The segregated account will be marked to market daily, so that (i) the amount in the segregated account plus the amount deposited with the broker as collateral equals the current market value of the securities sold short and (ii) in no event will the amount in the segregated account plus the amount deposited with the broker as collateral fall below the original value of the securities at the time they were sold short.
The Funds may lend securities to parties such as broker-dealers or other institutions. Securities lending allows a Fund to retain ownership of the securities loaned and, at the same time, earn additional income. The borrower provides the Fund with collateral in an amount at least equal to the value of the securities loaned. The Fund maintains the ability to obtain the right to vote or consent on proxy proposals involving material events affecting securities loaned. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a Fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. These delays and costs could be greater for foreign securities. If a Fund is not able to recover the securities loaned, a Fund may sell the collateral and purchase a replacement investment in the market. The value of the collateral could decrease below the value of the replacement investment by the time the replacement investment is purchased. Cash received as collateral through loan transactions will generally be invested in shares of a money market fund. Investing this cash subjects that investment, as well as the securities loaned, to market appreciation or depreciation.
The Funds
may enter into swap agreements. A swap is a derivative in the form of an
agreement to exchange the return generated by one instrument for the return
generated by another instrument. The payment streams are calculated by reference
to a specified index and agreed upon notional amount. The term specified
index includes currencies, fixed interest rates,
prices, total return on interest rate indices, fixed income
16
indices, stock indices and commodity indices (as well as amounts derived from arithmetic operations on these indices). For example, a Fund may agree to swap the return generated by a fixed income index for the return generated by a second fixed income index. The currency swaps in which a Fund may enter will generally involve an agreement to pay interest streams in one currency based on a specified index in exchange for receiving interest streams denominated in another currency. Such swaps may involve initial and final exchanges that correspond to the agreed upon notional amount. The swaps in which a Fund may engage also include rate caps, floors and collars under which one party pays a single or periodic fixed amount(s) (or premium), and the other party pays periodic amounts based on the movement of a specified index. Global Hard Assets Fund may also enter into other asset swaps. Asset swaps are similar to swaps in that the performance of one hard asset (e.g., gold) may be swapped for another (e.g., energy).
Swaps do not involve the delivery of securities, other underlying assets, or principal. Accordingly, the risk of loss with respect to swaps is limited to the net amount of payments that a Fund is contractually obligated to make. If the other party to a swap defaults, a Funds risk of loss consists of the net amount of payments that a Fund is contractually entitled to receive. Currency swaps usually involve the delivery of the entire principal value of one designated currency in exchange for the other designated currency. Therefore, the entire principal value of a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations. If there is a default by the counterparty, a Fund may have contractual remedies pursuant to the agreements related to the transaction. The use of swaps is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary fund securities transactions. If the Adviser is incorrect in its forecasts of market values, interest rates, and currency exchange rates, the investment performance of a Fund would be less favorable than it would have been if this investment technique were not used.
WHEN, AS AND IF ISSUED SECURITIES
Each Fund may purchase securities on a when, as and if issued basis, under which the issuance of the security depends upon the occurrence of a subsequent event, such as approval of a merger, corporate reorganization or debt restructuring. The commitment for the purchase of any such security will not be recognized by a Fund until the Adviser determines that issuance of the security is probable. At that time, the Fund will record the transaction and, in determining its net asset value, will reflect the value of the security daily. At that time, the Fund will also earmark or establish a segregated account on the Funds books in which it will maintain cash, cash equivalents or other liquid portfolio securities equal in value to recognized commitments for such securities. The value of a Funds commitments to purchase the securities of any one issuer, together with the value of all securities of such issuer owned by the Fund, may not exceed 5% (2% in the case of warrants which are not listed on an exchange) of the value of the Funds total assets at the time the initial commitment to purchase such securities is made. An increase in the percentage of the Fund assets committed to the purchase of securities on a when, as and if issued basis may increase the volatility of its net asset value. A Fund may also sell securities on a when, as and if issued basis provided that the issuance of the security will result automatically from the exchange or conversion of a security owned by the Fund at the time of sale.
FUNDAMENTAL INVESTMENT RESTRICTIONS
The following investment restrictions are in addition to those described in the Prospectus. These investment restrictions are fundamental and may be changed with respect to the Fund only with the approval of the holders of a majority of the Funds outstanding voting securities as defined in the 1940 Act. As to any of the following investment restrictions, if a percentage restriction is adhered to at the time of investment, a later increase or decrease in percentage resulting from a change in value of portfolio securities or amount of net assets will not be considered a violation of the investment restriction. In the case of borrowing, however, the Fund will promptly take action to reduce the amount of its borrowings outstanding if, because of changes in the net asset value of the Fund due to market action, the amount of such borrowings exceeds one-third of the value of the Funds net assets. The fundamental investment restrictions are as follows:
Each Fund may not:
|
|
1. |
Borrow money, except as permitted under the 1940 Act, as amended and as interpreted or modified by regulation from time to time. |
|
|
2. |
Engage in the business of underwriting securities issued by others, except to the extent that the Fund may be considered an underwriter within the meaning of the Securities Act of 1933 in the disposition of restricted securities or in connection with its investments in other investment companies. |
17
|
|
3. |
Make loans, except that the Fund may (i) lend portfolio securities, (ii) enter into repurchase agreements, (iii) purchase all or a portion of an issue of debt securities, bank loan participation interests, bank certificates of deposit, bankers acceptances, debentures or other securities, whether or not the purchase is made upon the original issuance of the securities, and (iv) participate in an interfund lending program with other registered investment companies. |
|
|
4. |
Issue senior securities, except as permitted under the 1940 Act, as amended and as interpreted or modified by regulation from time to time. |
|
|
5. |
Purchase or sell real estate, except that the Fund may (i) invest in securities of issuers that invest in real estate or interests therein, (ii) invest in mortgage-related securities and other securities that are secured by real estate or interests therein, and (iii) hold and sell real estate acquired by the Fund as a result of the ownership of securities. |
|
|
6. |
Purchase or sell commodities, unless acquired as a result of owning securities or other instruments, but it may purchase, sell or enter into financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments and may invest in securities or other instruments backed by commodities, except that International Investors Gold Fund may invest in gold and silver coins which are legal tender in the country of issue and gold and silver bullion, and palladium and platinum group metals bullion. |
|
|
7. |
Purchase any security if, as a result of that purchase, 25% or more of its total assets would be invested in securities of issuers having their principal business activities in the same industry, except that Global Hard Assets Fund will invest 25% or more of its total assets in hard asset industries as defined in the Prospectus, and International Investors Gold Fund may invest 25% or more of its total assets in the gold-mining industry. This limit does not apply to securities issued or guaranteed by the U.S. government, its agencies or instrumentalities. |
For the purposes of Restriction 7, companies in different geographical locations will not be deemed to be in the same industry if the investment risks associated with the securities of such companies are substantially different. For example, although generally considered to be interest rate-sensitive, investing in banking institutions in different countries is generally dependent upon substantially different risk factors, such as the condition and prospects of the economy in a particular country and in particular industries, and political conditions.
The Funds have adopted policies and procedures governing the disclosure of information regarding the Funds portfolio holdings. They are reasonably designed to prevent selective disclosure of the Funds portfolio holdings to third parties, other than disclosures that are consistent with the best interests of the Funds shareholders. The Board is responsible for overseeing the implementation of these policies and procedures, and will review them annually to ensure their adequacy.
These policies and procedures apply to employees of the Adviser, administrator, principal underwriter, and all other service providers to the Funds that, in the ordinary course of their activities, come into possession of information about the Funds portfolio holdings. These policies and procedures are made available to each service provider.
The following outlines the policies and procedures adopted by the Funds regarding the disclosure of portfolio-related information:
Generally, it is the policy of the Funds that no current or potential investor (or their representative), including any Fund shareholder (collectively, Investors), shall be provided information about a Funds portfolio on a preferential basis in advance of the provision of that same information to other investors.
Disclosure to Investors. Limited portfolio holdings information for the Funds is available to all investors on the Van Eck website at www.vaneck.com. Information regarding the Funds top holdings and country and sector weightings, updated as of each month-end, is located on this website. Generally, this limited list is posted to the website within 30 days of the end of the applicable month. The Funds may also publish a detailed list of the securities held by each Fund, generally updated as of the most recent calendar quarter. These lists generally remain available on the website until new information is posted. Each Fund reserves the right to exclude any portion of these portfolio holdings from publication when deemed in the best interest of the Fund, and to discontinue the posting of portfolio holdings information at any time, without prior notice.
18
Best Interest of the Funds: Information regarding the Funds specific security holdings, sector weightings, geographic distribution, issuer allocations and related information (Portfolio-Related Information), shall be disclosed to the public only (i) as required by applicable laws, rules or regulations, (ii) pursuant to the Funds Portfolio-Related Information disclosure policies and procedures, or (iii) otherwise when the disclosure of such information is determined by the Trusts officers to be in the best interest of Fund shareholders.
Conflicts of Interest: Should a conflict of interest arise between a Fund and any of the Funds service providers regarding the possible disclosure of Portfolio-Related Information, the Trusts officers shall resolve any conflict of interest in favor of the Funds interest. In the event that Fund officers are unable to resolve such a conflict of interest, the matter shall be referred to the Audit Committee for resolution.
Equality of Dissemination: Shareholders of the same Fund shall be treated alike in terms of access to the Funds portfolio holdings. With the exception of certain selective disclosures, noted in the paragraph below, Portfolio-Related Information with respect to a Fund shall not be disclosed to any Investor prior to the time the same information is disclosed publicly (e.g., posted on the Funds website). Accordingly, all Investors will have equal access to such information.
Selective Disclosure of Portfolio-Related Information in Certain Circumstances: In some instances, it may be appropriate for a Fund to selectively disclose a Funds Portfolio-Related Information (e.g., for due diligence purposes, disclosure to a newly hired adviser or sub-adviser, or disclosure to a rating agency) prior to public dissemination of such information.
Conditional Use of Selectively-Disclosed Portfolio-Related Information: To the extent practicable, each of the Trusts officers shall condition the receipt of Portfolio-Related Information upon the receiving partys written agreement to both keep such information confidential and not to trade Fund shares based on this information.
Compensation: No person, including officers of the Funds or employees of other service providers or their affiliates, shall receive any compensation in connection with the disclosure of Portfolio-Related Information. Notwithstanding the foregoing, the Funds reserve the right to charge a nominal processing fee, payable to the Funds, to non-shareholders requesting Portfolio-Related Information. This fee is designed to offset the Funds costs in disseminating such information.
Source of Portfolio-Related Information: All Portfolio-Related Information shall be based on information provided by the Funds administrator(s)/accounting agent.
The Funds may provide non-public portfolio holdings information to third parties in the normal course of their performance of services to the Funds, including to the Funds auditors; custodian; financial printers; counsel to the Funds or counsel to the Funds independent trustees; regulatory authorities; and securities exchanges and other listing organizations. In addition, the Funds may provide non-public portfolio holdings information to data providers, fund ranking/rating services, and fair valuation services. The entities to which the Funds voluntarily disclose portfolio holdings information are required, either by explicit agreement or by virtue of their respective duties to the Funds, to maintain the confidentiality of the information disclosed. Generally, information that is provided to these parties, in the ordinary course of business, is provided on a quarterly basis, with at least a 30 day-lag period.
There can be no assurance that the Funds policies and procedures regarding selective disclosure of the Funds portfolio holdings will protect the Funds from potential misuse of that information by individuals or entities to which it is disclosed.
The Board shall be responsible for overseeing the implementation of these Policies and Procedures. These Policies and Procedures shall be reviewed by the Board on an annual basis for their continuing appropriateness.
Additionally, the Funds shall maintain and preserve permanently in an easily accessible place a written copy of these policies and procedures. The Fund shall also maintain and preserve, for a period not less than six years (the first two years in an easily accessible place), all Portfolio-Related Information disclosed to the public.
Currently, there are no agreements in effect where non-public information is disclosed or provided to a third party. Should the Funds or Adviser establish such an agreement with another party, the agreement shall bind the party to confidentiality requirements and the duty not to trade on non-public information.
19
The following information supplements and should be read in conjunction with the section in the Prospectus entitled Shareholder Information Management of the Funds.
Van Eck Associates Corporation, the Adviser, acts as investment manager to the Trust and, subject to the supervision of the Board, is responsible for the day-to-day investment management of the Funds. The Adviser is a private company with headquarters in New York and manages other mutual funds, exchange-traded funds, private investment funds and separate accounts.
The Adviser serves as investment adviser to the Funds pursuant to an Advisory Agreement between the Trust and the Adviser. The advisory fee is computed daily and paid monthly at the following annual rates: Emerging Markets Fund pays the Adviser a fee of 0.75% of average daily net assets; Global Hard Assets Fund pays the Adviser a fee of 1.00% of average daily net assets which includes the fee paid to the Adviser for accounting and administrative services; and International Investors Gold Fund pays a fee equal to 0.75% on the first $500 million of average daily net assets, 0.65% on the next $250 million of average daily net assets and 0.50% of average daily net assets in excess of $750 million. Under the Advisory Agreement, the Adviser, subject to the supervision of the Board and in conformity with the stated investment policies of each Fund, manages the investment of the Funds assets. The Adviser is responsible for placing purchase and sale orders and providing continuous supervision of the investment portfolio of the Funds.
In addition to investment advisory services, the Adviser also performs accounting and administrative services for Emerging Markets Fund and International Investors Gold Fund pursuant to a written agreement. For these accounting and administrative services a fee is calculated daily and paid monthly at the following annual rates: Emerging Markets Fund pays the Adviser a fee of 0.25% of average daily net assets and International Investors Gold Fund pays a fee equal to 0.25% on the first $750 million of average daily net assets, and 0.20% of average daily net assets in excess of $750 million.
Pursuant to the Advisory Agreement, the Trust has agreed to indemnify the Adviser for certain liabilities, including certain liabilities arising under the federal securities laws, unless such loss or liability results from willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties.
The management fees earned and the expenses waived or assumed by the Adviser for the past three years are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MANAGEMENT
|
|
EXPENSES
ASSUMED
|
|
||||
Emerging Markets Fund |
|
|
2009 |
|
$ |
540,872 |
|
|
$ |
98,070 |
|
|
|
|
|
2008 |
|
$ |
889,818 |
|
|
$ |
12,501 |
|
|
|
|
|
2007 |
|
$ |
894,717 |
|
|
$ |
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global Hard Assets Fund |
|
|
2009 |
|
$ |
11,816,654 |
|
|
$ |
553,702 |
|
|
|
|
|
2008 |
|
$ |
9,827,275 |
|
|
$ |
46,064 |
* |
|
|
|
|
2007 |
|
$ |
7,581,983 |
|
|
$ |
31,904 |
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Investors Gold Fund |
|
|
2009 |
|
$ |
5,004,738 |
|
|
$ |
61,839 |
|
|
|
|
|
2008 |
|
$ |
4,584,190 |
|
|
$ |
25,360 |
* |
|
|
|
|
2007 |
|
$ |
4,192,295 |
|
|
$ |
13,208 |
* |
|
|
|
|
|
* Attributable to Class I shares.
The Advisory Agreement provides that it shall continue in effect from year to year as long as it is approved at least annually by (1) the Board or (2) a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of each Fund, provided that in either event such continuance also is approved by a majority of the Board who are not interested persons (as defined in the 1940 Act) of the Trust by a vote cast in person at a meeting called for the purpose of voting on such approval. The Advisory Agreement is terminable without penalty, on 60 days notice, by the Board or by a vote of the holders of a majority (as defined in the 1940 Act) of a Funds outstanding voting securities. The Advisory Agreement is also terminable upon 60 days notice by the Adviser and will terminate automatically in the event of its assignment (as defined in the 1940 Act).
20
Shares of the Funds are offered on a continuous basis and are distributed through Van Eck Securities Corporation, the Distributor, 335 Madison Avenue, New York, New York 10017, a wholly owned subsidiary of the Adviser. The Trustees of the Trust have approved a Distribution Agreement appointing the Distributor as distributor of shares of the Funds.
The Trust has authorized one or more intermediaries (who are authorized to designate other intermediaries) to accept purchase and redemption orders on the Trusts behalf. The Trust will be deemed to have received a purchase or redemption order when the authorized broker or its designee accepts the order. Orders will be priced at the net asset value next computed after they are accepted by the authorized broker or its designee.
The Distribution Agreement provides that the Distributor will pay all fees and expenses in connection with printing and distributing prospectuses and reports for use in offering and selling shares of the Funds and preparing, printing and distributing advertising or promotional materials. The Funds will pay all fees and expenses in connection with registering and qualifying their shares under federal and state securities laws. The Distribution Agreement is reviewed and approved annually by the Board.
The Distributor retained distributing commissions on sales of shares of the Funds for the past three years, after reallowance to dealers are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VAN
ECK SECURITIES
|
|
REALLOWANCE
|
|
||||
Emerging Markets Fund |
|
|
2009 |
|
$ |
37,645 |
|
|
$ |
238,708 |
|
|
|
|
|
2008 |
|
$ |
35,068 |
|
|
$ |
213,244 |
|
|
|
|
|
2007 |
|
$ |
148,514 |
|
|
$ |
821,538 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global Hard Assets Fund |
|
|
2009 |
|
$ |
591,979 |
|
|
$ |
3,796,671 |
|
|
|
|
|
2008 |
|
$ |
465,630 |
|
|
$ |
2,991,968 |
|
|
|
|
|
2007 |
|
$ |
385,898 |
|
|
$ |
2,460,661 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Investors Gold Fund |
|
|
2009 |
|
$ |
381,684 |
|
|
$ |
2,443,196 |
|
|
|
|
|
2008 |
|
$ |
222,104 |
|
|
$ |
1,330,471 |
|
|
|
|
|
2007 |
|
$ |
238,867 |
|
|
$ |
1,472,459 |
|
|
PLAN OF DISTRIBUTION (12B-1 PLAN)
Emerging Markets Fund (Class A and C), Global Hard Assets Fund (Class A and C) and International Investors Gold Fund (Class A and C) have adopted a Plan pursuant to Rule 12b-1 (the Plan) which provides for the compensation of brokers and dealers who sell shares of the Funds and/or provide servicing. Emerging Markets Fund (Class A and C), Global Hard Assets Fund (Class A and C) and International Investors Gold Fund (Class A and C) Plans are compensation-type plans with a carry-forward provision, which provides that the Distributor recoup distribution expenses in the event the Plan is terminated. For the periods prior to April 30, 2006, the Distributor has agreed with respect to Plans with a carry-forward provision, notwithstanding anything to the contrary in the Plan, to waive its right to reimbursement of carry-forward amounts in the event the Plan is terminated, unless the Board has determined that reimbursement of such carry-forward amounts is appropriate. Pursuant to the Plans, the Distributor provides the Funds at least quarterly with a written report of the amounts expended under the Plans and the purpose for which such expenditures were made. The Trustees review such reports on a quarterly basis.
A Plan shall continue in effect as to each Fund, provided such continuance is approved annually by a vote of the Trustees in accordance with the 1940 Act. A Plan may not be amended to increase materially the amount to be spent for the services described therein without approval of the shareholders of the Funds, and all material amendments to the Plan must also be approved by the Trustees in the manner described above. A Plan may be terminated at any time, without payment of any penalty, by vote of a majority of the Trustees who are not interested persons of the Fund and who have no direct or indirect financial interest in the operation of the Plan, or by a vote of a majority of the outstanding voting securities of the Fund (as defined in the Act) on written notice to any other party to the Plan. A Plan will automatically terminate in the event of its assignment (as defined in the 1940 Act). So long as the Plan is in effect, the election and nomination of Trustees who are not interested persons of the Trust shall be committed to the discretion of the Trustees
21
who are not interested persons. The Trustees have determined that, in their judgment, there is a reasonable likelihood that the Plan will benefit the Funds and their shareholders. The Funds will preserve copies of the Plan and any agreement or report made pursuant to Rule 12b-1 under the Act, for a period of not less than six years from the date of the Plan or such agreement or report, the first two years in an easily accessible place. For additional information regarding the Plans, see the Prospectus.
For the fiscal year ended December 31, 2009, it is estimated that the Distributor spent the amounts accrued under the Plan in the following ways:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EMERGING MARKETS FUND |
|
GLOBAL HARD ASSETS
|
|
INTERNATIONAL
|
|
||||||||||||
|
|
CLASS A |
|
CLASS C |
|
CLASS A |
|
CLASS C |
|
CLASS A |
|
CLASS C |
|
||||||
Total 12b-1 Fees |
|
$ |
141,603 |
|
$ |
132,651 |
|
$ |
1,856,809 |
|
$ |
2,209,908 |
|
$ |
1,525,502 |
|
$ |
949,629 |
|
Compensation to Dealers |
|
|
(129,521 |
) |
|
(132,264 |
) |
|
(1,835,196 |
) |
|
(2,206,120 |
) |
|
(1,398,374 |
) |
|
(949,122 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net 12b-1 Fees |
|
|
12,082 |
|
|
387 |
|
|
21,613 |
|
|
3,788 |
|
|
127,128 |
|
|
507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Printing and Mailing |
|
|
(18,119 |
) |
|
(18,113 |
) |
|
(32,485 |
) |
|
(33,140 |
) |
|
(21,955 |
) |
|
(21,952 |
) |
Telephone and Internal Sales |
|
|
(55,339 |
) |
|
(12,790 |
) |
|
(697,816 |
) |
|
(218,208 |
) |
|
(566,177 |
) |
|
(80,469 |
) |
Marketing Department |
|
|
(19,612 |
) |
|
(4,332 |
) |
|
(257,244 |
) |
|
(78,930 |
) |
|
(211,041 |
) |
|
(30,020 |
) |
External Wholesalers |
|
|
(92,518 |
) |
|
(19,847 |
) |
|
(1,405,789 |
) |
|
(413,131 |
) |
|
(896,902 |
) |
|
(145,238 |
) |
Total Expenditures |
|
|
(185,588 |
) |
|
(55,082 |
) |
|
(2,393,334 |
) |
|
(743,409 |
) |
|
(1,696,075 |
) |
|
(277,679 |
) |
Expenditures in Excess of Net 12b-1 Fees |
|
|
(173,506 |
) |
|
(54,695 |
) |
|
(2,371,721 |
) |
|
(739,621 |
) |
|
(1,568,947 |
) |
|
(277,172 |
) |
A DMINISTRATIVE AND PROCESSING SUPPORT PAYMENTS
The Funds may make payments (either directly or as reimbursement to the Distributor or an affiliate of the Distributor for payments made by the Distributor) to financial intermediaries (such as brokers or third party administrators) for providing the types of services that would typically be provided by the Funds transfer agent, including sub-accounting, sub-transfer agency or similar recordkeeping services, shareholder reporting, shareholder transaction processing, and/or the provision of call center support. These payments will be in lieu of, and may differ from, amounts paid to the Funds transfer agent for providing similar services to other accounts. These payments may be in addition to any amounts the intermediary may receive as compensation for distribution or shareholder servicing pursuant to a Funds Rule 12b-1 plan or as part of any revenue sharing or similar arrangement with the Distributor or its affiliates, as described elsewhere in the Prospectus.
P ORTFOLIO MANAGER COMPENSATION
The Advisers portfolio managers are paid a fixed base salary and a bonus. The bonus is based upon the quality of investment analysis and management of the funds for which they serve as portfolio manager. Portfolio managers who oversee accounts with significantly different fee structures are generally compensated by discretionary bonus rather than a set formula to help reduce potential conflicts of interest. At times, the Adviser and affiliates manage accounts with incentive fees.
P ORTFOLIO MANAGER SHARE OWNERSHIP
The portfolio holdings of each portfolio manager, as of December 31, 2009, is shown below.
|
|
|
|
|
|
|
|
Fund |
None |
$1
to
|
$10,001
to
|
$50,000
to
|
$100,001
to
|
$500,001
to
|
Over $1,000,000 |
Charles Cameron |
|
|
|
|
|
|
|
Emerging
Markets
|
X |
|
|
|
|
|
|
22
|
|
|
|
|
|
|
|
Fund |
None |
$1
to
|
$10,001
to
|
$50,000
to
|
$100,001
to
|
$500,001
to
|
Over $1,000,000 |
Global
Hard
|
|
|
|
|
X |
|
|
International
|
X |
|
|
|
|
|
|
Joseph Foster |
|
|
|
|
|
|
|
Emerging
Markets
|
X |
|
|
|
|
|
|
Global
Hard
|
X |
|
|
|
|
|
|
International
|
|
|
|
|
X |
|
|
Samuel Halpert |
|
|
|
|
|
|
|
Emerging
Markets
|
|
|
X |
|
|
|
|
Global
Hard
|
|
|
X |
|
|
|
|
International
|
|
|
X |
|
|
|
|
Geoffrey R. King |
|
|
|
|
|
|
|
Emerging
Markets
|
|
|
X |
|
|
|
|
Global
Hard
|
|
|
|
X |
|
|
|
International
|
X |
|
|
|
|
|
|
Gregory Krenzer |
|
|
|
|
|
|
|
Emerging
Markets
|
|
|
|
X |
|
|
|
Global
Hard
|
|
|
|
X |
|
|
|
International
|
X |
|
|
|
|
|
|
Charl Malan |
|
|
|
|
|
|
|
Emerging
Markets
|
X |
|
|
|
|
|
|
Global
Hard
|
|
|
|
|
X |
|
|
International
|
|
|
|
X |
|
|
|
Edward Mitby |
|
|
|
|
|
|
|
Emerging
Markets
|
X |
|
|
|
|
|
|
Global Hard
|
X |
|
|
|
|
|
|
International
|
X |
|
|
|
|
|
|
23
|
|
|
|
|
|
|
|
Fund |
None |
$1
to
|
$10,001
to
|
$50,000
to
|
$100,001
to
|
$500,001
to
|
Over $1,000,000 |
Shawn Reynolds |
|
|
|
|
|
|
|
Emerging
Markets
|
X |
|
|
|
|
|
|
Global
Hard
|
|
|
X |
|
|
|
|
International
|
X |
|
|
|
|
|
|
David Semple |
|
|
|
|
|
|
|
Emerging
Markets
|
|
|
|
|
|
X |
|
Global
Hard
|
|
|
|
X |
|
|
|
International
|
|
|
X |
|
|
|
|
Derek van Eck |
|
|
|
|
|
|
|
Emerging
Markets
|
|
|
|
|
X |
|
|
Global
Hard
|
|
|
|
|
|
X |
|
International
|
|
|
|
|
X |
|
|
O THER ACCOUNTS MANAGED BY PORTFOLIO MANAGERS
Below is a table of the number of other accounts managed within each of the following categories and the total assets in the accounts managed within each category, as of December 31, 2009.
|
|
|
|
|
|
Name of Portfolio
|
Category of Account |
Other
Accounts Managed
|
Accounts
with respect to which the advisory fee is
|
||
Number
of
|
Total
Assets in
|
Number of Accounts |
Total Assets in Accounts |
||
Charles
|
Registered
|
2 |
$1.030 billion |
0 |
$0 |
Other
pooled
|
0 |
$0 |
0 |
$0 |
|
Other accounts |
0 |
$0 |
0 |
$0 |
|
Joseph Foster |
Registered
|
1 |
$983.9 million |
0 |
$0 |
Other
pooled
|
2 |
$273.1 million |
0 |
$0 |
|
Other accounts |
2 |
$636.8 million |
0 |
$0 |
|
Samuel Halpert |
Registered
|
1 |
$987.9 million |
0 |
$0 |
Other
pooled
|
0 |
$0 |
0 |
$0 |
|
Other accounts |
0 |
$0 |
0 |
$0 |
|
Geoffrey King |
Registered
|
1 |
$987.9 million |
0 |
$0 |
24
|
|
|
|
|
|
|
|
Other Accounts Managed
|
Accounts with respect to which the advisory fee is
|
||
|
Other pooled
|
0 |
$0 |
0 |
$0 |
|
Other accounts |
0 |
$0 |
0 |
$0 |
Gregory Krenzer |
Registered
|
2 |
$1.030 billion |
0 |
$0 |
Other pooled
|
0 |
$0 |
0 |
$0 |
|
Other accounts |
0 |
$0 |
0 |
$0 |
|
Charl Malan |
Registered
|
1 |
$987.9 million |
0 |
$0 |
Other pooled
|
0 |
$0 |
0 |
$0 |
|
Other accounts |
0 |
$0 |
0 |
$0 |
|
Edward Mitby |
Registered
|
1 |
$987.9 million |
0 |
$0 |
Other pooled
|
0 |
$0 |
0 |
$0 |
|
Other accounts |
0 |
$0 |
0 |
$0 |
|
Shawn
|
Registered
|
1 |
$987.9 million |
0 |
$0 |
Other pooled
|
2 |
$18.5 million |
2 |
$18.5 million |
|
Other accounts |
0 |
$0 |
0 |
$0 |
|
David Semple |
Registered
|
1 |
$227.6 million |
0 |
$0 |
Other pooled
|
0 |
$0 |
0 |
$0 |
|
Other accounts |
0 |
$0 |
0 |
$0 |
|
Derek van Eck |
Registered
|
2 |
$1.435 billion |
0 |
$0 |
Other pooled
|
10 |
$656.4 million |
10 |
$656.4 million |
|
Other accounts |
7 |
$470.1 million |
1 |
$223.8 million |
P ORTFOLIO TRANSACTIONS AND BROKERAGE
When selecting brokers and dealers to handle the purchase and sale of portfolio securities, the Adviser looks for prompt execution of the order at a favorable price. Generally, the Adviser works with recognized dealers in these securities, except when a better price and execution of the order can be obtained elsewhere. The Funds will not deal with affiliates in principal transactions unless permitted by exemptive order or applicable rule or regulation. The Adviser owes a duty to its clients to provide best execution on trades effected.
The Adviser assumes general supervision over placing orders on behalf of the Trust for the purchase or sale of portfolio securities. If purchases or sales of portfolio securities of the Trust and one or more other investment companies or clients supervised by the Adviser are considered at or about the same time, transactions in such securities are allocated among the several investment companies and clients in a manner deemed equitable to all by the Adviser. In some cases, this procedure could have a detrimental effect on the price or volume of the security so far as the Trust is concerned. However, in other cases, it is possible that the ability to participate in volume transactions and to negotiate lower brokerage commissions will be beneficial to the Trust. The primary consideration is best execution.
25
The portfolio managers may deem it appropriate for one fund or account they manage to sell a security while another fund or account they manage is purchasing the same security. Under such circumstances, the portfolio managers may arrange to have the purchase and sale transactions effected directly between the funds and/or accounts (cross transactions). Cross transactions will be effected in accordance with procedures adopted pursuant to Rule 17a-7 under the 1940 Act.
Portfolio turnover may vary from year to year, as well as within a year. High turnover rates are likely to result in comparatively greater brokerage expenses. The overall reasonableness of brokerage commissions is evaluated by the Adviser based upon its knowledge of available information as to the general level of commissions paid by other institutional investors for comparable services.
The Adviser may cause the Funds to pay a broker-dealer who furnishes brokerage and/or research services, a commission that is in excess of the commission another broker-dealer would have received for executing the transaction, if it is determined that such commission is reasonable in relation to the value of the brokerage and/or research services as defined in Section 28(e) of the Securities Exchange Act of 1934, as amended, which have been provided. Such research services may include, among other things, analyses and reports concerning issuers, industries, securities, economic factors and trends and portfolio strategy. Any such research and other information provided by brokers to the Adviser is considered to be in addition to and not in lieu of services required to be performed by the Adviser under its Advisory Agreement with the Trust. The research services provided by broker-dealers can be useful to the Adviser in serving its other clients or clients of the Advisers affiliates. The Trustees periodically review the Advisers performance of its responsibilities in connection with the placement of portfolio transactions on behalf of the Funds. The Trustees also review the commissions paid by the Funds over representative periods of time to determine if they are reasonable in relation to the benefits to the Funds.
The aggregate amount of transactions during the fiscal year ended December 31, 2009 in securities effected on an agency basis through a broker for, among other things, research services, and the commissions and concessions related to such transactions were as follows:
The table below shows the commissions paid on purchases and sales of portfolio securities by each Fund for the year ended December 31, none of such amounts are paid to brokers or dealers which furnished daily quotations to the Funds for the purpose of calculating daily per share net asset value and to brokers and dealers which sold shares of the Funds.
|
|
|
|
|
|
|
2009
|
|
|
Emerging Markets Fund |
|
$ |
306,110 |
|
Global Hard Assets Fund |
|
$ |
3,293,397 |
|
International Investors Gold Fund |
|
$ |
783,537 |
|
|
|
|
|
|
|
|
2008
|
|
|
Emerging Markets Fund |
|
$ |
387,327 |
|
Global Hard Assets Fund |
|
$ |
1,671,651 |
|
International Investors Gold Fund |
|
$ |
594,006 |
|
|
|
|
|
|
|
|
2007
|
|
|
Emerging Markets Fund |
|
$ |
688,789 |
|
Global Hard Assets Fund |
|
$ |
1,452,936 |
|
International Investors Gold Fund |
|
$ |
557,192 |
|
26
The Adviser does not consider sales of shares of the Funds as a factor in the selection of broker-dealers to execute portfolio transactions for the Funds. The Adviser has implemented policies and procedures pursuant to Rule 12b-1(h) that are reasonably designed to prevent the consideration of the sales of fund shares when selecting broker-dealers to execute trades.
Due to the potentially high rate of turnover, the Funds may pay a greater amount in brokerage commissions than a similar size fund with a lower turnover rate. The portfolio turnover rates of all Funds may vary greatly from year to year.
TRUSTEES AND OFFICERS
LEADERSHIP STRUCTURE AND THE BOARD
The Board has general oversight responsibility with respect to the operation of the Trust and the Funds. The Board has engaged the Adviser to manage the Funds and is responsible for overseeing the Adviser and other service providers to the Trust and the Funds in accordance with the provisions of the 1940 Act and other applicable laws. The Board is currently composed of six (6) Trustees, each of whom is an Independent Trustee. In addition to five (5) regularly scheduled meetings per year, the Independent Trustees meet regularly in executive sessions among themselves and with their counsel to consider a variety of matters affecting the Trust. These sessions generally occur prior to, or during, scheduled Board meetings and at such other times as the Independent Trustees may deem necessary. Each Trustee attended at least 75% of the total number of meetings of the Board in the year ending December 31, 2009. As discussed in further detail below, the Board has established two (2) standing committees to assist the Board in performing its oversight responsibilities.
The Board has determined that the Boards leadership structure is appropriate in light of the characteristics and circumstances of the Trust and each of the Funds in the Fund Complex, including factors such as the number of series or portfolios that comprise the Trust and the Fund Complex, the variety of asset classes those series reflect, the net assets of the Funds, the committee structure of the Trust, and the management, distribution and other service arrangements of the Funds. In connection with its determination, the Board considered that the Board is comprised of only Independent Trustees, and thus the Chairman of the Board and the Chairman of each Board committee is an Independent Trustee. In addition, to further align the Independent Trustees interests with those of Fund shareholders, the Board has, among other things, adopted a policy requiring each Independent Trustee to maintain a minimum direct or indirect investment in the Funds.
The Chairman presides at all meetings of the Board and participates in the preparation of the agenda for such meetings. He also serves as a liaison with management, service providers, officers, attorneys, and the other Independent Trustees generally between meetings. The Chairman may also perform other such functions as may be delegated by the Board from time to time. The Independent Trustees believe that the Chairmans independence facilitates meaningful dialogue between the Adviser and the Independent Trustees. Except for any duties specified herein or pursuant to the Trusts charter document, the designation of Chairman does not impose on such Independent Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally.
The Independent Trustees regularly meet outside the presence of management and are advised by independent legal counsel. The Board has determined that its committees help ensure that the Trust has effective and independent governance and oversight. The Board also believes that its leadership structure facilitates the orderly and efficient flow of information to the Independent Trustees from management of the Trust, including the Adviser.
RISK OVERSIGHT
The Funds and the Trust are subject to a number of risks, including investment, compliance, operational, and valuation risks. Day-to-day risk management functions are within the responsibilities of the Adviser, the Distributor and the other service providers (depending on the nature of the risk) that carry out the Funds investment management, distribution and business affairs. Each of the Adviser, the Distributor and the other service providers have their own, independent interests and responsibilities in risk management, and their policies and methods of carrying out risk management functions will depend, in part, on their individual priorities, resources and controls.
Risk oversight forms part of the Boards general oversight of the Funds and the Trust and is addressed as part of various activities of the Board and its Committees. As part of its regular oversight of the Funds and Trust, the Board, directly or through a Committee, meets with representatives of various service providers and reviews reports from, among others, the Adviser, the Distributor, the Chief Compliance Officer of the Funds, and the independent registered public accounting firm for the Funds regarding risks faced by the Funds and relevant risk management functions. The Board, with the assistance of management, reviews investment policies and risks in connection with its review of the Funds performance. The Board has appointed a Chief Compliance Officer for the Funds who oversees the implementation and testing of the Funds compliance program and reports to the Board regarding compliance matters for the Funds and their principal service providers. Material changes to the compliance program are reviewed by and approved by the Board. In addition, as part of the Boards periodic review of the Funds advisory, distribution and other service provider agreements, the Board may consider risk management aspects of their operations and the functions for which they are responsible, including the manner in which such service providers implement and administer their codes of ethics and related policies and procedures. For certain of its service providers, such as the Adviser and Distributor, the Board also reviews business continuity and disaster recovery plans. With respect to valuation, the Board approves and periodically reviews valuation policies and procedures applicable to valuing the Funds shares. The Adviser is responsible for the implementation and day-to-day administration of these valuation policies and procedures and provides reports periodically to the Board regarding these and related matters. In addition, the Board or the Audit Committee of the Board receives reports at least annually from the independent registered public accounting firm for the Funds regarding tests performed by such firm on the valuation of all securities. Reports received from the Adviser and the independent registered public accounting firm assist the Board in performing its oversight function of valuation activities and related risks.
The Board recognizes that not all risks that may affect the Trust can be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks to achieve the Trusts goals, and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. Moreover, reports received by the Trustees that may relate to risk management matters are typically summaries of the relevant information. As a result of the foregoing and other factors, the function of the Board with respect to risk management is one of oversight and not active involvement in, or coordination of, day-to-day-day risk management activities for the Trust. The Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.
27
TRUSTEE INFORMATION
The Trustees of the Trust, their address, position with the Trust, age and principal occupations during the past five years are set forth below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TRUSTEE
S
|
|
|
POSITION(S) HELD
|
|
|
PRINCIPAL
|
|
|
NUMBER OF
|
|
|
OTHER
|
|
|
INDEPENDENT TRUSTEES: |
|
|
|
|
|
|
|
|
|
||||
|
Jon Lukomnik
|
|
|
Trustee since March 2006; Currently, Chairman of the Governance Committee |
|
|
Managing Partner, Sinclair Capital LLC, 2008 to present; Program Director, IRRC Institute, 2008 to present. |
|
|
8 |
|
|
Director, The Governance Fund, LLC; formerly Director of Sears Canada, Inc. |
|
|
Jane DiRenzo Pigott
|
|
|
Trustee since July 2007 |
|
|
Managing Director, R3 Group, LLC, 2002 to present. |
|
|
8 |
|
|
Director and Chair of Audit Committee of 3E Company; formerly Director of MetLife Investment Funds, Inc. |
|
|
Wayne H.
|
|
|
Trustee since March 2006 |
|
|
Managing Partner, Rockledge Partners LLC, 2003 to present; Public Member of the Investment Committee, Maryland State Retirement System since 1991. |
|
|
8 |
|
|
Director, The Torray Funds, since 1993 (Chairman of the Board since December 2005). |
|
|
R. Alastair
|
|
|
Trustee since June 2004; Currently, Vice Chairman of the Board and Chairman of the Audit Committee |
|
|
President, Apex Capital Corporation (personal investment vehicle), Jan. 1988 to present; Vice Chairman, W. P. Stewart & Co., Ltd. (asset management firm), September 2007 to September 2008; Managing Director, The GlenRock Group, LLC (private equity investment firm), May 2004 to September 2007. |
|
|
43 |
|
|
Director, Kenyon Review; Director, The Medici Archive Project. |
|
|
Richard D. Stamberger
|
|
|
Trustee since 1995; Currently, Chairman of the Board |
|
|
President and CEO, SmartBrief, Inc. (business media company), 1999 to present. |
|
|
43 |
|
|
Director, SmartBrief, Inc. |
|
|
Robert L. Stelzl
|
|
|
Trustee since July 2007 |
|
|
Trustee, Joslyn Family Trusts, 2003 to present; President, Rivas Capital (real estate property management services company), 2004 to present. |
|
|
8 |
|
|
Director, Brookfield Properties, Inc.; Director and Chairman, Brookfield Homes, Inc. |
|
|
|
|
|
(1) |
The address for each Trustee and officer is 335 Madison Avenue, 19th Floor, New York, New York 10017. |
|
|
(2) |
Each Trustee serves until resignation, death, retirement or removal. The Board established a mandatory retirement policy applicable to all independent Trustees, which provides that Independent Trustees shall resign from the Board on December 31 of the year such Trustee reaches the age of 75. |
|
|
(3) |
The Fund Complex consists of Van Eck Funds, Van Eck VIP Trust and Market Vectors ETF Trust. |
|
|
(A) |
Member of the Audit Committee. |
|
|
(G) |
Member of the Governance Committee. |
Set forth below is additional information relating to the professional experience, attributes and skills of each Trustee relevant to such individuals qualifications to serve as a Trustee:
|
|
|
Jon Lukomnik has extensive business and financial experience, particularly in the investment management industry. He currently serves as Managing Partner of Sinclair Capital LLC, a consulting firm to the investment management industry and is Program Director for IRRC Institute, a not-for-profit organization that funds research on corporate responsibility and investing. |
|
|
|
Jane DiRenzo Pigott has extensive business and financial experience and serves as Managing Director of R3 Group, LLC, a firm specializing in providing leadership, change and diversity/inclusion consulting services. Ms. Pigott has prior experience as an independent trustee of other mutual funds and previously served as chair of the global Environmental Law practice group at Winston & Strawn LLP. |
|
|
|
Wayne Shaner has extensive business and financial experience, particularly in the investment management industry. He currently serves as the Managing Partner of Rockledge Partners LLC, a registered investment adviser and as a Public Member of the Investment Committee of the Maryland State Retirement System. Mr. Shaner also has experience as an independent trustee of another mutual fund. |
|
|
|
Alastair Short has extensive business and financial experience, particularly in the investment management industry. He has served as a president, board member or executive officer of various businesses, including asset management and private equity investment firms. Mr. Short also serves as an independent director of an offshore investment company. |
|
|
|
Richard Stamberger has extensive business and financial experience and serves as the president, chief executive officer and board member of SmartBrief Inc., a media company. Mr. Stamberger has experience as a member of the board of directors of numerous not-for-profit organizations and has more than 15 years of experience as a member of the Board of the Trust. |
|
|
|
Robert Stelzl has extensive business and financial experience, particularly in the investment management and real estate industries. He currently serves as a court-appointed trustee for a number of family trusts for which he provides investment management services. |
28
The forgoing information regarding the experience, qualifications, attributes and skills of Trustees is provided pursuant to requirements of the SEC, and does not constitute holding out of the Board or any Trustee as having any special expertise or experience, and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.
COMMITTEE STRUCTURE
The Board has established a standing Audit Committee and a standing Governance Committee to assist the Board in the oversight and direction of the business and affairs of the Trust. Each Committee is comprised of all of the members of the Board, all of whom are Independent Trustees.
Audit Committee. This Committee met three times during 2009. The duties of this Committee include meeting with representatives of the Trusts independent registered public accounting firm to review fees, services, procedures, conclusions and recommendations of independent registered public accounting firms and to discuss the Trusts system of internal controls. Thereafter, the Committee reports to the Board the Committees findings and recommendations concerning internal accounting matters as well as its recommendation for retention or dismissal of the auditing firm. Mr. Short has served as the Chairman of the Audit Committee since January 1, 2006. Except for any duties specified herein or pursuant to the Trusts charter document, the designation of Chairman of the Audit Committee does not impose on such Independent Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally.
Governance Committee. This Committee met once during 2009. The duties of this Committee include consideration of recommendations on nominations for Trustees, review of the composition of the Board, and recommendations of meetings, compensation and similar matters. In addition, on an annual basis, the Governance Committee conducts an evaluation of the performance of the Board and its Committees, including the effectiveness of the Boards Committee structure and the number of Funds on whose Board each Trustee serves. When considering potential nominees for election to the Board and to fill vacancies occurring on the Board, where shareholder approval is not required, and as part of the annual self-evaluation, the Governance Committee reviews the mix of skills and other relevant experiences of the Trustees. Currently, Mr. Jon Lukomnik serves as the Chairman of the Governance Committee.
The Independent Trustees shall, when identifying candidates for the position of Independent Trustee, consider candidates recommended by a shareholder of a Fund if such recommendation provides sufficient background information concerning the candidate and evidence that the candidate is willing to serve as an Independent Trustee if selected, and is received in a sufficiently timely manner. Shareholders should address recommendations in writing to the attention of the Governance Committee, c/o the Secretary of the Trust. The Secretary shall retain copies of any shareholder recommendations which meet the foregoing requirements for a period of not more than 12 months following receipt. The Secretary shall have no obligation to acknowledge receipt of any shareholder recommendations.
29
OFFICER INFORMATION
The executive officers of the Trust, their age and address, the positions they hold with the Trust, their term of office and length of time served and their principal business occupations during the past five years are shown below.
|
|
|
|
|
|
|
|
|
|
|
|
|
OFFICERS NAME,
|
|
|
POSITION(S) HELD
|
|
|
TERM OF
|
|
|
PRINCIPAL OCCUPATIONS
|
|
|
Russell G. Brennan, 45 |
|
|
Assistant Vice President and Assistant Treasurer |
|
|
Since 2008 |
|
|
Assistant Vice President of the Adviser, Van Eck Associates Corporation (Since 2008); Manager (Portfolio Administration) of the Adviser (September 2005-October 2008); Vice President, Robeco Investment Management (July1990-September 2005); Officer of other investment companies advised by the Adviser. |
|
|
Charles T. Cameron, 50 |
|
|
Vice President |
|
|
Since 1996 |
|
|
Director of Trading (Since 1995) and Portfolio Manager (Since 1997) for the Adviser; Officer of other investment companies advised by the Adviser. |
|
|
John Crimmins, 52 |
|
|
Treasurer |
|
|
Since 2009 |
|
|
Vice President of Portfolio Administration of the Adviser (Since 2009); Vice President of Van Eck Securities Corporation (VESC) and Van Eck Absolute Return Advisers (VEARA) (Since 2009); Chief Financial, Operating and Compliance Officer, Kern Capital Management LLC (September 1997-February 2009); Officer of other investment companies advised by the Adviser. |
|
|
Susan C. Lashley, 55 |
|
|
Vice President |
|
|
Since 1998 |
|
|
Vice President of the Adviser and VESC; Officer of other investment companies advised by the Adviser. |
|
|
Thomas K. Lynch, 53 |
|
|
Chief Compliance Officer |
|
|
Since 2007 |
|
|
Chief Compliance Officer of the Adviser and VEARA (Since December 2006) and VESC (Since August 2008); Vice President of the Adviser, VEARA and VESC, Treasurer (April 2005-December 2006); Second Vice President of Investment Reporting, TIAA-CREF (January 1996-April 2005). Officer of other investment companies advised by the Adviser. |
|
|
Laura I. Martínez, 30 |
|
|
Assistant Vice President and Assistant Secretary |
|
|
Since 2008 |
|
|
Assistant Vice President, Associate General Counsel and Assistant Secretary of the Adviser, VESC and VEARA (Since 2008); Associate, Davis Polk & Wardwell (October 2005-June 2008); Stanford Law School (September 2002-June 2005); Officer of other investment companies advised by the Adviser. |
|
|
Joseph J. McBrien, 61 |
|
|
Senior Vice President, Secretary and Chief Legal Officer |
|
|
Since 2005 |
|
|
Senior Vice President, General Counsel and Assistant Secretary of the Adviser, VESC and VEARA (Since December 2005); Managing Director, Chatsworth Securities LLC (March 2001-November 2005); Officer of other investment companies advised by the Adviser. |
|
|
Jonathan R. Simon, 35 |
|
|
Vice President and Assistant Secretary |
|
|
Since 2006 |
|
|
Vice President, Associate General Counsel and Assistant Secretary of the Adviser, VESC and VEARA (Since 2006); Associate, Schulte Roth & Zabel (July 2004-July 2006); Officer of other investment companies advised by the Adviser. |
|
|
Bruce J. Smith, 55 |
|
|
Senior Vice President and Chief Financial Officer |
|
|
Since 1985 |
|
|
Senior Vice President, Chief Financial Officer, Treasurer and Controller of the Adviser, VESC and VEARA (Since 1997); Officer of other investment companies advised by the Adviser. |
|
|
Derek S. van Eck, 45 |
|
|
Chief Executive Officer and President |
|
|
Since 2009 |
|
|
Director, Executive Vice President, Chief Investment Officer and Owner of the Adviser; Director and Executive Vice President, VESC and VEARA; Officer of other investment companies advised by the Adviser. |
|
|
Jan F. van Eck, 46 |
|
|
Executive Vice President |
|
|
Since 2005 |
|
|
Director, Executive Vice President and Owner of the Adviser; Director and Executive Vice President of VESC; Director and President of VEARA; Trustee, President and Chief Executive Officer of Market Vectors ETF Trust; Officer of other investment companies advised by the Adviser. |
|
|
|
|
|
|
(1) |
The address for each Executive Officer is 335 Madison Avenue, 19th Floor, New York, NY 10017. |
|
|
(2) |
Officers are elected yearly by the Trustees. |
30
For each Trustee, the dollar range of equity securities beneficially owned by the Trustee in the Trust and in all registered investment companies advised by the Adviser (Family of Investment Companies) that are overseen by the Trustee is shown below.
|
|
|
|
|
|
|
Name of Trustee |
|
Dollar Range of Equity
|
|
Dollar Range of Equity
|
|
Dollar Range of Equity
|
Jon Lukomnik |
|
$50,001 - $100,000 |
|
$50,001 - $100,000 |
|
$50,001 - $100,000 |
Jane DiRenzo Pigott |
|
Over $100,000 |
|
Over $100,000 |
|
Over $100,000 |
Wayne H. Shaner |
|
None |
|
None |
|
$1 - $10,000 |
R. Alastair Short |
|
$1 - $10,000 |
|
$10,001 - $50,000 |
|
$10,001 - $50,000 |
Richard D. Stamberger |
|
Over $100,000 |
|
Over $100,000 |
|
$50,001 - $100,000 |
Robert L. Stelzl |
|
$10,001 - $50,000 |
|
$10,001 - $50,000 |
|
$10,001 - $50,000 |
|
|
|
|
Name of Trustee |
|
|
Aggregate Dollar Range of Equity
|
Jon Lukomnik |
|
|
Over $100,000 |
Jane DiRenzo Pigott |
|
|
Over $100,000 |
Wayne H. Shaner |
|
|
$1 - $10,000 |
R. Alastair Short |
|
|
$10,001 - $50,000 |
Richard D. Stamberger |
|
|
Over $100,000 |
Robert L. Stelzl |
|
|
$50,001 - $100,000 |
|
|
* |
Includes shares which may be deemed to be beneficially owned through the Trustee Deferred Compensation Plan. |
As of March 31, 2010, all of the Trustees and Officers of the Trust as a group owned approximately 3.36% of Emerging Markets Fund (Class A), 3.44% of International Investors Gold Fund (Class I) and 6.05% of Emerging Markets Fund (Class I). As of March 31, 2010, all of the Trustees and Officers as a group owned less than 1% of shares outstanding of each of the other Funds and Classes.
As to each Independent Trustee and his/her immediate family members, no person owned beneficially or of record securities in an investment manager or principal underwriter of the Funds, or a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with the investment manager or principal underwriter of the Funds.
The Trustees are paid for services rendered to the Trust and the Van Eck VIP Trust (the Van Eck Trusts), each a registered investment company managed by the Adviser, which are allocated to each series of the Van Eck Trusts based on their average daily net assets. Each Independent Trustee is paid an annual retainer of $40,000, a per meeting fee of $5,000 for scheduled quarterly meetings of the Board and each special meeting of the Board and a per meeting fee of $2,500 for telephonic meetings. The Van Eck Trusts pay the Chairman of the Board an annual retainer of $15,000, the Chairman of the Audit Committee an annual retainer of $5,000 and the Chairman of the Governance Committee an annual retainer of $5,000. The Van Eck Trusts also reimburse each Trustee for travel and other out-of-pocket expenses incurred in attending such meetings. No pension or retirement benefits are accrued as part of Trustee compensation.
The table below shows the compensation paid to the Trustees for the fiscal year ended December 31, 2009. Annual Trustee fees may be reviewed periodically and changed by the Trusts Board.
31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Trustee |
|
Aggregate
|
|
Deferred
|
|
Pension or
|
|
Estimated
|
|
Total Compensation From
|
|
||||||||
|
Jon Lukomnik |
|
$ |
72,500 |
|
|
$ |
36,250 |
|
|
N/A |
|
|
N/A |
|
|
$ |
72,500 |
|
|
|
Jane DiRenzo Pigott |
|
$ |
67,500 |
|
|
$ |
67,500 |
|
|
N/A |
|
|
N/A |
|
|
$ |
67,500 |
|
|
|
Wayne Shaner |
|
$ |
67,500 |
|
|
$ |
0 |
|
|
N/A |
|
|
N/A |
|
|
$ |
67,500 |
|
|
|
R. Alastair Short |
|
$ |
72,500 |
|
|
$ |
0 |
|
|
N/A |
|
|
N/A |
|
|
$ |
162,500 |
|
|
|
Richard D. Stamberger |
|
$ |
82,500 |
|
|
$ |
61,875 |
|
|
N/A |
|
|
N/A |
|
|
$ |
170,000 |
|
|
|
Robert Stelzl |
|
$ |
67,500 |
|
|
$ |
33,750 |
|
|
N/A |
|
|
N/A |
|
|
$ |
67,500 |
|
|
|
|
(1) |
The Fund Complex consists of Van Eck Funds, Van Eck VIP Trust and Market Vectors ETF Trust. |
|
|
(2) |
Because the Funds of the Fund Complex have different fiscal year ends, the amounts shown are presented on a calendar year basis. |
As of March 31, 2010, the following persons owned of record of 5% or more of the shares of the Fund(s) indicated below:
|
|
|
|
|
|
|
FUND AND CLASS |
|
|
NAME AND ADDRESS OF OWNER |
|
|
PERCENTAGE
|
|
|
|
|
|
||
Emerging Markets Fund |
|
Merrill Lynch Pierce Fenner & Smith |
|
17.70% |
||
Class A |
|
for the Sole Benefit of Its Customers |
|
|
||
|
|
Attn: Fund Administration |
|
|
||
|
|
4800 Deer Lake Dr. East, 3rd Floor |
|
|
||
|
|
Jacksonville, FL 32246-6484 |
|
|
||
|
|
|
|
|
||
Emerging Markets Fund |
|
Charles Schwab & Co. Inc. |
|
5.40% |
||
Class A |
|
Special Custody Acct FBO |
|
|
||
|
|
Customers Instl |
|
|
||
|
|
211 Main Street |
|
|
||
|
|
San Francisco, CA 94105-1905 |
|
|
||
|
|
|
|
|
||
Emerging Markets Fund |
|
Merrill Lynch Pierce Fenner & Smith |
|
24.51% |
||
Class C |
|
for the Sole Benefit of Its Customers |
|
|
||
|
|
Attn: Fund Administration |
|
|
||
|
|
4800 Deer Lake Dr. East, 3rd Floor |
|
|
||
|
|
Jacksonville, FL 32246-6484 |
|
|
||
|
|
|
|
|
||
Emerging Markets Fund |
|
Van Eck Absolute Return |
|
100% |
||
Class I |
|
Advisers Corp |
|
|
||
|
|
335 Madison Avenue, 19th Floor |
|
|
||
|
|
New York, NY 10017-4611 |
|
|
||
|
|
|
|
|
||
Global Hard Assets Fund |
|
Charles Schwab & Co Inc |
|
14.96% |
||
Class A |
|
Special Custody Acct FBO |
|
|
||
|
|
Customers Instl |
|
|
||
|
|
Attn: Mutual Funds |
|
|
||
|
|
211 Main Street |
|
|
||
|
|
San Francisco, CA 94105-1905 |
|
|
32
|
|
|
|
|
|
|
FUND AND CLASS |
|
|
NAME AND ADDRESS OF OWNER |
|
|
PERCENTAGE
|
|
|
|
|
|
||
Global Hard Assets Fund |
|
Merrill Lynch Pierce Fenner & Smith |
|
11.57% |
||
Class A |
|
for the Sole Benefit of Its Customers |
|
|
||
|
|
Attn: Fund Administration |
|
|
||
|
|
4800 Deer Lake Dr. East, 3rd Floor |
|
|
||
|
|
Jacksonville, FL 32246-6484 |
|
|
||
|
|
|
|
|
||
Global Hard Assets Fund |
|
Merrill Lynch Pierce Fenner & Smith |
|
25.73% |
||
Class C |
|
for the Sole Benefit of Its Customers |
|
|
||
|
|
Attn: Fund Administration |
|
|
||
|
|
4800 Deer Lake Dr. East, 3rd Floor |
|
|
||
|
|
Jacksonville, FL 32246-6484 |
|
|
||
|
|
|
|
|
||
Global Hard Assets Fund |
|
Charles Schwab & Co Inc |
|
19.61% |
||
Class I |
|
Special Custody Acct FBO |
|
|
||
|
|
Customers Instl |
|
|
||
|
|
Attn: Mutual Funds |
|
|
||
|
|
211 Main Street |
|
|
||
|
|
San Francisco, CA 94105-1905 |
|
|
||
|
|
|
|
|
||
Global Hard Assets Fund |
|
Lauer & Co |
|
12.32% |
||
Class I |
|
C/o The Glenmede Trust Co. |
|
|
||
|
|
PO Box 58997 |
|
|
||
|
|
Philadelphia, PA 19102-8997 |
|
|
||
|
|
|
|
|
||
International Investors |
|
Merrill Lynch Pierce Fenner & Smith |
|
7.45% |
||
Gold Fund |
|
for the Sole Benefit of Its Customers |
|
|
||
Class A |
|
Attn: Fund Administration |
|
|
||
|
|
4800 Deer Lake Dr. East, 3rd Floor |
|
|
||
|
|
Jacksonville, FL 32246-6484 |
|
|
||
|
|
|
|
|
||
International Investors |
|
Merrill Lynch Pierce Fenner & Smith |
|
26.63% |
||
Gold Fund |
|
for the Sole Benefit of Its Customers |
|
|
||
Class C |
|
Attn: Fund Administration |
|
|
||
|
|
4800 Deer Lake Dr. East, 3rd Floor |
|
|
||
|
|
Jacksonville, FL 32246-6484 |
|
|
||
|
|
|
|
|
||
International Investors |
|
Wendel & Co. |
|
41.64% |
||
Gold Fund |
|
FBO Central Indiana Community FDN |
|
|
||
Class I |
|
Mutual Fund Reorg Dept. |
|
|
||
|
|
C/o Bank of New York |
|
|
||
|
|
PO Box 1066 |
|
|
||
|
|
Wall St. Station |
|
|
||
|
|
New York, NY 10268-1066 |
|
|
||
|
|
|
|
|
||
International Investors |
|
Trustees of Mount Holyoke College |
|
33.90% |
||
Gold Fund |
|
C/o Assoc. Treasurer |
|
|
||
Class I |
|
50 College St. |
|
|
||
|
|
South Hadley, MA 01075-1423 |
|
|
||
|
|
|
|
|
||
International Investors |
|
Soka Gakkai International USA |
|
12.07% |
||
Gold Fund |
|
606 Wilshire Blvd. |
|
|
||
Class I |
|
Santa Monica, CA 90401-1502 |
|
|
33
|
|
|
|
|
|
|
FUND AND CLASS |
|
|
NAME AND ADDRESS OF OWNER |
|
|
PERCENTAGE
|
|
|
|
|
|
||
International Investors |
|
St. Lawrence University |
|
12.05% |
||
Gold Fund |
|
Attn: Treasurer |
|
|
||
Class I |
|
23 Romoda Drive |
|
|
||
|
|
Vilas Hall Room 116 |
|
|
||
|
|
Canton, NY 13617-1501 |
|
|
P OTENTIAL CONFLICTS OF INTEREST
The Adviser (and its principals, affiliates or employees) may serve as investment adviser to other client accounts and conduct investment activities for their own accounts. Such Other Clients may have investment objectives or may implement investment strategies similar to those of the Funds. When the Adviser implements investment strategies for Other Clients that are similar or directly contrary to the positions taken by a Fund, the prices of the Funds securities may be negatively affected. For example, when purchase or sales orders for a Fund are aggregated with those of other Funds and/or Other Clients and allocated among them, the price that the Fund pays or receives may be more in the case of a purchase or less in a sale than if the Adviser served as adviser to only the Fund. When Other Clients are selling a security that a Fund owns, the price of that security may decline as a result of the sales. The compensation that the Adviser receives from other clients may be higher than the compensation paid by a Fund to the Adviser. The Adviser does not believe that its activities materially disadvantage a Fund. The Adviser has implemented procedures to monitor trading across the Funds and its Other Clients.
P ROXY VOTING POLICIES AND PROCEDURES
The Funds proxy voting record is available upon request and on the SECs website at http://www.sec.gov. Proxies for each Funds portfolio securities are voted in accordance with the Advisers proxy voting policies and procedures, which are set forth in Appendix A to this SAI.
The Trust
is required to disclose annually each Funds complete proxy voting record on
Form N-PX covering the period July 1 through June 30 and file it with the SEC
no later than August 31. Form N-PX for the Funds is available through the
Funds website, at vaneck.com, or by writing to 335 Madison Avenue, 19th Floor,
New York, New York 10017. The Funds Form N-PX is also available on the SECs
website at
www.sec.gov
.
The Funds, the Adviser and the Distributor have each adopted a Code of Ethics pursuant to Rule 17j-1 under the 1940 Act, designed to monitor personal securities transactions by their personnel (the Personnel). The Code of Ethics requires that all trading in securities that are being purchased or sold, or are being considered for purchase or sale, by the Funds must be approved in advance by the Head of Trading, the Director of Research and the Chief Compliance Officer of the Adviser. Approval will be granted if the security has not been purchased or sold or recommended for purchase or sale for a Fund on the day that the personnel of the Adviser requests pre-clearance, or otherwise if it is determined that the personal trading activity will not have a negative or appreciable impact on the price or market of the security, or is of such a nature that it does not present the dangers or potential for abuses that are likely to result in harm or detriment to the Fund. At the end of each calendar quarter, all Personnel must file a report of all transactions entered into during the quarter. These reports are reviewed by a senior officer of the Adviser.
Generally, all Personnel must obtain approval prior to conducting any transaction in securities. Independent Trustees, however, are not required to obtain prior approval of personal securities transactions. A Personnel member may purchase securities in an IPO or private placement, provided that he or she obtains pre-clearance of the purchase and makes certain representations.
PURCHASE OF SHARES
If you purchase shares through a financial intermediary, different purchase minimums may apply. Van Eck reserves the right to waive the investment minimums under certain circumstances.
34
The Funds may reject a purchase order for any reason, including an exchange purchase, either before or after the purchase.
Van Eck reserves the right to allow a financial intermediary that has a Class I Agreement with Van Eck to purchase shares for its own omnibus account and for its clients accounts in Class I shares of a Fund on behalf of its eligible clients which are Employer-Sponsored Retirement Plans with plan assets of $3 million or more.
An investor or the Broker or Agent must notify DST or the Distributor at the time of purchase whenever a quantity discount or reduced sales charge is applicable to a purchase. Quantity discounts described above may be modified or terminated at any time without prior notice.
B REAKPOINT LINKAGE RULES FOR DISCOUNTS
The term spouse also includes civil union and common law marriage as defined by the state laws of residence. The term child also includes stepchild. Trust accounts may be linked by trustee if the primary owner or family member is related, by trustee, by grantor and by beneficiary.
The net asset value per share of each of the Funds is computed by dividing the value of all of a Funds securities plus cash and other assets, less liabilities, by the number of shares outstanding. The net asset value per share is computed as of the close of the NYSE, usually 4:00 p.m. New York time, Monday through Friday, exclusive of national business holidays. The Funds will be closed on the following national business holidays: New Years Day, Martin Luther King Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The net asset values need not be computed on a day in which no orders to purchase, sell or redeem shares of the Funds have been received.
Dividends paid by a Fund with respect to Class A, Class C, Class I and Class Y shares will be calculated in the same manner, at the same time and on the same day and will be in the same amount, except that the higher distribution services fee and any incremental transfer agency costs relating to Class C shares will be borne exclusively by that Class. The Trustees have determined that currently no conflict of interest exists between the Class A, Class C, Class I and Class Y shares. On an ongoing basis, the Board, pursuant to their fiduciary duties under the 1940 Act and state laws, will seek to ensure that no such conflict arises.
Shares of International Investors Gold Fund-A, Global Hard Assets Fund-A, and Emerging Markets Fund-A are sold at the public offering price, which is determined once each day the Funds are open for business and is the net asset value per share plus a sales charge in accordance with the schedule set forth in the Prospectus.
Set forth below is an example of the computation of the public offering price for shares of the International Investors Gold Fund-A, Global Hard Assets Fund-A and Emerging Markets Fund-A on December 31, 2009, under the then-current maximum sales charge:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTERNATIONAL
|
|
GLOBAL
|
|
EMERGING
|
|
||||||
|
|||||||||||||
Net asset value and repurchase price per share on $.001 par value capital shares outstanding |
|
$ |
18.92 |
|
|
$ |
40.92 |
|
|
$ |
10.71 |
|
|
Maximum sales charge (as described in the Prospectus) |
|
$ |
1.15 |
|
|
$ |
2.50 |
|
|
$ |
0.65 |
|
|
Maximum offering price per share |
|
$ |
20.07 |
|
|
$ |
43.42 |
|
|
$ |
11.36 |
|
|
In determining whether a deferred sales charge is applicable to Class C shares, the calculation will be determined in the manner that results in the lowest possible rate being charged. Therefore, it will be assumed that the redemption is first from any Class A shares in the shareholders Fund account (unless a specific request is made to redeem a specific class of shares), Class C shares held for over one year and shares attributable to appreciation or shares acquired pursuant to reinvestment, and third of any Class C shares held longest during the applicable period.
35
The value of a financial futures or commodity futures contract equals the unrealized gain or loss on the contract that is determined by marking it to the current settlement price for a like contract acquired on the day on which the commodity futures contract is being valued. A settlement price may not be used if the market makes a limit move with respect to a particular commodity. Securities or futures contracts for which market quotations are readily available are valued at market value, which is currently determined using the last reported sale price. If no sales are reported as in the case of most securities traded over-the-counter, securities are valued at the mean of their bid and asked prices at the close of trading on the NYSE. In cases where securities are traded on more than one exchange, the securities are valued on the exchange designated by or under the authority of the Board as the primary market. Short-term investments having a maturity of 60 days or less are valued at amortized cost, which approximates market. Options are valued at the last sales price, unless the last sales price does not fall within the bid and ask prices at the close of the market, at which time the mean of the bid and ask prices is used. All other securities are valued at their fair value as determined in good faith by the Board. Foreign securities or futures contracts quoted in foreign currencies are valued at appropriately translated foreign market closing prices or as the Board may prescribe.
Generally, trading in foreign securities and futures contracts, as well as corporate bonds, United States Government securities and money market instruments, is substantially completed each day at various times prior to the close of the NYSE. The values of such securities used in determining the net asset value of the shares of the Funds may be computed as of such times. Foreign currency exchange rates are also generally determined prior to the close of the NYSE. Occasionally, events affecting the value of such securities and such exchange rates may occur between such times and the close of the NYSE which will not be reflected in the computation of the Funds net asset values. If events materially affecting the value of such securities occur during such period then these securities may be valued at their fair value as determined in good faith by the Board.
Each Funds investments are generally valued based on market quotations. When market quotations are not readily available for a portfolio security, a Fund must use the securitys fair value as determined in good faith in accordance with the Funds Fair Value Pricing Procedures, which are approved by the Board. As a general principle, the current fair value of a security is the amount which a Fund might reasonably expect to receive for the security upon its current sale. The Funds Pricing Committee, whose members are selected by the senior management of the Adviser, is responsible for recommending fair value procedures to the Board and for administering the process used to arrive at fair value prices. Factors that may cause a Fund to use the fair value of a portfolio security to calculate the Funds NAV include, but are not limited to: (1) market quotations are not readily available because a portfolio security is not traded in a public market or the principal market in which the security trades is closed, (2) trading in a portfolio security is limited or suspended and not resumed prior to the time at which the Fund calculates its NAV, (3) the market for the relevant security is thin, or stale because its price doesnt change in 5 consecutive business days, (4) the Investment Adviser determines that a market quotation is inaccurate, for example, because price movements are highly volatile and cannot be verified by a reliable alternative pricing source, or (5) where a significant event affecting the value of a portfolio security is determined to have occurred between the time of the market quotation provided for a portfolio security and the time at which the Fund calculates its NAV.
In determining the fair value of securities, the Pricing Committee will consider, among other factors, the fundamental analytical data relating to the security, the nature and duration of any restrictions on disposition of the security, and the forces influencing the market in which the security is traded.
Foreign securities in which the Funds invest may be traded in markets that close before the time that each Fund calculates its NAV. Foreign securities are normally priced based upon the market quotation of such securities as of the close of their respective principal markets, as adjusted to reflect the Investment Advisers determination of the impact of events, such as a significant movement in the U.S. markets occurring subsequent to the close of such markets but prior to the time at which the Fund calculates its NAV. In such cases, the Pricing Committee will apply a fair valuation formula to all foreign securities based on the Committees determination of the effect of the U.S. significant event with respect to each local market.
The Board authorized the Adviser to retain an outside pricing service to value certain portfolio securities. The pricing service uses an automated system incorporating a model based on multiple parameters, including a securitys local closing price (in the case of foreign securities), relevant general and sector indices, currency fluctuations, and trading in depositary receipts and futures, if applicable, and/or research evaluations by its staff, in determining what it believes is the fair valuation of the portfolio securities valued by such pricing service.
There can be no assurance that the Funds could purchase or sell a portfolio security at the price used to calculate the Funds NAV. Because of the inherent uncertainty in fair valuations, and the various factors considered in determining
36
value pursuant to the Funds fair value procedures, there can be significant deviations between a fair value price at which a portfolio security is being carried and the price at which it is purchased or sold. Furthermore, changes in the fair valuation of portfolio securities may be less frequent, and of greater magnitude, than changes in the price of portfolio securities valued by an independent pricing service, or based on market quotations.
Shareholders of a Fund may exchange their shares for shares of the same class of other funds in the Van Eck Global Family of Funds. The Exchange Privilege will not be available if the proceeds from a redemption of shares of a Fund whose shares qualify are paid directly to the shareholder. The Exchange Privilege is not available for shares which are not on deposit with DST or State Street Bank and Trust Company (SSBT), or shares which are held in escrow pursuant to a Letter of Intent. If certificates representing shares of a Fund accompany a written exchange request, such shares will be deposited into an account with the same registration as the certificates upon receipt by DST.
The Funds each reserve the right to (i) charge a fee of not more than $5.00 per exchange payable to a Fund or charge a fee reasonably intended to cover the costs incurred in connection with the exchange; (ii) establish a limit on the number and amount of exchanges made pursuant to the Exchange Privilege, as disclosed in the Prospectus and (iii) terminate the Exchange Privilege without written notice. In the event of such termination, shareholders who have acquired their shares pursuant to the Exchange Privilege will be afforded the opportunity to re-exchange such shares for shares of the Fund originally purchased without sales charge, for a period of not less than three (3) months.
By exercising the Exchange Privilege, each shareholder whose shares are subject to the Exchange Privilege will be deemed to have agreed to indemnify and hold harmless the Trust and each of its series, their Adviser, sub-investment adviser (if any), distributor, transfer agent, SSBT and the officers, directors, employees and agents thereof against any liability, damage, claim or loss, including reasonable costs and attorneys fees, resulting from acceptance of, or acting or failure to act upon, or acceptance of unauthorized instructions or non-authentic telephone instructions given in connection with, the Exchange Privilege, so long as reasonable procedures are employed to confirm the authenticity of such communications. (For more information on the Exchange Privilege, see the Prospectus).
Class A shareholders who are eligible to invest in Class Y shares are eligible to convert their Class A shares for Class Y shares of the same fund upon request. No sales charges or other charges will apply to any such conversion. For federal income tax purposes, a same-fund conversion is not expected to result in the realization by the investor of a capital gain or loss. To determine whether you are eligible to invest in Class Y shares, see Class Y Shares in the section of the Prospectus entitled Shareholder Information - How to Choose a Class of Shares. Please contact your financial intermediary for additional information.
Dividend Reinvestment Plan . Reinvestments of dividends of the Funds will occur on a date selected by the Board.
Automatic Exchange Plan. Investors may arrange under the Exchange Plan to have DST collect a specified amount once a month or quarter from the investors account in one of the Funds and purchase full and fractional shares of another Fund at the public offering price next computed after receipt of the proceeds. Further details of the Automatic Exchange Plan are given in the application which is available from DST or the Funds. This does not apply to Class C shares.
An investor should realize that he is investing his funds in securities subject to market fluctuations, and accordingly the Automatic Exchange Plan does not assure a profit or protect against depreciation in declining markets. The Automatic Exchange Plan contemplates the systematic purchase of securities at regular intervals regardless of price levels.
The expenses of the Automatic Exchange Plan are general expenses of a Fund and will not involve any direct charge to the participating shareholder. The Automatic Exchange Plan is completely voluntary and may be terminated on fifteen days notice to DST.
Automatic Investment Plan. Investors may arrange under the Automatic Investment Plan to have DST collect a specified amount once a month or quarter from the investors checking account and purchase full and fractional shares of
37
a Fund at the public offering price next computed after receipt of the proceeds. Further details of the Automatic Investment Plan are given in the application which is available from DST or the Funds.
An investor should realize that he is investing his funds in securities subject to market fluctuations, and accordingly the Automatic Investment Plan does not assure a profit or protect against depreciation in declining markets. The Automatic Investment Plan contemplates the systematic purchase of securities at regular intervals regardless of price levels.
The expenses of the Automatic Investment Plan are general expenses of a Fund and will not involve any direct charge to the participating shareholder. The Automatic Investment Plan is completely voluntary. The Automatic Investment Plan may be terminated on thirty days notice to DST.
Automatic Withdrawal Plan. The Automatic Withdrawal Plan is designed to provide a convenient method of receiving fixed redemption proceeds at regular intervals from shares of a Fund deposited by the investor under this Plan. This Plan is not available to Class C, Class I or Class Y shareholders, except for automatic withdrawals for the purpose of retirement account distributions. Further details of the Automatic Withdrawal Plan are given in the application, which is available from DST or the Funds.
In order to open an Automatic Withdrawal Plan, the investor must complete the Application and deposit or purchase for deposit, with DST, the agent for the Automatic Withdrawal Plan, shares of a Fund having a total value of not less than $10,000 based on the offering price on the date the Application is accepted, except for automatic withdrawals for the purpose of retirement account distributions.
Income dividends and capital gains distributions on shares under an Automatic Withdrawal Plan will be credited to the investors Automatic Withdrawal Plan account in full and fractional shares at the net asset value in effect on the reinvestment date.
Periodic checks for a specified amount will be sent to the investor, or any person designated by him, monthly or quarterly (January, April, July and October). A Fund will bear the cost of administering the Automatic Withdrawal Plan.
Redemption of shares of a Fund deposited under the Automatic Withdrawal Plan may deplete or possibly use up the initial investment plus income dividends and distributions reinvested, particularly in the event of a market decline. In addition, the amounts received by an investor cannot be considered an actual yield or income on his investment, since part of such payments may be a return of his capital. The redemption of shares under the Automatic Withdrawal Plan may give rise to a taxable event.
The maintenance of an Automatic Withdrawal Plan concurrently with purchases of additional shares of a Fund would be disadvantageous because of the sales charge payable with respect to such purchases. An investor may not have an Automatic Withdrawal Plan in effect and at the same time have in effect an Automatic Investment Plan or an Automatic Exchange Plan. If an investor has an Automatic Investment Plan or an Automatic Exchange Plan, such service must be terminated before an Automatic Withdrawal Plan may take effect.
The Automatic Withdrawal Plan may be terminated at any time (1) on 30 days notice to DST or from DST to the investor, (2) upon receipt by DST of appropriate evidence of the investors death or (3) when all shares under the Automatic Withdrawal Plan have been redeemed. Upon termination, unless otherwise requested, certificates representing remaining full shares, if any, will be delivered to the investor or his duly appointed legal representatives.
SHARES PURCHASED BY NON-U.S. FINANCIAL INSTITUTIONS
Class A shares of the Funds which are sold with a sales charge may be purchased by a foreign bank or other foreign fiduciary account, with an international selling agreement, for the benefit of foreign investors at the sales charge applicable to the Funds $500,000 breakpoint level, in lieu of the sales charge in the above scale. The Distributor has entered into arrangements with foreign financial institutions pursuant to which such institutions may be compensated by the Distributor from its own resources for assistance in distributing Fund shares. Clients of Netherlands insurance companies who are not U.S. citizens or residents may purchase shares without a sales charge. Clients of fee-only advisors that purchase shares through a foreign bank or other foreign fiduciary account for the benefit of foreign investors may purchase shares without a sales charge.
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The following summary outlines certain federal income tax considerations relating to an investment in the Fund by a U.S. investor (as defined below). This summary is intended only to provide general information to U.S. investors that hold the shares as a capital asset, is not intended as a substitute for careful tax planning, does not address any foreign, state or local tax consequences of an investment in the Fund, and does not address the tax considerations that may be relevant to investors subject to special treatment under the Code. This summary should not be construed as legal or tax advice. This summary is based on the provisions of the Code, applicable U.S. Treasury regulations, administrative pronouncements of the Internal Revenue Service and judicial decisions in effect as of April 2009. Those authorities may be changed, possibly retroactively, or may be subject to differing interpretations so as to result in U.S. federal income tax consequences different from those summarized herein. Prospective investors should consult their own tax advisors concerning the potential federal, state, local and foreign tax consequences of an investment in the Fund, with specific reference to their own tax situation.
As used herein, the term U.S. investor means an investor that, for U.S. federal income tax purposes, is (1) an individual who is a citizen or resident of the U.S., (2) a corporation, or other entity taxable as a corporation, that is created or organized in or under the laws of the U.S. or of any political subdivision thereof, (3) an estate, the income of which is subject to U.S. federal income tax regardless of its source, or (4) a trust if (i) it is subject to the primary supervision of a court within the U.S. and one or more U.S. persons as described in Code Section 7701(a)(30) have the authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. If a partnership or other entity treated as a partnership holds the shares, the tax treatment of a partner in such partnership or equity owner in such other entity generally will depend on the status of the partner or equity owner and the activities of the partnership or other entity.
TAXATION OF THE FUNDSIN GENERAL
Each of the Funds intends to continue to qualify and elect to be treated each taxable year as a regulated investment company under Subchapter M of the Code. To so qualify, each Fund must, among other things, (a) derive at least 90% of its gross income from dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies; and (b) satisfy certain diversification requirements.
As a regulated investment company, a Fund will not be subject to federal income tax on its net investment income and capital gain net income (capital gains in excess of its capital losses) that it distributes to shareholders if at least 90% of its net investment income and short-term capital gains for the taxable year are distributed. However, if for any taxable year a Fund does not satisfy the requirements of Subchapter M of the Code, all of its taxable income will be subject to tax at regular corporate income tax rates without any deduction for distribution to shareholders, and such distributions will be taxable to shareholders as dividend income to the extent of the Funds current or accumulated earnings or profits.
Each Fund will be liable for a nondeductible 4% excise tax on amounts not distributed on a timely basis in accordance with a calendar year distribution requirement. To avoid the tax, during each calendar year the Fund must distribute, or be deemed to have distributed, (i) at least 98% of its ordinary income (not taking into account any capital gains or losses) for the calendar year, (ii) at least 98% of its capital gains in excess of its capital losses (adjusted for certain ordinary losses) for the twelve month period ending on October 31 (or December 31, if the Fund so elects), and (iii) all ordinary income and capital gains for previous years that were not distributed during such years. For this purpose, any income or gain retained by the Fund that is subject to corporate tax will be considered to have been distributed by year-end. The Funds intend to make sufficient distributions to avoid this 4% excise tax.
TAXATION OF THE FUNDS INVESTMENTS
Original Issue Discount. For federal income tax purposes, debt securities purchased by the Funds may be treated as having an original issue discount. Original issue discount represents interest for federal income tax purposes and can generally be defined as the excess of the stated redemption price at maturity of a debt obligation over the issue price. Original issue discount is treated for federal income tax purposes as income earned by the Funds, whether or not any income is actually received, and therefore is subject to the distribution requirements of the Code. Generally, the amount of original issue discount included in the income of the Funds each year is determined on the basis of a constant yield to maturity which takes into account the compounding of accrued interest. Because the Funds must include original issue discount in income, it will be more difficult for the Funds to make the distributions required for them to maintain their
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status as a regulated investment company under Subchapter M of the Code or to avoid the 4% excise tax described above.
Debt securities may be purchased by the Funds at a discount which exceeds the original issue discount remaining on the securities, if any, at the time the Funds purchased the securities. This additional discount represents market discount for income tax purposes. In the case of any debt security issued after July 18, 1984, having a fixed maturity date of more than one year from the date of issue and having market discount, the gain realized on disposition will be treated as interest to the extent it does not exceed the accrued market discount on the security (unless the Funds elect to include such accrued market discount in income in the tax year to which it is attributable). Generally, market discount is accrued on a daily basis. The Funds may be required to capitalize, rather than deduct currently, part or all of any direct interest expense incurred or continued to purchase or carry any debt security having market discount, unless they make the election to include market discount currently.
Options and Futures Transactions. Certain of the Funds investments may be subject to provisions of the Code that (i) require inclusion of unrealized gains or losses in the Funds income for purposes of the 90% test, the excise tax and the distribution requirements applicable to regulated investment companies, (ii) defer recognition of realized losses, and (iii) characterize both realized and unrealized gain or loss as short-term or long-term gain or loss. Such provisions generally apply to options and futures contracts. The extent to which the Funds make such investments may be materially limited by these provisions of the Code.
Foreign Currency Transactions. Under Section 988 of the Code, special rules are provided for certain foreign currency transactions. Foreign currency gains or losses from foreign currency contracts (whether or not traded in the interbank market), from futures contracts that are not regulated futures contracts, and from unlisted or equity options are treated as ordinary income or loss under Section 988. The Funds may elect to have foreign currency related regulated futures contracts and listed non-equity options subject to ordinary income or loss treatment under Section 988. In addition, in certain circumstances, the Funds may elect short term capital gain or loss for foreign currency transactions. The rules under Section 988 may also affect the timing of income recognized by the Funds.
TAXATION OF THE SHAREHOLDERS
Dividends of net investment income and the excess of net short-term capital gain over net long-term capital loss are taxable as ordinary income to shareholders. However, for taxable years beginning before January 1, 2011, a portion of the dividend income received by a Fund may constitute qualified dividend income eligible for a maximum rate of 15% to individuals, trusts and estates. If the aggregate amount of qualified dividend income received by a Fund during any taxable year is less than 95% of the Funds gross income (as specifically defined for that purpose), the qualified dividend rule applies only if and to the extent designated by the Fund as qualified dividend income. A Fund may designate such Dividends as qualified dividend income only to the extent the Fund itself has qualified dividend income for the taxable year with respect to which such Dividends are made. Qualified dividend income is generally dividend income from taxable domestic corporations and certain foreign corporations (e.g., foreign corporations incorporated in a possession of the United States or in certain countries with comprehensive tax treaties with the United States, or the stock of which is readily tradable on an established securities market in the United States), provided the Fund has held the stock in such corporations for more than 60 days during the 121 day period beginning on the date which is 60 days before the date on which such stock becomes ex-dividend with respect to such dividend (the holding period requirement). In order to be eligible for the 15% maximum rate on Dividends from the Fund attributable to qualified dividends, shareholders must separately satisfy the holding period requirement with respect to their Fund shares. Distributions of net capital gain (the excess of net long-term capital gain over net short-term capital loss) are taxable to shareholders as long-term capital gain, regardless of the length of time the shares of the Fund have been held by such shareholders, except to the extent of gain from a sale or disposition of collectibles, such as precious metals, taxable currently at a 28% rate. Any loss realized upon a taxable disposition of shares within a year from the date of their purchase will be treated as a long-term capital loss to the extent of any long-term capital gain distributions received by shareholders during such period.
Dividends of net investment income and distributions of net capital gain will be taxable as described above whether received in cash or reinvested in additional shares. When distributions are received in the form of shares issued by the Funds, the amount of the dividend/distribution deemed to have been received by participating shareholders generally is the amount of cash which would otherwise have been received. In such case, participating shareholders will have a basis for federal income tax purposes in each share received from the Funds equal to such amount of cash.
Dividends and/or distributions by the Funds result in a reduction in the net asset value of the Funds shares. Should a dividend/distribution reduce the net asset value below a shareholders cost basis, such dividend/distribution nevertheless would be taxable to the shareholder as ordinary income or long-term capital gain as described above, even
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though, from an investment standpoint, it may constitute a partial return of capital. In particular, investors should be careful to consider the tax implications of buying shares just prior to a dividend/distribution. The price of shares purchased at that time includes the amount of any forthcoming dividend/distribution. Those investors purchasing shares just prior to a dividend/distribution will then receive a return of their investment upon payment of such dividend/distribution which will nevertheless be taxable to them.
If a shareholder (i) incurs a sales load in acquiring shares in the Funds, and (ii) by reason of incurring such charge or making such acquisition acquires the right to acquire shares of one or more regulated investment companies without the payment of a load or with the payment of a reduced load (reinvestment right), and (iii) disposes of the shares before the 91st day after the date on which the shares were acquired, and (iv) subsequently acquires shares in that regulated investment company or in another regulated investment company and the otherwise applicable load charge is reduced pursuant to the reinvestment right, then the load charge will not be taken into account for purposes of determining the shareholders gain or loss. To the extent such charge is not taken into account in determining the amount of gain or loss, the charge will be treated as incurred in connection with the subsequently acquired shares and will have a corresponding effect on the shareholders basis in such shares.
Each Fund may be subject to a tax on dividend or interest income received from securities of a non-U.S. issuer withheld by a foreign country at the source. The U.S. has entered into tax treaties with many foreign countries that entitle the Funds to a reduced rate of tax or exemption from tax on such income. It is impossible to determine the effective rate of foreign tax in advance since the amount of a Funds assets to be invested within various countries is not known. If more than 50% of the value of a Funds total assets at the close of a taxable year consists of stocks or securities in foreign corporations, and the Fund satisfies the holding period requirements, the Fund may elect to pass through to its shareholders the foreign income taxes paid thereby. In such case, the shareholders would be treated as receiving, in addition to the distributions actually received by the shareholders, their proportionate share of foreign income taxes paid by the Fund, and will be treated as having paid such foreign taxes. The shareholders generally will be entitled to deduct or, subject to certain limitations, claim a foreign tax credit with respect to such foreign income taxes. A foreign tax credit may be allowed for shareholders who hold the Fund for at least 16 days during the 31-day period beginning on the date that is 15 days before the ex-dividend date. Under certain circumstances, individual shareholders who have been passed through foreign tax credits of no more than $300 ($600 in the case of married couples filing jointly) during a tax year can elect to claim the foreign tax credit for these amounts directly on their federal income tax returns (IRS Forms 1040) without having to file a separate Form 1116 or having to comply with most foreign tax credit limitations.
Each Fund may be required to backup withhold federal income tax at a current rate of 28% from dividends paid to any shareholder who fails to furnish a certified taxpayer identification number (TIN) or who fails to certify that he or she is exempt from such withholding or who the Internal Revenue Service notifies the Fund as having provided the Fund with an incorrect TIN or failed to properly report interest or dividends for federal income tax purposes. Any such withheld amount will be fully creditable on the shareholders U.S. federal income tax return.
TAXATION OF NON-U.S. INVESTORS
The foregoing summary of certain federal income tax considerations does not apply to potential investors in the Fund that are not U.S. investors (Non-U.S. investors). Distributions of ordinary income paid to Non-U.S. investors generally will be subject to a 30% U.S. withholding tax unless a reduced rate of withholding or a withholding exemption is provided under an applicable treaty. However, withholding tax generally will not apply to any income realized by a non-U.S. investor in respect of any distributions attributable to net income from tax-exempt obligations and designated as exempt-interest dividends. Furthermore, for taxable years beginning before January 1, 2010, a Fund may, under certain circumstances, designate all or a portion of a dividend as an interest-related dividend (to the extent the Fund pays a dividend related to interest that is not already exempt from U.S. federal income taxes as discussed in the preceding sentence) or a short-term capital gain dividend. An interest-related dividend that is received by a Non-U.S. investor generally would be exempt from the 30% U.S. withholding tax, provided certain other requirements are met. A short-term capital gain dividend that is received by a Non-U.S. investor generally would be exempt from the 30% U.S. withholding tax, unless such investor is a nonresident alien individual present in the United States for a period or periods aggregating 183 days or more during the taxable year. The Fund does not expect to pay significant amounts of interest-related dividends. Prospective investors are urged to consult their tax advisors regarding the specific tax consequences discussed above.
Each Fund has elected to have the ability to redeem its shares in kind, committing itself to pay in cash all requests for redemption by any shareholder of record limited in amount with respect to each shareholder of record during any
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ninety-day period to the lesser of (i) $250,000 or (ii) 1% of the net asset value of such company at the beginning of such period.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Dealers and intermediaries may charge their customers a processing or service fee in connection with the purchase or redemption of fund shares. The amount and applicability of such a fee is determined and disclosed to its customers by each individual dealer. Processing or service fees typically are fixed, nominal dollar amounts and are in addition to the sales and other charges described in the Prospectus and this SAI. Your dealer will provide you with specific information about any processing or service fees you will be charged.
The Trust is an open-end management investment company organized as a business trust under the laws of the Commonwealth of Massachusetts on April 3, 1985. The Trustees of the Trust have authority to issue an unlimited number of shares of beneficial interest of each Fund, $.001 par value. Currently, four series of the Trust are being offered, which shares constitute the interests in the Funds and Multi-Manager Alternatives Fund.
The Funds are classified as non-diversified funds under the 1940 Act. A diversified fund is a fund which meets the following requirements: at least 75% of the value of its total assets is represented by cash and cash items (including receivables), Government securities, securities of other investment companies and other securities for the purpose of this calculation limited in respect of any one issuer to an amount not greater than 5% of the value of the Funds total assets, and to not more than 10% of the outstanding voting securities of such issuer. A non-diversified fund is any fund other than a diversified fund. This means that the Fund at the close of each quarter of its taxable year must, in general, limit its investment in the securities of a single issuer to (i) no more than 25% of its assets, (ii) with respect to 50% of the Funds assets, no more than 5% of its assets, and (iii) the Fund will not own more than 10% of outstanding voting securities. A Fund is a separate pool of assets of the Trust which is separately managed and which may have different investment objective from that of another Fund. The Board has the authority, without the necessity of a shareholder vote, to create any number of new Funds.
Each share of a Fund has equal dividend, redemption and liquidation rights and when issued is fully paid and non-assessable by the Trust. Under the Trusts Amended and Restated Master Trust Agreement (Master Trust Agreement), no annual or regular meeting of shareholders is required. Thus, there will ordinarily be no shareholder meetings unless required by the 1940 Act. The Trustees are a self-perpetuating body unless and until fewer than 50% of the Trustees, then serving as Trustees, are Trustees who were elected by shareholders. At that time a meeting of shareholders will be called to elect additional Trustees. On any matter submitted to the shareholders, the holder of each Trust share is entitled to one vote per share (with proportionate voting for fractional shares). Under the Master Trust Agreement, any Trustee may be removed by vote of two-thirds of the outstanding Trust shares, and holders of ten percent or more of the outstanding shares of the Trust can require Trustees to call a meeting of shareholders for purposes of voting on the removal of one or more trustees. Shares of each Fund vote as a separate class, except with respect to the election of Trustees and as otherwise required by the 1940 Act. On matters affecting an individual Fund, a separate vote of that Fund is required. Shareholders of a Fund are not entitled to vote on any matter not affecting that Fund. In accordance with the 1940 Act, under certain circumstances, the Trust will assist shareholders in communicating with other shareholders in connection with calling a special meeting of shareholders.
Under Massachusetts law, the shareholders of the Trust could, under certain circumstances, be held personally liability for the obligations of the Trust. However, the Master Trust Agreement disclaims shareholder liability for acts or obligations of the Trust and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the Trust or the Trustees. The Master Trust Agreement provides for indemnification out of the Trusts property of all losses and expenses of any shareholder held personally liable for the obligations of the Trust. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Trust itself would be unable to meet its obligations. The Adviser believes that, in view of the above, the risk of personal liability to shareholders is remote.
Custodian . State Street Bank and Trust Company, 225 Franklin Street, Boston, MA 02110 is the custodian of the Trusts portfolio securities, cash, coins and bullion. The Custodian is authorized, upon the approval of the Trust, to establish credits or debits in dollars or foreign currencies with, and to cause portfolio securities of a Fund to be held by its
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overseas branches or subsidiaries, and foreign banks and foreign securities depositories which qualify as eligible foreign custodians under the rules adopted by the SEC.
Transfer Agent . DST Systems, Inc., 210 West 10th Street, Kansas City, MO 64105 serves as transfer agent for the Trust.
Independent Registered Public Accounting Firm . Ernst & Young LLP, Five Times Square, New York, NY 10036 serves as independent registered public accounting firm for the Trust.
Counsel . Goodwin Procter LLP, Exchange Place, Boston, MA 02109 serves as counsel to the Trust.
The audited financial statements for the fiscal year ended December 31, 2009 of the Funds are hereby incorporated by reference from the Funds Annual Reports to shareholders, which are available at no charge upon written or telephone request to the Trust at the address or telephone numbers set forth on the first page of this SAI.
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ADVISERS PROXY VOTING POLICIES
INTRODUCTION
Effective March 10, 2003, the Securities and Exchange Commission (the Commission) adopted Rule 206(4)-6 under the Investment Advisers Act of 1940 (Advisers Act), requiring each investment adviser registered with the Commission to adopt and implement written policies and procedures for voting client proxies, to disclose information about the procedures to its clients, and to inform clients how to obtain information about how their proxies were voted. The Commission also amended Rule 204-2 under the Advisers Act to require advisers to maintain certain proxy voting records. Both rules apply to all investment advisers registered with the Commission that have proxy voting authority over their clients securities. An adviser that exercises voting authority without complying with Rule 206(4)-6 will be deemed to have engaged in a fraudulent, deceptive, or manipulative act, practice or course of business within the meaning of Section 206(4) of the Advisers Act.
When an adviser has been granted proxy voting authority by a client, the adviser owes its clients the duties of care and loyalty in performing this service on their behalf. The duty of care requires the adviser to monitor corporate actions and vote client proxies. The duty of loyalty requires the adviser to cast the proxy votes in a manner that is consistent with the best interests of the client.
PROXY VOTING POLICIES AND PROCEDURES
RESOLVING MATERIAL CONFLICTS OF INTEREST
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A material conflict means the existence of a business relationship between a portfolio company or an affiliate and Van Eck Associates Corporation, any affiliate or subsidiary (individually and together, as the context may require, Adviser), or an affiliated person of a Van Eck mutual fund in excess of $60,000. Examples of when a material conflict exists include the situation where the adviser provides significant investment advisory, brokerage or other services to a company whose management is soliciting proxies; an officer of the Adviser serves on the board of a charitable organization that receives charitable contributions from the portfolio company and the charitable organization is a client of the Adviser; a portfolio company that is a significant selling agent of Van Ecks products and services solicits proxies; a broker-dealer or insurance company that controls 5% or more of the Advisers assets solicits proxies; the Adviser serves as an investment adviser to the pension or other investment account of the portfolio company; the Adviser and the portfolio company have a lending relationship. In each of these situations voting against management may cause the Adviser a loss of revenue or other benefit. |
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Conflict Resolution. When a material conflict exists proxies will be voted in the following manner: |
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Where the written guidelines set out a pre-determined voting policy, proxies will be voted in accordance with that policy, with no deviations (if a deviation is advisable, one of the other methods may be used); |
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Where the guidelines permit discretion and an independent third party has been retained to vote proxies, proxies will be voted in accordance with the predetermined policy based on the recommendations of that party; or |
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The potential conflict will be disclosed to the client (a) with a request that the client vote the proxy, (b) with a recommendation that the client engage another party to determine how the proxy should be voted or (c) if the foregoing are not acceptable to the client disclosure of how Van Eck intends to vote and a written consent to that vote by the client. |
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Any deviations from the foregoing voting mechanisms must be approved by the Compliance Officer with a written explanation of the reason for the deviation. |
REASONABLE RESEARCH EFFORTS
When determining whether a vote is in the best interest of the client, the Adviser will use reasonable research efforts. Investment personnel may rely on public documents about the company and other readily available information,
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which is easily accessible to the investment personnel at the time the vote is cast. Information on proxies by foreign companies may not be readily available.
VOTING CLIENT PROXIES
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The Adviser generally will vote proxies on behalf of clients, unless clients instruct otherwise. There may be times when refraining from voting a proxy is in a clients best interest, such as when the Adviser determines that the cost of voting the proxy exceeds the expected benefit to the client. (For example, casting a vote on a foreign security may involve additional costs such as hiring a translator or traveling to foreign country to vote the security in person). |
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The portfolio manager or analyst covering the security is responsible for making voting decisions. |
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Portfolio Administration, in conjunction with the portfolio manager and the custodian, is responsible for monitoring corporate actions and ensuring that corporate actions are timely voted. |
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For the Hedge Funds, Investment Management Operations, in conjunction with the portfolio manager and custodian, monitors corporate actions and ensures that corporate actions are timely voted. |
CLIENT INQUIRIES
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All inquiries by clients as to how Van Eck has voted proxies must immediately be forwarded to the Proxy Administrator. |
DISCLOSURE TO CLIENTS
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Notification of Availability of Information |
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Client Brochure. The Client Brochure or Part II of Form ADV will inform clients that they can obtain information from Van Eck on how their proxies were voted. The Client Brochure or Part II of Form ADV will be mailed to each client annually. The Legal Department will be responsible for coordinating the mailing with Sales/Marketing Departments. |
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Availability of Proxy Voting Information |
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At the clients request or if the information is not available on Van Ecks website, a hard copy of the accounts proxy votes will be mailed to each client. |
RECORDKEEPING REQUIREMENTS
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Van Eck will retain the following documentation and information for each matter relating to a portfolio security with respect to which a client was entitled to vote: |
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proxy statements received; |
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identifying number for the portfolio security; |
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shareholder meeting date; |
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brief identification of the matter voted on; |
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whether the vote was cast on the matter and how the vote was cast; |
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how the vote was cast (e.g., for or against proposal, or abstain, for or withhold regarding election of directors); |
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records of written client requests for information on how Van Eck voted proxies on behalf of the client; |
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a copy of written responses from Van Eck to any written or oral client request for information on how Van Eck voted proxies on behalf of the client; and |
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any documents prepared by Van Eck that were material to the decision on how to vote or that memorialized the basis for the decision, if such documents were prepared. |
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Copies of proxy statements filed on EDGAR, and proxy statements and records of proxy votes maintained with a third party (i.e., proxy voting service) need not be maintained. The third party must agree in writing to provide a copy of the documents promptly upon request. |
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If applicable, any document memorializing that the costs of voting a proxy exceed the benefit to the client or any other decision to refrain from voting, and that such abstention was in the clients best interest. |
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Proxy voting records will be maintained in an easily accessible place for five years, the first two at the office of Van Eck. Proxy statements on file with EDGAR or maintained by a third party and proxy votes maintained by a third party are not subject to these particular retention requirements. |
PROXY VOTING GUIDELINES
I. General Information
Generally, the Adviser will vote in accordance with the following guidelines. Where the proxy vote decision maker determines, however, that voting in such a manner would not be in the best interest of the client, the investment personnel will vote differently.
If there is a conflict of interest on any management or shareholder proposals that are voted on a case by case basis, we will follow the recommendations of an independent proxy service provider.
II. Officers and Directors
A. The Board of Directors
Director Nominees in Uncontested Elections
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Vote on a case-by-case basis for director nominees, examining factors such as: |
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long-term corporate performance record relative to a market index; |
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composition of board and key board committees; |
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nominees investment in the company; |
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whether a retired CEO sits on the board; and |
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whether the chairman is also serving as CEO. |
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In cases of significant votes and when information is readily available, we also review: |
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corporate governance provisions and takeover activity; |
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board decisions regarding executive pay; |
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director compensation; |
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number of other board seats held by nominee; and |
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interlocking directorships. |
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B. Chairman and CEO are the Same Person
Vote on a case-by-case basis on shareholder proposals that would require the positions of chairman and CEO to be held by different persons.
C. Majority of Independent Directors
Vote on a case-by-case basis shareholder proposals that request that the board be comprised of a majority of independent directors.
Vote for shareholder proposals that request that the board audit, compensation and/or nominating committees include independent directors exclusively.
D. Stock Ownership Requirements
Vote on a case-by-case basis shareholder proposals requiring directors to own a minimum amount of company stock in order to qualify as a director, or to remain on the board.
E. Term of Office
Vote on a case-by-case basis shareholder proposals to limit the tenure of outside directors.
F. Director and Officer Indemnification and Liability Protection
Vote on a case-by-case basis proposals concerning director and officer indemnification and liability protection.
Generally, vote against proposals to eliminate entirely director and officer liability for monetary damages for violating the duty of care.
Vote for only those proposals that provide such expanded coverage in cases when a directors or officers legal defense was unsuccessful if: (1) the director was found to have acted in good faith and in a manner that he reasonably believed was in the best interests of the company, and (2) only if the directors legal expenses would be covered.
G. Director Nominees in Contested Elections
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Vote on a case-by-case basis when the election of directors is contested, examining the following factors: |
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long-term financial performance of the target company relative to its industry; |
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managements track record; |
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background to the proxy contest; |
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qualifications of director nominees (both slates); |
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evaluation of what each side is offering shareholders, as well as the likelihood that the proposed objectives and goals can be met; and |
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stock ownership positions. |
H. Board Structure: Staggered vs. Annual Elections
Generally, vote against proposals to stagger board elections.
Generally, vote for proposals to repeal classified boards and to elect all directors annually.
I. Shareholder Ability to Remove Directors
Vote against proposals that provide that directors may be removed only for cause.
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Vote for proposals to restore shareholder ability to remove directors with or without cause.
Vote against proposals that provide that only continuing directors may elect replacements to fill board vacancies.
Vote for proposals that permit shareholders to elect directors to fill board vacancies.
J. Shareholder Ability to Alter the Size of the Board
Vote for proposals that seek to fix the size of the board.
Vote against proposals that give management the ability to alter the size of the board without shareholder approval.
III. Proxy Contests
A. Reimburse Proxy Solicitation Expenses
Vote on a case-by-case basis proposals to provide full reimbursement for dissidents waging a proxy contest.
IV. Independent Registered Public Accounting Firm
A. Ratifying Independent Registered Public Accounting Firms
Vote for proposals to ratify auditors, unless information that is readily available to the vote decision-maker demonstrates that an auditor has a financial interest in or association with the company, and is therefore clearly not independent.; or such readily available information creates a reasonable basis to believe that the independent auditor has rendered an opinion which is neither accurate nor indicative of the companys financial position.
Vote for shareholder proposals asking for audit firm rotation unless the rotation period is so short (less than five years) that it would be unduly burdensome to the company.
V. Shareholder Voting and Control Issues
A. Cumulative Voting
Generally, vote against proposals to eliminate cumulative voting.
Generally, vote for proposals to permit cumulative voting.
B. Shareholder Ability to Call Special Meetings
Generally, vote against proposals to restrict or prohibit shareholder ability to call special meetings.
Generally, vote for proposals that remove restrictions on the right of shareholders to act independently of management.
C. Shareholder Ability to Act by Written Consent
Generally, vote against proposals to restrict or prohibit shareholder ability to take action by written consent.
Generally, vote for proposals to allow or make easier shareholder action by written consent.
D. Poison Pills
Vote for shareholder proposals that ask a company to submit its poison pill for shareholder ratification.
Vote on a case-by-case basis shareholder proposals to redeem a companys poison pill.
Vote on a case-by-case basis management proposals to ratify a poison pill.
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E. Fair Price Provision
Vote on a case-by-case basis when examining fair price proposals, (where market quotations are not readily available) taking into consideration whether the shareholder vote requirement embedded in the provision is no more than a majority of disinterested shares.
Generally, vote for shareholder proposals to lower the shareholder vote requirement in existing fair price provisions.
F. Greenmail
Generally, vote for proposals to adopt anti-greenmail charter or bylaw amendments or otherwise restrict a companys ability to make greenmail payments.
Generally, vote on a case-by-case basis anti-greenmail proposals when they are bundled with other charter or bylaw amendments.
H. Unequal Voting Rights
Vote against dual class exchange offers.
Vote against dual class recapitalizations
I. Supermajority Shareholder Vote Requirement to Amend the Charter or Bylaws
Vote against management proposals to require a supermajority shareholder vote to approve charter and bylaw amendments.
Vote for shareholder proposals to lower supermajority shareholder vote requirements for charter and bylaw amendments.
J. Supermajority Shareholder Vote Requirement to Approve Mergers
Vote against management proposals to require a supermajority shareholder vote to approve mergers and other significant business combinations.
K. White Knight Placements
Vote for shareholder proposals to require approval of blank check preferred stock issues for other than general corporate purposes or similar corporate actions.
L. Confidential Voting
Generally, vote for shareholder proposals that request corporations to adopt confidential voting, use independent tabulators and use independent inspectors of election as long as the proposals include clauses for proxy contests as follows: In the case of a contested election, management is permitted to request that the dissident group honor its confidential voting policy. If the dissidents agree, the policy remains in place. If the dissidents do not agree, the confidential voting policy is waived.
Generally, vote for management proposals to adopt confidential voting.
M. Equal Access
Generally, vote for shareholders proposals that would allow significant company shareholders equal access to managements proxy material in order to evaluate and propose voting recommendations on proxy proposals and director nominees, and in order to nominate their own candidates to the board.
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N. Bundled Proposals
Generally, vote on a case-by-case basis bundled or conditioned proxy proposals. In the case of items that are conditioned upon each other, we examine the benefits and costs of the packaged items. In instances when the joint effect of the conditioned items is not in shareholders best interests, we vote against the proposals. If the combined effect is positive, we support such proposals.
O. Shareholder Advisory Committees
Vote on a case-by-case basis proposals to establish a shareholder advisory committee.
VI. Capital Structure
A. Common Stock Authorization
Vote on a case-by-case basis proposals to increase the number of shares of common stock authorized for issue.
Generally, vote against proposed common stock authorizations that increase the existing authorization by more than 100% unless a clear need for the excess shares is presented by the company.
B. Stock Distributions: Splits and Dividends
Generally, vote for management proposals to increase common share authorization for a stock split, provided that the split does not result in an increase of authorized but un-issued shares of more than 100% after giving effect to the shares needed for the split.
C. Reverse Stock Splits
Generally, vote for management proposals to implement a reverse stock split, provided that the reverse split does not result in an increase of authorized but unissued shares of more than 100% after giving effect to the shares needed for the reverse split.
D. Blank Check Preferred Authorization
Generally, vote for proposals to create blank check preferred stock in cases when the company expressly states that the stock will not be used as a takeover defense or carry superior voting rights.
Vote on a case-by-case basis proposals that would authorize the creation of new classes of preferred stock with unspecified voting, conversion, dividend and distribution, and other rights.
Vote on a case-by-case basis proposals to increase the number of authorized blank check preferred shares.
E. Shareholder Proposals Regarding Blank Check Preferred Stock
Generally, vote for shareholder proposals to have blank check preferred stock placements, other than those shares issued for the purpose of raising capital or making acquisitions in the normal course of business, submitted for shareholder ratification.
F. Adjust Par Value of Common Stock
Vote on a case-by-case basis management proposals to reduce the par value of common stock.
G. Preemptive Rights
Vote on a case-by-case basis proposals to create or abolish preemptive rights. In evaluating proposals on preemptive rights, we look at the size of a company and the characteristics of its shareholder base.
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H. Debt Restructurings
Vote on a case-by-case basis proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan. We consider the following issues:
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Dilution - How much will ownership interest of existing shareholders be reduced, and how extreme will dilution to any future earnings be? |
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Change in Control - Will the transaction result in a change in control of the company? |
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Bankruptcy - Is the threat of bankruptcy, which would result in severe losses in shareholder value, the main factor driving the debt restructuring? |
Generally, we approve proposals that facilitate debt restructurings unless there are clear signs of self-dealing or other abuses.
I. Share Repurchase Programs
Vote for management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms.
VII. Executive Compensation
In general, we vote on a case-by-case basis on executive compensation plans, with the view that viable compensation programs reward the creation of stockholder wealth by having a high payout sensitivity to increases in shareholder value.
VIII. Compensation Proposals
A. Amendments that Place a Cap on Annual Grants
Vote for plans that place a cap on the annual grants any one participant may receive.
B. Amend Administrative Features
Vote for plans that simply amend shareholder-approved plans to include administrative features.
C. Amendments to Added Performance-Based Goals
Generally, vote for amendments to add performance goals to existing compensation plans.
D. Amendments to Increase Shares and Retain Tax Deductions
Vote on amendments to existing plans to increase shares reserved and to qualify the plan for favorable tax treatment should be evaluated on a case-by-case basis.
E. Approval of Cash or Cash-And-Stock Bonus Plans
Vote for cash or cash-and-stock bonus plans to exempt the compensation from taxes.
F. Shareholder Proposals to Limit Executive Pay
Vote on a case-by-case basis all shareholder proposals that seek additional disclosure of executive pay information.
Vote on a case-by-case basis all other shareholder proposals that seek to limit executive pay.
Vote for shareholder proposals to expense options, unless the company has already publicly committed to expensing options by a specific date.
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G. Golden and Tin Parachutes
Vote for shareholder proposals to have golden and tin parachutes submitted for shareholder ratification.
Vote on a case-by-case basis all proposals to ratify or cancel golden or tin parachutes.
H. Employee Stock Ownership Plans (ESOPs)
Vote on a case-by-case basis proposals that request shareholder approval in order to implement an ESOP or to increase authorized shares for existing ESOPs, except in cases when the number of shares allocated to the ESOP is excessive (i.e., generally greater than 5 % of outstanding shares).
I. 401(k) Employee Benefit Plans
Generally, vote for proposals to implement a 401(k) savings plan for employees.
IX. State of Incorporation
A. Voting on State Takeover Statutes
Vote on a case-by-case basis proposals to opt in or out of state takeover statutes (including control share acquisition statutes, control share cash-out statutes, freezeout provisions, fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, anti-greenmail provisions, and disgorgement provisions).
B. VOTING ON REINCORPORATION PROPOSALS
Vote on a case-by-case basis proposals to change a companys state of incorporation.
X. MERGERS AND CORPORATE RESTRUCTURINGS
A. MERGERS AND ACQUISITIONS
Vote on a case-by-case basis proposals related to mergers and acquisitions, taking into account at least the following:
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anticipated financial and operating benefits; |
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offer price (cost vs. premium); |
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prospects of the combined companies; |
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how the deal was negotiated; and |
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changes in corporate governance and their impact on shareholder rights. |
B. Corporate Restructuring
Vote on a case-by-case basis proposals related to a corporate restructuring, including minority squeezeouts, leveraged buyouts, spin-offs, liquidations and asset sales.
C. Spin-offs
Vote on a case-by-case basis proposals related to spin-offs depending on the tax and regulatory advantages, planned use of sale proceeds, market focus, and managerial incentives.
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D. Asset Sales
Vote on a case-by-case basis proposals related to asset sales after considering the impact on the balance sheet/working capital, value received for the asset, and potential elimination of diseconomies.
E. Liquidations
Vote on a case-by-case basis proposals related to liquidations after reviewing managements efforts to pursue other alternatives, appraisal value of assets, and the compensation plan for executives managing the liquidation.
F. Appraisal Rights
Vote for proposals to restore, or provide shareholders with, rights of appraisal.
G. Changing Corporate Name
Vote on a case-by-case basis proposal to change the corporate name.
XI. Mutual Fund Proxies
A. Election of Trustees
Vote on trustee nominees on a case-by-case basis.
B. Investment Advisory Agreement
Vote on investment advisory agreements on a case-by-case basis.
C. Fundamental Investment Restrictions
Vote on amendments to a funds fundamental investment restrictions on a case-by-case basis.
D. Distribution Agreements
Vote on distribution agreements on a case-by-case basis.
XII. Social and Environmental Issues
In general we vote on a case-by-case basis on shareholder social and environmental proposals, on the basis that their impact on share value can rarely be anticipated with any high degree of confidence.
In most cases, however, we vote for disclosure reports that seek additional information, particularly when it appears companies have not adequately addressed shareholders social and environmental concerns.
In determining our vote on shareholder social and environmental proposals, we analyze factors such as:
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whether adoption of the proposal would have either a positive or negative impact on the companys short-term or long-term share value; |
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the percentage of sales, assets and earnings affected; |
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the degree to which the companys stated position on the issues could affect its reputation or sales, or leave it vulnerable to boycott or selective purchasing; whether the issues presented should be dealt with through government or company - specific action; |
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whether the company has already responded in some appropriate manner to the request embodied in a proposal; |
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whether the companys analysis and voting recommendation to shareholders is persuasive; |
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what other companies have done in response to the issue; |
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whether the proposal itself is well framed and reasonable; whether implementation of the proposal would achieve the objectives sought in the proposal; and |
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whether the subject of the proposal is best left to the discretion of the board. |
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STANDARD & POORS ISSUE CREDIT RATING DEFINITIONS
A Standard & Poors issue credit rating is a current opinion of the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The opinion evaluates the obligors capacity and willingness to meet its financial commitments as they come due, and may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default. The issue credit rating is not a recommendation to purchase, sell, or hold a financial obligation, inasmuch as it does not comment as to market price or suitability for a particular investor.
Issue credit ratings are based on current information furnished by the obligors or obtained by Standard & Poors from other sources it considers reliable. Standard & Poors does not perform an audit in connection with any credit rating and may, on occasion, rely on unaudited financial information. Credit ratings may be changed, suspended, or withdrawn as a result of changes in, or unavailability of, such information, or based on other circumstances.
Issue credit ratings can be either long term or short term. Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 daysincluding commercial paper. Short-term ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. The result is a dual rating, in which the short-term rating addresses the put feature, in addition to the usual long-term rating. Medium-term notes are assigned long-term ratings.
Long-Term Issue Credit Ratings
Issue credit ratings are based, in varying degrees, on the following considerations:
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Likelihood of paymentcapacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation; |
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Nature of and provisions of the obligation; |
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Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors rights. |
Issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)
AAA
An obligation rated AAA has the highest rating assigned by Standard & Poors. The obligors capacity to meet its financial commitment on the obligation is extremely strong.
AA
An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligors capacity to meet its financial commitment on the obligation is very strong.
A
An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligors capacity to meet its financial commitment on the obligation is still strong.
BBB
An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
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BB, B, CCC, CC, and C
Obligations rated BB, B, CCC, CC, and C are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
BB
An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligors inadequate capacity to meet its financial commitment on the obligation.
B
An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligors capacity or willingness to meet its financial commitment on the obligation.
CCC
An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC
An obligation rated CC is currently highly vulnerable to nonpayment.
C
A C rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the C rating may be assigned to subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instruments terms or when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.
D
An obligation rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poors believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of similar action if payments on an obligation are jeopardized. An obligations rating is lowered to D upon completion of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.
Plus (+) or minus (-)
The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
NR
This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that Standard & Poors does not rate a particular obligation as a matter of policy.
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Short-Term Issue Credit Ratings
A-1
A short-term obligation rated A-1 is rated in the highest category by Standard & Poors. The obligors capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligors capacity to meet its financial commitment on these obligations is extremely strong.
A-2
A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligors capacity to meet its financial commitment on the obligation is satisfactory.
A-3
A short-term obligation rated A-3 exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
B
A short-term obligation rated B is regarded as having significant speculative characteristics. Ratings of B-1, B-2, and B-3 may be assigned to indicate finer distinctions within the B category. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligors inadequate capacity to meet its financial commitment on the obligation.
B-1. A short-term obligation rated B-1 is regarded as having significant speculative characteristics, but the obligor has a relatively stronger capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.
B-2. A short-term obligation rated B-2 is regarded as having significant speculative characteristics, and the obligor has an average speculative-grade capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.
B-3. A short-term obligation rated B-3 is regarded as having significant speculative characteristics, and the obligor has a relatively weaker capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.
C
A short-term obligation rated C is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.
D
A short-term obligation rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poors believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
Dual Ratings
Standard & Poors assigns dual ratings to all debt issues that have a put option or demand feature as part of their structure. The first rating addresses the likelihood of repayment of principal and interest as due, and the second rating addresses only the demand feature. The long-term rating symbols are used for bonds to denote the long-term maturity and the short-term rating symbols for the put option (for example, AAA/A-1+). With U.S. municipal short-term demand debt, note rating symbols are used with the short-term issue credit rating symbols (for example, SP-1+/A-1+).
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MOODYS
Aaa
Bonds and preferred stock which are rated Aaa are judged to be of the
highest quality, with minimal credit risk.
Aa
Bonds and preferred stock which
are rated Aa are judged to be of high quality and are subject to very low
credit risk.
A
Bonds and preferred stock which are rated A are considered
upper-medium grade and are subject to low credit risk.
Baa
Bonds and preferred stock which are rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.
Ba
Bonds and preferred stock which are rated Ba are judged to have speculative elements and are subject to substantial credit risk.
B
Bonds and preferred stock which are rated B are considered speculative
and are subject to high credit risk.
Caa
Bonds and preferred stock which are
rated Caa are of poor standing and are subject to very high credit risk.
Ca
Bonds and preferred stock which are rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C
Bonds and preferred stock which are rated C are the lowest rated class of bonds/preferred stock and are typically in default, with little prospect for recovery of principal or interest.
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VAN ECK FUNDS
Dated May 1, 2010
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MULTI-MANAGER ALTERNATIVES FUND
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This statement of additional information (SAI) is not a prospectus. It should be read in conjunction with the prospectus dated May 1, 2010 (the Prospectus) for the Class A, Class I and Class Y shares of the Multi-Manager Alternatives Fund (the Fund), as it may be revised from time to time. The audited financial statements of the Fund for the fiscal year ended December 31, 2009, are hereby incorporated by reference to the Funds Annual Report to shareholders. A copy of the Prospectus for Van Eck Funds (the Trust), relating to the Fund, may be obtained without charge by writing to the Trust or Van Eck Securities Corporation, the Funds distributor (the Distributor). The Trusts and the Distributors address is 335 Madison Avenue, 19th Floor, New York, New York 10017. Capitalized terms used herein that are not defined have the same meaning as in the Prospectus, unless otherwise noted.
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B-1 |
STATEMENT OF ADDITIONAL INFORMATION
May 1, 2010
The Trust is an open-end management investment company organized as a business trust under the laws of the Commonwealth of Massachusetts on April 3, 1985.
The Trust currently consists of four separate series: Emerging Markets Fund, Global Hard Assets Fund and International Investors Gold Fund, all of which currently offer Class A, Class C, Class I and Class Y shares; and Multi-Manager Alternatives Fund (the Fund), which currently offers Class A, Class I and Class Y shares.
This SAI only pertains to the Fund. Shares of the other series of the Trust are offered in a separate prospectus and a statement of additional information. The Board of Trustees of the Trust (the Board) has authority, without the necessity of a shareholder vote, to create additional series or funds, each of which may issue separate classes of shares.
The Fund is classified as a non-diversified fund under the Investment Company Act of 1940 (the 1940 Act). Van Eck Associates Corporation (the Adviser) serves as investment adviser to the Fund.
The Fund pursues its objective by allocating its assets among (i) investment sub-advisers (the Sub-Advisers, also referred to as managers) with experience in managing alternative or non-traditional investment strategies, and (ii) affiliated and unaffiliated funds, including open end and closed end funds and exchange traded funds (ETFs), which employ a variety of investment strategies (collectively, the Underlying Funds).
The following is additional information regarding the investment policies and strategies used by the Fund in attempting to achieve its objective, and should be read with the sections of the Funds Prospectus titled Fund summary information Principal Investment Strategies, Fund summary information Principal Risks and Investment objectives, strategies, policies, risks and other information.
Appendix B to this SAI contains an explanation of the rating categories of Moodys Investors Service Inc. (Moodys) and Standard & Poors Corporation (S&P) relating to the fixed-income securities and preferred stocks in which the Fund may invest.
EVALUATION AND SELECTION OF SUB-ADVISERS
The Adviser, in consultation with Explorer Alternative Management, LLC (Explorer), a Sub-Adviser to the Fund, determines the allocation of the Funds assets among the various Sub-Advisers and Underlying Funds. The Adviser has ultimate responsibility, subject to the oversight of the Board, to oversee the Sub-Advisers, and to recommend their hiring, termination and replacement. The Adviser may hire and terminate Sub-Advisers in accordance with the terms of an exemptive order obtained by the Fund and the Adviser from the SEC, under which the Adviser is permitted, subject to supervision and approval of the Board, to enter into and materially amend sub advisory agreements without seeking shareholder approval. The Adviser will furnish shareholders of the Fund with information regarding a new Sub-Adviser within 90 days of the hiring of the new Sub-Adviser.
Each Underlying Fund invests its assets in accordance with its investment strategy. The Fund may invest in Underlying Funds in excess of the limitations under the 1940 Act, pursuant to either an exemptive order obtained by the Fund and the Adviser from the SEC or an exemptive order obtained by an Underlying Fund from the SEC and consistent with the conditions specified in such order.
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The Adviser conducts a due diligence process for selecting Sub-Advisers for the Fund by reviewing a wide range of factors for each Sub-Adviser including, but not limited to, past investment performance during various market conditions, investment strategies and processes used, structures of portfolios and risk management procedures, reputation, experience and training of key personnel, correlation of results with other Sub-Advisers, assets under management and number of clients.
As part of the due diligence process, the Adviser reviews information from its own as well as from outside sources, including third party providers and consultants. The Adviser uses the services of independent third parties to conduct a comprehensive review of each Sub-Adviser, its investment process and organization and to conduct interviews of key personnel of each Sub-Adviser as well as interviews with third party references and industry sources.
The Adviser regularly evaluates each Sub-Adviser to determine whether its investment program is consistent with the investment objective of the Fund and whether its investment performance is satisfactory.
The Fund may engage in transactions that attempt to exploit price differences of identical, related or similar securities on different markets or in different forms. The underlying relationships between securities in which the Fund takes investment positions may change in an adverse manner, in which case the Fund may realize losses.
Merger Arbitrage
Although a variety of strategies may be employed depending upon the nature of the reorganizations selected for investment, the most common merger arbitrage activity involves purchasing the shares of an announced acquisition target at a discount from the expected value of such shares upon completion of the acquisition. The size of the discount, or spread, and whether the potential reward justifies the potential risk, are functions of numerous factors affecting the riskiness and timing of the acquisition. Such factors include the status of the negotiations between the two companies (for example, spreads typically narrow as the parties advance from an agreement in principle to a definitive agreement), the complexity of the transaction, the number of regulatory approvals required, the likelihood of government intervention on antitrust or other grounds, the type of consideration to be received and the possibility of competing offers for the target company. The expected timing of each transaction is also extremely important since the length of time that the Funds capital must be committed to any given reorganization will affect the rate of return realized by the Fund, and delays can substantially reduce such returns.
The Fund may invest in asset-backed securities. Asset-backed securities, directly or indirectly, represent interests in, or are secured by and payable from, pools of consumer loans (generally unrelated to mortgage loans) and most often are structured as pass-through securities. Interest and principal payments ultimately depend on payment of the underlying loans, although the securities may be supported by letters of credit or other credit enhancements. The value of asset-backed securities may also depend on the creditworthiness of the servicing agent for the loan pool, the originator of the loans, or the financial institution providing the credit enhancement.
Asset-backed securities are subject to certain risks. These risks generally arise out of the security interest in the assets collateralizing the security. For example, credit card receivables are generally unsecured and the debtors are entitled to a number of protections from the state and through federal consumer laws, many of which give the debtor the right to offset certain amounts of credit card debts and thereby reducing the amounts due.
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Borrowing to invest more is called leverage. The Fund may borrow from banks provided that the amount of borrowing is no more than one third of the net assets of the Fund plus the amount of the borrowings. The Fund is required to be able to restore borrowing to its permitted level within three days, if it should increase to more than one-third as stated above. Methods that may be used to restore borrowings in this context include selling securities, even if the sale hurts the Funds investment performance. Leverage exaggerates the effect of rises or falls in prices of securities bought with borrowed money. Borrowing also costs money, including fees and interest. The Fund expects to borrow only through negotiated loan agreements with commercial banks or other institutional lenders.
C OLLATERALIZED MORTGAGE OBLIGATIONS
The Fund may invest in collateralized mortgage obligations (CMOs). CMOs are fixed-income securities which are collateralized by pools of mortgage loans or mortgage-related securities created by commercial banks, savings and loan institutions, private mortgage insurance companies and mortgage bankers. In effect, CMOs pass through the monthly payments made by individual borrowers on their mortgage loans. Prepayments of the mortgages included in the mortgage pool may influence the yield of the CMO. In addition, prepayments usually increase when interest rates are decreasing, thereby decreasing the life of the pool. As a result, reinvestment of prepayments may be at a lower rate than that on the original CMO. There are different classes of CMOs, and certain classes have priority over others with respect to prepayment of the mortgages. Timely payment of interest and principal (but not the market value) of these pools is supported by various forms of insurance or guarantees. The Fund may buy CMOs without insurance or guarantees if, in the opinion of the Adviser, the pooler is creditworthy or if rated A or better by S&P or Moodys. S&P and Moodys assign the same rating classifications to CMOs as they do to bonds. In the event that any CMOs are determined to be investment companies, the Fund will be subject to certain limitations under the 1940 Act.
The Fund may invest in commercial paper that is indexed to certain specific foreign currency exchange rates. The terms of such commercial paper provide that its principal amount is adjusted upwards or downwards (but not below zero) at maturity to reflect changes in the exchange rate between two currencies while the obligation is outstanding. The Fund will purchase such commercial paper with the currency in which it is denominated and, at maturity, will receive interest and principal payments thereon in that currency, but the amount or principal payable by the issuer at maturity will change in proportion to the change (if any) in the exchange rate between two specified currencies between the date the instrument is issued and the date the instrument matures. While such commercial paper entails the risk of loss of principal, the potential for realizing gains as a result of changes in foreign currency exchange rates enables the Fund to hedge or cross-hedge against a decline in the U.S. dollar value of investments denominated in foreign currencies while providing an attractive money market rate of return. The Fund will purchase such commercial paper for hedging purposes only, not for speculation.
For hedging purposes only, the Fund may invest in commercial paper with the principal amount indexed to the difference, up or down, in value between two foreign currencies. The Fund segregates asset accounts with an equivalent amount of cash, U.S. government securities or other highly liquid securities equal in value to this commercial paper. Principal may be lost, but the potential for gains in principal and interest may help the Fund cushion against the potential decline of the U.S. dollar value of foreign-denominated investments. At the same time, this commercial paper may provide an attractive money market rate of return.
The Fund may invest in securities that are convertible into common stock or other securities of the same or a different issuer or into cash within a particular period of time at a specified price or formula.
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Convertible securities are generally fixed income securities (but may include preferred stock) and generally rank senior to common stocks in a corporations capital structure and, therefore, entail less risk than the corporations common stock. The value of a convertible security is a function of its investment value (its value as if it did not have a conversion privilege), and its conversion value (the securitys worth if it were to be exchanged for the underlying security, at market value, pursuant to its conversion privilege).
To the extent that a convertible securitys investment value is greater than its conversion value, its price will be primarily a reflection of such investment value and its price will be likely to increase when interest rates fall and decrease when interest rates rise, as with a fixed-income security (the credit standing of the issuer and other factors may also have an effect on the convertible securitys value). If the conversion value exceeds the investment value, the price of the convertible security will rise above its investment value and, in addition, will sell at some premium over its conversion value. (This premium represents the price investors are willing to pay for the privilege of purchasing a fixed-income security with a possibility of capital appreciation due to the conversion privilege.) At such times the price of the convertible security will tend to fluctuate directly with the price of the underlying equity security. Convertible securities may be purchased by the Fund at varying price levels above their investment values and/or their conversion values in keeping with the Funds objective.
The Fund may invest in debt securities. The market value of debt securities generally varies in response to changes in interest rates and the financial condition of each issuer and the value of a hard asset if linked to the value of a hard asset. Debt securities with similar maturities may have different yields, depending upon several factors, including the relative financial condition of the issuers. A description of debt securities ratings is contained in Appendix B to the SAI. High grade means a rating of A or better by Moodys or S&P, or of comparable quality in the judgment of the Adviser or if no rating has been given by either service. Many securities of foreign issuers are not rated by these services. Therefore, the selection of such issuers depends to a large extent on the credit analysis performed by the Adviser. During periods of declining interest rates, the value of debt securities generally increases. Conversely, during periods of rising interest rates, the value of such securities generally declines. These changes in market value will be reflected in the Funds net asset value. Debt securities with similar maturities may have different yields, depending upon several factors, including the relative financial condition of the issuers. For example, higher yields are generally available from securities in the lower rating categories of S&P or Moodys.
However, the values of lower-rated securities generally fluctuate more than those of high-grade securities. Many securities of foreign issuers are not rated by these services. Therefore the selection of such issuers depends to a large extent on the credit analysis performed by the Adviser.
New issues of certain debt securities are often offered on a when-issued basis. That is, the payment obligation and the interest rate are fixed at the time the buyer enters into the commitment, but delivery and payment for the securities normally take place after the date of the commitment to purchase. The value of when-issued securities may vary prior to and after delivery depending on market conditions and changes in interest rate levels. However, the Fund does not accrue any income on these securities prior to delivery. The Fund will maintain in a segregated account with its Custodian an amount of cash or high quality securities equal (on a daily marked-to-market basis) to the amount of its commitment to purchase the when-issued securities. The Fund may also invest in low rated or unrated debt securities. Low rated debt securities present a significantly greater risk of default than do higher rated securities, in times of poor business or economic conditions, the Fund may lose interest and/or principal on such securities.
The Fund may also invest in various money market securities for cash management purposes or when assuming a temporary defensive position. Money market securities may include commercial paper, bankers acceptances, bank obligations, corporate debt securities, certificates of deposit, U.S. government securities and obligations of savings institutions.
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The Fund may invest in Depositary Receipts, which represent an ownership interest in securities of foreign companies (an underlying issuer) that are deposited with a depositary. Depositary Receipts are not necessarily denominated in the same currency as the underlying securities. Depositary Receipts include American Depositary Receipts (ADRs), Global Depositary Receipts (GDRs) and other types of Depositary Receipts (which, together with ADRs and GDRs, are hereinafter collectively referred to as Depositary Receipts). ADRs are dollar-denominated Depositary Receipts typically issued by a U.S. financial institution which evidence an ownership interest in a security or pool of securities issued by a foreign issuer. ADRs are listed and traded in the United States. GDRs and other types of Depositary Receipts are typically issued by foreign banks or trust companies, although they also may be issued by U.S. financial institutions, and evidence ownership interests in a security or pool of securities issued by either a foreign or a U.S. corporation. Generally, Depositary Receipts in registered form are designed for use in the U.S. securities market and Depositary Receipts in bearer form are designed for use in securities markets outside the United States.
Depositary Receipts may be sponsored or unsponsored. Sponsored Depositary Receipts are established jointly by a depositary and the underlying issuer, whereas unsponsored Depositary Receipts may be established by a depositary without participation by the underlying issuer. Holders of unsponsored Depositary Receipts generally bear all the costs associated with establishing unsponsored Depositary Receipts. In addition, the issuers of the securities underlying unsponsored Depository Receipts are not obligated to disclose material information in the United States and, therefore, there may be less information available regarding such issuers and there may not be a correlation between such information and the market value of the Depositary Receipts.
The Fund may also use futures contracts and options, forward contracts and swaps as part of various investment techniques and strategies, such as creating non-speculative synthetic positions (covered by segregation of liquid assets) or implementing cross-hedging strategies. A synthetic position is the duplication of cash market transaction when deemed advantageous by the Adviser for cost, liquidity or transactional efficiency reasons. A cash market transaction is the purchase or sale of the security or other asset for cash. Cross-hedging involves the use of one currency to hedge against the decline in the value of another currency. The use of such instruments as described herein involves several risks. First, there can be no assurance that the prices of such instruments and the hedge security or the cash market position will move as anticipated. If prices do not move as anticipated, the Fund may incur a loss on its investment, may not achieve the hedging protection it anticipated and/or may incur a loss greater than if it had entered into a cash market position. Second, investments in such instruments may reduce the gains which would otherwise be realized from the sale of the underlying securities or assets which are being hedged. Third, positions in such instruments can be closed out only on an exchange that provides a market for those instruments. There can be no assurance that such a market will exist for a particular futures contract or option. If the Fund cannot close out an exchange traded futures contract or option which it holds, it would have to perform its contract obligation or exercise its option to realize any profit and would incur transaction cost on the sale of the underlying assets. In addition, the use of derivative instruments involves the risk that a loss may be sustained as a result of the failure of the counterparty to the derivatives contract to make required payments or otherwise comply with the contracts terms.
When the Fund intends to acquire securities (or gold bullion or coins as the case may be) for its portfolio, it may use call options or futures contracts as a means of fixing the price of the security (or gold) it intends to purchase at the exercise price (in the case of an option) or contract price (in the case of futures contracts). An increase in the acquisition cost would be offset, in whole or part, by a gain on the option or futures contract. Options and futures contracts requiring delivery of a security may also be useful to the Fund in purchasing a large block of securities that would be more difficult to acquire by direct market purchases. If the Fund holds a call option rather than the underlying security itself, the Fund is partially protected from any unexpected decline in the market price of the underlying security and in such
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event could allow the call option to expire, incurring a loss only to the extent of the premium paid for the option. Using a futures contract would not offer such partial protection against market declines and the Fund would experience a loss as if it had owned the underlying security.
The Fund may invest in direct investments. Direct investments include (i) the private purchase from an enterprise of an equity interest in the enterprise in the form of shares of common stock or equity interests in trusts, partnerships, joint ventures or similar enterprises, and (ii) the purchase of such an equity interest in an enterprise from a principal investor in the enterprise. In each case the Fund will, at the time of making the investment, enter into a shareholder or similar agreement with the enterprise and one or more other holders of equity interests in the enterprise. The Adviser anticipates that these agreements may, in appropriate circumstances, provide the Fund with the ability to appoint a representative to the board of directors or similar body of the enterprise and for eventual disposition of the Fund investment in the enterprise. Such a representative of the Fund will be expected to provide the Fund with the ability to monitor its investment and protect its rights in the investment, and will not be appointed for the purpose of exercising management or control of the enterprise. Direct investments are generally considered illiquid and will be aggregated with other illiquid investments for purposes of the limitation on illiquid investments.
Certain of the Funds direct investments will include investments in smaller, less seasoned companies. These companies may have limited product lines, markets or financial resources, or they may be dependent on a limited management group. The Fund does not anticipate making direct investments in start-up operations, although it is expected that in some cases the Funds direct investments will fund new operations for an enterprise which itself is engaged in similar operations or is affiliated with an organization that is engaged in similar operations.
Direct investments may involve a high degree of business and financial risk that can result in substantial losses. Because of the absence of any public trading market for these investments, the Fund may take longer to liquidate these positions than would be the case for publicly traded securities. Although these securities may be resold in privately negotiated transactions, the prices on these sales could be less than those originally paid by the Fund. Furthermore, issuers whose securities are not publicly traded may not be subject to public disclosure and other investor protection requirements applicable to publicly traded securities. If such securities are required to be registered under the securities laws of one or more jurisdictions before being resold, the Fund may be required to bear the expense of the registration. Direct investments can be difficult to price and will be valued at fair value as determined in good faith by the Board. The pricing of direct investments may not be reflective of the price at which these assets could be liquidated.
Investors should recognize that investing in foreign securities involves certain special considerations that are not typically associated with investing in United States securities. Since investments in foreign companies will frequently involve currencies of foreign countries, and since the Fund may hold securities and funds in foreign currencies, the Fund may be affected favorably or unfavorably by changes in currency rates and in exchange control regulations, if any, and may incur costs in connection with conversions between various currencies. Most foreign stock markets, while growing in volume of trading activity, have less volume than the New York Stock Exchange (NYSE), and securities of some foreign companies are less liquid and more volatile than securities of comparable domestic companies. Similarly, volume and liquidity in most foreign bond markets are less than in the United States and at times, volatility of price can be greater than in the United States. Fixed commissions on foreign securities exchanges are generally higher than negotiated commissions on United States exchanges, although the Fund endeavors to achieve the most favorable net results on its portfolio transactions. There is generally less government supervision and regulation of securities exchanges, brokers and listed companies in foreign countries than in the United States.
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In addition, with respect to certain foreign countries, there is the possibility of exchange control restrictions, expropriation or confiscatory taxation, political, economic or social instability, which could affect investments in those countries. Foreign securities such as those purchased by the Fund may be subject to foreign government taxes, higher custodian fees, higher brokerage commissions and dividend collection fees which could reduce the yield on such securities.
Trading in futures contracts traded on foreign commodity exchanges may be subject to the same or similar risks as trading in foreign securities.
F OREIGN SECURITIES EMERGING MARKETS RISK
The Fund may have a substantial portion of its assets in emerging markets. An emerging market or emerging country is any country that the World Bank, the International Finance Corporation or the United Nations or its authorities has determined to have a low or middle income economy. Emerging countries can be found in regions such as Asia, Latin America, Africa and Eastern Europe. The countries that will not be considered emerging countries include the United States, Australia, Canada, Japan, New Zealand and most countries located in Western Europe such as Austria, Belgium, Denmark, Finland, France, Germany, Great Britain, Ireland, Italy, the Netherlands, Norway, Spain, Sweden and Switzerland.
Emerging market securities include securities which are (i) principally traded in the capital markets of an emerging market country; (ii) securities of companies that derive at least 50% of their total revenues from either goods produced or services performed in emerging countries or from sales made in emerging countries, regardless of where the securities of such companies are principally traded; (iii) securities of companies organized under the laws of, and with a principal office in an emerging country; (iv) securities of investment companies (such as country funds) that principally invest in emerging market securities; and (v) American Depositary Receipts (ADRs), American Depositary Shares (ADSs), European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs) with respect to the securities of such companies.
Investing in the equity and fixed income markets of developing countries involves exposure to potentially unstable governments, the risk of nationalization of businesses, restrictions on foreign ownership, prohibitions on repatriation of assets and a system of laws that may offer less protection of property rights. Emerging market economies may be based on only a few industries, may be highly vulnerable to changes in local and global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates.
Securities markets in these countries may trade a small number of securities, may have a limited number of issuers and a high proportion of shares or may be held by a relatively small number of persons or institutions. Local securities markets may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of substantial holdings difficult or impossible at times. Securities of issuers located in developing markets may have limited marketability and may be subject to more abrupt or erratic price movements. Many of these stock markets are undergoing a period of growth and change which may result in trading volatility, and in difficulties in the settlement and recording of transactions and in interpreting and applying the relevant law and regulations. In addition, stockbrokers and other intermediaries in emerging markets may not perform in the way their counterparts in the United States and other more developed securities markets do. The prices at which the Fund may acquire investments may be affected by trading by persons with material non-public information and by securities transactions by brokers in anticipation of transactions by the Fund in particular securities. Limited liquidity may impair the Funds ability to liquidate a position at the time and price it wishes to do so. In addition, the Funds ability to participate fully in the smaller, less liquid emerging markets may be limited by the policy restricting its investments in illiquid securities.
The securities markets in emerging markets are substantially smaller, less liquid and more volatile than the major securities markets in the United States. A high proportion of the shares of many
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issuers may be held by a limited number of persons and financial institutions, which may limit the number of shares available for investment by the portfolio. Similarly, volume and liquidity in the bond markets in Asia, Eastern and Central Europe and other emerging markets are less than in the United States and, at times, price volatility can be greater than in the United States. A limited number of issuers in Asian and emerging market securities markets may represent a disproportionately large percentage of market capitalization and trading value. The limited liquidity of securities markets in these regions may also affect the Funds ability to acquire or dispose of securities at the price and time it wishes to do so. Accordingly, during periods of rising securities prices in the more illiquid regions securities markets, the Funds abilities to participate fully in such price increases may be limited by its investment policies of investing not more than 15% of its net assets in illiquid securities. Conversely, the inability of the Fund to dispose fully and promptly of positions in declining markets will cause the Funds net asset values to decline as the values of the unsold positions are marked to lower prices. In addition, these securities markets are susceptible to being influenced by large investors trading significant blocks of securities.
The Fund may invest in Latin American, Asian, Eurasian and other countries with emerging economies or securities markets. Political and economic structures in many such countries may be undergoing significant evolution and rapid development, and such countries may lack the social, political and economic stability characteristic of the United States. Certain such countries have in the past failed to recognize private property rights and have at times nationalized or expropriated the assets of private companies. As a result, the risks described above, including the risks of nationalization or expropriation of assets, may be heightened. In addition, unanticipated political or social developments may affect the value of the Funds investments in those countries and the availability to the Fund of additional investments in those countries.
F OREIGN SECURITIES FOREIGN CURRENCY TRANSACTIONS
Under normal circumstances, consideration of the prospects for currency exchange rates will be incorporated into the long-term investment decisions made for the Fund with regard to overall diversification strategies. Although the Fund values its assets daily in terms of U.S. dollars, it does not intend physically to convert its holdings of foreign currencies into U.S. dollars on a daily basis. The Fund will do so from time to time, and investors should be aware of the costs of currency conversion. Although foreign exchange dealers do not charge a fee for conversion, they do realize a profit based on the difference (the spread) between the prices at which they are buying and selling various currencies. Thus, a dealer may offer to sell a foreign currency to the Fund at one rate, while offering a lesser rate of exchange should the Fund desire to resell that currency to the dealer. The Fund will use forward contracts, along with futures contracts, foreign exchange swaps and put and call options (all types of derivatives), to lock in the U.S. Dollar price of a security bought or sold and as part of its overall hedging strategy. The Fund will conduct its foreign currency exchange transactions, either on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange market, or through purchasing put and call options on, or entering into futures contracts or forward contracts to purchase or sell foreign currencies. See Derivatives.
Changes in currency exchange rates may affect the Funds net asset value and performance. There can be no assurance that the Adviser will be able to anticipate currency fluctuations in exchange rates accurately. The Fund may invest in a variety of derivatives and enter into hedging transactions to attempt to moderate the effect of currency fluctuations. The Fund may purchase and sell put and call options on, or enter into futures contracts or forward contracts to purchase or sell foreign currencies. This may reduce the Funds losses on a security when a foreign currencys value changes. Hedging against a change in the value of a foreign currency does not eliminate fluctuations in the prices of portfolio securities or prevent losses if the prices of such securities decline. Furthermore, such hedging transactions reduce or preclude the opportunity for gain if the value of the hedged currency should change relative to the other currency. Finally, when the Fund uses options and futures in anticipation of the purchase of a portfolio security to hedge against adverse movements in the securitys underlying currency, but the purchase of such security is subsequently deemed undesirable, the Fund may incur a gain or loss on the option or futures contract.
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The Fund will enter into forward contracts to duplicate a cash market transaction.
In those situations where foreign currency options or futures contracts, or options on futures contracts may not be readily purchased (or where they may be deemed illiquid) in the primary currency in which the hedge is desired, the hedge may be obtained by purchasing or selling an option, futures contract or forward contract on a secondary currency. The secondary currency will be selected based upon the Advisers belief that there exists a significant correlation between the exchange rate movements of the two currencies. However, there can be no assurances that the exchange rate or the primary and secondary currencies will move as anticipated, or that the relationship between the hedged security and the hedging instrument will continue. If they do not move as anticipated or the relationship does not continue, a loss may result to the Fund on its investments in the hedging positions.
A forward foreign currency contract, like a futures contract, involves an obligation to purchase or sell a specific amount of currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. Unlike foreign currency futures contracts which are standardized exchange-traded contracts, forward currency contracts are usually traded in the interbank market conducted directly between currency traders (usually large commercial banks) and their customers. A forward contract generally has no deposit requirement, and no commissions are charged at any stage for such trades.
The Adviser will not commit the Fund, at time of purchase, to deliver under forward contracts an amount of foreign currency in excess of the value of the Funds portfolio securities or other assets or obligations denominated in that currency. The Funds Custodian will place the securities being hedged, cash, U.S. government securities or debt or equity securities into a segregated account of the Fund in an amount equal to the value of the Funds total assets committed to the consummation of forward foreign currency contracts to ensure that the Fund is not leveraged beyond applicable limits. If the value of the securities placed in the segregated account declines, additional cash or securities will be placed in the account on a daily basis so that the value of the account will equal the amount of the Funds commitments with respect to such contracts. At the maturity of a forward contract, the Fund may either sell the portfolio security and make delivery of the foreign currency, or it may retain the security and terminate its contractual obligation to deliver the foreign currency prior to maturity by purchasing an offsetting contract with the same currency trader, obligating it to purchase, on the same maturity date, the same amount of the foreign currency. There can be no assurance, however, that the Fund will be able to effect such a closing purchase transaction.
It is impossible to forecast the market value of a particular portfolio security at the expiration of the contract. Accordingly, if a decision is made to sell the security and make delivery of the foreign currency it may be necessary for the Fund to purchase additional foreign currency on the spot market (and bear the expense of such purchase) if the market value of the security is less than the amount of foreign currency that the Fund is obligated to deliver.
If the Fund retains the portfolio security and engages in an offsetting transaction, the Fund will incur a gain or a loss to the extent that there has been movement in forward contract prices. Additionally, although such contracts tend to minimize the risk of loss due to a decline in the value of the hedged currency, at the same time, they tend to limit any potential gain which might result should the value of such currency increase.
F UTURES, WARRANTS AND SUBSCRIPTION RIGHTS
The Fund may buy and sell futures contracts which may include financial futures, security and interest-rate futures, stock and bond index futures contracts, foreign currency futures contracts and commodity futures. The Fund may engage in these transactions for hedging purposes and for other purposes. A security or interest-rate futures contract is an agreement between two parties to buy or sell a specified security at a set price on a future date. An index futures contract is an agreement to take or make delivery of an amount of cash based on the difference between the value of the index at the
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beginning and at the end of the contract period. A foreign currency futures contract is an agreement to buy or sell a specified amount of a currency for a set price on a future date. A commodity futures contract is an agreement to take or make delivery of a specified amount of a commodity, such as gold, at a set price on a future date.
The Fund will not commit more than 5% of its total assets to initial margin deposits on futures contracts and premiums on options on futures contracts, except that margin deposits for futures positions entered into for bona fide hedging purposes, as that term is defined in the Commodity Exchange Act, are excluded from the 5% limitation. As the value of the underlying asset fluctuates, either party to the contract is required to make additional margin payments, known as variation margin, to cover any additional obligation it may have under the contract. In addition, cash or high quality securities equal in value to the current value of the underlying securities less the margin requirement will be segregated, as may be required, with the Funds custodian to ensure that the Funds position is unleveraged. This segregated account will be marked-to-market daily to reflect changes in the value of the underlying futures contract.
Pursuant to a notice of eligibility claiming exclusion from the definition of Commodity Pool Operator filed with the National Futures Association on behalf of the Fund, neither the Trust nor the individual Fund is deemed to be a commodity pool operator under the Commodity Exchange Act (CEA), and, accordingly, they are not subject to registration or regulation as such under the CEA.
The use of financial futures contracts and commodity futures contracts, options on such futures contracts and commodities, may reduce the Funds exposure to fluctuations in the prices of portfolio securities and may prevent losses if the prices of such securities decline. Similarly, such investments may protect the Fund against fluctuation in the value of securities in which the Fund is about to invest.
The use of financial futures and commodity futures contracts and options on such futures contracts and commodities as hedging instruments involves several risks. First, there can be no assurance that the prices of the futures contracts or options and the hedged security or the cash market position will move as anticipated. If prices do not move as anticipated, the Fund may incur a loss on its investment, may not achieve the hedging protection anticipated and/or incur a loss greater than if it had entered into a cash market position. Second, investments in options, futures contracts and options on futures contracts may reduce the gains which would otherwise be realized from the sale of the underlying securities or assets which are being hedged. Third, positions in futures contracts and options can be closed out only on an exchange that provides a market for those instruments. There can be no assurances that such a market will exist for a particular futures contract or option. If the Fund cannot close out an exchange traded futures contract or option which it holds, it would have to perform its contractual obligation or exercise its option to realize any profit, and would incur transaction costs on the sale of the underlying assets.
Warrants are instruments that permit, but do not obligate, the holder to subscribe for other securities. Subscription rights are similar to warrants, but normally have a short duration and are distributed directly by the issuer to its shareholders. Warrants and rights are not dividend-paying investments and do not have voting rights like common stock. They also do not represent any rights in the assets of the issuer. As a result, warrants and rights may be considered more speculative than direct equity investments. In addition, the value of warrants and rights do not necessarily change with the value of the underlying securities and may cease to have value if they are not exercised prior to their expiration dates.
It is the policy the Fund to meet the requirements of the Internal Revenue Code of 1986, as amended (the Code) to qualify as a regulated investment company, to prevent double taxation of the Fund and its shareholders. One of the requirements is that at least 90% of the Funds gross income be derived from dividends, interest, payment with respect to securities loans and gains from the sale or other disposition of stocks or other securities. Gains from commodity futures contracts do not currently qualify as income for purposes of the 90% test. The extent to which the Fund may engage in options and futures contract transactions may be materially limited by this test.
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The Fund may invest in initial public offerings (IPOs) of common stock or other primary or secondary syndicated offerings of equity or debt securities issued by a corporate issuer. A purchase of IPO securities often involves higher transaction costs than those associated with the purchase of securities already traded on exchanges or markets. IPO securities are subject to market risk and liquidity risk. The market value of recently issued IPO securities may fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading and speculation, a potentially small number of securities available for trading, limited information about the issuer, and other factors. The Fund may hold IPO securities for a period of time, or may sell them soon after the purchase. Investments in IPOs could have a magnified impact either positive or negative on the Funds performance while the Funds assets are relatively small. The impact of an IPO on a Funds performance may tend to diminish as the Funds assets grow. In circumstances when investments in IPOs make a significant contribution to the Funds performance, there can be no assurance that similar contributions from IPOs will continue in the future.
I NVESTMENTS IN OTHER INVESTMENT COMPANIES
The Fund may invest in securities issued by other investment companies, including open end and closed end funds and ETFs, subject to the limitations under the 1940 Act. The Fund may invest in investment companies which are sponsored or advised by the Adviser and/or its affiliates (each, a Van Eck Investment Company). However, in no event will the Fund invest more than 5% of its net assets in any single Van Eck Investment Company.
The Funds investment in another investment company may subject the Fund indirectly to the underlying risks of the investment company. The Fund also will bear its share of the underlying investment companys fees and expenses, which are in addition to the Funds own fees and expenses. Shares of closed-end funds and ETFs may trade at prices that reflect a premium above or a discount below the investment companys net asset value, which may be substantial in the case of closed-end funds. If investment company securities are purchased at a premium to net asset value, the premium may not exist when those securities are sold and the Fund could incur a loss.
I NDEXED SECURITIES AND STRUCTURED NOTES
The Fund may invest in indexed securities, i.e., structured notes securities and index options, whose value is linked to one or more currencies, interest rates, commodities, or financial or commodity indices. An indexed security enables the investor to purchase a note whose coupon and/or principal redemption is linked to the performance of an underlying asset. Indexed securities may be positively or negatively indexed (i.e., their value may increase or decrease if the underlying instrument appreciates). Indexed securities may have return characteristics similar to direct investments in the underlying instrument or to one or more options on the underlying instrument. Indexed securities may be more volatile than the underlying instrument itself, and present many of the same risks as investing in futures and options. Indexed securities are also subject to credit risks associated with the issuer of the security with respect to both principal and interest.
Indexed securities may be publicly traded or may be two-party contracts (such two-party agreements are referred to hereafter collectively as structured notes). When the Fund purchases a structured note, it will make a payment of principal to the counterparty. Some structured notes have a guaranteed repayment of principal while others place a portion (or all) of the principal at risk. The Fund will purchase structured notes only from counterparties rated A or better by S&P, Moodys or another nationally recognized statistical rating organization. The Adviser will monitor the liquidity of structured notes under the supervision of the Board. Notes determined to be illiquid will be aggregated with other illiquid securities and will be subject to the Funds limitations on illiquid securities.
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The Fund may write, purchase or sell covered call or put options. An options transaction involves the writer of the option, upon receipt of a premium, giving the right to sell (call option) or buy (put option) an underlying asset at an agreed upon exercise price. The holder of the option has the right to purchase (call option) or sell (put option) the underlying asset at the exercise price. If the option is not exercised or sold, it becomes worthless at its expiration date and the premium payment is lost to the option holder. As the writer of an option, the Fund keeps the premium whether or not the option is exercised. When the Fund sells a covered call option, which is a call option with respect to which the Fund owns the underlying assets, the Fund may lose the opportunity to realize appreciation in the market price of the underlying asset, or may have to hold the underlying asset, which might otherwise have been sold to protect against depreciation. A covered put option written by the Fund exposes it during the term of the option to a decline in the price of the underlying asset. A put option sold by the Fund is covered when, among other things, cash or short-term liquid securities are placed in a segregated account to fulfill the obligations undertaken. Covering a put option sold does not reduce the risk of loss.
The Fund may invest in options which are either listed on a domestic securities exchange or traded on a recognized foreign exchange. In addition, the Fund may purchase or sell over-the-counter options for dealers or banks to hedge securities or currencies as approved by the Board. In general, exchange traded options are third party contracts with standardized prices and expiration dates. Over-the-counter options are two party contracts with price and terms negotiated by the buyer and seller, are generally considered illiquid, and will be subject to the limitation on investments in illiquid securities.
Securities paid for on an installment basis. A partly paid security trades net of outstanding installment paymentsthe buyer takes over payments. The buyers rights are typically restricted until the security is fully paid. If the value of a partly-paid security declines before the Fund finishes paying for it, the Fund will still owe the payments, but may find it hard to sell and as a result will incur a loss.
The Fund may not purchase or sell real estate, except that the Fund may invest in securities of issuers that invest in real estate or interests therein. These include equity securities of REITs and other real estate industry companies or companies with substantial real estate investments. The Fund is therefore subject to certain risks associated with direct ownership of real estate and with the real estate industry in general. These risks include, among others: possible declines in the value of real estate; possible lack of availability of mortgage funds; extended vacancies of properties; risks related to general and local economic conditions; overbuilding; increases in competition, property taxes and operating expenses; changes in zoning laws; costs resulting from the clean-up of, and liability to third parties for damages resulting from, environmental problems; casualty or condemnation losses; uninsured damages from floods, earthquakes or other natural disasters; limitations on and variations in rents; and changes in interest rates.
REITs are pooled investment vehicles whose assets consist primarily of interest in real estate and real estate loans. REITs are generally classified as equity REITs, mortgage REITs or hybrid REITs. Equity REITs own interest in property and realize income from the rents and gain or loss from the sale of real estate interests. Mortgage REITs invest in real estate mortgage loans and realize income from interest payments on the loans. Hybrid REITs invest in both equity and debt. Equity REITs may be operating or financing companies. An operating company provides operational and management expertise to and exercises control over, many if not most operational aspects of the property. REITs are not taxed on income distributed to shareholders, provided they comply with several requirements of the Code.
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Investing in REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent upon management skills, are not diversified, and are subject to the risks of financing projects. REITs are subject to heavy cash flow dependency, default by borrowers, self-liquidation and the possibilities of failing to qualify for the exemption from tax for distributed income under the Code. REITs (especially mortgage REITs) are also subject to interest rate risk (i.e., as interest rates rise, the value of the REIT may decline).
The Fund may enter into a repurchase agreement. It is the current policy of the Fund not to invest in repurchase agreements that do not mature within seven days if any such investment, together with any other illiquid assets held by the Fund, amounts to more than 15% of its net assets.
Repurchase agreements, which may be viewed as a type of secured lending by the Fund, typically involve the acquisition by the Fund of debt securities from a selling financial institution such as a bank, savings and loan association or broker-dealer. The agreement provides that the Fund will sell back to the institution, and that the institution will repurchase, the underlying security serving as collateral at a specified price and at a fixed time in the future, usually not more than seven days from the date of purchase. The collateral will be marked-to-market daily to determine that the value of the collateral, as specified in the agreement, does not decrease below the purchase price plus accrued interest. If such decrease occurs, additional collateral will be requested and, when received, added to the account to maintain full collateralization. The Fund will accrue interest from the institution until the time when the repurchase is to occur. While repurchase agreements involve certain risks not associated with direct investments in debt securities, the Fund will only enter into a repurchase agreement where (i) the underlying securities are of the type which the Funds investment policies would allow it to purchase directly, (ii) the market value of the underlying security, including accrued interest, will be at all times be equal to or exceed the value of the repurchase agreement, and (iii) payment for the underlying securities is made only upon physical delivery or evidence of book-entry transfer to the account of the custodian or a bank acting as agent.
R ULE 144A AND SECTION 4(2) SECURITIES
The Fund may invest in securities which are subject to restrictions on resale because they have not been registered under the Securities Act of 1933, or which are otherwise not readily marketable.
Rule 144A under the Securities Act of 1933 allows a broader institutional trading market for securities otherwise subject to restriction on resale to the general public. Rule 144A establishes a safe harbor from the registration requirements of the Securities Act of 1933 of resale of certain securities to qualified institutional buyers.
The Adviser will monitor the liquidity of restricted securities in the Funds holdings under the supervision of the Board. In reaching liquidity decisions, the Adviser will consider, among other things, the following factors: (1) the frequency of trades and quotes for the security; (2) the number of dealers wishing to purchase or sell the security and the number of other potential purchasers; (3) dealer undertakings to make a market in the security; and (4) the nature of the security and the nature of the marketplace trades (e.g., the time needed to dispose of the security, the method of soliciting offers and the mechanisms of the transfer).
In addition, commercial paper may be issued in reliance on the private placement exemption from registration afforded by Section 4(2) of the Securities Act of 1933. Such commercial paper is restricted as to disposition under the federal securities laws and, therefore, any resale of such securities must be effected in a transaction exempt from registration under the Securities Act of 1933. Such
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commercial paper is normally resold to other investors through or with the assistance of the issuer or investment dealers who make a market in such securities, thus providing liquidity.
Securities eligible for resale pursuant to Rule 144A under the Securities Act of 1933 and commercial paper issued in reliance on the Section 4(2) exemption under the 1940 Act may be determined to be liquid in accordance with guidelines established by the Board for purposes of complying with investment restrictions applicable to investments by the Fund in illiquid securities. To the extent such securities are determined to be illiquid, they will be aggregated with other illiquid investments for purposes of the limitation on illiquid investments.
The Fund may lend securities to parties such as broker-dealers or other institutions. Securities lending allows the Fund to retain ownership of the securities loaned and, at the same time, earn additional income. The borrower provides the Fund with collateral in an amount at least equal to the value of the securities loaned. The Fund maintains the ability to obtain the right to vote or consent on proxy proposals involving material events affecting securities loaned. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. These delays and costs could be greater for foreign securities. If the Fund is not able to recover the securities loaned, the Fund may sell the collateral and purchase a replacement investment in the market. The value of the collateral could decrease below the value of the replacement investment by the time the replacement investment is purchased. Cash received as collateral through loan transactions will generally be invested in shares of a money market fund. Investing this cash subjects that investment, as well as the securities loaned, to market appreciation or depreciation
The Fund may make short sales of equity securities. The Fund will establish a segregated account with respect to its short sales and maintain in the account cash not available for investment or U.S. Government securities or other liquid, high-quality securities having a value equal to the difference between (i) the market value of the securities sold short at the time they were sold short and (ii) any cash, U.S. Government securities or other liquid, high-quality securities required to be deposited as collateral with the broker in connection with the short sale (not including the proceeds from the short sale). The segregated account will be marked to market daily, so that (i) the amount in the segregated account plus the amount deposited with the broker as collateral equals the current market value of the securities sold short and (ii) in no event will the amount in the segregated account plus the amount deposited with the broker as collateral fall below the original value of the securities at the time they were sold short.
The Fund may enter into swap agreements. A swap is a derivative in the form of an agreement to exchange the return generated by one instrument for the return generated by another instrument. The payment streams are calculated by reference to a specified index and agreed upon notional amount. The term specified index includes currencies, fixed interest rates, prices, total return on interest rate indices, fixed income indices, stock indices and commodity indices (as well as amounts derived from arithmetic operations on these indices). For example, the Fund may agree to swap the return generated by a fixed income index for the return generated by a second fixed income index. The currency swaps in which the Fund may enter will generally involve an agreement to pay interest streams in one currency based on a specified index in exchange for receiving interest streams denominated in another currency. Such swaps may involve initial and final exchanges that correspond to the agreed upon notional amount. The swaps in which the Fund may engage also include rate caps, floors and collars under which one party pays a single or periodic fixed amount(s) (or premium), and the other party pays periodic amounts based on the movement of a specified index.
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Swaps do not involve the delivery of securities, other underlying assets, or principal. Accordingly, the risk of loss with respect to swaps is limited to the net amount of payments that the Fund is contractually obligated to make. If the other party to a swap defaults, the Funds risk of loss consists of the net amount of payments that the Fund is contractually entitled to receive. Currency swaps usually involve the delivery of the entire principal value of one designated currency in exchange for the other designated currency. Therefore, the entire principal value of a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations. If there is a default by the counterparty, the Fund may have contractual remedies pursuant to the agreements related to the transaction. The use of swaps is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary fund securities transactions. If the Adviser is incorrect in its forecasts of market values, interest rates, and currency exchange rates, the investment performance of the Fund would be less favorable than it would have been if this investment technique were not used.
W HEN, AS AND IF ISSUED SECURITIES
The Fund may purchase securities on a when, as and if issued basis, under which the issuance of the security depends upon the occurrence of a subsequent event, such as approval of a merger, corporate reorganization or debt restructuring. The commitment for the purchase of any such security will not be recognized by the Fund until the Adviser determines that issuance of the security is probable. At that time, the Fund will record the transaction and, in determining its net asset value, will reflect the value of the security daily. At that time, the Fund will also earmark or establish a segregated account on the Funds books in which it will maintain cash, cash equivalents or other liquid portfolio securities equal in value to recognized commitments for such securities. The value of the Funds commitments to purchase the securities of any one issuer, together with the value of all securities of such issuer owned by the Fund, may not exceed 5% (2% in the case of warrants which are not listed on an exchange) of the value of the Funds total assets at the time the initial commitment to purchase such securities is made. An increase in the percentage of the Fund assets committed to the purchase of securities on a when, as and if issued basis may increase the volatility of its net asset value. The Fund may also sell securities on a when, as and if issued basis provided that the issuance of the security will result automatically from the exchange or conversion of a security owned by the Fund at the time of sale.
F UNDAMENTAL INVESTMENT RESTRICTIONS
The following investment restrictions are in addition to those described in the Prospectus. These investment restrictions are fundamental and may be changed with respect to the Fund only with the approval of the holders of a majority of the Funds outstanding voting securities as defined in the 1940 Act. As to any of the following investment restrictions, if a percentage restriction is adhered to at the time of investment, a later increase or decrease in percentage resulting from a change in value of portfolio securities or amount of net assets will not be considered a violation of the investment restriction. In the case of borrowing, however, the Fund will promptly take action to reduce the amount of the Funds borrowings outstanding if, because of changes in the net asset value of the Fund due to market action, the amount of such borrowings exceeds one-third of the value of the Funds net assets. The fundamental investment restrictions are as follows:
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The Fund may not: |
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1. |
Borrow money, except as permitted under the 1940 Act, as amended and as interpreted or modified by regulation from time to time. |
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2. |
Engage in the business of underwriting securities issued by others, except to the extent that the Fund may be considered an underwriter within the meaning of the Securities Act of 1933 in the disposition of restricted securities or in connection with its investments in other investment companies. |
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3. |
Make loans, except that the Fund may (i) lend portfolio securities, (ii) enter into repurchase agreements, (iii) purchase all or a portion of an issue of debt securities, bank loan participation interests, bank certificates of deposit, bankers acceptances, debentures or other securities, whether or not the purchase is made upon the original issuance of the securities, and (iv) participate in an interfund lending program with other registered investment companies. |
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4. |
Issue senior securities, except as permitted under the 1940 Act, as amended and as interpreted or modified by regulation from time to time. |
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5. |
Purchase or sell real estate, except that the Fund may (i) invest in securities of issuers that invest in real estate or interests therein, (ii) invest in mortgage-related securities and other securities that are secured by real estate or interests therein, and (iii) hold and sell real estate acquired by the Fund as a result of the ownership of securities. |
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6. |
Purchase or sell commodities, unless acquired as a result of owning securities or other instruments, but it may purchase, sell or enter into financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments and may invest in securities or other instruments backed by commodities. |
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7. |
Purchase any security if, as a result of that purchase, 25% or more of its total assets would be invested in securities of issuers having their principal business activities in the same industry. This limit does not apply to securities issued or guaranteed by the U.S. government, its agencies or instrumentalities. |
P ORTFOLIO HOLDINGS DISCLOSURE
The Fund has adopted policies and procedures governing the disclosure of information regarding the Funds portfolio holdings. They are reasonably designed to prevent selective disclosure of the Funds portfolio holdings to third parties, other than disclosures that are consistent with the best interests of the Funds shareholders. The Board is responsible for overseeing the implementation of these policies and procedures, and will review them annually to ensure their adequacy.
These policies and procedures apply to employees of the Funds Adviser, administrator, principal underwriter, and all other service providers to the Fund that, in the ordinary course of their activities, come into possession of information about the Funds portfolio holdings. These policies and procedures are made available to each service provider.
The following outlines the policies and procedures adopted by the Fund regarding the disclosure of portfolio related information:
Generally, it is the policy of the Fund that no current or potential investor (or their representative), including any Fund shareholder (collectively, Investors), shall be provided information about the Funds portfolio on a preferential basis in advance of the provision of that same information to other investors.
Disclosure to Investors: Limited portfolio holdings information for the Fund is available to all investors on the Van Eck website at vaneck.com. Information regarding the Funds top holdings and country and sector weightings, updated as of each month-end, is located on this website. Generally, this information is posted to the website within 30 days of the end of the applicable month. This information generally remains available on the website until new information is posted. The Fund reserves the right to exclude any portion of these portfolio holdings from publication when deemed in the best interest of the Fund, and to discontinue the posting of portfolio holdings information at any time, without prior notice.
Best Interest of the Fund: Information regarding the Funds specific security holdings, sector weightings, geographic distribution, issuer allocations and related information (Portfolio-Related
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Information), shall be disclosed to the public only (i) as required by applicable laws, rules or regulations, (ii) pursuant to the Funds Portfolio-Related Information disclosure policies and procedures, or (iii) otherwise when the disclosure of such information is determined by the Trusts officers to be in the best interest of Fund shareholders.
Conflicts of Interest: Should a conflict of interest arise between the Fund and any of the Funds service providers regarding the possible disclosure of Portfolio-Related Information, the Trusts officers shall resolve any conflict of interest in favor of the Funds interest. In the event that an officer of the Fund is unable to resolve such a conflict of interest, the matter shall be referred to the Trusts Audit Committee for resolution.
Equality of Dissemination: Shareholders of the Fund shall be treated alike in terms of access to the Funds portfolio holdings. With the exception of certain selective disclosures, noted in the paragraph below, Portfolio-Related Information, with respect to the Fund, shall not be disclosed to any Investor prior to the time the same information is disclosed publicly (e.g., posted on the Funds website). Accordingly, all Investors will have equal access to such information.
Selective Disclosure of Portfolio-Related Information in Certain Circumstances: In some instances, it may be appropriate for the Fund to selectively disclose the Funds Portfolio-Related Information (e.g., for due diligence purposes, disclosure to a newly hired adviser or sub-adviser, or disclosure to a rating agency) prior to public dissemination of such information.
Conditional Use of Selectively-Disclosed Portfolio-Related Information: To the extent practicable, each of the Trusts officers shall condition the receipt of Portfolio-Related Information upon the receiving partys written agreement to both keep such information confidential and not to trade Fund shares based on this information.
Compensation: No person, including officers of the Fund or employees of other service providers or their affiliates, shall receive any compensation in connection with the disclosure of Portfolio-Related Information. Notwithstanding the foregoing, the Fund reserves the right to charge a nominal processing fee, payable to the Fund, to non-shareholders requesting Portfolio Related Information. This fee is designed to offset the Funds costs in disseminating such information.
Source of Portfolio Related Information: All Portfolio-Related Information shall be based on information provided by the Funds administrator(s)/accounting agent.
The Fund may provide non-public portfolio holdings information to third parties in the normal course of their performance of services to the Fund, including to the Funds auditors; custodian; financial printers; counsel to the Fund or counsel to the Funds independent trustees; regulatory authorities; and securities exchanges and other listing organizations. In addition, the Fund may provide non-public portfolio holdings information to data providers, fund ranking/rating services, and fair valuation services. The entities to which the Fund voluntarily discloses portfolio holdings information are required, either by explicit agreement or by virtue of their respective duties to the Fund, to maintain the confidentiality of the information disclosed. Generally, information that is provided to these parties, in the ordinary course of business, is provided on a quarterly basis, with at least a 30 day lag period.
There can be no assurance that the Funds policies and procedures regarding selective disclosure of the Funds portfolio holdings will protect the Fund from potential misuse of that information by individuals or entities to which it is disclosed.
The Board shall be responsible for overseeing the implementation of these policies and procedures. These policies and procedures shall be reviewed by the Board on an annual basis for their continuing appropriateness.
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Additionally, the Fund shall maintain and preserve permanently in an easily accessible place a written copy of these policies and procedures. The Fund shall also maintain and preserve, for a period not less than six years (the first two years in an easily accessible place), all Portfolio-Related Information disclosed to the public.
Currently, there are no agreements in effect where non-public information is disclosed or provided to a third party. Should the Fund or Adviser establish such an agreement with another party, the agreement shall bind the party to confidentiality requirements and the duty not to trade on non-public information.
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The following information supplements and should be read in conjunction with the section in the Prospectus entitled How the Fund is Managed Management of the Fund.
Van Eck Associates Corporation, the Adviser, acts as investment manager to the Trust and, subject to the supervision of the Board, is responsible for the day-to-day investment management of the Fund. The Adviser is a private company with headquarters in New York and manages other mutual funds, ETFs, private investment funds and separate accounts. The Adviser serves as investment manager to the Fund pursuant to the Advisory Agreement between the Trust and the Adviser. The Adviser has entered into Sub-Advisory Agreements with the following Sub-Advisers with respect to the Fund: Aristos Capital Management, LLC (Aristos), Centaur Performance Group, LLC (Centaur), Dix Hills Partners, LLC (Dix Hills), Lazard Asset Management LLC (LAM), Martingale Asset Management, L.P. (Martingale), PanAgora Asset Management, Inc. (PanAgora), Primary Funds, LLC (Primary) and Tetra Capital Management LLC (Tetra). As of the date of this SAI, the Funds assets have been allocated among Centaur, Dix Hills, Primary Funds and Tetra. In addition, the Adviser has retained Explorer to act as a Sub-Adviser to the Fund and to assist it in determining the appropriate allocation of the Funds assets among the Funds other Sub-Advisers as well as Underlying Funds. Explorer will not directly manage assets of the Fund. The Adviser and Sub-Advisers furnish an investment program for the Fund and determine, subject to the overall supervision and review of the Board, what investments should be purchased, sold or held. With respect to the Fund, the Adviser recommends to the Board the employment, termination and replacement of Sub-Advisers.
The Adviser or its affiliates provide the Fund with office space, facilities and simple business equipment and provide the services of executive and clerical personnel for administering the affairs of the Fund. Except as provided for in the Advisory Agreement, the Adviser or its affiliates compensate all executive and clerical personnel and Trustees of the Trust if such persons are employees or affiliates of the Adviser or its affiliates. The advisory fee is computed daily and paid monthly.
The Advisory Agreement and Sub-Advisory Agreements each provide that it shall continue in effect from year to year with respect to the Fund as long as it is approved at least annually by (i) the Board or (2) by a vote of a majority of the outstanding voting securities of the Fund (as defined in the 1940 Act), provided that in either event such continuance is also approved by a majority of the Board who are not interested persons (as defined in the 1940 Act) of the Trust by a vote cast in person at a meeting called for the purpose of voting on such approval. The Advisory Agreement and Sub-Advisory Agreements are terminable without penalty, on 60 days notice, by the Board or by the vote of the holders of a majority (as defined in the 1940 Act) of the Funds outstanding voting securities. The Advisory Agreement and Sub-Advisory Agreements are also terminable upon 60 days notice by the Adviser and will terminate automatically if they are assigned (as defined in the 1940 Act).
The management fee for the Fund is at an annual rate of (i) 1.00% of the Funds average daily net assets that are managed by the Adviser, and not by a Sub-Adviser, and that are invested in Underlying Funds; and (ii) 1.60% of the Funds average daily net assets with respect to all other assets of the Fund. These fees are computed daily and paid monthly. For the most recent fiscal period ended December 31, 2009, the Adviser earned a fee in the amount of $87,250, which amount is equal to 1.31% of the average daily net asset value of the Fund for the period.
The Adviser pays the Sub-Advisers a fee out of the management fee paid to the Adviser. The Fund is not responsible for the payment of the fee to the Sub-Advisers. For the most recent fiscal period ended December 31, 2009, the aggregate fees paid by the Adviser to the Sub-Advisers was $30,626, which amount is equal to 0.46% of the average daily net asset value of the Fund for the period.
For the most recent fiscal period ended December 31, 2009, the Adviser assumed expenses in the amount of $33,664.
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Pursuant to the Advisory Agreement, the Trust has agreed to indemnify the Adviser for certain liabilities, including certain liabilities arising under the federal securities laws, unless such loss or liability results from willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties.
Shares of the Fund are offered on a continuous basis and are distributed through Van Eck Securities Corporation, the Distributor, 335 Madison Avenue, New York, New York, a wholly owned subsidiary of the Adviser. The Trustees of the Trust have approved a Distribution Agreement appointing the Distributor as distributor of shares of the Fund. The Trust has authorized one or more intermediaries (who are authorized to designate other intermediaries) to accept purchase and redemption orders on the Trusts behalf. The Trust will be deemed to have received a purchase or redemption order when the authorized broker or its designee accepts the order. Orders will be priced at the net asset value next computed after they are accepted by the authorized broker or its designee.
The Distribution Agreement provides that the Distributor will pay all fees and expenses in connection with printing and distributing prospectuses and reports for use in offering and selling shares of the Fund and preparing, printing and distributing advertising or promotional materials. The Fund will pay all fees and expenses in connection with registering and qualifying their shares under federal and state securities laws. The Distribution Agreement is reviewed and approved annually by the Board.
P LAN OF DISTRIBUTION (12B-1 PLAN)
The Fund (Class A) has adopted a Plan pursuant to Rule 12b-1 (a Plan) which provides for the compensation of brokers and dealers who sell shares of the Fund or provide servicing. The Plan is a compensation-type plan with a carry-forward provision, which provide that the Distributor recoup distribution expenses in the event the Plan is terminated. Pursuant to the Plan, the Distributor provides the Fund at least quarterly with a written report of the amounts expended under the Plan and the purpose for which such expenditures were made. The Trustees review such reports on a quarterly basis.
The Plan is reapproved annually for the Fund, by the Trustees of the Trust, including a majority of the Trustees who are not interested persons of the Fund and who have no direct or indirect financial interest in the operation of the Plan.
The Plan shall continue in effect as to the Fund, provided such continuance is approved annually by a vote of the Trustees in accordance with the Act. The Plan may not be amended to increase materially the amount to be spent for the services described therein without approval of the shareholders of the Fund, and all material amendments to the Plan must also be approved by the Trustees in the manner described above. The Plan may be terminated at any time, without payment of any penalty, by vote of a majority of the Trustees who are not interested persons of the Fund and who have no direct or indirect financial interest in the operation of the Plan, or by a vote of a majority of the outstanding voting securities of the Fund (as defined in the Act) on written notice to any other party to the Plan. The Plan will automatically terminate in the event of its assignment (as defined in the 1940 Act). So long as the Plan is in effect, the election and nomination of Trustees who are not interested persons of the Trust shall be committed to the discretion of the Trustees who are not interested persons. The Trustees have determined that, in their judgment, there is a reasonable likelihood that the Plan will benefit the Fund and their shareholders. The Fund will preserve copies of the Plan and any agreement or report made pursuant to Rule 12b-1 under the Act, for a period of not less than six years from the date of the Plan or such agreement or report, the first two years in an easily accessible place. For additional information regarding the Plan, see the Prospectus.
For the fiscal period ended December 31, 2009, it is estimated that the Distributor spent the amounts accrued under the Plan in the following ways:
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CLASS A |
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Total 12b-1 Fees |
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$ |
12,870 |
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Compensation to Dealers |
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(8,945 |
) |
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Net 12b-1 Fees |
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3,925 |
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Expenditures: |
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Printing and Mailing |
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(30,120 |
) |
Telephone and Internal Sales |
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(12,569 |
) |
Marketing Department |
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(421 |
) |
External Wholesalers |
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(2,575 |
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Total Expenditures |
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(45,685 |
) |
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Expenditures in Excess of Net 12b-1 Fees |
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(41,760 |
) |
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A DMINISTRATIVE AND PROCESSING SUPPORT PAYMENTS.
The Fund may make payments (either directly or as reimbursement to the Distributor or an affiliate of the Distributor for payments made by the Distributor) to financial intermediaries (such as brokers or third party administrators) for providing the types of services that would typically be provided by the Funds transfer agent, including sub-accounting, sub-transfer agency or similar recordkeeping services, shareholder reporting, shareholder transaction processing, and/or the provision of call center support. These payments will be in lieu of, and may differ from, amounts paid to the Funds transfer agent for providing similar services to other accounts. These payments may be in addition to any amounts the intermediary may receive as compensation for distribution or shareholder servicing pursuant to the Plan or as part of any revenue sharing or similar arrangement with the Distributor or its affiliates, as described elsewhere in the Prospectus.
P ORTFOLIO MANAGER COMPENSATION
Adviser
The Advisers portfolio managers are paid a fixed base salary and a bonus. The bonus is based upon the quality of investment analysis and management of the funds for which they serve as portfolio manager. Portfolio managers who oversee accounts with significantly different fee structures are generally compensated by discretionary bonus rather than a set formula to help reduce potential conflicts of interest. At times, the Adviser and affiliates manage accounts with incentive fees.
Aristos
Aristoss portfolio manager is responsible for managing all of the firms accounts including registered investment companies, in a sub-advisory capacity, pooled investment vehicles, and separate accounts. The portfolio manager is a significant equity owner in Aristos and as such, he is entitled to a share of the firms net income.
Centaur
Centaurs portfolio managers are generally responsible for managing multiple types of accounts that may, or may not, have investment objectives, strategies, risks and fees similar to those of the Fund. Portfolio managers responsible for managing a portion of the assets of the Fund may also manage other sub-advised registered investment companies, collective investment trusts, unregistered funds and/or other pooled investment vehicles, separate accounts, separately managed account programs (often
24
referred to as wrap accounts) and model portfolios. Centaur compensates portfolio managers by a competitive salary and bonus structure, which is determined both quantitatively and qualitatively. Salary and bonus are paid in cash. Portfolio managers are compensated on the performance of the aggregate group of portfolios managed by them rather than for a specific fund or account. Various factors are considered in the determination of a portfolio managers compensation. All of the portfolios managed by a portfolio manager are comprehensively evaluated to determine his or her positive and consistent performance contribution over time. Further factors include the amount of assets in the portfolios, as well as qualitative aspects that reinforce CPGs investment philosophy such as leadership, teamwork and mentoring. Total compensation is not fixed, but rather is based on the following factors: (i) maintenance of current knowledge and opinions on companies owned in the portfolio; (ii) generation and development of new investment ideas, including the quality of security analysis and identification of appreciation catalysts; (iii) ability and willingness to develop and share ideas on a team basis; and (iv) the performance results of the portfolios managed by the investment team.
Dix Hills
The Dix Hills portfolio manager responsible for the Fund is a founding shareholder of Dix Hills. Dix Hills compensates the portfolio manager through (1) a base salary and (2) a percentage of the net profits of the firm, paid quarterly. Salaries, and more appropriately, profit participations are also influenced by the operating performance of Dix Hills. While the salary of Dix Hillss portfolio manager is comparatively fixed, profit participations may fluctuate substantially from year to year, based on changes in financial performance. There are also certain retirement, insurance and other benefits that are broadly available to all Dix Hills employees. Cash bonuses and adjustments in base salary are typically paid or put into effect at or shortly after the December 31 fiscal year of Dix Hills.
Explorer
Explorer s management team is compensated through a combination of a guaranteed payment (base salary) and profit sharing. Management does not receive any benefits other than cash compensation. The profit share is based on profitability of the company at the end of the year.
LAM
LAM s portfolio managers are generally responsible for managing multiple types of accounts that may, or may not, invest in securities in which the Fund may invest or pursue a strategy similar to the Fund. Portfolio managers responsible for managing the portion of the assets of the Fund may also manage other registered investment companies, in a sub-advisory capacity or for LAM, collective investment trusts, unregistered funds and/or other pooled investment vehicles, separate accounts, separately managed account programs (often referred to as wrap accounts ) and model portfolios.
LAM compensates portfolio managers by a competitive salary and bonus structure, which is determined both quantitatively and qualitatively. Salary and bonus are paid in cash and stock. Portfolio managers are compensated on the performance of the aggregate group of portfolios managed rather than for a specific fund or account. Various factors are considered in the determination of a portfolio manager s compensation. All of the portfolios managed by a portfolio manager are comprehensively evaluated to determine his or her positive and consistent performance contribution over time. Further factors include the amount of assets in the portfolios as well as qualitative aspects that reinforce LAM s investment philosophy.
Total compensation is generally not fixed, but rather is based on the following factors: (i) leadership, teamwork and commitment, (ii) maintenance of current knowledge and opinions on companies owned in the portfolio; (iii) generation and development of new investment ideas, including the quality of security analysis and identification of appreciation catalysts; (iv) ability and willingness to develop and share ideas on a team basis; and (v) the performance results of the portfolios managed by the investment team. Variable bonus is based on the portfolio manager s quantitative performance as
25
measured by his ability to make investment decisions that contribute to the pre-tax absolute and relative returns of the accounts managed by them, by comparison of such account to a predetermined benchmark (as set forth in the prospectus) over the current fiscal year and the longer-term performance (3-, 5- or 10-year, if applicable) of such account, as well as performance of the account relative to peers. The portfolio manager s bonus also can be influenced by subjective measurement of the manager s ability to help others make investment decisions.
Martingale
Martingales portfolio managers are generally responsible for managing multiple types of accounts that may, or may not, have investment objective, strategies, risks and fees similar to those of the Fund. The portfolio managers responsible for managing a portion of the assets of the Fund may also manage other client portfolios for sub-advised registered investment companies, collective investment trusts, unregistered funds and/or other pooled investment vehicles, separate accounts, separately managed account programs (often referred to as wrap accounts) and model portfolios. In some cases, at the clients request, Martingales compensation can be based on investment performance.
Compensation for all Martingale investment professionals includes an annual base salary, an opportunity to earn a yearly bonus, an attractive profit-sharing retirement plan and an opportunity for partnership. Salary, bonus and profit-sharing partnership distributions are all cash-based compensation. Changes in salary or bonus for individual employees are based on traditional employee performance evaluation criteria. The pool of funds available for salary, bonuses and profit sharing are linked to the overall success of the firm. Today, 12 Martingale employees own limited partnership interest in the firm.
PanAgora
PanAgora s compensation package consists of base salary, a performance-based bonus, and equity incentives. Base salary and the performance bonus account for the majority of an employee s remuneration. All investment professionals and senior executives receive industry competitive salaries (based on an annual industry) and are rewarded with meaningful performance-based annual bonuses.
All employees of the firm are evaluated by comparing their performance against tailored and specific objectives. These goals are developed and monitored through the cooperation of employees and their immediate supervisors. The performance bonus elements may comprise cash and/or equity incentives at the discretion of management. We do not have any fixed targets relating to those elements.
Senior employees of the company can own up to 20% of PanAgora through restricted stocks and options, under the provisions of the PanAgora Employees Ownership Plan. To ensure the retention benefit of the plan, the ownership is subject to a vesting schedule. The ownership is primarily shared by members of the senior management team as well as senior investment and research professionals.
Primary
Christopher Moshy and Timothy Madey each own 50% of Primary, and are compensated equally based on the profits of Primary.
Tetra
The Portfolio Managers of Tetra are paid an annual guaranteed payment (base). All Managing Members are paid a share of the incentive fee earned (if any) by the applicable private investment funds and accounts managed by Tetra. Incentive fees are paid annually and are calculated as a percentage of each applicable portfolio s absolute returns for the calendar year. As equity owners of Tetra, the Managing Members are also entitled (in proportion to an agreed upon percentage) to a share of the management company s profits (if any). Tetra s profits (if any) are derived from the management and incentive fees from two private investment funds and other managed accounts with similar strategies.
26
P ORTFOLIO MANAGER SHARE OWNERSHIP
As of December 31, 2009, none of the Portfolio Managers owned any Shares of the Fund.
O THER ACCOUNTS MANAGED BY THE PORTFOLIO MANAGERS
Below is a table of the number of other accounts managed within each of the following categories and the total assets in the accounts managed within each category, as of December 31, 2009.
Adviser
|
|
|
|
|
|
Name of
|
Category of
|
Other Accounts Managed
|
Accounts with respect to which the advisory
|
||
Number of
|
Total Assets in
|
Number of Accounts |
Total Assets in
|
||
Jan van Eck |
Registered
|
1 |
$8.5 million |
0 |
$0 |
Other
pooled
|
0 |
$0 |
0 |
$0 |
|
Other accounts |
0 |
$0 |
0 |
$0 |
|
Stephen Scott |
Registered
|
1 |
$8.5 million |
0 |
$0 |
Other
pooled
|
0 |
$0 |
0 |
$0 |
|
Other accounts |
0 |
$0 |
0 |
$0 |
Aristos
|
|
|
|
|
|
Name of
|
Category of
|
Other Accounts Managed
|
Accounts with respect to which the advisory
|
||
Number of
|
Total Assets in
|
Number of Accounts |
Total Assets in
|
||
Lenny Shimunov |
Registered
|
1 |
$16.7 million |
0 |
$0 |
Other
pooled
|
3 |
$28.9 million |
3 |
$28.9 million |
|
Other accounts |
0 |
$0 |
0 |
$0 |
Centaur
|
|
|
|
|
|
Name of
|
Category of
|
Other Accounts Managed
|
Accounts with respect to which the advisory
|
||
Number of
|
Total Assets in
|
Number of Accounts |
Total Assets in
|
||
Henry Pizzutello |
Registered
|
0 |
$0 |
0 |
$0 |
Other
pooled
|
3 |
$94.8 million |
3 |
$94.8 million |
|
Other accounts |
1 |
$3.2 million |
1 |
$3.2 million |
27
|
|
|
|
|
|
Name of
|
Category of
|
Other Accounts Managed
|
Accounts with respect to which the advisory
|
||
Number of
|
Total Assets in
|
Number of Accounts |
Total Assets in
|
||
Esteban
|
Registered
|
0 |
$0 |
0 |
$0 |
Other
pooled
|
3 |
$94.8 million |
3 |
$94.8 million |
|
Other accounts |
1 |
$3.2 million |
2 |
$3.2 million |
|
Brad LoGatto |
Registered
|
0 |
$0 |
0 |
$0 |
Other
pooled
|
3 |
$94.8 million |
3 |
$94.8 million |
|
Other accounts |
1 |
$3.2 million |
1 |
$3.2 million |
Dix Hills
|
|
|
|
|
|
Name of
|
Category of
|
Other Accounts Managed
|
Accounts with respect to which the advisory
|
||
Number of
|
Total Assets
|
Number of Accounts |
Total Assets in
|
||
Joseph Baggett |
Registered
|
1 |
$1 million |
0 |
$0 |
Other
pooled
|
4 |
$94 million |
4 |
$94 million |
|
Other accounts |
31 |
$800 million |
23 |
$405 million |
Explorer
|
|
|
|
|
|
Name of
|
Category of
|
Other Accounts Managed
|
Accounts with respect to which the advisory
|
||
Number of
|
Total Assets in
|
Number of Accounts |
Total Assets in
|
||
Seth P. Platt |
Registered
|
0 |
$0 |
0 |
$0 |
Other
pooled
|
1 |
$10 million |
1 |
$10 million |
|
Other accounts |
2 |
$20 million |
2 |
$20 million |
LAM
|
|
|
|
|
|
Name of
|
Category of
|
Other Accounts Managed
|
Accounts with respect to which the advisory
|
||
Number of
|
Total Assets in
|
Number of Accounts |
Total Assets in
|
||
David Cleary |
Registered
|
2 |
$213.2 million |
0 |
$0 |
Other
pooled
|
2 |
$9 million |
0 |
$0 |
28
|
|
|
|
|
|
Name of
|
Category of
|
Other Accounts Managed
|
Accounts with respect to which the advisory
|
||
Number of
|
Total Assets in
|
Number of Accounts |
Total Assets in
|
||
|
Other accounts |
330 |
$425.9 million |
0 |
$0 |
Christopher
|
Registered
|
2 |
$213.2 million |
0 |
$0 |
Other
pooled
|
2 |
$9 million |
0 |
$0 |
|
Other accounts |
330 |
$425.9 million |
0 |
$0 |
Martingale
|
|
|
|
|
|
Name of
|
Category of
|
Other Accounts Managed
|
Accounts with respect to which the advisory
|
||
Number of
|
Total Assets in
|
Number of Accounts |
Total Assets in
|
||
William E.
|
Registered
|
3 |
$147.6 million |
0 |
$0 |
Other
pooled
|
10 |
$412.4 million |
1 |
$20.2 million |
|
Other accounts |
48 |
$1.874 billion |
4 |
$249.5 million |
|
Samuel Nathans |
Registered
|
3 |
$147.6 million |
0 |
$0 |
Other
pooled
|
10 |
$412.4 million |
1 |
$20.2 million |
|
Other accounts |
48 |
$1.874 billion |
4 |
$249.5 million |
|
James M.
|
Registered
|
3 |
$147.6 million |
0 |
$0 |
Other
pooled
|
10 |
$412.4 million |
1 |
$20.2 million |
|
Other accounts |
48 |
$1.874 billion |
4 |
$249.5 million |
PanAgora
|
|
|
|
|
|
Name of
|
Category of
|
Other Accounts Managed
|
Accounts with respect to which the advisory
|
||
Number of
|
Total Assets in
|
Number of Accounts |
Total Assets in
|
||
Edward Qian |
Registered
|
2 |
$44.9 million |
0 |
$0 |
Other
pooled
|
19 |
$2.513 billion |
4 |
$343.5 million |
|
Other accounts |
34 |
$2.794 billion |
5 |
$562.7 million |
29
|
|
|
|
|
|
Name of
|
Category of
|
Other Accounts Managed
|
Accounts with respect to which the advisory
|
||
Number of
|
Total Assets in
|
Number of Accounts |
Total Assets in
|
||
Patrick
|
Registered
|
0 |
$0 |
0 |
$0 |
Other
pooled
|
7 |
$598 million |
2 |
$31 million |
|
Other accounts |
9 |
$191 million |
2 |
$12.8 million |
|
Brian Belton |
Registered
|
0 |
$0 |
0 |
$0 |
Other
pooled
|
5 |
$502.4 million |
1 |
$4.3 million |
|
Other accounts |
2 |
$33.6 million |
1 |
$5.5 million |
Primary
|
|
|
|
|
|
Name of
|
Category of
|
Other Accounts Managed
|
Accounts with respect to which the advisory
|
||
Number of
|
Total Assets in
|
Number of Accounts |
Total Assets in
|
||
Christopher
|
Registered
|
0 |
$0 |
0 |
$0 |
Other
pooled
|
1 |
$9 million |
1 |
$9 million |
|
Other accounts |
3 |
$26 million |
3 |
$26 million |
|
Timothy Madey |
Registered
|
0 |
$0 |
0 |
$0 |
Other
pooled
|
1 |
$9 million |
1 |
$9 million |
|
Other accounts |
3 |
$26 million |
3 |
$26 million |
30
Tetra
|
|
|
|
|
|
Name of
|
Category of
|
Other Accounts Managed
|
Accounts with respect to which the advisory
|
||
Number of
|
Total Assets in
|
Number of Accounts |
Total Assets in
|
||
Timothy OToole |
Registered
|
0 |
$0 |
0 |
$0 |
Other
pooled
|
2 |
$18.2 million |
2 |
$15.6 million |
|
Other accounts |
2 |
$15.7 million |
2 |
$15.7 million |
|
William Wiese III |
Registered
|
0 |
$0 |
0 |
$0 |
Other
pooled
|
2 |
$18.2 million |
2 |
$15.6 million |
|
Other accounts |
2 |
$15.7 million |
2 |
$15.7 million |
31
P ORTFOLIO TRANSACTIONS AND BROKERAGE
When selecting brokers and dealers to handle the purchase and sale of portfolio securities, the Adviser and Sub-Advisers look for prompt execution of the order at a favorable price. Generally, the Adviser and Sub-Advisers work with recognized dealers in these securities, except when a better price and execution of the order can be obtained elsewhere. The Fund will not deal with affiliates in principal transactions unless permitted by exemptive order or applicable rule or regulation. The Adviser and Sub-Advisers owe a duty to their clients to provide best execution on trades effected.
The Adviser and Sub-Advisers assume general supervision over placing orders on behalf of the Trust for the purchase or sale of portfolio securities. If purchases or sales of portfolio securities of the Trust and one or more other investment companies or clients supervised by the Adviser and Sub-Advisers are considered at or about the same time, transactions in such securities are allocated among the several investment companies and clients in a manner deemed equitable to all by the Adviser and Sub-Advisers. In some cases, this procedure could have a detrimental effect on the price or volume of the security so far as the Trust is concerned. However, in other cases, it is possible that the ability to participate in volume transactions and to negotiate lower brokerage commissions will be beneficial to the Trust. The primary consideration is best execution.
The portfolio managers may deem it appropriate for one fund or account they manage to sell a security while another fund or account they manage is purchasing the same security. Under such circumstances, the portfolio managers may arrange to have the purchase and sale transactions effected directly between the funds and/or accounts (cross transactions). Cross transactions will be effected in accordance with procedures adopted pursuant to Rule 17a-7 under the 1940 Act.
Portfolio turnover may vary from year to year, as well as within a year. High turnover rates are likely to result in comparatively greater brokerage expenses. The overall reasonableness of brokerage commissions is evaluated by the Adviser and Sub-Advisers based upon their knowledge of available information as to the general level of commissions paid by other institutional investors for comparable services.
The Adviser or a Sub-Adviser may cause the Fund to pay a broker-dealer who furnishes brokerage and/or research services, a commission that is in excess of the commission another broker-dealer would have received for executing the transaction, if it is determined that such commission is reasonable in relation to the value of the brokerage and/or research services as defined in Section 28(e) of the Securities Exchange Act of 1934, as amended, which have been provided. Such research services may include, among other things, analyses and reports concerning issuers, industries, securities, economic factors and trends and portfolio strategy. Any such research and other information provided by brokers to the Adviser or a Sub-Adviser is considered to be in addition to and not in lieu of services required to be performed by the Adviser or a Sub-Adviser under its Agreement with the Trust. The research services provided by broker-dealers can be useful to the Adviser or a Sub-Adviser in serving its other clients or clients of the Advisers affiliates. The Trustees periodically review the Advisers and Sub-Advisers performance of its responsibilities in connection with the placement of portfolio transactions on behalf of the Fund. The Trustees also review the commissions paid by the Fund over representative periods of time to determine if they are reasonable in relation to the benefits to the Fund.
The Adviser does not consider sales of shares of the Fund as a factor in the selection of broker-dealers to execute portfolio transactions for the Fund. The Adviser has implemented policies and procedures pursuant to Rule 12b-1(h) that are reasonably designed to prevent the consideration of the sales of fund shares when selecting broker-dealers to execute trades.
Due to the potentially high rate of turnover, the Fund may pay a greater amount in brokerage commissions than a similar size fund with a lower turnover rate. The portfolio turnover rates of the Fund may vary greatly from year to year. In addition, since the Fund may have a high rate of portfolio turnover,
32
the Fund may realize an increase in the rate of capital gains or losses. See Taxes in the Prospectus and the SAI.
33
TRUSTEES AND OFFICERS
LEADERSHIP STRUCTURE AND THE BOARD
The Board has general oversight responsibility with respect to the operation of the Trust and the Fund. The Board has engaged the Adviser to manage the Fund and is responsible for overseeing the Adviser and other service providers to the Trust and the Fund in accordance with the provisions of the 1940 Act and other applicable laws. The Board is currently composed of six (6) Trustees, each of whom is an Independent Trustee. In addition to five (5) regularly scheduled meetings per year, the Independent Trustees meet regularly in executive sessions among themselves and with their counsel to consider a variety of matters affecting the Trust. These sessions generally occur prior to, or during, scheduled Board meetings and at such other times as the Independent Trustees may deem necessary. Each Trustee attended at least 75% of the total number of meetings of the Board in the year ending December 31, 2009. As discussed in further detail below, the Board has established two (2) standing committees to assist the Board in performing its oversight responsibilities.
The Board has determined that the Boards leadership structure is appropriate in light of the characteristics and circumstances of the Trust and each of the Funds in the Fund Complex, including factors such as the number of series or portfolios that comprise the Trust and the Fund Complex, the variety of asset classes those series reflect, the net assets of the Fund, the committee structure of the Trust, and the management, distribution and other service arrangements of the Fund. In connection with its determination, the Board considered that the Board is comprised of only Independent Trustees, and thus the Chairman of the Board and the Chairman of each Board committee is an Independent Trustee. In addition, to further align the Independent Trustees interests with those of Fund shareholders, the Board has, among other things, adopted a policy requiring each Independent Trustee to maintain a minimum direct or indirect investment in the Funds.
The Chairman presides at all meetings of the Board and participates in the preparation of the agenda for such meetings. He also serves as a liaison with management, service providers, officers, attorneys, and the other Independent Trustees generally between meetings. The Chairman may also perform other such functions as may be delegated by the Board from time to time. The Independent Trustees believe that the Chairmans independence facilitates meaningful dialogue between the Adviser and the Independent Trustees. Except for any duties specified herein or pursuant to the Trusts charter document, the designation of Chairman does not impose on such Independent Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally.
The Independent Trustees regularly meet outside the presence of management and are advised by independent legal counsel. The Board has determined that its committees help ensure that the Trust has effective and independent governance and oversight. The Board also believes that its leadership structure facilitates the orderly and efficient flow of information to the Independent Trustees from management of the Trust, including the Adviser.
RISK OVERSIGHT
The Fund and the Trust are subject to a number of risks, including investment, compliance, operational, and valuation risks. Day-to-day risk management functions are within the responsibilities of the Adviser, the sub-advisers, the Distributor and the other service providers (depending on the nature of the risk) that carry out the Funds investment management, distribution and business affairs. Each of the Adviser, the sub-advisers, the Distributor and the other service providers have their own, independent interests and responsibilities in risk management, and their policies and methods of carrying out risk management functions will depend, in part, on their individual priorities, resources and controls.
Risk oversight forms part of the Boards general oversight of the Fund and the Trust and is addressed as part of various activities of the Board and its Committees. As part of its regular oversight of the Fund and Trust, the Board, directly or through a Committee, meets with representatives of various service providers and reviews reports from, among others, the Adviser, the sub-advisers, the Distributor, the Chief Compliance Officer of the Fund, and the independent registered public accounting firm for the Fund regarding risks faced by the Fund and relevant risk management functions. The Board, with the assistance of management, reviews investment policies and risks in connection with its review of the Funds performance. The Board has appointed a Chief Compliance Officer for the Fund who oversees the implementation and testing of the Funds compliance program and reports to the Board regarding compliance matters for the Fund and its principal service providers. Material changes to the compliance program are reviewed by and approved by the Board. In addition, as part of the Boards periodic review of the Funds advisory, sub-advisory, distribution and other service provider agreements, the Board may consider risk management aspects of their operations and the functions for which they are responsible, including the manner in which such service providers implement and administer their codes of ethics and related policies and procedures. For certain of its service providers, such as the Adviser and Distributor, the Board also reviews business continuity and disaster recovery plans. With respect to valuation, the Board approves and periodically reviews valuation policies and procedures applicable to valuing the Funds shares. The Adviser is responsible for the implementation and day-to-day administration of these valuation policies and procedures and provides reports periodically to the Board regarding these and related matters. In addition, the Board or the Audit Committee of the Board receives reports at least annually from the independent registered public accounting firm for the Fund regarding tests performed by such firm on the valuation of all securities. Reports received from the Adviser and the independent registered public accounting firm assist the Board in performing its oversight function of valuation activities and related risks.
34
The Board recognizes that not all risks that may affect the Trust can be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks to achieve the Trusts goals, and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. Moreover, reports received by the Trustees that may relate to risk management matters are typically summaries of the relevant information. As a result of the foregoing and other factors, the function of the Board with respect to risk management is one of oversight and not active involvement in, or coordination of, day-to-day-day risk management activities for the Trust. The Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.
TRUSTEE INFORMATION
The Trustees of the Trust, their address, position with the Trust, age and principal occupations during the past five years are set forth below.
35
|
|
(1) |
The address for each Trustee and officer is 335 Madison Avenue, 19th Floor, New York, New York 10017. |
|
|
(2) |
Each Trustee serves until resignation, death, retirement or removal. The Board established a mandatory retirement policy applicable to all independent Trustees, which provides that Independent Trustees shall resign from the Board on December 31 of the year such Trustee reaches the age of 75. |
|
|
(3) |
The Fund Complex consists of Van Eck Funds, Van Eck VIP Trust and Market Vectors ETF Trust. |
|
|
(A) |
Member of the Audit Committee. |
|
|
(G) |
Member of the Governance Committee. |
Set forth below is additional information relating to the professional experience, attributes and skills of each Trustee relevant to such individuals qualifications to serve as a Trustee:
|
|
|
Jon Lukomnik has extensive business and financial experience, particularly in the investment management industry. He currently serves as Managing Partner of Sinclair Capital LLC, a consulting firm to the investment management industry and is Program Director for IRRC Institute, a not-for-profit organization that funds research on corporate responsibility and investing. |
|
|
|
Jane DiRenzo Pigott has extensive business and financial experience and serves as Managing Director of R3 Group, LLC, a firm specializing in providing leadership, change and diversity/inclusion consulting services. Ms. Pigott has prior experience as an independent trustee of other mutual funds and previously served as chair of the global Environmental Law practice group at Winston & Strawn LLP. |
|
|
|
Wayne Shaner has extensive business and financial experience, particularly in the investment management industry. He currently serves as the Managing Partner of Rockledge Partners LLC, a registered investment adviser and as a Public Member of the Investment Committee of the Maryland State Retirement System. Mr. Shaner also has experience as an independent trustee of another mutual fund. |
|
|
|
Alastair Short has extensive business and financial experience, particularly in the investment management industry. He has served as a president, board member or executive officer of various businesses, including asset management and private equity investment firms. Mr. Short also serves as an independent director of an offshore investment company. |
|
|
|
Richard Stamberger has extensive business and financial experience and serves as the president, chief executive officer and board member of SmartBrief Inc., a media company. Mr. Stamberger has experience as a member of the board of directors of numerous not-for-profit organizations and has more than 15 years of experience as a member of the Board of the Trust. |
|
|
|
Robert Stelzl has extensive business and financial experience, particularly in the investment management and real estate industries. He currently serves as a court-appointed trustee for a number of family trusts for which he provides investment management services. |
The forgoing information regarding the experience, qualifications, attributes and skills of Trustees is provided pursuant to requirements of the SEC, and does not constitute holding out of the Board or any Trustee as having any special expertise or experience, and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.
COMMITTEE STRUCTURE
The Board has established a standing Audit Committee and a standing Governance Committee to assist the Board in the oversight and direction of the business and affairs of the Trust. Each Committee is comprised of all of the members of the Board, all of whom are Independent Trustees.
Audit Committee. This Committee met three times during 2009. The duties of this Committee include meeting with representatives of the Trusts independent registered public accounting firm to review fees, services, procedures, conclusions and recommendations of independent registered public accounting firms and to discuss the Trusts system of internal controls. Thereafter, the Committee reports to the Board the Committees findings and recommendations concerning internal accounting matters as well as its recommendation for retention or dismissal of the auditing firm. Mr. Short has served as the Chairman of the Audit Committee since January 1, 2006. Except for any duties specified herein or pursuant to the Trusts charter document, the designation of Chairman of the Audit Committee does not impose on such Independent Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally.
Governance Committee. This Committee met once during 2009. The duties of this Committee include consideration of recommendations on nominations for Trustees, review of the composition of the Board, and recommendations of meetings, compensation and similar matters. In addition, on an annual basis, the Governance Committee conducts an evaluation of the performance of the Board and its Committees, including the effectiveness of the Boards Committee structure and the number of Funds on whose Board each Trustee serves. When considering potential nominees for election to the Board and to fill vacancies occurring on the Board, where shareholder approval is not required, and as part of the annual self-evaluation, the Governance Committee reviews the mix of skills and other relevant experiences of the Trustees. Currently, Mr. Jon Lukomnik serves as the Chairman of the Governance Committee.
The Independent Trustees shall, when identifying candidates for the position of Independent Trustee, consider candidates recommended by a shareholder of the Fund if such recommendation provides sufficient background information concerning the candidate and evidence that the candidate is willing to serve as an Independent Trustee if selected, and is received in a sufficiently timely manner. Shareholders should address recommendations in writing to the attention of the Governance Committee, c/o the Secretary of the Trust. The Secretary shall retain copies of any shareholder recommendations which meet the foregoing requirements for a period of not more than 12 months following receipt. The Secretary shall have no obligation to acknowledge receipt of any shareholder recommendations.
36
OFFICER INFORMATION
The executive officers of the Trust, their age and address, the positions they hold with the Trust, their term of office and length of time served and their principal business occupations during the past five years are shown below.
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OFFICERS NAME,
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POSITION(S) HELD
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TERM OF
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PRINCIPAL OCCUPATIONS
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Russell G. Brennan, 45 |
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Assistant Vice President and Assistant Treasurer |
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Since 2008 |
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Assistant Vice President of the Adviser, Van Eck Associates Corporation (Since 2008); Manager (Portfolio Administration) of the Adviser (September 2005-October 2008); Vice President, Robeco Investment Management (July1990-September 2005); Officer of other investment companies advised by the Adviser. |
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Charles T. Cameron, 50 |
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Vice President |
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Since 1996 |
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Director of Trading (Since 1995) and Portfolio Manager (Since 1997) for the Adviser; Officer of other investment companies advised by the Adviser. |
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John Crimmins, 52 |
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Treasurer |
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Since 2009 |
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Vice President of Portfolio Administration of the Adviser (Since 2009); Vice President of Van Eck Securities Corporation (VESC) and Van Eck Absolute Return Advisers (VEARA) (Since 2009); Chief Financial, Operating and Compliance Officer, Kern Capital Management LLC (September 1997-February 2009); Officer of other investment companies advised by the Adviser. |
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Susan C. Lashley, 55 |
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Vice President |
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Since 1998 |
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Vice President of the Adviser and VESC; Officer of other investment companies advised by the Adviser. |
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Thomas K. Lynch, 53 |
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Chief Compliance Officer |
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Since 2007 |
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Chief Compliance Officer of the Adviser and VEARA (Since December 2006) and VESC (Since August 2008); Vice President of the Adviser, VEARA and VESC, Treasurer (April 2005-December 2006); Second Vice President of Investment Reporting, TIAA-CREF (January 1996-April 2005). Officer of other investment companies advised by the Adviser. |
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Laura I. Martínez, 30 |
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Assistant Vice President and Assistant Secretary |
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Since 2008 |
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Assistant Vice President, Associate General Counsel and Assistant Secretary of the Adviser, VESC and VEARA (Since 2008); Associate, Davis Polk & Wardwell (October 2005-June 2008);Stanford Law School (September 2002-June 2005); Officer of other investment companies advised by the Adviser. |
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Joseph J. McBrien, 61 |
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Senior Vice President, Secretary and Chief Legal Officer |
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Since 2005 |
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Senior Vice President, General Counsel and Assistant Secretary of the Adviser, VESC and VEARA (Since December 2005); Managing Director, Chatsworth Securities LLC (March 2001-November 2005); Officer of other investment companies advised by the Adviser. |
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Jonathan R. Simon, 35 |
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Vice President and Assistant Secretary |
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Since 2006 |
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Vice President, Associate General Counsel and Assistant Secretary of the Adviser, VESC and VEARA (Since 2006); Associate, Schulte Roth & Zabel (July 2004-July 2006);Officer of other investment companies advised by the Adviser. |
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Bruce J. Smith, 55 |
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Senior Vice President and Chief Financial Officer |
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Since 1985 |
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Senior Vice President, Chief Financial Officer, Treasurer and Controller of the Adviser, VESC and VEARA (Since 1997); Officer of other investment companies advised by the Adviser. |
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Derek S. van Eck, 45 |
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Chief Executive Officer and President |
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Since 2009 |
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Director, Executive Vice President, Chief Investment Officer and Owner of the Adviser; Director and Executive Vice President, VESC and VEARA; Officer of other investment companies advised by the Adviser. |
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Jan F. van Eck, 46 |
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Executive Vice President |
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Since 2005 |
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Director, Executive Vice President and Owner of the Adviser; Director and Executive Vice President of VESC; Director and President of VEARA; Trustee, President and Chief Executive Officer of Market Vectors ETF Trust; Officer of other investment companies advised by the Adviser. |
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(1) |
The address for each Executive Officer is 335 Madison Avenue, 19th Floor, New York, NY 10017. |
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(2) |
Officers are elected yearly by the Trustees. |
37
For each Trustee, the dollar range of equity securities beneficially owned by the Trustee in the Fund and in all registered investment companies advised by the Adviser (Family of Investment Companies) that are overseen by the Trustee is shown below.
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Name of Trustee |
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Dollar Range of Equity Securities in
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Aggregate Dollar Range of Equity
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Jon Lukomnik |
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None |
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Over $100,000 |
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Jane DiRenzo Pigott |
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None |
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Over $100,000 |
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Wayne Shaner |
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None |
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$1 - $10,000 |
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R. Alastair Short |
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None |
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$10,001 - $50,000 |
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Richard D. Stamberger |
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None |
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Over $100,000 |
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Robert Stelzl |
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None |
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$50,001 - $100,000 |
* Includes shares which may be deemed to be beneficially owned through the Trustee Deferred Compensation Plan.
As of March 31, 2010, all of the Trustees and Officers as a group owned less than 1% of shares outstanding of the Fund. As to each Independent Trustee and his/her immediate family members, no person owned beneficially or of record securities in an investment manager or principal underwriter of the Fund, or a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with the investment manager or principal underwriter of the Fund.
The Trustees are paid for services rendered to the Trust and the Van Eck VIP Trust (the Van Eck Trusts), each a registered investment company managed by the Adviser, which are allocated to each series of the Van Eck Trusts based on their average daily net assets. Each Independent Trustee is paid an annual retainer of $40,000, a per meeting fee of $5,000 for scheduled quarterly meetings of the Board and each special meeting of the Board and a per meeting fee of $2,500 for telephonic meetings. The Van Eck Trusts pay the Chairman of the Board an annual retainer of $15,000, the Chairman of the Audit Committee an annual retainer of $5,000 and the Chairman of the Governance Committee an annual retainer of $5,000. The Van Eck Trusts also reimburse each Trustee for travel and other out-of-pocket expenses incurred in attending such meetings. No pension or retirement benefits are accrued as part of Trustee compensation.
The table below shows the compensation paid to the Trustees for the fiscal year ended December 31, 2009. Annual Trustee fees may be reviewed periodically and changed by the Trusts Board.
38
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Name of Trustee |
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Aggregate
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Deferred
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Pension or
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Estimated
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Total Compensation
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Jon Lukomnik |
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$ |
72,500 |
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$ |
36,250 |
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N/A |
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N/A |
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$ |
72,500 |
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Jane DiRenzo Pigott |
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$ |
67,500 |
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$ |
67,500 |
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N/A |
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N/A |
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$ |
67,500 |
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Wayne Shaner |
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$ |
67,500 |
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$ |
0 |
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N/A |
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N/A |
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$ |
67,500 |
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R. Alastair Short |
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$ |
72,500 |
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$ |
0 |
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N/A |
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N/A |
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$ |
162,500 |
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Richard D. Stamberger |
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$ |
82,500 |
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$ |
61,875 |
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N/A |
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N/A |
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$ |
170,000 |
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Robert Stelzl |
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$ |
67,500 |
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$ |
33,750 |
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N/A |
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N/A |
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$ |
67,500 |
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(1) |
The Fund Complex consists of Van Eck Funds, Van Eck VIP Trust and Market Vectors ETF Trust. |
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(2) |
Because the Funds of the Fund Complex have different fiscal year ends, the amounts shown are presented on a calendar year basis. |
As of March 31, 2010, shareholders of record of 5% or more of the outstanding shares of the Fund were as follows:
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CLASS |
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NAME AND ADDRESS OF OWNER |
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PERCENTAGE
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Class A |
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Van Eck Absolute Return |
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14.58% |
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Advisers Corp. |
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Attn: CFO |
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335 Madison Ave |
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19 th Floor |
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New York, NY 10017-4611 |
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Class A |
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John C. van Eck Jr. & |
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9.78% |
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Sigrid S. van Eck |
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Winthrop House Apt. 512 |
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100 Worth Avenue |
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Palm Beach, FL 33480-6710 |
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Class I |
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Van Eck Absolute Return |
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98.43% |
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Advisers Corp. |
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Attn: CFO |
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335 Madison Ave |
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19 th Floor |
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New York, NY 10017-4611 |
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P OTENTIAL CONFLICTS OF INTEREST
ADVISER
The Adviser (and its principals, affiliates or employees) may serve as investment adviser to other client accounts and conduct investment activities for their own accounts. Such Other Clients may have investment objectives or may implement investment strategies similar to those of the Fund. When the
39
Adviser implements investment strategies for Other Clients that are similar or directly contrary to the positions taken by the Fund, the prices of the Funds securities may be negatively affected. For example, when purchase or sales orders for the Fund are aggregated with those of other funds and/or Other Clients and allocated among them, the price that the Fund pays or receives may be more in the case of a purchase or less in a sale than if the Adviser served as adviser to only the Fund. When Other Clients are selling a security that the Fund owns, the price of that security may decline as a result of the sales. The compensation that the Adviser receives from other clients may be higher than the compensation paid by the Fund to the Adviser. The Adviser does not believe that its activities materially disadvantage the Fund. The Adviser has implemented procedures to monitor trading across funds and its Other Clients.
SUB-ADVISERS
Aristos
Aristos utilizes a single strategy to manage multiple accounts for a diverse client base, including registered investment companies in a sub-advisory capacity, pooled investment vehicles, and separate accounts. The portfolio manager is the only individual who has investment discretion and he is supported by a team of analysts and a trader. All clients accounts are managed in accordance with the firms investment objective and investment strategy.
In order to ensure that all clients are treated in the same manner, Aristos has adopted a fair and equitable allocation of transactions that will allocate all transactions pro-rata across all accounts for which trades are aggregated using an average price. As a matter of policy, the firms allocation procedures must be fair and equitable to all clients with no particular group or client(s) being favored or disfavored over any other clients. Aristos policy prohibits any allocation of trades in a manner whereby any particular client(s) or group of clients receive more favorable treatment than other client accounts.
Centaur
Centaur may engage in other business activities, which may be competitive with the Fund. Centaur may also invest on its own behalf in competition with the Fund, but will allocate investments fairly with respect to the Fund and may make investment decisions for other clients which are contrary to positions taken on behalf of the Fund.
Centaur may not devote all of its time to the management of the Fund, and may continue to manage assets other than those of the Fund.
Transactions with Other Accounts. Participation in specific investment opportunities may be apportioned, at times, to the Fund and one or more other entities or accounts with similar investment objectives. Centaur may manage or advise other investment funds that have engaged Centaur in separate management agreements and different investment goals and/or investment holdings than the Fund (collectively, Other Funds), which can pose potential issues relating to the allocation of investment opportunities. However, if Centaur advises any such Other Funds, it will act in a manner that it considers fair and reasonable in allocating such specific investment opportunities. In such cases, participation in such opportunities may be allocated on the basis of the relative amounts of capital available for new investments, Centaurs judgment and discretion, and applicable tax and regulatory considerations. There may be circumstances where an investment opportunity becomes available that may or cannot be allocated to the Fund, even though it is or may be allocated to other clients that Centaur manages or advises.
Circumstances may arise in which persons or entities that Centaur advises enter into transactions which duplicate or vary from the recommendations they have made to the Fund, based upon such persons assessment of factors applicable to themselves or to the other relevant parties. Centaur undertakes to ensure that opportunities will be allocated between the Fund and its other clients on a fair
40
and equitable basis. In the event that an issue does arise, Centaur will endeavor to ensure that it is resolved fairly.
Investment decisions for the Fund may be made independently from those of all other accounts. From time to time, the same investment may be held in the Fund and also held in one or more other managed accounts. Centaur may invest the Funds assets in low risk securities, which may include investment fund interests, including the Other Funds. Any capital invested in such investment funds may be subject to management and performance fees, provided that Other Funds managed by Centaur will waive any of their management and performance fees for the Fund. Simultaneous transactions are inevitable when several accounts are managed by the same investment adviser. In such cases, the prices and amounts will be allocated in a manner considered by Centaur to be equitable to the Fund and each such managed account. In some cases this could have a detrimental effect on the price or volume of the security as far as the Fund is concerned.
To the extent not prohibited by applicable law, Centaur shall be entitled to effect transactions for the Fund in which Centaur has a direct or indirect material interest (other than an interest arising solely from its participation in the transaction) or a relationship with another party which may involve a conflict with its duty to the Fund.
Allocation of Management Time and Services. Centaur may furnish investment management and advisory services to various other individuals and entities. Accordingly, issues might arise in the allocation of management and staff time, services and functions of Centaur and members of its Investment Committee among the Fund, other individuals and entities for which Centaur and members of its Investment Committee may provide services, and the affairs conducted by Centaur and members of its Investment Committee for their own accounts.
Dix Hills
Conflicts of interest may arise when a portfolio manager is responsible for the management of more than one account. The principal types of these potential conflicts may include:
Time and Attention . The management of multiple Portfolios and/or accounts may give rise to potential conflicts of interest as the portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. This could result in a portfolio manager devoting unequal time and attention to the management of each Portfolio and/or other accounts. The effect of this potential conflict may be more pronounced where Portfolios and/or accounts overseen by a particular portfolio manager have different objectives, benchmarks, time horizons, and fees. Dix Hills Partners utilizes our core investment research and expresses it in a coordinated fashion across all our portfolios to assure that all clients get the benefit of our research in the way it was intended.
Investment Opportunities . Dix Hills Partners seek to manage such potential conflicts by using procedures intended to provide a fair allocation of buy and sell opportunities among Portfolios and other accounts.
Variation in Incentives . A conflict of interest may arise where the financial or other benefits available to the portfolio manager differ among the portfolios and/or accounts that he or she manages. If the structure of the investment advisers management fee and/or the portfolio managers compensation differs among Portfolios and/or accounts (such as where certain Portfolios or accounts pay higher management fees or performance-based management fees), the portfolio manager might be motivated to help certain Portfolios and/or accounts over others. In addition, the portfolio manager might be motivated to favor Portfolios and/or accounts in which he or she has an interest or in which the investment adviser and/or its affiliates have interests. Similarly, the desire to maintain assets under management or to enhance the portfolio managers performance record or to derive other rewards, financial or otherwise, could influence the portfolio manager in affording preferential treatment to those Portfolios and/or accounts that could most significantly benefit the portfolio manager. Dix Hills Partners manages these
41
inherent conflicts through the implementation of a comprehensive compliance program, including customized policies and procedures, in order to mitigate any actual or potential conflicts that exist.
Personal Accounts . Portfolio managers are prohibited from purchasing or selling securities for their own personal accounts or the personal accounts of family members around periods of client transactions, which could potentially influence the marketplace or security price for a client, or trade in a security that could be affected by our clients trade. To mitigate this potential conflict of interest, Dix Hills Partners have adopted Codes of Ethics or other policies and procedures governing the personal securities transactions of all employees, including our portfolio managers to avoid all such conflicts.
Differing Strategies . At times, a portfolio manager may take a position in an account that may be appropriate for only some of the Portfolios and/or accounts for which he or she exercises investment responsibility, all based on pre-determined guidelines. In these cases, the portfolio manager may place separate transactions for one or more Portfolios or accounts which may affect the market price of the security or the execution of the transaction, or both, to the detriment or benefit of one or more other Portfolios and/or accounts.
Dix Hills Partners have adopted compliance policies and procedures, as applicable, that are designed to address these, and other, types of conflicts of interest. There is no guarantee, however, that such policies and procedures will be able to detect and/or prevent every situation where a conflict arises. As conflicts arise, we address them upfront and immediately.
Explorer
From time to time various potential and actual conflicts of interest may arise from the overall advisory, investment and other activities of Explorer, its affiliates, its employees and clients (each an Adviser Affiliate and collectively the Adviser Affiliates). The following briefly summarizes some of these conflicts but is not intended to be an exhaustive list of such conflicts. Like most investment managers, the Adviser Affiliates may manage multiple accounts with the same or similar investment objectives and may have financial incentives to favor certain accounts over others. The Adviser Affiliates owe a fiduciary duty to each client not to unfairly discriminate between clients. The Adviser Affiliates may, if eligible, invest in domestic or foreign pooled investment vehicles (Investment Vehicles) managed by Explorer and its affiliates. The Adviser Affiliates may invest on behalf of themselves and clients in securities that would be appropriate for or held by or considered for investment for Explorers clients.
The investment team (the Investment Committee) engages in side-by-side management of both registered investment funds and investment accounts, which may raise potential conflicts of interest for Explorer, including without limitation those associated with any differences in fee structure. Such side-by-side management may result in the Investment Committees devoting unequal time or attention to the management of the Fund. Explorer believes, however, that the use of the Investment Committees as part of its specialist-based investment process encourages consistent portfolio management by reducing individual biases and increasing collaborative analysis. Nonetheless, certain limited investment opportunities identified by the members of the Investment Committees may be suitable for more than one Fund or other account. The Fund may not receive an allocation to such an opportunity or the Funds allocation may be limited as a result of investments in the opportunity by other eligible accounts. To deal with these situations, Explorer has adopted procedures for allocating portfolio transactions across multiple accounts. Additionally, the appearance of a conflict of interest may arise in circumstances where members of the Investment Committees have an incentive, which relates to the management of an account but not to all of the accounts with respect to which the Investment Committees have day-to-day management responsibility. Explorer and the Fund have adopted certain compliance procedures 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.
The Adviser Affiliates may provide investment banking, placement agent, merchant banking and other financial services including prime brokerage and lending arrangements for, and will in some cases
42
expect to receive compensation directly or indirectly from the issuers or obligors and market participants, including Explorers clients, related to the investments held in Explorers client portfolios. Accordingly, the Adviser Affiliates may have been involved in the structuring, placement and sale of such investments. Likewise, the Adviser Affiliates may serve on creditors committees or advise companies in bankruptcy or insolvency proceedings or otherwise be engaged in financial restructuring activities for entities with securities selected by Explorer for investment by investment vehicles or on behalf of clients to which Explorer provides discretionary and/or non-discretionary advice (Advisory Clients) for a negotiated fee. Further, the Adviser Affiliates may have ongoing relationships with companies including hedge funds whose securities are in or are being considered for the portfolios of Explorers clients. In addition, the Adviser Affiliates may invest and may have already invested in hedge funds owned by the portfolios of investment vehicles or Advisory Clients (including the Fund). The making of such investments is based on independent considerations for each investment vehicle or Advisory Client (including the Fund). It is possible that one investment vehicle or Advisory Client (including the Fund may seek to redeem an interest in a particular hedge fund when another investment vehicle or Advisory Client (including the Fund) is purchasing an interest in such hedge fund.
Explorer, consistent with its fiduciary duty to each client, will endeavor to resolve conflicts in a manner which it deems equitable to the extent possible under the prevailing facts and circumstances as well as over time. Explorer currently manages multiple portfolios and it will devote as much time to each client as it deems appropriate to perform its duties. The personnel of Explorer may have conflicts with similar strategies or investments objectives and may hold the same investments across many client accounts or hold the same positions held by the Fund. Investment opportunities are allocated in a manner which Explorer deems fair and equitable over time, generally considering a number of factors, primarily, client guidelines, legal and tax concerns and Explorers investment outlook. Explorers outlook is based in general on its overall view of market conditions relative to the Fund as well as the nature and size of existing positions and cash inflows and repurchases. There is no assurance that all portfolios under the management of Explorer will hold the same hedge funds or will experience similar performance.
Explorer has adopted policies and procedures designed to address the proper handling of material non-public information (Information) while in possession of such Information. Generally, Explorer and its employees may not trade for clients or themselves or recommend trading in securities of a company while in possession of Information or disclose such Information to any person not entitled to receive it. By reason of the various activities of Explorer and its affiliates, Explorer may be restricted from effecting transactions in certain investments that might otherwise have been initiated or may not access Information that other market participants or counterparties have received.
Except as described above, hedge fund managers are unaffiliated with Explorer and Explorer will have no control over hedge fund managers and no ability to detect, prevent or protect the Fund from their misconduct or bad judgment. Hedge fund managers may be subject to conflicts of interest due to hedge fund incentive fees, which may cause a hedge fund manager to favor hedge fund clients having the highest fees over other clients. In addition, hedge fund managers may use conflicting buying and selling strategies for different accounts under management. Lack of disclosure relating to the payment of fees and provision of services by prime brokers to hedge funds also may mask conflicts on the part of hedge fund managers.
The general partners, managing members, investment managers, and other affiliates of any of the hedge funds may have conflicts of interest. For example, such persons may be affiliated or have a relationship with a broker-dealer firm through which a portion of the hedge funds transactions are conducted and such person may receive a portion of the brokerage commissions resulting from such transactions. In addition, such hedge funds may engage in other transactions (although generally not lending transactions) with affiliated parties on terms and conditions not determined through arms-length negotiations. Further, Explorer may itself seek to encourage the hedge fund managers to trade with or through the Distributor or its affiliates. However, any such trades will be on an arms-length basis.
43
LAM
LAMs portfolio managers manage multiple accounts for a diverse client base, including private clients, institutions and investment funds. LAM manages all portfolios on a team basis. The team is involved at all levels of the investment process. This team approach allows for every portfolio manager to benefit from his/her peers, and for clients to receive the firms best thinking, not that of a single portfolio manager. LAM manages all like investment mandates against a model portfolio. Specific client objectives, guidelines or limitations then are applied against the model, and any necessary adjustments are made. Although the potential for conflicts of interest exists when an investment adviser and portfolio managers manage other accounts that invest in securities in which the Fund may invest or that may pursue a strategy similar to one of the Funds component strategies (collectively, Similar Accounts), LAM has procedures in place that are designed to ensure that all accounts are treated fairly and that the Fund is not disadvantaged, including procedures regarding trade allocations and conflicting trades (e.g., long and short positions in the same security, as described below). In addition, the Fund, as a series of a registered investment company, is subject to different regulations than certain of the Similar Accounts, and, consequently, may not be permitted to engage in all the investment techniques or transactions, or to engage in such techniques or transactions to the same degree, as the Similar Accounts. Potential conflicts of interest may arise because of LAMs management of the Fund and Similar Accounts. For example, conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of limited investment opportunities, as LAM may be perceived as causing accounts it manages to participate in an offering to increase its overall allocation of securities in that offering, or to increase its ability to participate in future offerings by the same underwriter or issuer. Allocations of bunched trades, particularly trade orders that were only partially filled due to limited availability, and allocation of investment opportunities generally, could raise a potential conflict of interest, as LAM may have an incentive to allocate securities that are expected to increase in value to preferred accounts. Initial public offerings, in particular, are frequently of very limited availability. Additionally, portfolio managers may be perceived to have a conflict of interest because of the large number of Similar Accounts, in addition to the Fund, that they are managing on behalf of LAM. In addition, LAM could be viewed as having a conflict of interest to the extent that LAM and/or portfolio managers have a materially larger investment in a Similar Account than their investment in the Fund. Although LAM does not track each individual portfolio managers time dedicated to each account, LAM periodically reviews each portfolio managers overall responsibilities to ensure that he or she is able to allocate the necessary time and resources to effectively manage the particular portion of the Funds assets for which he or she is responsible. A potential conflict of interest may be perceived to arise if transactions in one account closely follow related transactions in a different account, such as when a purchase increases the value of securities previously purchased by the other account, or when a sale in one account lowers the sale price received in a sale by a second account. Although Mr. Cleary does not currently manage any accounts with respect to which the advisory fee is based on the performance of the account, other portfolio managers employed by LAM manage hedge funds that are subject to performance/incentive fees. Certain hedge funds managed by LAM may also be permitted to sell securities short. However, LAM currently does not have any portfolio managers that manage both hedge funds that engage in short sales and long-only accounts, including open-end and closed end registered investment companies. When LAM engages in short sales of securities of the type in which the Fund invests, LAM could be seen as harming the performance of the Fund for the benefit of the account engaging in short sales if the short sales cause the market value of the securities to fall. LAM has procedures in place to address these potential conflicts of interest.
Martingale
Martingales portfolio managers manage multiple accounts for a diverse client base, including private clients, institutions and investment funds. Martingale manages all portfolios on a team basis. The team is involved at all levels of the investment process. This allows for every portfolio manager to benefit from his peers and for clients to receive the firms best thinking, not that of a single portfolio manager. All accounts are rebalanced individually, and each account is managed to maximize its return per unit of risk. Martingales highly systematic investment process fosters equal treatment of all clients and avoids conflicts of interest. Although the potential for conflicts of interest exists when an investment adviser and
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portfolio managers manage other accounts that invest in securities in which the Fund may invest or that may pursue a strategy similar to one of the Funds component strategies, Martingale maintains and adheres to policies and procedures for trade allocation and account rebalancing schedules to prevent conflicts of interest from occurring to ensure all accounts are treated fairly and that the Fund is not disadvantaged.
As an adviser and a fiduciary to Martingales clients, its clients interests must always be placed first and foremost, and its trading practices and procedures prohibit unfair trading practices and seek to disclose and avoid any actual or potential conflicts of interests or resolve such conflicts in the clients favor. Martingales policy is to aggregate client transactions where possible and when advantageous to clients. In these instances clients participating in any aggregated transactions will receive an average share price and transaction costs will be shared equally and on a pro-rata basis. As a matter of policy, trade allocation procedures must be fair and equitable to all clients with no particular group or client(s) being favored or disfavored over any other clients. Martingales policy prohibits any allocation of trades in a manner that Martingales proprietary accounts, affiliated accounts, or any particular client(s) or group of clients receive more favorable treatment than other client accounts. In the event that Martingale trades a single security in many accounts on the same day, all accounts will be bundled together for execution and any partially completed trades will be allocated pro rata. This type of one off trade can be done any day during the month regardless of Martingales trading calendar.
PanAgora
PanAgora is a fiduciary that owes each of its clients a duty of care and loyalty. PanAgora is required to manage each clients portfolio and to execute securities transactions for clients in a manner that is most favorable under the circumstances. Accordingly, it is PanAgoras policy to identify circumstances and relationships between PanAgora, its personnel, other clients and other affiliates that are or could potentially be deemed a conflict of interest to PanAgora and assess the impact of such conflict on its clients, and to devise policies and associated procedures to address the conflict of interest. PanAgoras policies and procedures will be fair and equitable for PanAgora and its clients. PanAgora will not disadvantage a client relative to PanAgora or its affiliates and will make full disclosure of those conflicts to its clients. The Compliance Officer, Investment Professionals and Management Committee are responsible for identifying whether conflicts do or may exist, ensuring that conflicts are addressed in a fair and equitable manner and ensuring that conflicts are adequately disclosed to clients.
Primary
Primary is committed to fair and ethical business practices and takes special care to avoid conflicts of interests among its clients, employees and service providers. The firms conflict of interest policies are contained in its written Policies and Procedures and include, but are not limited to, Personal Security Transactions, Code of Employee Conduct, Trading Execution and Allocations, and Proxy Voting.
Employees must conduct their personal trading in a manner that does not conflict with the interests of any Client Account. Code of Employee Conduct governs employee compensation, beneficial ownership of securities and gifts & entertainment. Because the Firm has multiple clients, equitable allocation of trades is critically important. The Firm has adopted a trading and allocation policy to provide equal and fair treatment to its clients over time, consistent with the Firms duty of loyalty. The firms Proxy Voting procedure addresses conflicts of interest when voting proxies on behalf of clients and ensures that the firms interests will not be placed ahead of clients interests.
Tetra
High ethical standards are essential for the success of Tetra to maintain the confidence of its clients. Tetras long-term business interests are best served by adherence to the principle that the interests of clients come first. It is Tetras basic policy that no client for whom Tetra has investment decision responsibility shall receive preferential treatment over any other client. In allocating securities
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among clients it is Tetras policy that all clients should be treated fairly and that, to the extent possible, all clients should receive equal treatment. Because of the difference in client investment objectives and strategies, risk tolerances, tax status, leverage, regulatory requirements and other criteria, there may, however, be differences among clients in invested positions and securities held. Tetra maintains a trade aggregation and trade allocation policy to ensure that client accounts within a particular strategy are treated fairly and equitably. Tetra has also adopted a Code of Ethics, which states Tetras policy on various business conduct issues. This document reinforces Tetras commitment to the principle that the interests of clients come first.
P ROXY VOTING POLICIES AND PROCEDURES
The
Funds
proxy voting record is available upon request and on the SECs website at
http://www.sec.gov
.
The Trust is required to disclose annually the Funds complete proxy voting
record on Form N-PX covering the period July 1 through June 30 and file it with
the SEC no later than August 31. Form N-PX for the Fund is available through
the Funds website, at vaneck.com, or by writing to 335 Madison Avenue,
19th Floor, New York, New York 10017. The Funds Form N-PX is also available
on the SECs website at www.sec.gov.
Proxies for the Funds portfolio securities not allocated to Sub-Advisers are voted in accordance with the Advisers proxy voting policies and procedures. In addition, the Fund has delegated authority to vote proxies to each Sub-Advisor for the Funds portfolio securities allocated to such Sub-Adviser in accordance with their respective proxy voting policies and procedures. The proxy voting policies and procedures or a summary of such policies and procedures for the Adviser and each Sub-Adviser is set forth in Appendix A to this SAI.
The Fund, the Adviser and the Distributor have each adopted a Code of Ethics pursuant to Rule 17j-1 under the 1940 Act, designed to monitor personal securities transactions by their personnel (the Personnel). The Code of Ethics requires that all trading in securities that are being purchased or sold, or are being considered for purchase or sale, by the Fund must be approved in advance by the Head of Trading, the Director of Research and the Chief Compliance Officer of the Adviser. Approval will be granted if the security has not been purchased or sold or recommended for purchase or sale for the Fund on the day that the personnel of the Adviser requests pre-clearance, or otherwise if it is determined that the personal trading activity will not have a negative or appreciable impact on the price or market of the security, or is of such a nature that it does not present the dangers or potential for abuses that are likely to result in harm or detriment to the Fund. At the end of each calendar quarter, all Personnel must file a report of all transactions entered into during the quarter. These reports are reviewed by a senior officer of the Adviser.
Generally, all Personnel must obtain approval prior to conducting any transaction in securities. Independent Trustees, however, are not required to obtain prior approval of personal securities transactions. A Personnel member may purchase securities in an IPO or private placement, provided that he or she obtains pre-clearance of the purchase and makes certain representations.
The Fund may invest in securities or futures contracts listed on foreign exchanges which trade on Saturdays or other customary United States national business holidays (i.e., days on which the Fund is not open for business). Consequently, since the Fund will compute its net asset values only Monday through Friday, exclusive of national business holidays, the net asset values of shares of the Fund may be significantly affected on days when an investor has no access to the Fund. The sale of shares will be suspended during any period when the determination of net asset value is suspended, and may be suspended by the Board whenever the Board judges it is in the Funds best interest to do so.
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Certificates for shares of the Fund will not be issued.
The Fund may reject a purchase order for any reason, including an exchange purchase, either before or after the purchase.
If you purchase shares through a financial intermediary, different purchase minimums may apply. Van Eck reserves the right to waive the investment minimums under certain circumstances.
Van Eck reserves the right to allow a financial intermediary that has a Class I Agreement with Van Eck to purchase shares for its own omnibus account and for its clients accounts in Class I shares of a Fund on behalf of its eligible clients which are Employer-Sponsored Retirement Plans with plan assets of $3 million or more.
An investor or the Broker or Agent must notify DST or the Distributor at the time of purchase whenever a quantity discount or reduced sales charge is applicable to a purchase. Quantity discounts described above may be modified or terminated at any time without prior notice.
B REAKPOINT LINKAGE RULES FOR DISCOUNTS
The term spouse also includes civil union and common law marriage as defined by the state laws of residence. The term child also includes stepchild. Trust accounts may be linked by trustee if the primary owner or family member is related, by trustee, by grantor and by beneficiary.
The net asset value per share of the Fund is computed by dividing the value of all of the Funds securities plus cash and other assets, less liabilities, by the number of shares outstanding. The net asset value per share is computed as of the close of the NYSE, Monday through Friday, exclusive of national business holidays. The Fund will be closed on the following national business holidays: New Years Day, Martin Luther King Jr.s birthday, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day (or the days on which these holidays are observed).
Shares of the Fund are sold at the public offering price, which is determined once each day the Fund is open for business and is the net asset value per share.
The net asset values need not be computed on a day in which no orders to purchase, sell or redeem shares of the Fund have been received.
The value of a financial futures or commodity futures contract equals the unrealized gain or loss on the contract that is determined by marking it to the current settlement price for a like contract acquired on the day on which the commodity futures contract is being valued. A settlement price may not be used if the market makes a limit move with respect to a particular commodity. Securities or futures contracts for which market quotations are readily available are valued at market value, which is currently determined using the last reported sale price. If no sales are reported as in the case of most securities traded over-the-counter, securities are valued at the mean of their bid and asked prices at the close of trading on the NYSE. In cases where securities are traded on more than one exchange, the securities are valued on the exchange designated by or under the authority of the Board as the primary market. Short-term investments having a maturity of 60 days or less are valued at amortized cost, which approximates market. Options are valued at the last sales price unless the last sales price does not fall within the bid and ask prices at the close of the market, at which time the mean of the bid and ask prices is used. All other securities are valued at their fair value as determined in good faith by the Trustees. Foreign securities or futures contracts quoted in foreign currencies are valued at appropriately translated foreign market closing prices or as the Board may prescribe.
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Generally, trading in foreign securities and futures contracts, as well as corporate bonds, United States Government securities and money market instruments, is substantially completed each day at various times prior to the close of the NYSE. The values of such securities used in determining the net asset value of the shares of the Fund may be computed as of such times. Foreign currency exchange rates are also generally determined prior to the close of the NYSE. Occasionally, events affecting the value of such securities and such exchange rates may occur between such times and the close of the NYSE which will not be reflected in the computation of the Funds net asset values. If events materially affecting the value of such securities occur during such period, then these securities may be valued at their fair value as determined in good faith by the Board.
The Funds investments are generally valued based on market quotations. When market quotations are not readily available for a portfolio security, the Fund must use the securitys fair value as determined in good faith in accordance with the Funds Fair Value Pricing Procedures, which are approved by the Board. As a general principle, the current fair value of a security is the amount which the Fund might reasonably expect to receive for the security upon its current sale. The Funds Pricing Committee, whose members are selected by the senior management of the Adviser, is responsible for recommending fair value procedures to the Board and for administering the process used to arrive at fair value prices. Factors that may cause the Fund to use the fair value of a portfolio security to calculate the Funds NAV include, but are not limited to: (1) market quotations are not readily available because a portfolio security is not traded in a public market or the principal market in which the security trades is closed, (2) trading in a portfolio security is limited or suspended and not resumed prior to the time at which the Fund calculates its NAV, (3) the market for the relevant security is thin, or stale because its price doesnt change in 5 consecutive business days, (4) the Investment Adviser determines that a market quotation is inaccurate, for example, because price movements are highly volatile and cannot be verified by a reliable alternative pricing source, or (5) where a significant event affecting the value of a portfolio security is determined to have occurred between the time of the market quotation provided for a portfolio security and the time at which the Fund calculates its NAV.
In determining the fair value of securities, the Pricing Committee will consider, among other factors, the fundamental analytical data relating to the security, the nature and duration of any restrictions on disposition of the security, and the forces influencing the market in which the security is traded.
Foreign securities in which the Fund invest may be traded in markets that close before the time that the Fund calculates its NAV. Foreign securities are normally priced based upon the market quotation of such securities as of the close of their respective principal markets, as adjusted to reflect the Investment Advisers determination of the impact of events, such as a significant movement in the U.S. markets occurring subsequent to the close of such markets but prior to the time at which the Fund calculates its NAV. In such cases, the Pricing Committee will apply a fair valuation formula to all foreign securities based on the Committees determination of the effect of the U.S. significant event with respect to each local market.
The Board authorized the Adviser to retain an outside pricing service to value certain portfolio securities. The pricing service uses an automated system incorporating a model based on multiple parameters, including a securitys local closing price (in the case of foreign securities), relevant general and sector indices, currency fluctuations, and trading in depositary receipts and futures, if applicable, and/or research evaluations by its staff, in determining what it believes is the fair valuation of the portfolio securities valued by such pricing service.
There can be no assurance that the Fund could purchase or sell a portfolio security at the price used to calculate the Funds NAV. Because of the inherent uncertainty in fair valuations, and the various factors considered in determining value pursuant to the Funds fair value procedures, there can be significant deviations between a fair value price at which a portfolio security is being carried and the price at which it is purchased or sold. Furthermore, changes in the fair valuation of portfolio securities may be less frequent, and of greater magnitude, than changes in the price of portfolio securities valued by an independent pricing service, or based on market quotations.
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Shareholders of the Fund may exchange their shares for shares of the same class of other funds in the Trust. The Exchange Privilege will not be available if the proceeds from a redemption of shares of the Fund whose shares qualify are paid directly to the shareholder. The Exchange Privilege is not available for shares which are not on deposit with DST or State Street Bank and Trust Company (SSBT), or shares which are held in escrow pursuant to a Letter of Intent. If certificates representing shares of the Fund accompany a written exchange request, such shares will be deposited into an account with the same registration as the certificates upon receipt by DST.
The Fund reserves the right to (i) charge a fee of not more than $5.00 per exchange payable to the Fund or charge a fee reasonably intended to cover the costs incurred in connection with the exchange; (ii) establish a limit on the number and amount of exchanges made pursuant to the Exchange Privilege, as disclosed in the Prospectus and (iii) terminate the Exchange Privilege without written notice. In the event of such termination, shareholders who have acquired their shares pursuant to the Exchange Privilege will be afforded the opportunity to re-exchange such shares for shares of the Fund originally purchased without sales charge, for a period of not less than three (3) months.
By exercising the Exchange Privilege, each shareholder whose shares are subject to the Exchange Privilege will be deemed to have agreed to indemnify and hold harmless the Trust and each of its series, their Adviser, sub-investment adviser (if any), distributor, transfer agent, SSBT and the officers, directors, employees and agents thereof against any liability, damage, claim or loss, including reasonable costs and attorneys fees, resulting from acceptance of, or acting or failure to act upon, or acceptance of unauthorized instructions or non-authentic telephone instructions given in connection with, the Exchange Privilege, so long as reasonable procedures are employed to confirm the authenticity of such communications. (For more information on the Exchange Privilege, see the Prospectus).
Class A shareholders who are eligible to invest in Class Y shares are eligible to convert their Class A shares for Class Y shares of the same fund upon request. No sales charges or other charges will apply to any such conversion. For federal income tax purposes, a same-fund conversion is not expected to result in the realization by the investor of a capital gain or loss. To determine whether you are eligible to invest in Class Y shares, see Class Y Shares in the section of the Prospectus entitled Shareholder Information - How to Choose a Class of Shares. Please contact your financial intermediary for additional information.
DIVIDEND REINVESTMENT PLAN. Reinvestments of dividends of the Fund will occur on a date selected by the Board.
AUTOMATIC EXCHANGE PLAN. Investors may arrange under the Exchange Plan to have DST collect a specified amount once a month or quarter from the investors account in the Fund and purchase full and fractional shares of another Fund in the same class at the public offering price next computed after receipt of the proceeds. Further details of the Automatic Exchange Plan are given in the application which is available from DST or the Fund.
An investor should realize that he is investing his funds in securities subject to market fluctuations, and accordingly the Automatic Exchange Plan does not assure a profit or protect against depreciation in declining markets. The Automatic Exchange Plan contemplates the systematic purchase of securities at regular intervals regardless of price levels.
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The expenses of the Automatic Exchange Plan are general expenses of the Fund and will not involve any direct charge to the participating shareholder. The Automatic Exchange Plan is completely voluntary and may be terminated on fifteen days notice to DST.
AUTOMATIC INVESTMENT PLAN. Investors may arrange under the Automatic Investment Plan to have DST collect a specified amount once a month or quarter from the investors checking account and purchase full and fractional shares of the Fund at the public offering price next computed after receipt of the proceeds. Further details of the Automatic Investment Plan are given in the application which is available from DST or the Fund.
An investor should realize that he is investing his funds in securities subject to market fluctuations, and accordingly the Automatic Investment Plan does not assure a profit or protect against depreciation in declining markets. The Automatic Investment Plan contemplates the systematic purchase of securities at regular intervals regardless of price levels.
The expenses of the Automatic Investment Plan are general expenses of the Fund and will not involve any direct charge to the participating shareholder. The Automatic Investment Plan is completely voluntary. The Automatic Investment Plan may be terminated on thirty days notice to DST.
AUTOMATIC WITHDRAWAL PLAN. The Automatic Withdrawal Plan is designed to provide a convenient method of receiving fixed redemption proceeds at regular intervals from shares of the Fund deposited by the investor under this Plan. Further details of the Automatic Withdrawal Plan are given in the application, which is available from DST or the Fund.
In order to open an Automatic Withdrawal Plan, the investor must complete the Application and deposit or purchase for deposit, with DST, the agent for the Automatic Withdrawal Plan, shares of the Fund having a total value of not less than $10,000 based on the offering price on the date the Application is accepted, except for automatic withdrawals for the purpose of retirement account distributions.
Income dividends and capital gains distributions on shares under an Automatic Withdrawal Plan will be credited to the investors Automatic Withdrawal Plan account in full and fractional shares at the net asset value in effect on the reinvestment date.
Periodic checks for a specified amount will be sent to the investor, or any person designated by him, monthly or quarterly (January, April, July and October). The Fund will bear the cost of administering the Automatic Withdrawal Plan.
Redemption of shares of the Fund deposited under the Automatic Withdrawal Plan may deplete or possibly use up the initial investment plus income dividends and distributions reinvested, particularly in the event of a market decline. In addition, the amounts received by an investor cannot be considered an actual yield or income on his investment, since part of such payments may be a return of his capital. The redemption of shares under the Automatic Withdrawal Plan may give rise to a taxable event.
The maintenance of an Automatic Withdrawal Plan concurrently with purchases of additional shares of the Fund would be disadvantageous because of the sales charge payable with respect to such purchases. An investor may not have an Automatic Withdrawal Plan in effect and at the same time have in effect an Automatic Investment Plan or an Automatic Exchange Plan. If an investor has an Automatic Investment Plan or an Automatic Exchange Plan, such service must be terminated before an Automatic Withdrawal Plan may take effect.
The Automatic Withdrawal Plan may be terminated at any time (1) on 30 days notice to DST or from DST to the investor, (2) upon receipt by DST of appropriate evidence of the investors death or (3) when all shares under the Automatic Withdrawal Plan have been redeemed. Upon termination, unless otherwise requested, certificates representing remaining full shares, if any, will be delivered to the investor or his duly appointed legal representatives.
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S HARES PURCHASED BY NON-U.S. FINANCIAL INSTITUTIONS
Class A shares of the Fund which are sold with a sales charge may be purchased by a foreign bank or other foreign fiduciary account, with an international selling agreement, for the benefit of foreign investors at the sales charge applicable to the Funds $500,000 breakpoint level, in lieu of the sales charge in the above scale. The Distributor has entered into arrangements with foreign financial institutions pursuant to which such institutions may be compensated by the Distributor from its own resources for assistance in distributing Fund shares. Clients of Netherlands insurance companies who are not U.S. citizens or residents may purchase shares without a sales charge. Clients of fee-only advisors that purchase shares through a foreign bank or other foreign fiduciary account for the benefit of foreign investors may purchase shares without a sales charge.
The following summary outlines certain federal income tax considerations relating to an investment in the Fund by a U.S. investor (as defined below). This summary is intended only to provide general information to U.S. investors that hold the shares as a capital asset, is not intended as a substitute for careful tax planning, does not address any foreign, state or local tax consequences of an investment in the Fund, and does not address the tax considerations that may be relevant to investors subject to special treatment under the Code. This summary should not be construed as legal or tax advice. This summary is based on the provisions of the Code, applicable U.S. Treasury regulations, administrative pronouncements of the Internal Revenue Service and judicial decisions in effect as of February 2009. Those authorities may be changed, possibly retroactively, or may be subject to differing interpretations so as to result in U.S. federal income tax consequences different from those summarized herein. Prospective investors should consult their own tax advisors concerning the potential federal, state, local and foreign tax consequences of an investment in the Fund, with specific reference to their own tax situation.
As used herein, the term U.S. investor means an investor that, for U.S. federal income tax purposes, is (1) an individual who is a citizen or resident of the U.S., (2) a corporation, or other entity taxable as a corporation, that is created or organized in or under the laws of the U.S. or of any political subdivision thereof, (3) an estate, the income of which is subject to U.S. federal income tax regardless of its source, or (4) a trust if (i) it is subject to the primary supervision of a court within the U.S. and one or more U.S. persons as described in Code Section 7701(a)(30) have the authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. If a partnership or other entity treated as a partnership holds the shares, the tax treatment of a partner in such partnership or equity owner in such other entity generally will depend on the status of the partner or equity owner and the activities of the partnership or other entity.
TAXATION OF THE FUND IN GENERAL
The Fund intends to continue to qualify and elect to be treated each taxable year as a regulated investment company under Subchapter M of the Code. To so qualify, the Fund must, among other things, (a) derive at least 90% of its gross income from dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies; and (b) satisfy certain diversification requirements.
As a regulated investment company, the Fund will not be subject to federal income tax on its net investment income and capital gain net income (capital gains in excess of its capital losses) that it distributes to shareholders if at least 90% of its net investment income and short-term capital gains for the taxable year are distributed. However, if for any taxable year the Fund does not satisfy the requirements of Subchapter M of the Code, all of its taxable income will be subject to tax at regular corporate income tax rates without any deduction for distribution to shareholders, and such distributions will be taxable to shareholders as dividend income to the extent of the Funds current or accumulated earnings or profits.
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The Fund will be liable for a nondeductible 4% excise tax on amounts not distributed on a timely basis in accordance with a calendar year distribution requirement. To avoid the tax, during each calendar year the Fund must distribute, or be deemed to have distributed, (i) at least 98% of its ordinary income (not taking into account any capital gains or losses) for the calendar year, (ii) at least 98% of its capital gains in excess of its capital losses (adjusted for certain ordinary losses) for the twelve month period ending on October 31 (or December 31, if the Fund so elects), and (iii) all ordinary income and capital gains for previous years that were not distributed during such years. For this purpose, any income or gain retained by the Fund that is subject to corporate tax will be considered to have been distributed by year-end. The Fund intends to make sufficient distributions to avoid this 4% excise tax.
TAXATION OF THE FUNDS INVESTMENTS
ORIGINAL ISSUE DISCOUNT. For federal income tax purposes, debt securities purchased by the Fund may be treated as having an original issue discount. Original issue discount represents interest for federal income tax purposes and can generally be defined as the excess of the stated redemption price at maturity of a debt obligation over the issue price. Original issue discount is treated for federal income tax purposes as income earned by the Fund, whether or not any income is actually received, and therefore is subject to the distribution requirements of the Code. Generally, the amount of original issue discount included in the income of the Fund each year is determined on the basis of a constant yield to maturity which takes into account the compounding of accrued interest. Because the Fund must include original issue discount in income, it will be more difficult for the Fund to make the distributions required for them to maintain their status as a regulated investment company under Subchapter M of the Code or to avoid the 4% excise tax described above.
Debt securities may be purchased by the Fund at a discount which exceeds the original issue discount remaining on the securities, if any, at the time the Fund purchased the securities. This additional discount represents market discount for income tax purposes. In the case of any debt security issued after July 18, 1984, having a fixed maturity date of more than one year from the date of issue and having market discount, the gain realized on disposition will be treated as interest to the extent it does not exceed the accrued market discount on the security (unless the Fund elect to include such accrued market discount in income in the tax year to which it is attributable). Generally, market discount is accrued on a daily basis. The Fund may be required to capitalize, rather than deduct currently, part or all of any direct interest expense incurred or continued to purchase or carry any debt security having market discount, unless they make the election to include market discount currently.
OPTIONS AND FUTURES TRANSACTIONS . Certain of the Funds investments may be subject to provisions of the Code that (i) require inclusion of unrealized gains or losses in the Funds income for purposes of the 90% test, the excise tax and the distribution requirements applicable to regulated investment companies, (ii) defer recognition of realized losses, and (iii) characterize both realized and unrealized gain or loss as short-term or long-term gain or loss. Such provisions generally apply to options and futures contracts. The extent to which the Fund makes such investments may be materially limited by these provisions of the Code.
FOREIGN CURRENCY TRANSACTIONS . Under Section 988 of the Code, special rules are provided for certain foreign currency transactions. Foreign currency gains or losses from foreign currency contracts (whether or not traded in the interbank market), from futures contracts that are not regulated futures contracts, and from unlisted or equity options are treated as ordinary income or loss under Section 988. The Fund may elect to have foreign currency-related regulated futures contracts and listed non-equity options subject to ordinary income or loss treatment under Section 988. In addition, in certain circumstances, the Fund may elect capital gain or loss for foreign currency transactions. The rules under Section 988 may also affect the timing of income recognized by the Fund.
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TAXATION OF THE SHAREHOLDERS
Dividends of net investment income and the excess of net short-term capital gain over net long-term capital loss are taxable as ordinary income to shareholders. However, for taxable years beginning before January 1, 2011, a portion of the dividend income received by the Fund may constitute qualified dividend income eligible for a maximum rate of 15% to individuals, trusts and estates. If the aggregate amount of qualified dividend income received by the Fund during any taxable year is less than 95% of the Funds gross income (as specifically defined for that purpose), the qualified dividend rule applies only if and to the extent designated by the Fund as qualified dividend income. The Fund may designate such Dividends as qualified dividend income only to the extent the Fund itself has qualified dividend income for the taxable year with respect to which such Dividends are made. Qualified dividend income is generally dividend income from taxable domestic corporations and certain foreign corporations (e.g., foreign corporations incorporated in a possession of the United States or in certain countries with comprehensive tax treaties with the United States, or the stock of which is readily tradable on an established securities market in the United States), provided the Fund has held the stock in such corporations for more than 60 days during the 121 day period beginning on the date which is 60 days before the date on which such stock becomes ex-dividend with respect to such dividend (the holding period requirement). In order to be eligible for the 15% maximum rate on Dividends from the Fund attributable to qualified dividends, shareholders must separately satisfy the holding period requirement with respect to their Fund shares. Distributions of net capital gain (the excess of net long-term capital gain over net short-term capital loss) are taxable to shareholders as long-term capital gain, regardless of the length of time the shares of the Fund have been held by such shareholders, except to the extent of gain from a sale or disposition of collectibles, such as precious metals, taxable currently at a 28% rate. Any loss realized upon a taxable disposition of shares within a year from the date of their purchase will be treated as a long-term capital loss to the extent of any long-term capital gain distributions received by shareholders during such period.
Dividends of net investment income and distributions of net capital gain will be taxable as described above whether received in cash or reinvested in additional shares. When distributions are received in the form of shares issued by the Fund, the amount of the dividend/distribution deemed to have been received by participating shareholders generally is the amount of cash which would otherwise have been received. In such case, participating shareholders will have a basis for federal income tax purposes in each share received from the Fund equal to such amount of cash.
Dividends and/or distributions by the Fund result in a reduction in the net asset value of the Funds shares. Should a dividend/distribution reduce the net asset value below a shareholders cost basis, such dividend/distribution nevertheless would be taxable to the shareholder as ordinary income or long-term capital gain as described above, even though, from an investment standpoint, it may constitute a partial return of capital. In particular, investors should be careful to consider the tax implications of buying shares just prior to a dividend/distribution. The price of shares purchased at that time includes the amount of any forthcoming dividend/distribution. Those investors purchasing shares just prior to a dividend/distribution will then receive a return of their investment upon payment of such dividend/distribution which will nevertheless be taxable to them.
If a shareholder (i) incurs a sales load in acquiring shares in the Fund, and (ii) by reason of incurring such charge or making such acquisition acquires the right to acquire shares of one or more regulated investment companies without the payment of a load or with the payment of a reduced load (reinvestment right), and (iii) disposes of the shares before the 91st day after the date on which the shares were acquired, and (iv) subsequently acquires shares in that regulated investment company or in another regulated investment company and the otherwise applicable load charge is reduced pursuant to the reinvestment right, then the load charge will not be taken into account for purposes of determining the shareholders gain or loss. To the extent such charge is not taken into account in determining the amount of gain or loss, the charge will be treated as incurred in connection with the subsequently acquired shares and will have a corresponding effect on the shareholders basis in such shares.
The Fund may be subject to a tax on dividend or interest income received from securities of a non-U.S. issuer withheld by a foreign country at the source. The U.S. has entered into tax treaties with
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many foreign countries that entitle the Fund to a reduced rate of tax or exemption from tax on such income. It is impossible to determine the effective rate of foreign tax in advance since the amount of the Funds assets to be invested within various countries is not known. If more than 50% of the value of the Funds total assets at the close of a taxable year consists of stocks or securities in foreign corporations, and the Fund satisfies the holding period requirements, the Fund may elect to pass through to its shareholders the foreign income taxes paid thereby. In such case, the shareholders would be treated as receiving, in addition to the distributions actually received by the shareholders, their proportionate share of foreign income taxes paid by the Fund, and will be treated as having paid such foreign taxes. The shareholders generally will be entitled to deduct or, subject to certain limitations, claim a foreign tax credit with respect to such foreign income taxes. A foreign tax credit may be allowed for shareholders who hold the Fund for at least 16 days during the 31-day period beginning on the date that is 15 days before the ex-dividend date. Under certain circumstances, individual shareholders who have been passed through foreign tax credits of no more than $300 ($600 in the case of married couples filing jointly) during a tax year can elect to claim the foreign tax credit for these amounts directly on their federal income tax returns (IRS Forms 1040) without having to file a separate Form 1116 or having to comply with most foreign tax credit limitations.
The Fund may be required to backup withhold federal income tax at a current rate of 28% from dividends paid to any shareholder who fails to furnish a certified taxpayer identification number (TIN) or who fails to certify that he or she is exempt from such withholding or who the Internal Revenue Service notifies the Fund as having provided the Fund with an incorrect TIN or failed to properly report interest or dividends for federal income tax purposes. Any such withheld amount will be fully creditable on the shareholders U.S. federal income tax return.
TAXATION OF NON-U.S. INVESTORS
The foregoing summary of certain federal income tax considerations does not apply to potential investors in the Fund that are not U.S. investors (Non-U.S. investors). Distributions of ordinary income paid to Non-U.S. investors generally will be subject to a 30% U.S. withholding tax unless a reduced rate of withholding or a withholding exemption is provided under an applicable treaty. However, withholding tax generally will not apply to any income realized by a non-U.S. investor in respect of any distributions attributable to net income from tax-exempt obligations and designated as exempt-interest dividends. Furthermore, for taxable years beginning before January 1, 2010, the Fund may, under certain circumstances, designate all or a portion of a dividend as an interest-related dividend (to the extent the Fund pays a dividend related to interest that is not already exempt from U.S. federal income taxes as discussed in the preceding sentence) or a short-term capital gain dividend. An interest-related dividend that is received by a Non-U.S. investor generally would be exempt from the 30% U.S. withholding tax, provided certain other requirements are met. A short-term capital gain dividend that is received by a Non-U.S. investor generally would be exempt from the 30% U.S. withholding tax, unless such investor is a nonresident alien individual present in the United States for a period or periods aggregating 183 days or more during the taxable year. The Fund does not expect to pay significant amounts of interest-related dividends. Prospective investors are urged to consult their tax advisors regarding the specific tax consequences discussed above.
The Trust has elected to have the ability to redeem its shares in kind, committing itself to pay in cash all requests for redemption by any shareholder of record limited in amount with respect to each shareholder of record during any ninety-day period to the lesser of (i) $250,000 or (ii) 1% of the net asset value of such company at the beginning of such period.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Dealers and intermediaries may charge their customers a processing or service fee in connection with the purchase or redemption of fund shares. The amount and applicability of such a fee is determined
54
and disclosed to its customers by each individual dealer. Processing or service fees typically are fixed, nominal dollar amounts and are in addition to the sales and other charges described in the Prospectus and this SAI. Your dealer will provide you with specific information about any processing or service fees you will be charged.
The Trust is an open-end management investment company organized as a business trust under the laws of the Commonwealth of Massachusetts on April 3, 1985. The Trustees of the Trust have authority to issue an unlimited number of shares of beneficial interest of the Fund, $.001 par value. The Trust currently consists of four separate series: Emerging Markets Fund, Global Hard Assets Fund, International Investors Gold Fund and Multi-Manager Alternatives Fund.
The Fund is classified as a non-diversified fund under the 1940 Act. A diversified fund is a fund which meets the following requirements: At least 75% of the value of its total assets is represented by cash and cash items (including receivables), Government securities, securities of other investment companies and other securities for the purpose of this calculation limited in respect of any one issuer to an amount not greater than 5% of the value of the Funds total assets, and to not more than 10% of the outstanding voting securities of such issuer. A non-diversified fund is any fund other than a diversified fund. This means that the Fund at the close of each quarter of its taxable year must, in general, limit its investment in the securities of a single issuer to (i) no more than 25% of its assets, (ii) with respect to 50% of the Funds assets, no more than 5% of its assets, and (iii) the Fund will not own more than 10% of outstanding voting securities. The Fund is a separate pool of assets of the Trust which is separately managed and which may have a different investment objective from that of another Fund. The Board has the authority, without the necessity of a shareholder vote, to create any number of new series.
Each share of the Fund has equal dividend, redemption and liquidation rights and when issued is fully paid and non-assessable by the Trust. Under the Trusts Amended and Restated Master Trust Agreement, as amended (Master Trust Agreement), no annual or regular meeting of shareholders is required. Thus, there will ordinarily be no shareholder meetings unless required by the 1940 Act. The Trustees are a self-perpetuating body unless and until fewer than 50% of the Trustees, then serving as Trustees, are Trustees who were elected by shareholders. At that time a meeting of shareholders will be called to elect additional Trustees. On any matter submitted to the shareholders, the holder of each Trust share is entitled to one vote per share (with proportionate voting for fractional shares). Under the Master Trust Agreement, any Trustee may be removed by vote of two-thirds of the outstanding Trust shares, and holders of ten percent or more of the outstanding shares of the Trust can require Trustees to call a meeting of shareholders for purposes of voting on the removal of one or more trustees. Shares of the Fund vote as a separate class, except with respect to the election of Trustees and as otherwise required by the 1940 Act. On matters affecting an individual Fund, a separate vote of that Fund is required. Shareholders of the Fund are not entitled to vote on any matter not affecting that Fund. In accordance with the 1940 Act, under certain circumstances, the Trust will assist shareholders in communicating with other shareholders in connection with calling a special meeting of shareholders.
Under Massachusetts law, the shareholders of the Trust could, under certain circumstances, be held personally liability for the obligations of the Trust. However, the Master Trust Agreement disclaims shareholder liability for acts or obligations of the Trust and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the Trust or the Trustees. The Master Trust Agreement provides for indemnification out of the Trusts property of all losses and expenses of any shareholder held personally liable for the obligations of the Trust. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Trust itself would be unable to meet its obligations. The Adviser believes that, in view of the above, the risk of personal liability to shareholders is remote.
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CUSTODIAN . State Street Bank and Trust Company, 225 Franklin Street, Boston, MA 02110 is the custodian of the Trusts portfolio securities, cash, coins and bullion. The Custodian is authorized, upon the approval of the Trust, to establish credits or debits in dollars or foreign currencies with, and to cause portfolio securities of the Fund to be held by its overseas branches or subsidiaries, and foreign banks and foreign securities depositories which qualify as eligible foreign custodians under the rules adopted by the SEC.
TRANSFER AGENT . DST Systems, Inc., 210 West 10th Street, Kansas City, MO 64105 serves as transfer agent for the Trust.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM . Ernst & Young LLP, Five Times Square, New York, NY 10036 serves as independent registered public accounting firm for the Trust.
COUNSEL . Goodwin Procter LLP, Exchange Place, Boston, MA 02109 serves as counsel to the Trust.
The audited financial statements of the Fund for the fiscal year ended December 31, 2009 are incorporated by reference from the Funds Annual Report to shareholders, which is available at no charge upon written or telephone request to the Trust at the address or telephone number set forth on the first page of this SAI.
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ADVISERS PROXY VOTING POLICIES
INTRODUCTION
Effective March 10, 2003, the Securities and Exchange Commission (the Commission) adopted Rule 206(4)-6 under the Investment Advisers Act of 1940 (Advisers Act), requiring each investment adviser registered with the Commission to adopt and implement written policies and procedures for voting client proxies, to disclose information about the procedures to its clients, and to inform clients how to obtain information about how their proxies were voted. The Commission also amended Rule 204-2 under the Advisers Act to require advisers to maintain certain proxy voting records. Both rules apply to all investment advisers registered with the Commission that have proxy voting authority over their clients securities. An adviser that exercises voting authority without complying with Rule 206(4)-6 will be deemed to have engaged in a fraudulent, deceptive, or manipulative act, practice or course of business within the meaning of Section 206(4) of the Advisers Act.
When an adviser has been granted proxy voting authority by a client, the adviser owes its clients the duties of care and loyalty in performing this service on their behalf. The duty of care requires the adviser to monitor corporate actions and vote client proxies. The duty of loyalty requires the adviser to cast the proxy votes in a manner that is consistent with the best interests of the client.
PROXY VOTING POLICIES AND PROCEDURES
RESOLVING MATERIAL CONFLICTS OF INTEREST
A material conflict means the existence of a business relationship between a portfolio company or an affiliate and Van Eck Associates Corporation, any affiliate or subsidiary (individually and together, as the context may require, Adviser), or an affiliated person of a Van Eck mutual fund in excess of $60,000. Examples of when a material conflict exists include the situation where the adviser provides significant investment advisory, brokerage or other services to a company whose management is soliciting proxies; an officer of the Adviser serves on the board of a charitable organization that receives charitable contributions from the portfolio company and the charitable organization is a client of the Adviser; a portfolio company that is a significant selling agent of Van Ecks products and services solicits proxies; a broker-dealer or insurance company that controls 5% or more of the Advisers assets solicits proxies; the Adviser serves as an investment adviser to the pension or other investment account of the portfolio company; the Adviser and the portfolio company have a lending relationship. In each of these situations voting against management may cause the Adviser a loss of revenue or other benefit.
Conflict Resolution . When a material conflict exists proxies will be voted in the following manner:
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Where the written guidelines set out a pre-determined voting policy, proxies will be voted in accordance with that policy, with no deviations (if a deviation is advisable, one of the other methods may be used) |
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Where the guidelines permit discretion and an independent third party has been retained to vote proxies, proxies will be voted in accordance with the predetermined policy based on the recommendations of that party; or |
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The potential conflict will be disclosed to the client (a) with a request that the client vote the proxy, (b) with a recommendation that the client engage another party to determine how the proxy should be voted or (c) if the foregoing are not acceptable to the client disclosure of how Van Eck intends to vote and a written consent to that vote by the client. |
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Any deviations from the foregoing voting mechanisms must be approved by the Compliance Officer with a written explanation of the reason for the deviation. |
REASONABLE RESEARCH EFFORTS
When determining whether a vote is in the best interest of the client, the Adviser will use reasonable research efforts. Investment personnel may rely on public documents about the company and other readily available information, which is easily accessible to the investment personnel at the time the vote is cast. Information on proxies by foreign companies may not be readily available.
VOTING CLIENT PROXIES
The Adviser generally will vote proxies on behalf of clients, unless clients instruct otherwise. There may be times when refraining from voting a proxy is in a clients best interest, such as when the Adviser determines that the cost of voting the proxy exceeds the expected benefit to the client. (For example, casting a vote on a foreign security may involve additional costs such as hiring a translator or traveling to foreign country to vote the security in person).
The portfolio manager or analyst covering the security is responsible for making voting decisions.
Portfolio Administration, in conjunction with the portfolio manager and the custodian, is responsible for monitoring corporate actions and ensuring that corporate actions are timely voted.
For the Hedge Funds, Investment Management Operations, in conjunction with the portfolio manager and custodian, monitors corporate actions and ensures that corporate actions are timely voted.
CLIENT INQUIRIES
All inquiries by clients as to how Van Eck has voted proxies must immediately be forwarded to the Proxy Administrator.
DISCLOSURE TO CLIENTS
Notification of Availability of Information
Client Brochure . The Client Brochure or Part II of Form ADV will inform clients that they can obtain information from VEAC on how their proxies were voted. The Client Brochure or Part II of Form ADV will be mailed to each client annually. The Legal Department will be responsible for coordinating the mailing with Sales/Marketing Departments.
Availability of Proxy Voting Information
At the clients request or if the information is not available on Van Ecks website, a hard copy of the accounts proxy votes will be mailed to each client.
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RECORDKEEPING REQUIREMENTS
Van Eck will retain the following documentation and information for each matter relating to a portfolio security with respect to which a client was entitled to vote:
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proxy statements received; |
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identifying number for the portfolio security; |
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shareholder meeting date; |
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brief identification of the matter voted on; |
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whether the vote was cast on the matter and how the vote was cast; |
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how the vote was cast ( e.g., for or against proposal, or abstain; for or withhold regarding election of directors); |
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records of written client requests for information on how Van Eck voted proxies on behalf of the client; |
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a copy of written responses from Van Eck to any written or oral client request for information on how Van Eck voted proxies on behalf of the client; and |
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any documents prepared by Van Eck that were material to the decision on how to vote or that memorialized the basis for the decision, if such documents were prepared. |
Copies of proxy statements filed on EDGAR, and proxy statements and records of proxy votes maintained with a third party ( i.e., proxy voting service) need not be maintained. The third party must agree in writing to provide a copy of the documents promptly upon request.
If applicable, any document memorializing that the costs of voting a proxy exceed the benefit to the client or any other decision to refrain from voting, and that such abstention was in the clients best interest.
Proxy voting records will be maintained in an easily accessible place for five years, the first two at the office of Van Eck. Proxy statements on file with EDGAR or maintained by a third party and proxy votes maintained by a third party are not subject to these particular retention requirements.
PROXY VOTING GUIDELINES
I. General Information
Generally, the Adviser will vote in accordance with the following guidelines. Where the proxy vote decision maker determines, however, that voting in such a manner would not be in the best interest of the client, the investment personnel will vote differently.
If there is a conflict of interest on any management or shareholder proposals that are voted on a case by case basis, we will follow the recommendations of an independent proxy service provider.
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II. Officers and Directors
A. The Board of Directors
Director Nominees in Uncontested Elections
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Vote on a case-by-case basis for director nominees, examining factors such as: |
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long-term corporate performance record relative to a market index; |
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composition of board and key board committees; |
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nominees investment in the company; |
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whether a retired CEO sits on the board; and |
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whether the chairman is also serving as CEO. |
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In cases of significant votes and when information is readily available, we also review: |
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corporate governance provisions and takeover activity; |
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board decisions regarding executive pay; |
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director compensation; |
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number of other board seats held by nominee; and |
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interlocking directorships. |
B. Chairman and CEO are the Same Person
Vote on a case-by-case basis on shareholder proposals that would require the positions of chairman and CEO to be held by different persons.
C . Majority of Independent Directors
Vote on a case-by-case basis shareholder proposals that request that the board be comprised of a majority of independent directors.
Vote for shareholder proposals that request that the board audit, compensation and/or nominating committees include independent directors exclusively.
D. Stock Ownership Requirements
Vote on a case-by-case basis shareholder proposals requiring directors to own a minimum amount of company stock in order to qualify as a director, or to remain on the board.
E. Term of Office
Vote on a case-by-case basis shareholder proposals to limit the tenure of outside directors.
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F. Director and Officer Indemnification and Liability Protection
Vote on a case-by-case basis proposals concerning director and officer indemnification and liability protection.
Generally, vote against proposals to eliminate entirely director and officer liability for monetary damages for violating the duty of care.
Vote for only those proposals that provide such expanded coverage in cases when a directors or officers legal defense was unsuccessful if: (1) the director was found to have acted in good faith and in a manner that he reasonably believed was in the best interests of the company, and (2) only if the directors legal expenses would be covered.
G. Director Nominees in Contested Elections
Vote on a case-by-case basis when the election of directors is contested, examining the following factors:
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long-term financial performance of the target company relative to its industry; |
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managements track record; |
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background to the proxy contest; |
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qualifications of director nominees (both slates); |
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evaluation of what each side is offering shareholders, as well as the likelihood that the proposed objectives and goals can be met; and |
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stock ownership positions. |
H. Board Structure: Staggered vs. Annual Elections
Generally, vote against proposals to stagger board elections.
Generally, vote for proposals to repeal classified boards and to elect all directors annually.
I. Shareholder Ability to Remove Directors
Vote against proposals that provide that directors may be removed only for cause.
Vote for proposals to restore shareholder ability to remove directors with or without cause.
Vote against proposals that provide that only continuing directors may elect replacements to fill board vacancies.
Vote for proposals that permit shareholders to elect directors to fill board vacancies.
J. Shareholder Ability to Alter the Size of the Board
Vote for proposals that seek to fix the size of the board.
Vote against proposals that give management the ability to alter the size of the board without shareholder approval.
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III. |
Proxy Contests |
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Reimburse Proxy Solicitation Expenses |
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Vote on a case-by-case basis proposals to provide full reimbursement for dissidents waging a proxy contest.
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IV. |
Auditors |
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Ratifying Auditors |
Vote for proposals to ratify auditors, unless information that is readily available to the vote decision-maker demonstrates that an auditor has a financial interest in or association with the company, and is therefore clearly not independent; or such readily available information creates a reasonable basis to believe that the independent auditor has rendered an opinion which is neither accurate nor indicative of the companys financial position.
Vote for shareholder proposals asking for audit firm rotation unless the rotation period is so short (less than five years) that it would be unduly burdensome to the company.
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Shareholder Voting and Control Issues |
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Cumulative Voting |
Generally, vote against proposals to eliminate cumulative voting.
Generally, vote for proposals to permit cumulative voting.
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Shareholder Ability to Call Special Meetings |
Generally, vote against proposals to restrict or prohibit shareholder ability to call special meetings.
Generally, vote for proposals that remove restrictions on the right of shareholders to act independently of management.
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Shareholder Ability to Act by Written Consent |
Generally, vote against proposals to restrict or prohibit shareholder ability to take action by written consent.
Generally, vote for proposals to allow or make easier shareholder action by written consent.
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Poison Pills |
Vote for shareholder proposals that ask a company to submit its poison pill for shareholder ratification.
Vote on a case-by-case basis shareholder proposals to redeem a companys poison pill.
Vote on a case-by-case basis management proposals to ratify a poison pill.
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Fair Price Provision |
Vote on a case-by-case basis when examining fair price proposals, (where market quotations are not readily available) taking into consideration whether the shareholder vote requirement embedded in the provision is no more than a majority of disinterested shares.
Generally, vote for shareholder proposals to lower the shareholder vote requirement in existing fair price provisions.
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Greenmail |
Generally, vote for proposals to adopt anti-greenmail charter or bylaw amendments or otherwise restrict a companys ability to make greenmail payments.
Generally, vote on a case-by-case basis anti-greenmail proposals when they are bundled with other charter or bylaw amendments.
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Unequal Voting Rights |
Vote against dual class exchange offers.
Vote against dual class recapitalizations
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Supermajority Shareholder Vote Requirement to Amend the Charter or Bylaws |
Vote against management proposals to require a supermajority shareholder vote to approve charter and bylaw amendments.
Vote for shareholder proposals to lower supermajority shareholder vote requirements for charter and bylaw amendments.
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Supermajority Shareholder Vote Requirement to Approve Mergers |
Vote against management proposals to require a supermajority shareholder vote to approve mergers and other significant business combinations.
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White Knight Placements |
Vote for shareholder proposals to require approval of blank check preferred stock issues for other than general corporate purposes or similar corporate actions.
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Confidential Voting |
Generally, vote for shareholder proposals that request corporations to adopt confidential voting, use independent tabulators and use independent inspectors of election as long as the proposals include clauses for proxy contests as follows: In the case of a contested election, management is permitted to request that the dissident group honor its confidential voting policy. If the dissidents agree, the policy remains in place. If the dissidents do not agree, the confidential voting policy is waived.
Generally, vote for management proposals to adopt confidential voting.
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M. |
Equal Access |
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Generally, vote for shareholders proposals that would allow significant company shareholders equal access to managements proxy material in order to evaluate and propose voting recommendations on proxy proposals and director nominees, and in order to nominate their own candidates to the board. |
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Bundled Proposals |
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Generally, vote on a case-by-case basis bundled or conditioned proxy proposals. In the case of items that are conditioned upon each other, we examine the benefits and costs of the packaged items. In instances when the joint effect of the conditioned items is not in shareholders best interests, we vote against the proposals. If the combined effect is positive, we support such proposals. |
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Shareholder Advisory Committees |
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Vote on a case-by-case basis proposals to establish a shareholder advisory committee. |
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Capital Structure |
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Common Stock Authorization |
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Vote on a case-by-case basis proposals to increase the number of shares of common stock authorized for issue. |
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Generally, vote against proposed common stock authorizations that increase the existing authorization by more than 100% unless a clear need for the excess shares is presented by the company. |
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Stock Distributions: Splits and Dividends |
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Generally, vote for management proposals to increase common share authorization for a stock split, provided that the split does not result in an increase of authorized but un-issued shares of more than 100% after giving effect to the shares needed for the split. |
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Reverse Stock Splits |
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Generally, vote for management proposals to implement a reverse stock split, provided that the reverse split does not result in an increase of authorized but unissued shares of more than 100% after giving effect to the shares needed for the reverse split. |
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Blank Check Preferred Authorization |
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Generally, vote for proposals to create blank check preferred stock in cases when the company expressly states that the stock will not be used as a takeover defense or carry superior voting rights. |
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Vote on a case-by-case basis proposals that would authorize the creation of new classes of preferred stock with unspecified voting, conversion, dividend and distribution, and other rights. |
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Vote on a case-by-case basis proposals to increase the number of authorized blank check preferred shares. |
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Shareholder Proposals Regarding Blank Check Preferred Stock |
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Generally, vote for shareholder proposals to have blank check preferred stock placements, other than those shares issued for the purpose of raising capital or making acquisitions in the normal course of business, submitted for shareholder ratification. |
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F. |
Adjust Par Value of Common Stock |
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Vote on a case-by-case basis management proposals to reduce the par value of common stock. |
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Preemptive Rights |
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Vote on a case-by-case basis proposals to create or abolish preemptive rights. In evaluating proposals on preemptive rights, we look at the size of a company and the characteristics of its shareholder base. |
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Debt Restructurings |
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Vote on a case-by-case basis proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan. We consider the following issues: |
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Dilution How much will ownership interest of existing shareholders be reduced, and how extreme will dilution to any future earnings be? |
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Change in Control Will the transaction result in a change in control of the company? |
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Bankruptcy Is the threat of bankruptcy, which would result in severe losses in shareholder value, the main factor driving the debt restructuring? |
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Generally, we approve proposals that facilitate debt restructurings unless there are clear signs of self-dealing or other abuses. |
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I. |
Share Repurchase Programs |
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Vote for management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms. |
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VII. |
Executive Compensation |
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In general, we vote on a case-by-case basis on executive compensation plans, with the view that viable compensation programs reward the creation of stockholder wealth by having a high payout sensitivity to increases in shareholder value. |
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VIII. |
Compensation Proposals |
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A. |
Amendments that Place a Cap on Annual Grants |
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Vote for plans that place a cap on the annual grants any one participant may receive. |
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B. |
Amend Administrative Features |
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Vote for plans that simply amend shareholder-approved plans to include administrative features. |
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C. |
Amendments to Added Performance-Based Goals |
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Generally, vote for amendments to add performance goals to existing compensation plans. |
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D. |
Amendments to Increase Shares and Retain Tax Deductions |
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Vote on amendments to existing plans to increase shares reserved and to qualify the plan for favorable tax treatment should be evaluated on a case-by-case basis. |
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E. |
Approval of Cash or Cash-and-Stock Bonus Plans |
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Vote for cash or cash-and-stock bonus plans to exempt the compensation from taxes. |
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F. |
Shareholder Proposals to Limit Executive Pay |
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Vote on a case-by-case basis all shareholder proposals that seek additional disclosure of executive pay information. |
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Vote on a case-by-case basis all other shareholder proposals that seek to limit executive pay. |
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Vote for shareholder proposals to expense options, unless the company has already publicly committed to expensing options by a specific date. |
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G. |
Golden and Tin Parachutes |
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Vote for shareholder proposals to have golden and tin parachutes submitted for shareholder ratification. |
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Vote on a case-by-case basis all proposals to ratify or cancel golden or tin parachutes. |
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H. |
Employee Stock Ownership Plans (ESOPs) |
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Vote on a case-by-case basis proposals that request shareholder approval in order to implement an ESOP or to increase authorized shares for existing ESOPs, except in cases when the number of shares allocated to the ESOP is excessive (i.e., generally greater than 5% of outstanding shares). |
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I. |
401(k) Employee Benefit Plans |
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Generally, vote for proposals to implement a 401(k) savings plan for employees. |
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IX. |
State of Incorporation |
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A. |
Voting on State Takeover Statutes |
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Vote on a case-by-case basis proposals to opt in or out of state takeover statutes (including control share acquisition statutes, control share cash-out statutes, freezeout provisions, fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, anti-greenmail provisions, and disgorgement provisions). |
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B. |
Voting on Reincorporation Proposals |
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Vote on a case-by-case basis proposals to change a companys state of incorporation. |
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X. |
Mergers and Corporate Restructurings |
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A. |
Mergers and Acquisitions |
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Vote on a case-by-case basis proposals related to mergers and acquisitions, taking into account at least the following: |
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anticipated financial and operating benefits; |
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offer price (cost vs. premium); |
A-10
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prospects of the combined companies; |
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how the deal was negotiated; and |
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changes in corporate governance and their impact on shareholder rights. |
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B. |
Corporate Restructuring |
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Vote on a case-by-case basis proposals related to a corporate restructuring, including minority squeezeouts, leveraged buyouts, spin-offs, liquidations and asset sales. |
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C. |
Spin-offs |
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Vote on a case-by-case basis proposals related to spin-offs depending on the tax and regulatory advantages, planned use of sale proceeds, market focus, and managerial incentives. |
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D. |
Asset Sales |
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Vote on a case-by-case basis proposals related to asset sales after considering the impact on the balance sheet/working capital, value received for the asset, and potential elimination of diseconomies. |
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E. |
Liquidations |
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Vote on a case-by-case basis proposals related to liquidations after reviewing managements efforts to pursue other alternatives, appraisal value of assets, and the compensation plan for executives managing the liquidation. |
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F. |
Appraisal Rights |
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Vote for proposals to restore, or provide shareholders with, rights of appraisal. |
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G. |
Changing Corporate Name |
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Vote on a case-by-case basis proposal to change the corporate name. |
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XI. |
Mutual Fund Proxies |
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A. |
Election of Trustees |
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Vote on trustee nominees on a case-by-case basis. |
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B. |
Investment Advisory Agreement |
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Vote on investment advisory agreements on a case-by-case basis. |
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C. |
Fundamental Investment Restrictions |
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Vote on amendments to a funds fundamental investment restrictions on a case-by-case basis. |
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D. |
Distribution Agreements |
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Vote on distribution agreements on a case-by-case basis. |
A-11
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XII. |
Social and Environmental Issues |
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In general we vote on a case-by-case basis on shareholder social and environmental proposals, on the basis that their impact on share value can rarely be anticipated with any high degree of confidence. |
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In most cases, however, we vote for disclosure reports that seek additional information, particularly when it appears companies have not adequately addressed shareholders social and environmental concerns. |
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In determining our vote on shareholder social and environmental proposals, we analyze factors such as: |
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whether adoption of the proposal would have either a positive or negative impact on the companys short-term or long-term share value; |
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the percentage of sales, assets and earnings affected; |
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the degree to which the companys stated position on the issues could affect its reputation or sales, or leave it vulnerable to boycott or selective purchasing; whether the issues presented should be dealt with through government or company - specific action; |
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whether the company has already responded in some appropriate manner to the request embodied in a proposal; |
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whether the companys analysis and voting recommendation to shareholders is persuasive; |
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what other companies have done in response to the issue; |
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whether the proposal itself is well framed and reasonable; whether implementation of the proposal would achieve the objectives sought in the proposal; and |
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whether the subject of the proposal is best left to the discretion of the board. |
A-12
APPENDIX A-1
ARISTOS CAPITAL MANAGEMENT LLC
PROXY VOTING POLICY AND PROCEDURES
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A. |
Policy |
Proxy voting is an important right of shareholders and reasonable care and diligence must be undertaken to ensure that such rights are properly and timely exercised. When Aristos Capital Management LLC has discretion to vote the proxies of its clients, it will vote those proxies in the best interest of its clients and in accordance with these policies and procedures.
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B. |
Proxy Voting Procedures |
Aristos Capital Management utilizes the electronic Proxy Voting systems of its Prime Brokers, Morgan Stanley & Co. and J.P.Morgan to track and vote all proxies. Proxy notifications are received by Aristos Capital Management LLC Compliance Officer via the prime brokers websites. Once the Compliance Officer receives a proxy notice he will:
Forward and discuss the proxy with the portfolio manager
Provide the portfolio manager with the number of votes each account controls and the date by which Aristos Capital Management LLC must vote the proxy.
Absent material conflicts (see Section IV), the portfolio manager and the CCO will determine how Aristos Capital Management LLC should vote the proxy. The portfolio manager will instruct the CCO on how Aristos Capital Management LLC will vote the proxy. The CCO is responsible for voting the proxy and mailing the proxy in a timely and appropriate manner.
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C. |
Voting Guidelines |
Generally, Aristos Capital Management LC will vote proxies in the best interest of its clients. Aristos Capital Management LLC believes that voting proxies in accordance with the following guidelines is in the best interest of its client.
Generally, Aristos Capital Management LLC will vote in favor of routine corporate housekeeping proposals, including election of directors (where no corporate governance issues are implicated), selection of auditors, and increases in or reclassification of common stock.
Generally, Aristos Capital Management LLC will vote against proposals that make it more difficult to replace members of the issuers board of directors, including proposals to stagger the board, cause management to be overrepresented on the board, introduce cumulative voting, introduce unequal voting rights, and create supermajority voting.
For other proposals, Aristos Capital Management LLC shall determine whether a proposal is in the best interest of its clients and may take into account the following factors, among others:
Whether the proposal was recommended by management and Aristos Capital Management LLC opinion of management;
Whether the proposal acts to entrench existing management; and
A-13
Whether the proposal fairly compensates management for past and future performance.
Aristos Capital Management LLC reserves the right to add to these factors as it deems necessary in order to ensure that further categories of proposals are covered and that the general principles in determining how to vote all proxies are fully stated.
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D. |
Conflicts of Interest |
The CCO will identify any conflicts that exist between the interest of Aristos Capital Management LLC and its clients. This examination will include a review of the relationship of Aristos Capital Management LLC with the issuer of each security [and any of the issuers affiliates] to determine if the issuer is a client of Aristos Capital Management LLC.
If a material conflict exist, Aristos Capital Management LLC will determine whether voting in accordance with the voting guidelines and factors described above is in the best interest of the client. Aristos Capital Management LLC will also determine whether it is appropriate to disclose the conflict to the affected clients and, except in the case of clients that are subject to the Employee Retirement Income Security Act of 1974, as amended (ERISA), give the clients the opportunity to vote their proxies themselves. In the case of ERISA clients, if the Investment Management Agreement reserves to the ERISA client the authority to vote proxies when Aristos Capital Management LLC determines it has a material conflict that affects its best judgment as an ERISA fiduciary, Aristos Capital Management LLC will give the ERISA client the opportunity to vote the proxies themselves.
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E. |
Disclosure |
Aristos Capital Management LLC will disclose in its Form ADV Part II that clients may contact the CCO, via e-mail at Lloyd@aristosllc.com or (212) 468-2705 in order to obtain information on how Aristos Capital Management LLC voted such clients proxies, and to request a copy of these policies and procedures. If a client requests this information, the CCO will prepare a written response to the client that lists, with respect to each voted proxy that the client has inquired about, (1) the name of the issuer; (2) the proposal voted upon and (3) how Aristos Capital Management LLC voted the clients proxy.
A concise summary of these Proxy Voting Policies and Procedures will be included in Aristos Capital Management LLC Form ADV Part II, and will be updated whenever these policies and procedures are updated. The Compliance Officer will arrange for a copy of this summary to be sent to all existing clients, either as a separate mailing or along with a periodic account statement or other correspondence sent to clients.
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F. |
Record Keeping |
The CCO will maintain files relating to Aristos Capital Management LLC proxy voting procedures. Records will be maintained and preserved for five years from the end of the fiscal year during which the last entry was made on a record.
Aristos Capital Management LLC will retain a copy of these proxy voting policies and procedures and any amendments thereto.
A copy of each proxy statement that Aristos Capital Management LLC receives provided however that Aristos Capital Management LLC may rely on obtaining a copy of proxy statements from the prime brokers Proxy Voting System for those proxy statements that are so available.
A record of each vote that Aristos Capital Management LLC casts.
A-14
A copy of any document Aristos Capital Management LLC created that was material to making a decision how to vote proxies, or that memorializes that decision.
A copy of each written client request for information on how Aristos Capital Management LLC voted such clients proxies and a copy of any written response to any (written and oral) client request for information on how Aristos Capital Management LLC voted its proxy.
A-15
APPENDIX A-2
CENTAUR PERFORMANCE GROUP CO. LLC
PROXY VOTING
POLICIES AND PROCEDURES
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1. |
POLICY |
Centaur Performance Group Co. LLC (Adviser) acts as a discretionary investment firm for various clients, which may, from time to time, include clients governed by the Employee Retirement Income Security Act of 1974 (ERISA). The Firms authority to vote proxies or act with respect to other actions requiring shareholder votes is established through the delegation of discretionary authority under its investment advisory contracts. Therefore, unless a client (including any named fiduciary under ERISA) specifically reserves the right, in writing, to vote its own proxies or to take shareholder action with respect to other actions, The Firm will vote all proxies and act on all other actions in a timely manner as part of its full discretionary authority over client assets in accordance with these Policies and Procedures. Corporate actions that require shareholder votes may include, for example and without limitation, tender offers or exchanges, bankruptcy proceedings, and class actions.
When voting proxies or acting with respect to corporate actions for clients, the Firms utmost concern is that all decisions be made solely in the best interest of the client (and for any ERISA accounts, plan beneficiaries and participants, in accordance with the letter and spirit of ERISA). The Firm will act in a prudent and diligent manner intended to enhance the economic value of the assets of the clients account.
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2. |
PURPOSE |
The purpose of these Policies and Procedures is to memorialize the procedures and policies adopted by the Firm to enable it to comply with its fiduciary responsibilities to clients and the requirements of Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended (Advisers Act). These Policies and Procedures also reflect the fiduciary standards and responsibilities set forth by the Department of Labor for ERISA accounts.
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3. |
PROCEDURES |
The CIO is ultimately responsible for ensuring that all proxies received by the Firm are voted in a timely manner and in a manner consistent with what the Firm considers to be each clients best interests. The CCO will develop guidelines (Guidelines) for proxy voting in consultation with the CIO, and will review the guidelines annually and revise them, if necessary, at that time.
The CIO is also responsible for ensuring that all corporate action notices or requests received by the Firm that require shareholder action are addressed in a timely manner by the designated portfolio manager and consistent action is taken across all the Firm situated client accounts.
Conflicts of Interest
Where a proxy proposal raises a material conflict between the Firms interests and a clients interest, the Firm will resolve such a conflict in the manner described below:
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3.1.1 |
Vote in Accordance with the Guidelines |
To the extent that the matter to be voted on is covered specifically by the Guidelines, the Firm will vote in accordance with the Guidelines. The Firm does not receive proxies involving matters that are specifically covered by the Guidelines.
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3.1.2 |
Obtain Consent of Clients |
To the extent that the Firm has discretion to make a case-by-case decision under the Guidelines with respect to the proposal in question and if obtaining client consent to the proposed vote would be practicable under the circumstances and timing of the proposed vote, the Firm will disclose the conflict to the relevant clients and obtain their consent to the proposed vote prior to voting the securities. The disclosure to the client will include sufficient detail regarding the matter to be voted on and the nature of the Firms conflict that the client would be able to make an informed decision regarding the vote. If a client does not respond to such a conflict disclosure request or denies the request, the Firm will abstain from voting the securities held by that clients account.
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3.1.3 |
Client Directive to Use an Independent Third Party |
Alternatively, a client may, in writing, specifically direct the Firm to forward all proxy matters in which the Firm has a conflict of interest regarding the clients securities to an identified independent third party for review and recommendation. In the absence of a client directive, the Firm may elect to forward such matters to an independent third party for review and recommendation. Where such independent third partys recommendations are received on a timely basis, the Firm will vote all such proxies in accordance with such third partys recommendation. If the third partys recommendations are not received in a timely manner, the Firm will abstain from voting the securities held by that clients account.
Limitations
In certain circumstances, in accordance with a clients investment advisory contract (or other written directive) or where the Firm has determined that it is in the clients best interest, the Firm will not vote proxies received. The following are certain circumstances where the Firm may limit its role in voting proxies:
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3.1.4 |
Client Maintains Proxy Voting Authority |
Where client specifies in writing that it will maintain the authority to vote proxies itself or that it has delegated the right to vote proxies to a third party, the Firm will not vote the securities and will direct the relevant custodian to send the proxy material directly to the client or specified third party. If any proxy material is received by the Adviser, it will promptly be forwarded to the client or specified third party.
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3.1.5 |
Terminated Account |
Once a client account has been terminated with the Firm in accordance with its investment advisory agreement, the Firm will not vote any proxies received after the termination. However, the client may specify in writing that proxies should be directed to the client (or a specified third party) for action.
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3.1.6 |
Limited Value |
If the Firm determines that the value of a clients economic interest or the value of the portfolio holding is indeterminable or insignificant, the Firm may abstain from voting a clients proxies. The Firm also will not vote proxies received for securities which are no longer held by the clients account. Any such abstention and the reasons therefore will be documented in the Firms records.
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3.1.7 |
Accommodation Security Positions |
In certain instances, a client account may contain certain securities that the Firm does not actively manage, but that are maintained in the account at the clients request (designated as Accommodation Positions). With respect to such securities, the Firm will vote in accordance with its Guidelines unless the position requires a case-by-case analysis, in which case the Firm may abstain from voting. The client may also direct the Firm to take an action with respect to a particular matter. Such direction must be in
A-17
writing.
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3.1.8 |
Securities Lending Programs |
When securities are out on loan, they are transferred into the borrowers name and are voted by the borrower, in its discretion. However, where the Firm determines that a proxy vote (or other shareholder action) is materially important to the clients account, the Firm may recall the security for purposes of voting.
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3.1.9 |
Unjustifiable Costs |
In certain circumstances, after doing a cost-benefit analysis, the Firm may abstain from voting where the cost of voting a clients proxy would exceed any anticipated benefits to the client of the proxy proposal. Any such abstention and the reasons therefore will be documented in the Firms records.
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4. |
RECORD KEEPING |
In accordance with Rule 204-2 under the Advisers Act, the Firm will maintain for the time periods set forth in the Rule (i) these proxy voting procedures and policies, and all amendments thereto; (ii) all proxy statements received regarding client securities (provided however, that the Firm may rely on the proxy statement filed on EDGAR as its records); (iii) a record of all votes cast on behalf of clients; (iv) records of all client requests for proxy voting information; (v) any documents prepared by the Firm that were material to making a decision how to vote or that memorialized the basis for the decision; and (vi) all records relating to requests made to clients regarding conflicts of interest in voting the proxy.
The Firm will describe in its Part II of Form ADV (or other brochure fulfilling the requirement of Rule 204-3) its proxy voting policies and procedures and will inform clients how they may obtain information on how the Firm and the Service voted proxies with respect to the clients portfolio securities. Clients may obtain information on how their securities were voted or a copy of the Firms Policies and Procedures by written request addressed to the Adviser.
A-18
APPENDIX A-3
DIX HILLS
PROXY VOTING
Issue
Rule 206(4)-6 under the Advisers Act requires every investment adviser who exercises voting authority with respect to client securities to adopt and implement written policies and procedures, reasonably designed to ensure that the adviser votes proxies in the best interest of its Clients. The procedures must address material conflicts that may arise in connection with proxy voting. The Rule further requires the adviser to provide a concise summary of the advisers proxy voting process and offer to provide copies of the complete proxy voting policy and procedures to Clients upon request. Lastly, the Rule requires that the adviser disclose to Clients how they may obtain information on how the adviser voted their proxies.
The Companys obligation to vote proxies on behalf of Clients or the Funds is limited. Typically, Dix Hills will be required to vote proxies relating to routine matters for the money market funds that are held in accounts. Nevertheless, Dix Hills has adopted this comprehensive policy in the event that the Company is required to vote proxies of substantial concern.
Risks
In developing this policy and procedures, the Company considered the limited risks associated with its voting of client proxies. This analysis includes risks such as:
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The Company does not maintain a written proxy voting policy as required by Rule 206(4)-6. |
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Proxies are not voted in Clients best interests. |
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Proxies are not identified and voted in a timely manner. |
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Proxy voting records and client requests to review proxy votes are not maintained. |
The Company has established the following guidelines as an attempt to mitigate these risks.
Policy
It is the policy of the Company to vote proxies to maximize value for Clients or the Funds. Proxies are an asset of a client, which should be treated by the Company with the same care, diligence, and loyalty as any asset belonging to a client. To that end, the Company will vote in a way that it believes, consistent with its fiduciary duty, will cause the value of the issue to increase the most or decline the least. Consideration will be given to both the short and long term implications of the proposal to be voted on when considering the optimal vote.
Procedures for Identification and Voting of Proxies
These proxy voting procedures are designed to enable the Company to resolve material conflicts of interest before voting proxies.
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1. |
New account forms of broker-dealers, custodians, or futures commission merchants will state that the Company should receive proxy voting documentation in the event that the Client has determined that Dix Hills will vote proxies. The designation may also be made by contacting client service representatives. |
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2. |
The Portfolio Managers shall receive all proxy voting materials and will be responsible for ensuring that proxies are voted and submitted in a timely manner. |
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3. |
The CCO will reasonably try to assess any material conflicts between the Companys interests and those of its Clients with respect to proxy voting by considering the situations identified in the Conflicts of Interest section of this document. |
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4. |
Provided that no material conflicts of interest are identified, the Company will vote the proxy in the interest of maximizing shareholder value. The Company may also elect to abstain from voting if it deems such abstinence in its Clients best interests. The rationale for abstain votes will be documented and the documentation will be maintained in the permanent file. |
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5. |
The Company is not required to vote every proxy and such should not necessarily be construed as a violation of the Companys fiduciary obligations. There may be times when refraining from voting is in the clients best interest, such as when the Companys analysis of a particular proxy reveals that the cost of voting the proxy may exceed the expected benefit to the client. |
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6. |
If the CCO is made aware of a conflict of interest, the following process will be followed: |
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a. |
The Portfolio Managers and the CCO will consider the proposal by reviewing the proxy voting materials and any additional documentation necessary in determining the appropriate vote. The Portfolio Managers and the CCO may consider the following: |
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Whether adoption of the proposal would have a positive or negative impact on the issuers short term or long-term value. |
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Whether the issuer has already responded in some appropriate manner to the request embodied in a proposal. |
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Whether the proposal itself is well framed and reasonable. |
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Whether implementation of the proposal would achieve the objectives sought in the proposal. |
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Whether the issues presented would best be handled through government or issuer-specific action. |
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b. |
Upon the provision of a reasonable amount of time to consider the proposal, the Portfolio Manager and CCO will document their decision. |
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7. |
All proxy votes will be recorded and the following information will be maintained: |
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The name of the issuer of the portfolio Security; |
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The exchange ticker symbol of the portfolio Security; |
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The Council on Uniform Securities Identification Procedures (CUSIP) number for the portfolio Security; |
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The shareholder meeting date; |
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The number of shares the Company is voting on firm-wide; |
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A brief identification of the matter voted on; |
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Whether the matter was proposed by the issuer or by a Security holder; |
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Whether or not the Company cast its vote on the matter; |
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How the Company cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); |
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Whether the Company cast its vote with or against management; and |
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Whether any client requested an alternative vote of its proxy. |
Conflicts of Interest
The following is a non-exhaustive list of potential conflicts of interest that could influence the proxy voting process:
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§ |
Conflict: the Company is retained by a client, or is in the process of being retained by a client that is an officer or director of an issuer that is held in the Companys client portfolios. |
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§ |
Conflict: the Companys Employees maintain a personal and/or business relationship (not an advisory relationship) with issuers or individuals that serve as officers or directors of issuers. For example, the spouse of an Employee may be a high-level executive of an issuer that is held in the Companys client portfolios. The spouse could attempt to influence the Company to vote in favor of management. |
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§ |
Conflict: the Company or an Employee(s) personally owns a significant number of an issuers securities that are also held in the Companys client portfolios. |
Recordkeeping
The Company will maintain the documentation described in the following section for a period of not less than five (5) years, the first two (2) years at its principal place of business. The CCO will be responsible for the following procedures and for ensuring that the required documentation is retained.
Client request to review proxy votes :
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§ |
Any request, whether written (including e-mail) or oral, received by any Employee of the Company, must be promptly reported to the CCO. All written requests must be retained in the permanent file. |
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Furnish the information requested, free of charge, to the client within a reasonable time period (within 10 business days). Maintain a copy of the written record provided in response to clients written (including e-mail) or oral request. A copy of the written response should be attached and maintained with the clients written request, if applicable and maintained in the permanent file. |
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Clients are permitted to request the proxy voting record for the 5 year period prior to their request. |
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Proxy statements received regarding client securities: |
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Upon receipt of a proxy, copy or print a sample of the proxy statement or card and maintain the copy in a central file along with a sample of the proxy solicitation instructions. |
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Note: the Company is permitted to rely on proxy statements filed on the SECs EDGAR system instead of keeping its own copies. |
Proxy voting records:
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A record of how the Company voted Client proxies. |
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Documents prepared or created by the Company that were material to making a decision on how to vote, or that memorialized the basis for the decision. |
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Documentation or notes or any communications received from third parties, other industry analysts, third party service providers, companys management discussions, etc. that were material in the basis for the decision. |
Disclosure
The Company will ensure that Part II of Form ADV and/or the Funds PPM is updated as necessary to reflect: (i) all material changes to the Proxy Voting Policy and Procedures; and (ii) information about how Clients may obtain information on how the Company voted their securities.
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APPENDIX A-4
PROXY VOTING POLICY OF
LAZARD ASSET MANAGEMENT LLC
AND
LAZARD ASSET MANAGEMENT (CANADA), INC.
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A. |
Introduction |
Lazard Asset Management LLC and Lazard Asset Management (Canada), Inc. (together, Lazard) provide investment management services for client accounts, including proxy voting services. As a fiduciary, Lazard is obligated to vote proxies in the best interests of its clients. Lazard has developed a structure that is designed to ensure that proxy voting is conducted in an appropriate manner, consistent with clients best interests, and within the framework of this Proxy Voting Policy (the Policy). Lazard has adopted this Policy in order to satisfy its fiduciary obligation and the requirements of Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended.
Lazard manages assets for a variety of clients, including individuals, Taft-Hartley plans, governmental plans, foundations and endowments, corporations, and investment companies and other collective investment vehicles. To the extent that proxy voting authority is delegated to Lazard, Lazards general policy is to vote proxies on a given issue the same for all of its clients. This Policy is based on the view that Lazard, in its role as investment adviser, must vote proxies based on what it believes will maximize shareholder value as a long-term investor, and the votes that it casts on behalf of all its clients are intended to accomplish that objective. This Policy recognizes that there may be times when meeting agendas or proposals may create the appearance of a material conflict of interest for Lazard. When such a conflict may appear, Lazard will seek to alleviate the potential conflict by voting consistent with pre-approved guidelines or, in situations where the pre-approved guideline is to vote case-by-case, with the recommendation of an independent source. More information on how Lazard handles conflicts is provided in Section F of this Policy.
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B. |
Responsibility to Vote Proxies |
Generally, Lazard is willing to accept delegation from its clients to vote proxies. Lazard does not delegate that authority to any other person or entity, but retains complete authority for voting all proxies on behalf of its clients. Not all clients delegate proxy-voting authority to Lazard, however, and Lazard will not vote proxies, or provide advice to clients on how to vote proxies, in the absence of a specific delegation of authority or an obligation under applicable law. For example, securities that are held in an investment advisory account for which Lazard exercises no investment discretion, are not voted by Lazard, nor are shares that a client has authorized their custodian bank to use in a stock loan program which passes voting rights to the party with possession of the shares.
As discussed more fully in Section G of this Policy, there may be times when Lazard determines that it would be in the best interests of its clients to abstain from voting proxies.
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C. |
General Administration |
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1. |
Overview |
Lazards proxy voting process is administered by its Proxy Operations Department (ProxyOps), which reports to Lazards Chief Operations Officer. Oversight of the process is provided by Lazards Legal and Compliance Department and by a Proxy Committee currently consisting of Managing Directors, portfolio managers and other investment personnel of Lazard. The Proxy Committee meets at least semi-annually to review this Policy and consider changes to it, as well as specific proxy voting guidelines (the Approved Guidelines), which are discussed below. Meetings may be convened more frequently (for example, to discuss a specific proxy agenda or proposal) as requested by the Manager of ProxyOps, any
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member of the Proxy Committee, or Lazards General Counsel or Chief Compliance Officer. A representative of Lazards Legal and Compliance Department must be present at all Proxy Committee meetings.
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2. |
Role of Third Parties |
To assist it in its proxy-voting responsibilities, Lazard currently subscribes to several research and other proxy-related services offered by Institutional Shareholder Services, Inc. (ISS), one of the worlds largest providers of proxy-voting services. ISS provides Lazard with its independent analysis and recommendation regarding virtually every proxy proposal that Lazard votes on behalf of its clients, with respect to both U.S. and non-U.S. securities.
ISS provides other proxy-related administrative services to Lazard. ISS receives on Lazards behalf all proxy information sent by custodians that hold securities of Lazards clients. ISS posts all relevant information regarding the proxy on its password-protected website for Lazard to review, including meeting dates, all agendas and ISS analysis. ProxyOps reviews this information on a daily basis and regularly communicates with representatives of ISS to ensure that all agendas are considered and proxies are voted on a timely basis. ISS also provides Lazard with vote execution, recordkeeping and reporting support services.
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3. |
Voting Process |
Lazards Proxy Committee has approved specific proxy voting guidelines regarding various common proxy proposals (the Approved Guidelines). As discussed more fully below in Section D of this Policy, depending on the proposal, an Approved Guideline may provide that Lazard should vote for or against the proposal, or that the proposal should be considered on a case-by-case basis.
Where the Approved Guideline for a particular type of proxy proposal is to vote on a case-by case basis, Lazard believes that input from a portfolio manager or research analysts with knowledge of the issuer and its securities (collectively, Portfolio Management) is essential. Portfolio Management is, in Lazards view, best able to evaluate the impact that the outcome on a particular proposal will have on the value of the issuers shares. Consequently, the Manager of ProxyOps seeks Portfolio Managements recommendation on how to vote all such proposals. Similarly, with respect to certain Lazard strategies, as discussed more fully in Sections F and G below, the Manager of ProxyOps will consult with Portfolio Management to determine when it would be appropriate to abstain from voting.
In seeking Portfolio Managements recommendation, the Manager of ProxyOps provides ISS recommendation and analysis. Portfolio Management provides the Manager of ProxyOps with its recommendation and the reasons behind it. ProxyOps will generally vote as recommended by Portfolio Management, subject to certain strategy- specific situations or situations where there may appear to be a material conflict of interest, in which case an alternative approach may be followed. (See Sections F and G below.) Depending on the facts surrounding a particular case-by-case proposal, or Portfolio Managements recommendation on a case-by-case proposal, the Manager of ProxyOps may consult with Lazards Chief Compliance Officer or General Counsel, and may seek the final approval of the Proxy Committee regarding Portfolio Managements recommendation. If necessary, and in cases where there is a possibility of a split vote among Portfolio Management teams as described in Section G.1. below, a meeting of the Proxy Committee will be convened to discuss the proposal and reach a final decision on Lazards vote.
Subject to certain strategy-specific situations, ProxyOps generally votes all routine proposals (described below) according to the Approved Guidelines. For non-routine proposals where the Approved Guideline is to vote for or against, ProxyOps will provide Portfolio Management with both the Approved Guideline, as well as ISS recommendation and analysis. Unless Portfolio Management disagrees with the Approved Guideline for the specific proposal, ProxyOps will generally vote the proposal according to the Approved Guideline. If Portfolio Management disagrees, however, it will provide its reason for doing
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so. All the relevant information will be provided to the Proxy Committee members for a final determination of such non-routine items. It is expected that the final vote will be cast according to the Approved Guideline, absent a compelling reason for not doing so, and subject to situations where there may be the appearance of a material conflict of interest or certain strategy-specific situations, in which case an alternative approach may be followed. (See Sections F and G, below.)
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D. |
Specific Proxy Items |
Shareholders receive proxies involving many different proposals. Many proposals are routine in nature, such as a non-controversial election of Directors or a change in a companys name. Others are more complicated, such as items regarding corporate governance and shareholder rights, changes to capital structure, stock option plans and other executive compensation issues, mergers and other significant transactions and social or political issues. Following are the Approved Guidelines for a significant proportion of the proxy proposals on which Lazard regularly votes. Of course, other proposals may be presented from time to time. Those proposals will be discussed with the Proxy Committee to determine how they should be voted and, if it is anticipated that they may re-occur, to adopt an Approved Guideline.
Certain strategy-specific considerations may result in Lazard voting proxies other than according to Approved Guidelines, not voting shares at all, issuing standing instructions to ISS on how to vote certain proxy matters or other differences from how Lazard votes or handles its proxy voting. These considerations are discussed in more detail in Section G, below.
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1. |
Routine Items |
Lazard generally votes routine items as recommended by the issuers management and board of directors, and against any shareholder proposals regarding those routine matters, based on the view that management is in a better position to evaluate the need for them. Lazard considers routine items to be those that do not change the structure, charter, bylaws, or operations of an issuer in any way that is material to shareholder value. Routine items generally include:
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routine election or re-election of directors; |
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appointment or election of auditors, in the absence of any controversy or conflict regarding the auditors; |
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issues relating to the timing or conduct of annual meetings; and |
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name changes. |
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2. |
Corporate Governance and Shareholder Rights Matters |
Many proposals address issues related to corporate governance and shareholder rights. These items often relate to a board of directors and its committees, anti-takeover measures, and the conduct of the companys shareholder meetings.
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a. |
Board of Directors and Its Committees |
Lazard votes in favor of provisions that it believes will increase the effectiveness of an issuers board of directors. Lazard believes that in most instances, a board and the issuers management are in the best position to make the determination how to best increase a boards effectiveness. Lazard does not believe that establishing burdensome requirements regarding a board will achieve this objective. Lazard has Approved Guidelines to vote:
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For the establishment of an independent nominating committee, audit committee or compensation committee of a board of directors; |
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For a requirement that a substantial majority (e.g., 2/3) of a US or UK companys directors be independent; |
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On a case-by-case basis regarding the election of directors where the board does not have independent key committees or sufficient independence; |
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For proposals that a boards committees be comprised solely of independent directors or consist of a majority of independent directors; |
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For proposals to limit directors liability; broaden indemnification of directors; and approve indemnification agreements for officers and directors, unless doing so would affect shareholder interests in a specific pending or threatened litigation; or for indemnification due to negligence in these cases voting is on a case-by-case basis; |
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For proposals seeking to de-classify a board and Against proposals seeking to classify a board; |
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On a case-by-case basis on all proposals relating to cumulative voting; |
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Against shareholder proposals, absent a demonstrable need, proposing the establishment of additional committees; and on a case-by-case basis regarding the establishment of shareholder advisory committees. |
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Against shareholder proposals seeking union or special-interest representation on the board; |
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Against shareholder proposals seeking to establish term limits or age limits for directors; |
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On a case-by-case basis on shareholder proposals seeking to require that the issuers chairman and chief executive officer be different individuals; |
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Against shareholder proposals seeking to establish director stock-ownership requirements; and |
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Against shareholder proposals seeking to change the size of a board, requiring women or minorities to serve on a board, or requiring two candidates for each board seat. |
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b. |
Anti-takeover Measures |
Certain proposals are intended to deter outside parties from taking control of a company. Such proposals could entrench management and adversely affect shareholder rights and the value of the companys shares. Consequently, Lazard has adopted Approved Guidelines to vote:
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Against proposals to adopt supermajority vote requirements, or increase vote requirements, for mergers or for the removal of directors; |
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On a case-by-case basis regarding shareholder rights plans (also known as poison pill plans) and For proposals seeking to require all poison pill plans be submitted to shareholder vote; |
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Against proposals seeking to adopt fair price provisions and For proposals seeking to rescind them; |
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Against blank check preferred stock; and |
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On a case-by-case basis regarding other provisions seeking to amend a companys by-laws or charter regarding anti-takeover provisions. |
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c. |
Conduct of Shareholder Meetings |
Lazard generally opposes any effort by management to restrict or limit shareholder participation in shareholder meetings, and is in favor of efforts to enhance shareholder participation. Lazard has therefore adopted Approved Guidelines to vote:
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Against proposals to adjourn meetings; |
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Against proposals seeking to eliminate or restrict shareholders right to call a special meeting; |
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For proposals providing for confidential voting; |
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Against efforts to eliminate or restrict right of shareholders to act by written consent; |
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Against proposals to adopt supermajority vote requirements, or increase vote requirements, and |
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On a case-by-case basis on changes to quorum requirements. |
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3. |
Changes to Capital Structure |
Lazard receives many proxies that include proposals relating to a companys capital structure. These proposals vary greatly, as each one is unique to the circumstances of the company involved, as well as the general economic and market conditions existing at the time of the proposal. A board and management may have many legitimate business reasons in seeking to effect changes to the issuers capital structure, including raising additional capital for appropriate business reasons, cash flow and market conditions. Lazard generally believes that these decisions are best left to management, absent apparent reasons why they should not be. Consequently, Lazard has adopted Approved Guidelines to vote:
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For management proposals to increase or decrease authorized common or preferred stock (unless it is believed that doing so is intended to serve as an anti-takeover measure); |
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For stock splits and reverse stock splits; |
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On a case-by-case basis on matters affecting shareholder rights, such as amending votes-per-share; |
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On a case-by-case basis on management proposals to issue a new class of common or preferred shares; |
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For management proposals to adopt or amend dividend reinvestment plans; |
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Against changes in capital structure designed to be used in poison pill plans; and |
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On a case-by-case basis on proposals seeking to approve or amend stock ownership limitations or transfer restrictions. |
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4. |
Stock Option Plans and Other Executive Compensation Issues |
Lazard supports efforts by companies to adopt compensation and incentive programs to attract and retain the highest caliber management possible, and to align the interests of a board, management and employees with those of shareholders. Lazard favors programs intended to reward management and employees for positive, long-term performance. However, Lazard will evaluate whether it believes, under the circumstances, that the level of compensation is appropriate or excessive. Lazard has Approved Guidelines to vote:
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On a case-by-case basis regarding all stock option plans; |
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Against restricted stock plans that do not involve any performance criteria; |
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For employee stock purchase plans; |
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On a case-by-case basis for stock appreciation rights plans; |
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For deferred compensation plans; |
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Against proposals to approve executive loans to exercise options; |
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Against proposals to re-price underwater options; |
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On a case-by-case basis regarding shareholder proposals to eliminate or restrict severance agreements, and For proposals to submit severance agreements to shareholders for approval; and Against proposals to limit executive compensation or to require executive compensation to be submitted for shareholder approval, unless, with respect to the latter submitting compensation plans for shareholder approval is required by local law or practice. |
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5. |
Mergers and Other Significant Transactions |
Shareholders are asked to consider a number of different types of significant transactions, including mergers, acquisitions, sales of all or substantially all of a companys assets, reorganizations involving business combinations and liquidations. Each of these transactions is unique. Therefore, Lazards Approved Guideline is to vote on each of these transactions on a case-by-case basis.
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6. |
Social and Political Issues |
Proposals involving social and political issues take many forms and cover a wide array of issues. Some examples are: adoption of principles to limit or eliminate certain business activities, or limit or eliminate business activities in certain countries; adoption of certain conservation efforts; reporting of charitable contributions or political contributions or activities; or the adoption of certain principles regarding employment practices or discrimination policies. These items are often presented by shareholders and are often opposed by the companys management and its board of directors.
Lazard generally supports the notion that corporations should be expected to act as good citizens, but, as noted above, is obligated to vote on social and political proposals in a way that it believes
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will most increase shareholder value. As a result, Lazard has adopted Approved Guidelines to vote on a case-by-case basis for most social and political issue proposals. Lazard will generally vote for the approval of anti-discrimination policies.
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E. |
Voting Non-U.S. Securities |
Lazard invests in non-U.S. securities on behalf of many clients. Laws and regulations regarding shareholder rights and voting procedures differ dramatically across the world. In certain countries, the requirements or restrictions imposed before proxies may be voted may outweigh any benefit that could be realized by voting the proxies involved. For example, certain countries restrict a shareholders ability to sell shares for a certain period of time if the shareholder votes proxies at a meeting (a practice known as share blocking). In other instances, the costs of voting a proxy ( i.e., by being required to send a representative to the meeting) may simply outweigh any benefit to the client if the proxy is voted. Generally, the Manager of ProxyOps will consult with Portfolio Management to determine whether they believe it is in the interest of the clients to vote the proxies. In these instances, the Proxy Committee will have the authority to decide that it is in the best interest of its clients not to vote the proxies.
There may be other instances where Portfolio Management may wish to refrain from voting proxies (See Section G.1. below). Due to the nature of the strategy, a decision to refrain from voting proxies for securities held by the Korea Corporate Governance strategy managed by Lazard (KCG), certain Japanese securities or emerging market securities will generally be determined by Portfolio Management. (See Section G.1. below.)
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F. |
Conflicts of Interest |
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1. |
Overview |
Lazard is required to vote proxies in the best interests of its clients. It is essential, therefore, that material conflicts of interest or the appearance of a material conflict be avoided.
Potential conflicts of interest are inherent in Lazards organizational structure and in the nature of its business. Following are examples of situations that could present a conflict of interest or the appearance of a conflict of interest:
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Lazard Frères & Co. LLC (LF&Co.), Lazards parent and a registered broker-dealer, or an investment banking affiliate has a relationship with a company the shares of which are held in accounts of Lazard clients, and has provided services to the company with respect to an upcoming significant proxy proposal ( i.e., a merger or other significant transaction); |
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Lazard serves as an investment adviser for a company the management of which supports a particular proposal, and shares of the company are held in accounts of Lazard clients; |
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Lazard serves as an investment adviser for the pension plan of an organization that sponsors a proposal; or |
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A Lazard employee who would otherwise be involved in the decision-making process regarding a particular proposal has a material relationship with the issuer or owns shares of the issuer. |
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2. |
General Policy and Consequences of Violations |
All proxies must be voted in the best interest of each Lazard client, without any consideration of the interests of any other Lazard client (unrelated to the economic effect of the proposal being voted on
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share price), Lazard, LF&Co. or any of their Managing Directors, officers, employees or affiliates. ProxyOps is responsible for all proxy voting in accordance with this Policy after consulting with the appropriate member or members of Portfolio Management, the Proxy Committee and/or the Legal and Compliance Department. No other officers or employees of Lazard, LF&Co. or their affiliates may influence or attempt to influence the vote on any proposal. Doing so will be a violation of this Policy. Any communication between an officer or employee of LF&Co. and an officer or employee of Lazard trying to influence how a proposal should be voted is prohibited, and is a violation of this Policy. Violations of this Policy could result in disciplinary action, including letter of censure, fine or suspension, or termination of employment. Any such conduct may also violate state and Federal securities and other laws, as well as Lazards client agreements, which could result in severe civil and criminal penalties being imposed, including the violator being prohibited from ever working for any organization engaged in a securities business. Every officer and employee of Lazard who participates in any way in the decision-making process regarding proxy voting is responsible for considering whether they have a conflicting interest or the appearance of a conflicting interest on any proposal. A conflict could arise, for example, if an officer or employee has a family member who is an officer of the issuer or owns securities of the issuer. If an officer or employee believes such a conflict exists or may appear to exist, he or she should notify the Chief Compliance Officer immediately and, unless determined otherwise, should not continue to participate in the decision-making process.
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3. |
Monitoring for Conflicts and Voting When a Material Conflict Exists |
Lazard monitors for potential conflicts of interest when it is possible that a conflict could be viewed as influencing the outcome of the voting decision. Consequently, the steps that Lazard takes to monitor conflicts, and voting proposals when the appearance of a material conflict exists, differ depending on whether the Approved Guideline for the specific item is to vote for or against, or is to vote on a case-by-case basis.
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a. |
Where Approved Guideline Is For or Against |
Most proposals on which Lazard votes have an Approved Guideline to vote for or against. Generally, unless Portfolio Management disagrees with the Approved Guideline for a specific proposal, ProxyOps votes according to the Approved Guideline. It is therefore necessary to consider whether an apparent conflict of interest exists where Portfolio Management disagrees with the Approved Guideline. When that happens, the Manager of ProxyOps will use its best efforts to determine whether a conflict of interest or potential conflict of interest exists by inquiring whether the company itself, or the sponsor of the proposal is a Lazard client. If either is a Lazard client, the Manager of Proxy Ops will notify Lazards Chief Compliance Officer, who will determine whether an actual or potential conflict exists.
If it appears that a conflict of interest exists, the Manager of ProxyOps will notify the Proxy Committee, who will review the facts surrounding the conflict and determine whether the conflict is material. Whether a conflict is material will depend on the facts and circumstances involved. For purposes of this Policy, the appearance of a material conflict is one that the Proxy Committee determines could be expected by a reasonable person in similar circumstances to influence or potentially influence the voting decision on the particular proposal involved.
If the Proxy Committee determines that there is no material conflict, the proxy will be voted as outlined in this Policy. If the Proxy Committee determines that a material conflict appears to exist, then the proposal will be voted according to the Approved Guideline.
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b. |
Where Approved Guideline Is Case-by-Case |
In situations where the Approved Guideline is to vote case-by-case and a material conflict of interest appears to exist, Lazards policy is to vote the proxy item according to the recommendation of an independent source, currently ISS. The Manager of ProxyOps will use his best efforts to determine whether a conflict of interest or a potential conflict of interest may exist by inquiring whether the sponsor
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of the proposal is a Lazard client. If the sponsor is a Lazard client, the Manager of Proxy Ops will notify Lazards Chief Compliance Officer, who will determine whether some other conflict or potential conflict exists.
If it appears that a conflict of interest exists, the Manager of ProxyOps will notify the Proxy Committee, who will review the facts surrounding the conflict and determine whether the conflict is material. There is a presumption that certain circumstances will give rise to a material conflict of interest or the appearance of such material conflict, such as LF&Co. having provided services to a company with respect to an upcoming significant proxy proposal ( i.e., a merger or other significant transaction). If the Proxy Committee determines that there is no material conflict, the proxy will be voted as outlined in this Policy. If the Proxy Committee determines that a material conflict appears to exist, then the proposal will generally be voted according to the recommendation of ISS, however, before doing so, ProxyOps will obtain a written representation from ISS that it is not in a position of conflict with respect to the proxy, which could exist if ISS receives compensation from the proxy issuer on corporate governance issues in addition to the advice it provides Lazard on proxies. If ISS is in a conflicting position or if the recommendations of the two services offered by ISS, the Proxy Advisor Service and the Proxy Voter Service, are not the same, Lazard will obtain a recommendation from a third independent source that provides proxy voting advisory services, and will defer to the majority recommendation. If a recommendation for a third independent source is not available and ISS is not in a conflicting position, Lazard will follow the recommendation of ISS Proxy Advisor Service. In addition, in the event of a conflict that arises in connection with a proposal for a Lazard mutual fund, Lazard will either follow the procedures described above or vote shares for or against the proposal in proportion to shares voted by other shareholders.
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G. |
Other Matters |
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1. |
Issues Relating to Management of Specific Lazard Strategies |
Due to the nature of certain strategies managed by Lazard, specifically its emerging markets and KCG strategies, there may be times when Lazard believes that it may not be in the best interests of its clients to vote in accordance with the Approved Guidelines, or to vote proxies at all. In certain markets, the fact that Lazard is voting proxies may become public information, and, given the nature of those markets, may impact the price of the securities involved. With respect to the KCG strategy, Lazard may simply require more time to fully understand and address a situation prior to determining what would be in the best interests of shareholders. In these cases ProxyOps will look to Portfolio Management to provide guidance on proxy voting rather than vote in accordance with the Approved Guidelines.
Additionally, particularly with respect to certain Japanese securities, Lazard may not receive notice of a shareholder meeting in time to vote proxies for, or may simply be prevented from voting proxies in connection with, a particular meeting. Due to the compressed time frame for notification of shareholder meetings and Lazards obligation to vote proxies on behalf of its clients, Lazard may issue standing instructions to ISS on how to vote on certain matters.
Different strategies managed by Lazard may hold the same securities. However, due to the differences between the strategies and their related investment objectives ( e.g., the KCG strategy and an emerging-markets strategy), one Portfolio Management team may desire to vote differently than the other, or one team may desire to abstain from voting proxies while the other may desire to vote proxies. In this event, Lazard would generally defer to the recommendation of the KCG team to determine what action would be in the best interests of its clients. However, under unusual circumstances, the votes may be split between the two teams. In such event, a meeting of the Proxy Committee will be held to determine whether it would be appropriate to split the votes.
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2. |
Stock Lending |
As noted in Section B above, Lazard does not vote proxies for securities that a client has authorized their custodian bank to use in a stock loan program, which passes voting rights to the party with possession of the shares. Under certain circumstances, Lazard may determine to recall loaned stocks in order to vote the proxies associated with those securities. For example, if Lazard determines that the entity in possession of the stock has borrowed the stock solely to be able to obtain control over the issuer of the stock by voting proxies, Lazard may determine to recall the stock and vote the proxies itself. However, it is expected that this will be done only in exceptional circumstances. In such event, Portfolio Management will make this determination and ProxyOps will vote the proxies in accordance with the Approved Guidelines.
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H. |
Review of Policy |
The Proxy Committee will review this Policy at least semi-annually to consider whether any changes should be made to it or to any of the Approved Guidelines. Questions or concerns regarding the Policy should be raised with Lazards General Counsel or Chief Compliance Officer.
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APPENDIX A-5
Martingale Asset Management
Disclosure
Regarding Proxy Voting Policies and Procedures
Policy
Martingale Asset Management, as a matter of policy and as a fiduciary to our clients, has responsibility for voting proxies for portfolio securities consistent with the best economic interests of the clients. Our firm maintains written policies and procedures as to the handling, research, voting, and reporting of proxy voting and makes appropriate disclosures about our firms proxy policies and practices. Our policy and practice includes the responsibility to monitor corporate actions, receive and vote client proxies and disclose any potential conflicts of interest as well as making information available to clients about the voting of proxies for their portfolio securities and maintaining relevant and required records.
Responsibility
The CIO has the responsibility to implement and monitor our proxy voting policy, practices, disclosures, including outlining our voting guidelines in our procedures. The Manager of Operations has the responsibility for maintaining proxy voting records and responding to client information requests.
Procedure
Martingale uses an independent proxy voting service provider, RiskMetrics Group, ISS Governance Services (ISS), to research, recommend and vote proxies. Martingale reserves the right, and has the ability, to change a vote recommended by ISS if the recommendation is determined not to be in the best interest of the client.
Client Requests for Information
All client requests for information regarding proxy votes or requests for the firms policies and procedures received by any employee should be forwarded to the Manager of Operations. In response to any request, except those associated with Wrap Program clients, the Manager of Operations will ensure that the client receives a written response with the information requested, and if applicable, will include the name of the issuer, the proposal voted upon, and how Martingale Asset Management voted the clients proxy with respect to each proposal about which the client inquired. If the request is from a Wrap Fee Program client, the Wrap Account Administrator will process the request for information in the manner described above.
Voting Guidelines
In the absence of specific voting guidelines from the client, Martingale Asset Management will vote proxies in what we believe to be the best interests of the client. Martingale Asset Managements policy is to vote all proxies from specific issues the same way for each client, absent client specific restrictions. Clients are permitted to place reasonable restrictions on Martingale Asset Managements voting authority in the same manner that they may place such restrictions on the actual selection of account securities. Chief Investment Officer and Chief Compliance Officer will periodically review ISS reports for consistency with our voting guidelines.
Conflicts of Interest
Martingale recognizes that, under certain circumstances, a conflict may arise in voting proxies on behalf of clients. As is our Policy, these proxies will be voted consistent with the recommendation of ISS, provided that Martingale believes that such a vote is consistent with the best interest of the clients. Martingale Asset Management will maintain a record of the voting resolution of any conflict of interest. ISS has disclosed their policies, procedures and practices regarding their potential conflicts of interest, and we check annually for any change to their policies.
Recordkeeping
The Manager of Operations and the Wrap Account Administrator shall retain or cause to be retained the following proxy records in accordance with the SECs five-year retention requirement:
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1. A copy of each written request (from a client) for information on how Martingale Asset Management voted such clients proxies, and a copy of any written response;
2. These policies and procedures and any amendments; and
3. A record of each vote that Martingale Asset Management casts.
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APPENDIX A-6
PANAGORA ASSET MANAGEMENT, INC.
PROXY VOTING POLICY DISCLOSURE.
Introduction
PanAgora Asset Management (PanAgora) seeks to vote proxies in the best interests of its clients. In the ordinary course, this entails voting proxies in a way that PanAgora believes will maximize the monetary value of each portfolios holdings. PanAgora takes the view that this will benefit our direct clients and, indirectly, the ultimate owners and beneficiaries of those clients.
Oversight of the proxy voting process is the responsibility of the Investment Committee. The Investment Committee reviews and approves amendments to the PanAgora Proxy Voting Policy and delegates authority to vote in accordance with this policy to its third party proxy voting service. PanAgora retains the final authority and responsibility for voting. In addition to voting proxies, PanAgora:
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describes its proxy voting procedures to its clients in Part II of its Form ADV; |
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provides the client with this written proxy policy, upon request; |
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discloses to its clients how they may obtain information on how PanAgora voted the clients proxies; |
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generally applies its proxy voting policy consistently and keeps records of votes for each client in order to verify the consistency of such voting; |
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documents the reason(s) for voting for all non-routine items; and |
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keeps records of such proxy votes. |
Process
PanAgoras Chief Compliance Officer is responsible for monitoring proxy voting. As stated above, oversight of the proxy voting process is the responsibility of the Investment Committee, which retains oversight responsibility for all investment activities of PanAgora.
In order to facilitate our proxy voting process, PanAgora retains a firm with expertise in the proxy voting and corporate governance fields to assist in the due diligence process. The Chief Compliance Officer has delegated the responsibility of working with this firm to the Compliance Manager responsible for oversight of PanAgoras third party proxy agent, for ensuring that proxies are submitted in a timely manner.
All proxies received on behalf of PanAgora clients are forwarded to our proxy voting firm. If (i) the request falls within one of the guidelines listed below, and (ii) there are no special circumstances relating to that company or proxy which come to our attention (as discussed below), the proxy is voted according to our proxy voting firms guidelines as adopted by the Investment Committee.
However, from time to time, proxy votes will be solicited which (i) involve special circumstances and require additional research and discussion or (ii) are not directly addressed by our policies. These proxies are identified through a number of methods, including but not limited to notification from our third party proxy voting specialist, concerns of clients or portfolio managers, and questions from consultants.
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In instances of special circumstances or issues not directly addressed by our policies, the Chairman of the Investment Committee is consulted by the Chief Compliance Officer for a determination of the proxy vote. The first determination is whether there is a material conflict of interest between the interests of our client and those of PanAgora. If the Chairman of the Investment Committee determines that there is a material conflict, the process detailed below under Potential Conflicts is followed. If there is no material conflict, the Chairman will examine each of the issuers proposals in detail in seeking to determine what vote would be in the best interests of our clients. At this point, the Chairman of the Investment Committee makes a voting decision based on maximizing the monetary value of each portfolios holdings. However, the Chairman of the Investment Committee may determine that a proxy involves the consideration of particularly significant issues and present the proxy to the entire Investment Committee for a decision on voting the proxy.
PanAgora also endeavors to show sensitivity to local market practices when voting proxies of non-U.S. issuers.
Potential Conflicts
As discussed above under Process, from time to time, PanAgora will review a proxy that presents a potential material conflict. An example could arise when PanAgora has business or other relationships with participants involved in proxy contests, such as a candidate for a corporate directorship.
As a fiduciary to its clients, PanAgora takes these potential conflicts very seriously. While PanAgoras only goal in addressing any such potential conflict is to ensure that proxy votes are cast in the clients best interests and are not affected by PanAgoras potential conflict, there are a number of courses PanAgora may take. The final decision as to which course to follow shall be made by the Investment Committee.
Casting a vote which simply follows PanAgoras pre-determined policy eliminates PanAgoras discretion on the particular issue and hence avoid the conflict.
In other cases, where the matter presents a potential material conflict and is not clearly within one of the enumerated proposals, or is of such a nature that PanAgora believes more active involvement is necessary, the Chairman of the Investment Committee shall present the proxy to the Investment Committee, who will follow one of two courses of action. First, PanAgora may employ the services of a third party, wholly independent of PanAgora, its affiliates and those parties involved in the proxy issue, to determine the appropriate vote.
Second, in certain situations the Investment Committee may determine that the employment of a third party not feasible, impractical or unnecessary. In such situations, the Investment Committee shall make a decision as to the voting of the proxy. The basis for the voting decision, including the basis for the determination that the decision is in the best interests of PanAgoras clients, shall be formalized in writing. As stated above, which action is appropriate in any given scenario would be the decision of the Investment Committee in carrying out its duty to ensure that the proxies are voted in the clients, and not PanAgoras, best interests.
Recordkeeping
In accordance with applicable law, PanAgora shall retain the following documents for not less than five years from the end of the year in which the proxies were voted, the first two years in PanAgoras office:
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PanAgoras Proxy Voting Policy and any additional procedures created pursuant to such Policy; |
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a copy of each proxy statement PanAgora receives regarding securities held by its clients (note: this requirement may be satisfied by a third party who has agreed in writing to do); |
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a record of each vote cast by PanAgora (note: this requirement may be satisfied by a third party who has agreed in writing to do so); |
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a copy of any document created by PanAgora that was material in making its voting decision or that memorializes the basis for such decision; and |
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a copy of each written request from a client, and response to the client, for information on how PanAgora voted the clients proxies. |
Disclosure of Client Voting Information
Any client of PanAgora who wishes to receive information on how their proxies were voted should contact its Client Service Manager.
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2010 U.S. Proxy Voting Guidelines Summary
February 25, 2010
The following is a condensed version of the
proxy voting recommendations contained in the
RiskMetrics (RMG) U.S. Proxy Voting Manual.
1. Routine/Miscellaneous
Adjourn Meeting
Generally vote AGAINST proposals to provide management with the authority to adjourn an annual or special meeting absent compelling reasons to support the proposal.
Vote FOR proposals that relate specifically to soliciting votes for a merger or transaction if supporting that merger or transaction. Vote AGAINST proposals if the wording is too vague or if the proposal includes other business.
Amend Quorum Requirements
Vote AGAINST proposals to reduce quorum requirements for shareholder meetings below a majority of the shares outstanding unless there are compelling reasons to support the proposal.
Amend Minor Bylaws
Vote FOR bylaw or charter changes that are of a housekeeping nature (updates or corrections).
Change Company Name
Vote FOR proposals to change the corporate name.
Change Date, Time, or Location of Annual Meeting
Vote FOR management proposals to change the date, time, and/or location of the annual meeting unless the proposed change is unreasonable.
Vote AGAINST shareholder proposals to change the date, time, and/or location of the annual meeting unless the current scheduling or location is unreasonable.
Other Business
Vote AGAINST proposals to approve other business when it appears as voting item.
Audit-Related
Auditor Indemnification and Limitation of Liability
Consider the issue of auditor indemnification and limitation of liability on a CASE-BY-CASE basis. Factors to be assessed include, but are not limited to:
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The terms of the auditor agreement- the degree to which these agreements impact shareholders rights; |
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Motivation and rationale for establishing the agreements; |
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Quality of disclosure; and |
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Historical practices in the audit area. |
WITHHOLD or vote AGAINST members of an audit committee in situations where 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.
Auditor Ratification
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Vote FOR proposals to ratify auditors, unless any of the following apply: |
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An auditor has a financial interest in or association with the company, and is therefore not independent; |
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There is reason to believe that the independent auditor has rendered an opinion which is neither accurate nor indicative of the companys financial position; |
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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 |
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Fees for non-audit services (Other fees) are excessive. |
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Non-audit fees are excessive if: |
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Non-audit (other) fees >audit fees + audit-related fees + tax compliance/preparation fees |
Tax compliance and preparation include the preparation of original and amended tax returns, refund claims and tax payment planning. All other services in the tax category, such as tax advice, planning or consulting should be added to Other fees. If the breakout of tax fees cannot be determined, add all tax fees to Other fees.
In circumstances where Other fees include fees related to significant one-time capital structure events: initial public offerings, bankruptcy emergence, and spin-offs; and the company makes public disclosure of the amount and nature of those fees which are an exception to the standard non-audit fee category, then such fees may be excluded from the non-audit fees considered in determining the ratio of non-audit to audit/audit-related fees/tax compliance and preparation for purposes of determining whether non-audit fees are excessive.
Shareholder Proposals Limiting Non-Audit Services
Vote CASE-BY-CASE on shareholder proposals asking companies to prohibit or limit their auditors from engaging in non-audit services.
Shareholder Proposals on Audit Firm Rotation
Vote CASE-BY-CASE on shareholder proposals asking for audit firm rotation, taking into account:
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The tenure of the audit firm; |
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The length of rotation specified in the proposal; |
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Any significant audit-related issues at the company; |
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The number of Audit Committee meetings held each year; |
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The number of financial experts serving on the committee; and |
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Whether the company has a periodic renewal process where the auditor is evaluated for both audit quality and competitive price. |
2. Board of Directors:
Voting on Director Nominees in Uncontested Elections
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Votes on director nominees should be determined on a CASE-BY-CASE basis. |
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Four fundamental principles apply when determining votes on director nominees: |
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Board Accountability: Practices that promote accountability include: transparency into a companys governance practices; annual board elections; and providing shareholders the ability to remove problematic directors and to vote on takeover defenses or other charter/bylaw amendments. These practices help reduce the opportunity for management entrenchment. |
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Board Responsiveness: Directors should be responsive to shareholders, particularly in regard to shareholder proposals that receive a majority vote and to tender offers where a majority of shares are tendered. Furthermore, shareholders should expect directors to devote sufficient time and resources to oversight of the company. |
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Director Independence: Without independence from management, the board may be unwilling or unable to effectively set company strategy and scrutinize performance or executive compensation. |
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Director Competence: Companies should seek directors who can add value to the board through specific skills or expertise and who can devote sufficient time and commitment to serve effectively. While directors should not be constrained by arbitrary limits such as age or term limits, directors who are unable to attend board and committee meetings and/or who are overextended ( i.e. serving on too many boards) raise concern on the directors ability to effectively serve in shareholders best interests. |
Board Accountability
Problematic Takeover Defenses
VOTE WITHHOLD/AGAINST 1 the entire board of directors (except new nominees, 2 who should be considered on a CASE-by-CASE basis), if:
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1 In general, companies with a plurality vote standard use Withhold as the valid 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.
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 RMG 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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The board is classified, and a continuing director responsible for a problematic governance issue at the board/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; |
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The companys poison pill has a dead-hand or modified dead-hand feature. Vote withhold/against every year until this feature is removed; |
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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 (Nov19, 2009); |
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The board makes a material adverse change to an existing poison pill without shareholder approval. |
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Vote CASE-By-CASE on all nominees if 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: |
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The date of the pills 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; |
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The issuers rationale; |
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The issuers governance structure and practices; and |
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The issuers track record of accountability to shareholders. |
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Problematic Audit-Related Practices |
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Generally, vote AGAINST or WITHHOLD from the members of the Audit Committee if: |
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The non-audit fees paid to the auditor are excessive (see discussion under Auditor Ratification ); |
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The company receives an adverse opinion on the companys financial statements from its auditor; or |
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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. |
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Vote CASE-by-CASE on members of the Audit Committee and/or the full board if: |
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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 |
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companys efforts at remediation or corrective actions, in determining whether WITHHOLD/AGAINST votes are warranted. |
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Problematic Compensation Practices |
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VOTE WITHHOLD/AGAINST the members of the Compensation Committee and potentially the full board if: |
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There is a negative correlation between chief executive pay and company performance (see Pay for Performance Policy); |
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The company reprices underwater options for stock, cash, or other consideration without prior shareholder approval, even if allowed in the firms equity plan; |
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The company fails to submit one-time transfers of stock options to a shareholder vote; |
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The company fails to fulfill the terms of a burn rate commitment made to shareholders; |
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The company has problematic pay practices . Problematic pay practices may warrant withholding votes from the CEO and potentially the entire board as well. |
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Other Problematic Governance Practices |
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VOTE WITHHOLD/AGAINST the entire board of directors (except new nominees, who should be considered on a CASE-by-CASE basis), if: |
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The companys 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. If this information cannot be obtained, withhold from all incumbent directors; |
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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 companys four-digit GICS industry group (Russell 3000 companies only). Take into consideration the companys five-year total shareholder return and five-year operational metrics. Problematic provisions include but are not limited to: |
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A classified board structure; |
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A supermajority vote requirement; |
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Majority vote standard for director elections with no carve out for contested elections; |
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The inability for shareholders to call special meetings; |
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The inability for shareholders to act by written consent; |
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A dual-class structure; and/or |
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A non-shareholder approved poison pill. |
Under extraordinary circumstances, vote AGAINST or WITHHOLD from directors individually, committee members, or the entire board, due to:
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Material failures of governance, stewardship, or fiduciary responsibilities at the company; |
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Failure to replace management as appropriate; or |
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Egregious actions related to the 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. |
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Board Responsiveness |
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Vote WITHHOLD/AGAINST the entire board of directors (except new nominees, who should be considered on a CASE-by-CASE basis), if: |
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The board failed to act on a shareholder proposal that received approval by a majority of the shares outstanding the previous year (a management proposal with other than a FOR recommendation by management will not be considered as sufficient action taken); |
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The board failed to act on a shareholder proposal that received approval of the majority of shares cast for the previous two consecutive years (a management proposal with other than a FOR recommendation by management will not be considered as sufficient action taken); |
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The board failed to act on takeover offers where the majority of the shareholders tendered their shares; or |
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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. |
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Director Independence |
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Vote WITHHOLD/AGAINST Inside Directors and Affiliated Outside Directors (per the Categorization of Directors) when: |
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The inside or affiliated outside director serves on any of the three key committees: audit, compensation, or nominating; |
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The company lacks an audit, compensation, or nominating committee so that the full board functions as that committee; |
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The company lacks a formal nominating committee, even if the board attests that the independent directors fulfill the functions of such a committee; or |
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The full board is less than majority independent. |
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Director Competence |
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Vote AGAINST or WITHHOLD from individual directors who: |
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Attend less than 75 percent of the board and committee meetings without a valid excuse, such as illness, service to the nation, work on behalf of the company, or funeral obligations. If the company provides meaningful public or private disclosure explaining the directors absences, evaluate the information on a CASE-BY-CASE basis taking into account the following factors: |
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Degree to which absences were due to an unavoidable conflict; |
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Pattern of absenteeism; and |
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Other extraordinary circumstances underlying the directors absence; |
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Sit on more than six public company boards; |
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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. |
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2010 RMG Categorization of Directors |
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Inside Director (I) |
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Employee of the company or one of its affiliates i . |
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Among the five most highly paid individuals (excluding interim CEO). |
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Listed as an officer as defined under Section 16 of the Securities and Exchange Act of 1934 (Section 16 officer) ii . |
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Current interim CEO. |
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Beneficial owner of more than 50 percent of the companys voting power (this may be aggregated if voting power is distributed among more than one member of a defined group). |
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Affiliated Outside Director (AO) |
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Board Attestation |
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Board attestation that an outside director is not independent. |
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Former CEO |
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Former CEO of the company iii, iv . |
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Former CEO of an acquired company within the past five years iv . |
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Former interim CEO if the service was longer than 18 months. If the service was between twelve and eighteen months an assessment of the interim CEOs employment agreement will be made v . |
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Non-CEO Executives |
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2.5. |
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Former Section 16 officer ii of the company, an affiliate i or an acquired firm within the past five years. |
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2.6. |
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Section 16 officer ii of a former parent or predecessor firm at the time the company was sold or split off from the parent/predecessor within the past five years. |
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2.7. |
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Section 16 officer ii , former Section 16 officer, or general or limited partner of a joint venture or partnership with the company. |
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Family Members |
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2.8. |
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Immediate family member vi of a current or former Section 16 officer ii of the company or its affiliates i within the last five years. |
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Immediate family member vi of a current employee of company or its affiliates i where additional factors raise concern (which may include, but are not limited to, the following: a |
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director related to numerous employees; the company or its affiliates employ relatives of numerous board members; or a non-Section 16 officer in a key strategic role). |
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Transactional, Professional, Financial, and Charitable Relationships |
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2.10. |
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Currently provides (or an immediate family member vi provides) professional services vii to the company, to an affiliate i of the company or an individual officer of the company or one of its affiliates in excess of $10,000 per year. |
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2.11. |
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Is (or an immediate family member v i is) a partner in, or a controlling shareholder or an employee of, an organization which provides professional services vii to the company, to an affiliate i of the company, or an individual officer of the company or one of its affiliates in excess of $10,000 per year. |
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2.12. |
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Has (or an immediate family member vi has) any material transactional relationship viii with the company or its affiliates i (excluding investments in the company through a private placement). |
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2.13. |
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Is (or an immediate family member vi is) a partner in, or a controlling shareholder or an executive officer of, an organization which has any material transactional relationship viii with the company or its affiliates i (excluding investments in the company through a private placement). |
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2.14. |
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Is (or an immediate family member vi is) a trustee, director, or employee of a charitable or non-profit organization that receives material grants or endowments viii from the company or its affiliates i . |
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Other Relationships |
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2.15. |
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Party to a voting agreement ix to vote in line with management on proposals being brought to shareholder vote. |
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Has (or an immediate family member vi has) an interlocking relationship as defined by the SEC involving members of the board of directors or its Compensation Committee x . |
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2.17. |
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Founder xi of the company but not currently an employee. |
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Any material xii relationship with the company. |
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3. |
Independent Outside Director (IO) |
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No material xii connection to the company other than a board seat |
FOOTNOTES:
i. |
Affiliate includes a subsidiary, sibling company, or parent company. RMG uses 50 percent control ownership by the parent company as the standard for applying its affiliate designation. |
ii. |
Section 16 officer (officers subject to Section 16 of the Securities and Exchange Act of 1934) includes the chief executive, operating, financial, legal, technology, and accounting officers of a company (including the president, treasurer, secretary, controller, or any vice president in charge of a principal business unit, division, or policy function). A non-employee director serving as an officer due to statutory requirements (e.g. corporate secretary) will be classified as an Affiliated Outsider. If the company provides explicit disclosure that the director is not receiving additional compensation in excess of $10,000 per year for serving in that capacity, then the director will be classified as an Independent Outsider. |
iii. |
Includes any former CEO of the company prior to the companys initial public offering (IPO). |
iv. |
When there is a former CEO of a special purpose acquisition company (SPAC) serving on the board of an acquired company, RMG will generally classify such directors as independent unless determined otherwise taking into account the following factors: the applicable listing standards determination of such directors independence; any operating ties to the firm; and the existence of any other conflicting relationships or related party transactions. |
v. |
RMG will look at the terms of the interim CEOs employment contract to determine if it contains severance pay, long-term health and pension benefits, or other such standard provisions typically contained in |
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FOOTNOTES:
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contracts of permanent, non-temporary CEOs. RMG will also consider if a formal search process was underway for a full-time CEO at the time. |
vi. |
Immediate family member follows the SECs definition of such and covers spouses, parents, children, step-parents, step-children, siblings, in-laws, and any person (other than a tenant or employee) sharing the household of any director, nominee for director, executive officer, or significant shareholder of the company. |
vii. |
Professional services can be characterized as advisory in nature, generally involve access to sensitive company information or to strategic decision-making, and typically have a commission- or fee-based payment structure. Professional services generally include, but are not limited to the following: investment banking/financial advisory services; commercial banking (beyond deposit services); investment services; insurance services; accounting/audit services; consulting services; marketing services; legal services; property management services; realtor services; lobbying services; executive search services; and IT consulting services. The following would generally be considered transactional relationships and not professional services: deposit services; IT tech support services; educational services; and construction services. The case of participation in a banking syndicate by a non-lead bank should be considered a transactional (and hence subject to the associated materiality test) rather than a professional relationship. Of Counsel relationships are only considered immaterial if the individual does not receive any form of compensation (in excess of $10,000 per year) from, or is a retired partner of, the firm providing the professional service. The case of a company providing a professional service to one of its directors or to an entity with which one of its directors is affiliated, will be considered a transactional rather than a professional relationship. Insurance services and marketing services are assumed to be professional services unless the company explains why such services are not advisory. |
viii. |
A material transactional relationship, including grants to non-profit organizations, exists if the company makes annual payments to, or receives annual payments from, another entity exceeding the greater of $200,000 or 5 percent of the recipients gross revenues, in the case of a company which follows NASDAQ listing standards; or the greater of $1,000,000 or 2 percent of the recipients gross revenues, in the case of a company which follows NYSE/Amex listing standards. In the case of a company which follows neither of the preceding standards, RMG will apply the NASDAQ-based materiality test. (The recipient is the party receiving the financial proceeds from the transaction). |
ix. |
Dissident directors who are parties to a voting agreement pursuant to a settlement arrangement, will generally be classified as independent unless determined otherwise taking into account the following factors: the terms of the agreement; the duration of the standstill provision in the agreement; the limitations and requirements of actions that are agreed upon; if the dissident director nominee(s) is subject to the standstill; and if there any conflicting relationships or related party transactions. |
x. |
Interlocks include: executive officers serving as directors on each others compensation or similar committees (or, in the absence of such a committee, on the board); or executive officers sitting on each others boards and at least one serves on the others compensation or similar committees (or, in the absence of such a committee, on the board). |
xi. |
The operating involvement of the founder with the company will be considered. Little to no operating involvement may cause RMG to deem the founder as an independent outsider. |
xii. |
For purposes of RMGs director independence classification, material will be defined as a standard of relationship (financial, personal or otherwise) that a reasonable person might conclude could potentially influence ones objectivity in the boardroom in a manner that would have a meaningful impact on an individuals ability to satisfy requisite fiduciary standards on behalf of shareholders. |
Board-Related Management Proposals
Age Limits
Vote AGAINST management proposal to limit the tenure of outside directors through mandatory retirement ages.
Board Size
Vote FOR proposals seeking to fix the board size or designate a range for the board size.
A-46
Vote AGAINST proposals that give management the ability to alter the size of the board outside of a specified range without shareholder approval.
Classification/Declassification of the Board
Vote AGAINST proposals to classify (stagger) the board.
Vote FOR proposals to repeal classified boards and to elect all directors annually.
Cumulative Voting
Generally vote AGAINST proposals to eliminate cumulative voting.
Director and Officer Indemnification and Liability Protection
Vote CASE-BY-CASE on proposals on director and officer indemnification and liability protection using Delaware law as the standard.
Vote AGAINST proposals to eliminate entirely directors and officers liability for monetary damages for violating the duty of care.
Vote AGAINST indemnification proposals that would expand coverage beyond just legal expenses to liability for acts, such as negligence, that are more serious violations of fiduciary obligation than mere carelessness.
Vote AGAINST proposals that would expand the scope of indemnification to provide for mandatory indemnification of company officials in connection with acts that previously the company was permitted to provide indemnification for at the discretion of the companys board (i.e., permissive indemnification) but that previously the company was not required to indemnify.
Vote FOR only those proposals providing such expanded coverage in cases when a directors or officers legal defense was unsuccessful if both of the following apply:
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If the director was found to have acted in good faith and in a manner that he reasonably believed was in the best interests of the company; and |
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If only the directors legal expenses would be covered. |
Establish/Amend Nominee Qualifications
Vote CASE-BY-CASE on proposals that establish or amend director qualifications. Votes should be based on how reasonable the criteria are and to what degree they may preclude dissident nominees from joining the board.
Filling Vacancies/Removal of Directors
Vote AGAINST proposals that provide that directors may be removed only for cause.
Vote FOR proposals to restore shareholders ability to remove directors with or without cause.
Vote AGAINST proposals that provide that only continuing directors may elect replacements to fill board vacancies.
Vote FOR proposals that permit shareholders to elect directors to fill board vacancies.
A-47
Majority Vote Threshold for Director Elections
Generally vote FOR management proposals to adopt a majority of votes cast standard for directors in uncontested elections. Vote AGAINST if no carve-out for plurality in contested elections is included.
Term Limits
Vote AGAINST management proposals to limit the tenure of outside directors through term limits. However, scrutinize boards where the average tenure of all directors exceeds 15 years for independence from management and for sufficient turnover to ensure that new perspectives are being added to the board.
Board-Related Shareholder Proposals/Initiatives
Age Limits
Vote AGAINST shareholder proposals to limit the tenure of outside directors through mandatory retirement ages.
Annual Election (Declassification) of the Board
Vote FOR shareholder proposals to repeal classified (staggered) boards, and to elect all directors annually.
CEO Succession Planning
Generally vote FOR proposals seeking disclosure on a CEO succession planning policy, considering at a minimum, the following factors:
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The reasonableness/scope of the request; and |
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The companys existing disclosure on its current CEO succession planning process. |
Cumulative Voting
Generally vote FOR shareholder proposals to restore or provide for cumulative voting unless:
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The company has adopted a majority vote standard, with a carve-out for plurality voting in situations where there are more nominees than seats, and a director resignation policy to address failed elections. |
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The company has proxy access or a similar structure 3 to allow shareholders to nominate directors to the companys ballot; and |
Vote FOR proposals for cumulative voting at controlled companies (insider voting power > 50%).
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3 Similar structure would be a structure that allows shareholders to nominate candidates who the company will include on the management ballot IN ADDITION TO managements nominees, and their bios are included in managements proxy. |
A-48
Establish/Amend Nominee Qualifications
Vote CASE-BY-CASE on proposals that establish or amend director qualifications. Votes should be based on the reasonableness of the criteria and to what degree they may preclude dissident nominees from joining the board.
Vote CASE-BY-CASE on shareholder resolutions seeking a director nominee candidate who possesses a particular subject matter expertise, considering:
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The companys board committee structure, existing subject matter expertise, and board nomination provisions relative to that of its peers; |
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The companys existing board and management oversight mechanisms regarding the issue for which board oversight is sought; |
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The company disclosure and performance relating to the issue for which board oversight is sought and any significant related controversies; and |
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The scope and structure of the proposal. |
Establishment of Board Committees Shareholder Proposals
Generally vote AGAINST shareholder proposals to establish a new board committee, as such proposals seek a specific oversight mechanism/structure that potentially limits a companys flexibility to determine an appropriate oversight mechanism for itself. However, the following factors will be considered:
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Existing oversight mechanisms (including current committee structure) regarding the issue for which board oversight is sought; |
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Level of disclosure regarding the issue for which board oversight is sought; |
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Company performance related to the issue for which board oversight is sought; |
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Board committee structure compared to that of other companies in its industry sector; and/or |
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The scope and structure of the proposal. |
Establishment of Board Policy on Shareholder Engagement
Generally vote FOR shareholders proposals requesting that the board establish an internal mechanism/process, which may include a committee, in order to improve communications between directors and shareholders, unless the company has the following features, as appropriate:
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Established a communication structure that goes beyond the exchange requirements to facilitate the exchange of information between shareholders and members of the board; |
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Effectively disclosed information with respect to this structure to its shareholders; |
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Company has not ignored majority-supported shareholder proposals or a majority withhold vote on a director nominee; and |
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The company has an independent chairman or a lead director, according to RMGs definition. This individual must be made available for periodic consultation and direct communication with major shareholders. |
Filling Vacancies/Removal of Directors
Vote AGAINST proposals that provide that directors may be removed only for cause.
Vote FOR proposals to restore shareholders ability to remove directors with or without cause.
Vote AGAINST proposals that provide that only continuing directors may elect replacements to fill board vacancies.
Vote FOR proposals that permit shareholders to elect directors to fill board vacancies.
Independent Chair (Separate Chair/CEO)
Generally vote FOR shareholder proposals requiring that the chairmans position be filled by an independent director, unless the company satisfies all of the following criteria:
The company maintains the following counterbalancing governance structure:
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Designated lead director, elected by and from the independent board members with clearly delineated and comprehensive duties. (The role may alternatively reside with a presiding director, vice chairman, or rotating lead director; however the director must serve a minimum of one year in order to qualify as a lead director.) The duties should include, but are not limited to, the following: |
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presides at all meetings of the board at which the chairman is not present, including executive sessions of the independent directors; |
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serves as liaison between the chairman and the independent directors; |
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approves information sent to the board; |
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approves meeting agendas for the board; |
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approves meeting schedules to assure that there is sufficient time for discussion of all agenda items; |
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has the authority to call meetings of the independent directors; |
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if requested by major shareholders, ensures that he is available for consultation and direct communication; |
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Two-thirds independent board; |
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All independent key committees; |
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Established governance guidelines; |
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A company in the Russell 3000 universe must not have exhibited sustained poor total shareholder return (TSR) performance, defined as one- and three-year TSR in the bottom half of the companys four-digit GICS industry group (using Russell 3000 companies only), |
A-50
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unless there has been a change in the Chairman/CEO position within that time. For companies not in the Russell 3000 universe, the company must not have underperformed both its peers and index on the basis of both one-year and three-year total shareholder returns, unless there has been a change in the Chairman/CEO position within that time; |
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The company does not have any problematic governance or management issues, examples of which include, but are not limited to: |
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Egregious compensation practices; |
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Multiple related-party transactions or other issues putting director independence at risk; |
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Corporate and/or management scandals; |
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Excessive problematic corporate governance provisions; or |
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Flagrant actions by management or the board with potential or realized negative impacts on shareholders. |
Majority of Independent Directors/Establishment of Independent Committees
Vote FOR shareholder proposals asking that a majority or more of directors be independent unless the board composition already meets the proposed threshold by RMGs definition of independent outsider. (See Categorization of Directors .)
Vote FOR shareholder proposals asking that board audit, compensation, and/or nominating committees be composed exclusively of independent directors if they currently do not meet that standard.
Majority Vote Shareholder Proposals
Generally vote FOR precatory and binding resolutions requesting that the board change the companys bylaws to stipulate that directors need to be elected with an affirmative majority of votes cast, provided it does not conflict with the state law where the company is incorporated. Binding resolutions need to allow for a carve-out for a plurality vote standard when there are more nominees than board seats.
Companies are strongly encouraged to also adopt a post-election policy (also know as a director resignation policy) that will provide guidelines so that the company will promptly address the situation of a holdover director.
Open Access (Proxy Access)
Vote CASE-BY-CASE on shareholder proposals asking for open or proxy access, taking into account:
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The ownership threshold proposed in the resolution; |
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The proponents rationale for the proposal at the targeted company in terms of board and director conduct. |
Proxy Contests- Voting for Director Nominees in Contested Elections
Vote CASE-BY-CASE on the election of directors in contested elections, considering the following factors:
A-51
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Long-term financial performance of the target company relative to its industry; |
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Managements track record; |
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Background to the proxy contest; |
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Qualifications of director nominees (both slates); |
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Strategic plan of dissident slate and quality of critique against management; |
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Likelihood that the proposed goals and objectives can be achieved (both slates); |
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Stock ownership positions. |
Require More Nominees than Open Seats
Vote AGAINST shareholder proposals that would require a company to nominate more candidates than the number of open board seats.
Term Limits
Vote AGAINST shareholder proposals to limit the tenure of outside directors through term limits. However, scrutinize boards where the average tenure of all directors exceeds 15 years for independence from management and for sufficient turnover to ensure that new perspectives are being added to the board.
Vote No Campaigns
In cases where companies are targeted in connection with public vote no campaigns, evaluate director nominees under the existing governance policies for voting on director nominees in uncontested elections. Take into consideration the arguments submitted by shareholders and other publicly-available information.
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3. |
Shareholder Rights & Defenses |
Advance Notice Requirements for Shareholder Proposals/Nominations
Vote CASE-BY-CASE basis on advance notice proposals, giving support to those proposals which allow shareholders to submit proposals/nominations as close to the meeting date as reasonably possible and within the broadest window possible, recognizing the need to allow sufficient notice for company, regulatory and shareholder review.
To be reasonable, the companys deadline for shareholder notice of a proposal/ nominations must not be more than 60 days prior to the meeting, with a submittal window of at least 30 days prior to the deadline. The submittal window is the period under which a shareholder must file his proposal/nominations prior to the deadline.
In general, support additional efforts by companies to ensure full disclosure in regard to a proponents economic and voting position in the company so long as the informational requirements are reasonable and aimed at providing shareholders with the necessary information to review such proposals.
Amend Bylaws without Shareholder Consent
Vote AGAINST proposals giving the board exclusive authority to amend the bylaws.
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Vote FOR proposals giving the board the ability to amend the bylaws in addition to shareholders.
Confidential Voting
Vote FOR shareholder proposals requesting that corporations adopt confidential voting, use independent vote tabulators, and use independent inspectors of election, as long as the proposal includes a provision for proxy contests as follows: In the case of a contested election, management should be permitted to request that the dissident group honor its confidential voting policy. If the dissidents agree, the policy remains in place. If the dissidents will not agree, the confidential voting policy is waived.
Vote FOR management proposals to adopt confidential voting.
Control Share Acquisition Provisions
Control share acquisition statutes function by denying shares their voting rights when they contribute to ownership in excess of certain thresholds. Voting rights for those shares exceeding ownership limits may only be restored by approval of either a majority or supermajority of disinterested shares. Thus, control share acquisition statutes effectively require a hostile bidder to put its offer to a shareholder vote or risk voting disenfranchisement if the bidder continues buying up a large block of shares.
Vote FOR proposals to opt out of control share acquisition statutes unless doing so would enable the completion of a takeover that would be detrimental to shareholders.
Vote AGAINST proposals to amend the charter to include control share acquisition provisions.
Vote FOR proposals to restore voting rights to the control shares.
Control Share Cash-Out Provisions
Control share cash-out statutes give dissident shareholders the right to cash-out of their position in a company at the expense of the shareholder who has taken a control position. In other words, when an investor crosses a preset threshold level, remaining shareholders are given the right to sell their shares to the acquirer, who must buy them at the highest acquiring price.
Vote FOR proposals to opt out of control share cash-out statutes.
Disgorgement Provisions
Disgorgement provisions require an acquirer or potential acquirer of more than a certain percentage of a companys stock to disgorge, or pay back, to the company any profits realized from the sale of that companys stock purchased 24 months before achieving control status. All sales of company stock by the acquirer occurring within a certain period of time (between 18 months and 24 months) prior to the investors gaining control status are subject to these recapture-of-profits provisions.
Vote FOR proposals to opt out of state disgorgement provisions.
Fair Price Provisions
Vote CASE-BY-CASE on proposals to adopt fair price provisions (provisions that stipulate that an acquirer must pay the same price to acquire all shares as it paid to acquire the control shares), evaluating factors such as the vote required to approve the proposed acquisition, the vote required to repeal the fair price provision, and the mechanism for determining the fair price.
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Generally, vote AGAINST fair price provisions with shareholder vote requirements greater than a majority of disinterested shares.
Freeze-Out Provisions
Vote FOR proposals to opt out of state freeze-out provisions. Freeze-out provisions force an investor who surpasses a certain ownership threshold in a company to wait a specified period of time before gaining control of the company.
Greenmail
Greenmail payments are targeted share repurchases by management of company stock from individuals or groups seeking control of the company. Since only the hostile party receives payment, usually at a substantial premium over the market value of its shares, the practice discriminates against all other shareholders.
Vote FOR proposals to adopt anti-greenmail charter or bylaw amendments or otherwise restrict a companys ability to make greenmail payments.
Vote CASE-BY-CASE on anti-greenmail proposals when they are bundled with other charter or bylaw amendments.
Net Operating Loss (NOL) Protective Amendments
For management proposals to adopt a protective amendment for the stated purpose of protecting a companys net operating losses (NOLs), the following factors should be considered on a CASE-BY-CASE basis:
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The ownership threshold (NOL protective amendments generally prohibit stock ownership transfers that would result in a new 5-percent holder or increase the stock ownership percentage of an existing five-percent holder); |
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The value of the NOLs; |
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Shareholder protection mechanisms (sunset provision or commitment to cause expiration of the protective amendment upon exhaustion or expiration of the NOL); |
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The companys existing governance structure including: board independence, existing takeover defenses, track record of responsiveness to shareholders, and any other problematic governance concerns; and |
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Any other factors that may be applicable. |
Poison Pills- Shareholder Proposals to put Pill to a Vote and/or Adopt a Pill Policy
Vote FOR shareholder proposals requesting that the company submit its poison pill to a shareholder vote or redeem it UNLESS the company has: (1) A shareholder approved poison pill in place; or (2) The company has adopted a policy concerning the adoption of a pill in the future specifying that the board will only adopt a shareholder rights plan if either:
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Shareholders have approved the adoption of the plan; or |
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The board, in its exercise of its fiduciary responsibilities, determines that it is in the best interest of shareholders under the circumstances to adopt a pill without the delay in adoption |
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that would result from seeking stockholder approval (i.e., the fiduciary out provision). A poison pill adopted under this fiduciary out will be put to a shareholder ratification vote within 12 months of adoption or expire. If the pill is not approved by a majority of the votes cast on this issue, the plan will immediately terminate. |
If the shareholder proposal calls for a time period of less than 12 months for shareholder ratification after adoption, vote FOR the proposal, but add the caveat that a vote within 12 months would be considered sufficient implementation.
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:
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No lower than a 20% trigger, flip-in or flip-over; |
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A term of no more than three years; |
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No dead-hand, slow-hand, no-hand or similar feature that limits the ability of a future board to redeem the pill; |
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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 companys 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 CASE-BY-CASE on management proposals for poison pill ratification. For management proposals to adopt a poison pill for the stated purpose of preserving a companys net operating losses (NOLs), the following factors are considered on a CASE-BY-CASE basis:
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The ownership threshold to transfer (NOL pills generally have a trigger slightly below 5%); |
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The value of the NOLs; |
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The term; |
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Shareholder protection mechanisms (sunset provision, or commitment to cause expiration of the pill upon exhaustion or expiration of NOLs); |
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The companys existing governance structure including: board independence, existing takeover defenses, track record of responsiveness to shareholders, and any other problematic governance concerns; and |
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Any other factors that may be applicable. |
A-55
Reimbursing Proxy Solicitation Expenses
Vote CASE-BY-CASE on proposals to reimburse proxy solicitation expenses. When voting in conjunction with support of a dissident slate, vote FOR the reimbursement of all appropriate proxy solicitation expenses associated with the election.
Generally vote FOR shareholder proposals calling for the reimbursement of reasonable costs incurred in connection with nominating one or more candidates in a contested election where the following apply:
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The election of fewer than 50% of the directors to be elected is contested in the election; |
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One or more of the dissidents candidates is elected; |
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Shareholders are not permitted to cumulate their votes for directors; and |
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The election occurred, and the expenses were incurred, after the adoption of this bylaw. |
Reincorporation Proposals
Management or shareholder proposals to change a companys state of incorporation should be evaluated on a CASE-BY-CASE basis, giving consideration to both financial and corporate governance concerns including the following:
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Reasons for reincorporation; |
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Comparison of companys governance practices and provisions prior to and following the reincorporation; and |
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Comparison of corporation laws of original state and destination state |
Vote FOR reincorporation when the economic factors outweigh any neutral or negative governance changes.
Shareholder Ability to Act by Written Consent
Vote AGAINST management and shareholder proposals to restrict or prohibit shareholders ability to act by written consent.
Generally vote FOR management and shareholder proposals that provide shareholders with the ability to act by written consent taking into account the following factors:
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Shareholders current right to act by written consent; |
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Consent threshold; |
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The inclusion of exclusionary or prohibitive language; |
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Investor ownership structure; and |
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Shareholder support of and managements response to previous shareholder proposals. |
Shareholder Ability to Call Special Meetings
Vote AGAINST management or shareholder proposals to restrict or prohibit shareholders ability to call special meetings.
A-56
Generally vote FOR management or shareholder proposals that provide shareholders with the ability to call special meetings taking into account the following factors:
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Shareholders current right to call special meetings; |
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Minimum ownership threshold necessary to call special meetings (10% preferred); |
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The inclusion of exclusionary or prohibitive language; |
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Investor ownership structure; and |
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Shareholder support of and managements response to previous shareholder proposals. |
Stakeholder Provisions
Vote AGAINST proposals that ask the board to consider non-shareholder constituencies or other non-financial effects when evaluating a merger or business combination.
State Antitakeover Statutes
Vote CASE-BY-CASE on proposals to opt in or out of state takeover statutes (including control share acquisition statutes, control share cash-out statutes, freeze-out provisions, fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, anti-greenmail provisions, and disgorgement provisions).
Supermajority Vote Requirements
Vote AGAINST proposals to require a supermajority shareholder vote.
Vote FOR management or shareholder proposals to reduce supermajority vote requirements. However, for companies with shareholder(s) who have significant ownership levels, vote CASE-BY-CASE, taking into account:
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Ownership structure; |
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Quorum requirements; and |
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Supermajority vote requirements. |
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4. |
CAPITAL/RESTRUCTURING |
Capital
Adjustments to Par Value of Common Stock
Vote FOR management proposals to reduce the par value of common stock.
Common Stock Authorization
Vote CASE-BY-CASE on proposals to increase the number of shares of common stock authorized for issuance. Take into account company-specific factors which include, at a minimum, the following:
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Past Board Performance: |
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The companys use of authorized shares during the last three years; |
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One- and three-year total shareholder return; and |
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The boards governance structure and practices; |
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The Current Request: |
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Disclosure in the proxy statement of the specific reasons for the proposed increase; |
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The dilutive impact of the request as determined through an allowable cap generated by RiskMetrics quantitative model, which examines the companys need for shares and its three-year total shareholder return; and |
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Risks to shareholders of not approving the request. |
Vote AGAINST proposals at companies with more than one class of common stock to increase the number of authorized shares of the class that has superior voting rights.
Issue Stock for Use with Rights Plan
Vote AGAINST proposals that increase authorized common stock for the explicit purpose of implementing a non-shareholder approved shareholder rights plan (poison pill).
Preemptive Rights
Vote CASE-BY-CASE on shareholder proposals that seek preemptive rights, taking into consideration: the size of a company, the characteristics of its shareholder base, and the liquidity of the stock.
Preferred Stock
Vote CASE-BY-CASE on 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:
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Past Board Performance: |
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The companys use of authorized preferred shares during the last three years; |
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One- and three-year total shareholder return; and |
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The boards governance structure and practices; |
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The Current Request: |
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Disclosure in the proxy statement of specific reasons for the proposed increase; |
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In cases where the company has existing authorized preferred stock, the dilutive impact of the request as determined through an allowable cap generated by RiskMetrics quantitative model, which examines the companys need for shares and three-year total shareholder return; and |
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Whether the shares requested are blank check preferred shares, and whether they are declawed. |
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 that has superior voting rights.
Recapitalization
Vote CASE-BY-CASE on recapitalizations (reclassifications of securities), taking into account the following:
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More simplified capital structure; |
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Enhanced liquidity; |
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Fairness of conversion terms; |
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Impact on voting power and dividends; |
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Reasons for the reclassification; |
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Conflicts of interest; and |
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Other alternatives considered. |
Reverse Stock Splits
Vote FOR management proposals to implement a reverse stock split when the number of authorized shares will be proportionately reduced.
Vote FOR management proposals to implement a reverse stock split to avoid delisting.
Vote CASE-BY-CASE on proposals to implement a reverse stock split that do not proportionately reduce the number of shares authorized for issue based on the allowable increased calculated using the Capital Structure model.
Share Repurchase Programs
Vote FOR management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms.
Stock Distributions: Splits and Dividends
Vote FOR management proposals to increase the common share authorization for a stock split or share dividend, provided that the increase in authorized shares would not result in an excessive number of shares available for issuance as determined using a model developed by RMG.
Tracking Stock
Vote CASE-BY-CASE on the creation of tracking stock, weighing the strategic value of the transaction against such factors as:
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Adverse governance changes; |
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Excessive increases in authorized capital stock; |
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Unfair method of distribution; |
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Diminution of voting rights; |
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Adverse conversion features; |
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Negative impact on stock option plans; and |
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Alternatives such as spin-off. |
Restructuring
Appraisal Rights
Vote FOR proposals to restore, or provide shareholders with rights of appraisal.
Asset Purchases
Vote CASE-BY-CASE on asset purchase proposals, considering the following factors:
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Purchase price; |
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Fairness opinion; |
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Financial and strategic benefits; |
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How the deal was negotiated; |
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Conflicts of interest; |
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Other alternatives for the business; |
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Non-completion risk. |
Asset Sales
Vote CASE-BY-CASE on asset sales, considering the following factors:
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Impact on the balance sheet/working capital; |
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Potential elimination of diseconomies; |
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Anticipated financial and operating benefits; |
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Anticipated use of funds; |
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Value received for the asset; |
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Fairness opinion; |
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How the deal was negotiated; |
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Conflicts of interest. |
Bundled Proposals
Vote CASE-BY-CASE on bundled or conditional proxy proposals. In the case of items that are conditioned upon each other, examine the benefits and costs of the packaged items. In instances when the joint effect of the conditioned items is not in shareholders best interests, vote AGAINST the proposals. If the combined effect is positive, support such proposals.
Conversion of Securities
Vote CASE-BY-CASE on proposals regarding conversion of securities. When evaluating these proposals the investor should review the dilution to existing shareholders, the conversion price relative to market value, financial issues, control issues, termination penalties, and conflicts of interest.
Vote FOR the conversion if it is expected that the company will be subject to onerous penalties or will be forced to file for bankruptcy if the transaction is not approved.
Corporate Reorganization/Debt Restructuring/Prepackaged Bankruptcy Plans/Reverse Leveraged Buyouts/Wrap Plans
Vote CASE-BY-CASE on proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan, taking into consideration the following:
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Dilution to existing shareholders position; |
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Terms of the offer; |
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Financial issues; |
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Managements efforts to pursue other alternatives; |
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Control issues; |
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Conflicts of interest. |
Vote FOR the debt restructuring if it is expected that the company will file for bankruptcy if the transaction is not approved.
Formation of Holding Company
Vote CASE-BY-CASE on proposals regarding the formation of a holding company, taking into consideration the following:
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The reasons for the change; |
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Any financial or tax benefits; |
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Regulatory benefits; |
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Increases in capital structure; |
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Changes to the articles of incorporation or bylaws of the company. |
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Absent compelling financial reasons to recommend the transaction, vote AGAINST the formation of a holding company if the transaction would include either of the following:
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Increases in common or preferred stock in excess of the allowable maximum (see discussion under Capital Structure); |
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Adverse changes in shareholder rights. |
Going Private and Going Dark Transactions (LBOs and Minority Squeeze-outs)
Vote CASE-BY-CASE on going private transactions, taking into account the following:
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Offer price/premium; |
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Fairness opinion; |
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How the deal was negotiated; |
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Conflicts of interest; |
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Other alternatives/offers considered; and |
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Non-completion risk. |
Vote CASE-BY-CASE on going dark transactions, determining whether the transaction enhances shareholder value by taking into consideration:
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Whether the company has attained benefits from being publicly-traded (examination of trading volume, liquidity, and market research of the stock); |
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Balanced interests of continuing vs. cashed-out shareholders, taking into account the following: |
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Are all shareholders able to participate in the transaction? |
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Will there be a liquid market for remaining shareholders following the transaction? |
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Does the company have strong corporate governance? |
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Will insiders reap the gains of control following the proposed transaction? |
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Does the state of incorporation have laws requiring continued reporting that may benefit shareholders? |
Joint Ventures
Vote CASE-BY-CASE on proposals to form joint ventures, taking into account the following:
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Percentage of assets/business contributed; |
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Percentage ownership; |
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Financial and strategic benefits; |
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Governance structure; |
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Conflicts of interest; |
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Other alternatives; |
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Noncompletion risk. |
Liquidations
Vote CASE-BY-CASE on liquidations, taking into account the following:
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Managements efforts to pursue other alternatives; |
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Appraisal value of assets; and |
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The compensation plan for executives managing the liquidation. |
Vote FOR the liquidation if the company will file for bankruptcy if the proposal is not approved.
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:
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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. |
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Market reaction - How has the market responded to the proposed deal? A negative market reaction should cause closer scrutiny of a deal. |
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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. |
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Negotiations and process - Were the terms of the transaction negotiated at arms-length? Was the process fair and equitable? A fair process helps to ensure the best price for shareholders. Significant negotiation wins can also signify the deal makers competency. The comprehensiveness of the sales process ( e.g. , full auction, partial auction, no auction) can also affect shareholder value. |
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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 RMG 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. |
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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. |
Plans of Reorganization (Bankruptcy)
Vote CASE-BY-CASE basis on proposals to common shareholders on bankruptcy plans of reorganization, considering the following factors including, but not limited to:
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Estimated value and financial prospects of the reorganized company; |
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Percentage ownership of current shareholders in the reorganized company; |
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Whether shareholders are adequately represented in the reorganization process (particularly through the existence of an Official Equity Committee); |
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The cause(s) of the bankruptcy filing, and the extent to which the plan of reorganization addresses the cause(s); |
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Existence of a superior alternative to the plan of reorganization; and |
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Governance of the reorganized company. |
Private Placements/Warrants/Convertible Debentures
Vote CASE-BY-CASE on proposals regarding private placements taking into consideration:
(1) Dilution to existing shareholders position.
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The amount and timing of shareholder ownership dilution should be weighed against the needs and proposed shareholder benefits of the capital infusion. |
(2) Terms of the offer - discount/premium in purchase price to investor, including any fairness opinion; conversion features; termination penalties; exit strategy.
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The terms of the offer should be weighed against the alternatives of the company and in light of companys financial issues. |
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When evaluating the magnitude of a private placement discount or premium, RiskMetrics will consider whether it is affected by liquidity, due diligence, control and monitoring issues, capital scarcity, information asymmetry and anticipation of future performance. |
(3) Financial issues include but are not limited to examining the following:
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Companys financial situation; |
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Degree of need for capital; |
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Use of proceeds; |
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Effect of the financing on the companys cost of capital; |
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Current and proposed cash burn rate; and |
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Going concern viability and the state of the capital and credit markets. |
(4) Managements efforts to pursue alternatives and whether the company engaged in a process to evaluate alternatives. A fair, unconstrained process helps to ensure the best price for shareholders. Financing alternatives can include joint ventures, partnership, merger or sale of part or all of the company.
(5) Control issues:
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Change in management; |
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Change in control, |
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Guaranteed board and committee seats; |
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Standstill provisions; |
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Voting agreements; |
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Veto power over certain corporate actions. |
Minority versus majority ownership and corresponding minority discount or majority control premium
(6) Conflicts of interest
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Conflicts of interest should be viewed from the perspective of the company and the investor. |
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Were the terms of the transaction negotiated at arms-length? Are managerial incentives aligned with shareholder interests? |
(7) Market reaction
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The markets response to the proposed deal. A negative market reaction is a cause for concern. Market reaction may be addressed by analyzing the one day impact on the unaffected stock price. |
Vote FOR the private placement if it is expected that the company will file for bankruptcy if the transaction is not approved.
Special Purpose Acquisition Corporations (SPACs)
Vote on a CASE-BY-CASE basis on SPAC mergers and acquisitions taking into account the following:
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Valuation - Is the value being paid by the SPAC reasonable? SPACs generally lack an independent fairness opinion and the financials on the target may be limited. Compare the conversion price with the intrinsic value of the target company provided in the fairness opinion. Also, evaluate the proportionate value of the combined entity attributable to the SPAC IPO shareholders versus the pre-merger value of SPAC. Additionally, a private company discount may be applied to the target, if it is a private entity. |
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Market reaction - How has the market responded to the proposed deal? A negative market reaction may be a cause for concern. Market reaction may be addressed by analyzing the one-day impact on the unaffected stock price. |
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Deal timing - A main driver for most transactions is that the SPAC charter typically requires the deal to be complete within 18 to 24 months, or the SPAC is to be liquidated. Evaluate the valuation, market reaction, and potential conflicts of interest for deals that are announced close to the liquidation date. |
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Negotiations and process - What was the process undertaken to identify potential target companies within specified industry or location specified in charter? Consider the background of the sponsors. |
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Conflicts of interest - How are sponsors benefiting from the transaction compared to IPO shareholders? Potential conflicts could arise if a fairness opinion is issued by the insiders to qualify the deal rather than a third party or if management is encouraged to pay a higher price for the target because of an 80% rule (the charter requires that the fair market value of the target is at least equal to 80% of net assets of the SPAC). Also, there may be sense of urgency by the management team of the SPAC to close the deal since its charter typically requires a transaction to be completed within the 18-24 month timeframe. |
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Voting agreements - Are the sponsors entering into enter into any voting agreements/ tender offers with shareholders who are likely to vote AGAINST the proposed merger or exercise conversion rights? |
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Governance - What is the impact of having the SPAC CEO or founder on key committees following the proposed merger? |
Spinoffs
Vote CASE-BY-CASE on spin-offs, considering:
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Tax and regulatory advantages; |
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Planned use of the sale proceeds; |
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Valuation of spinoff; |
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Fairness opinion; |
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Benefits to the parent company; |
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Conflicts of interest; |
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Managerial incentives; |
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Corporate governance changes; |
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Changes in the capital structure. |
Value Maximization Shareholder Proposals
Vote CASE-BY-CASE on shareholder proposals seeking to maximize shareholder value by hiring a financial advisor to explore strategic alternatives, selling the company or liquidating the company and
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distributing the proceeds to shareholders. These proposals should be evaluated based on the following factors:
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Prolonged poor performance with no turnaround in sight; |
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Signs of entrenched board and management; |
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Strategic plan in place for improving value; |
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Likelihood of receiving reasonable value in a sale or dissolution; and |
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Whether company is actively exploring its strategic options, including retaining a financial advisor. |
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5. |
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:
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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; |
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Avoid arrangements that risk pay for failure: This principle addresses the appropriateness of long or indefinite contracts, excessive severance packages, and guaranteed compensation; |
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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); |
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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; |
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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)
Evaluate executive pay and practices, as well as certain aspects of outside director compensation, on a CASE-BY-CASE basis.
Vote AGAINST management say on pay (MSOP) proposals, AGAINST/WITHHOLD on compensation committee members (or, in rare cases where the full board is deemed responsible, all directors including the CEO), and/or AGAINST an equity-based incentive plan proposal if:
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There is a misalignment between CEO pay and company performance ( pay for performance ); |
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The company maintains problematic pay practices ; |
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The board exhibits poor communication and responsiveness to shareholders. |
Voting Alternatives
In general, the management say on pay (MSOP) ballot item is the primary focus of voting on executive pay practices dissatisfaction with compensation practices can be expressed by voting against MSOP rather than withholding or voting against the compensation committee. However, if there is no MSOP on the ballot, then the negative vote will apply to members of the compensation committee. In addition, in egregious cases, or if the board fails to respond to concerns raised by a prior MSOP proposal, then vote withhold or against compensation committee members (or, if the full board is deemed accountable, all directors). If the negative factors involve equity-based compensation, then vote AGAINST an equity-based plan proposal presented for shareholder approval.
Additional CASE-BY-CASE considerations for the management say on pay (AASOP) proposals:
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Evaluation of performance metrics in short-term and long-term plans, as discussed and explained in the Compensation Discussion & Analysis (CD&A). Consider the measures, goals, and target awards reported by the company for executives short- and long-term incentive awards: disclosure, explanation of their alignment with the companys business strategy, and whether goals appear to be sufficiently challenging in relation to resulting payouts; |
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Evaluation of peer group benchmarking used to set target pay or award opportunities. Consider the rationale stated by the company for constituents in its pay benchmarking peer group, as well as the benchmark targets it uses to set or validate executives pay (e.g., median, 75th percentile, etc.,) to ascertain whether the benchmarking process is sound or may result in pay ratcheting due to inappropriate peer group constituents (e.g., much larger companies) or targeting (e.g., above median); and |
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Balance of performance-based versus non-performance-based pay. Consider the ratio of performance-based (not including plain vanilla stock options) vs. non-performance-based pay elements reported for the CEOs latest reported fiscal year compensation, especially in conjunction with concerns about other factors such as performance metrics/goals, benchmarking practices, and pay-for-performance disconnects. |
Primary Evaluation Factors for Executive Pay
Pay for Performance
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Evaluate the alignment of the CEOs pay with performance over time, focusing particularly on companies that have underperformed their peers over a sustained period. From a shareholders perspective, performance is predominantly gauged by the companys stock performance over time. Even when financial or operational measures are utilized in incentive awards, the achievement related to these measures should ultimately translate into superior shareholder returns in the long-term. |
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Focus on companies with sustained underperformance relative to peers, considering the following key factors: |
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Whether a companys one-year and three-year total shareholder returns (TSR) are in the bottom half of its industry group (i.e., four-digit GICS - Global Industry Classification Group); and |
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Whether the total compensation of a CEO who has served at least two consecutive fiscal years is aligned with the companys total shareholder return over time, including both recent and long-term periods. |
If a company falls in the bottom half of its four-digit GICS, further analysis of the CD&A is required to better understand the various pay elements and whether they create or reinforce shareholder alignment. Also assess the CEOs pay relative to the companys TSR over a time horizon of at least five years. The most recent year-over-year increase or decrease in pay remains a key consideration, but there will be additional emphasis on the long term trend of CEO total compensation relative to shareholder return. Also consider the mix of performance-based compensation relative to total compensation. In general, standard stock options or time-vested restricted stock are not considered to be performance-based. If a company provides performance-based incentives to its executives, the company is highly encouraged to provide the complete disclosure of the performance measure and goals (hurdle rate) so that shareholders can assess the rigor of the performance program. The use of non-GAAP financial metrics also makes it very challenging for shareholders to ascertain the rigor of the program as shareholders often cannot tell the type of adjustments being made and if the adjustments were made consistently. Complete and transparent disclosure helps shareholders to better understand the companys pay for performance linkage.
Problematic Pay Practices
The focus is on executive compensation practices that contravene the global pay principles, including:
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Problematic practices related to non-performance-based compensation elements; |
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Incentives that may motivate excessive risk-taking; and |
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Options Backdating. |
Non-Performance based Compensation Elements
Companies adopt a variety of pay arrangements that may be acceptable in their particular industries, or unique for a particular situation, and all companies are reviewed on a case-by-case basis. However, there are certain adverse practices that are particularly contrary to a performance-based pay philosophy, including guaranteed pay and excessive or inappropriate non-performance-based pay elements.
While not exhaustive, this is the list of practices that carry greatest weight in this consideration and may result in negative vote recommendations on a stand-alone basis. For more details, please refer to RMGs Compensation FAQ document: http://www.riskmetrics.com/policy/2010 compensation FAQ :
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Multi-year guarantees for salary increases, non-performance based bonuses, and equity compensation; |
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Including additional years of unworked service that result in significant additional benefits, without sufficient justification, or including long-term equity awards in the pension calculation; |
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Perquisites for former and/or retired executives, and extraordinary relocation benefits (including home buyouts) for current executives; |
A-69
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Change-in-control payments exceeding 3 times base salary and target bonus; change-in-control payments without job loss or substantial diminution of duties (Single Triggers); new or materially amended agreements that provide for modified single triggers (under which an executive may voluntarily leave for any reason and still receive the change-in-control severance package); new or materially amended agreements that provide for an excise tax gross-up (including modified gross-ups); |
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Tax Reimbursements related to executive perquisites or other payments such as personal use of corporate aircraft, executive life insurance, bonus, etc; (see also excise tax gross-ups above) |
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Dividends or dividend equivalents paid on unvested performance shares or units; |
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Executives using company stock in hedging activities, such as cashless collars, forward sales, equity swaps or other similar arrangements; or |
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Repricing or replacing of underwater stock options/stock appreciation rights without prior shareholder approval (including cash buyouts and voluntary surrender/subsequent regrant of underwater options). |
Incentives that may Motivate Excessive Risk-Taking
Assess company policies and disclosure related to compensation that could incentivize excessive risk-taking, for example:
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Guaranteed bonuses; |
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A single performance metric used for short- and long-term plans; |
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Lucrative severance packages; |
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High pay opportunities relative to industry peers; |
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Disproportionate supplemental pensions; or |
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Mega annual equity grants that provide unlimited upside with no downside risk. |
Factors that potentially mitigate the impact of risky incentives include rigorous claw-back provisions and robust stock ownership/holding guidelines.
Options Backdating
Vote CASE-by-CASE on options backdating issues. Generally, when a company has recently practiced options backdating, WITHHOLD from or vote AGAINST the compensation committee, depending on the severity of the practices and the subsequent corrective actions on the part of the board. When deciding on votes on compensation committee members who oversaw questionable options grant practices or current compensation committee members who fail to respond to the issue proactively, consider several factors, including, but not limited to, the following:
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Reason and motive for the options backdating issue, such as inadvertent vs. deliberate grant date changes; |
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Duration of options backdating; |
A-70
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Size of restatement due to options backdating; |
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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 |
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Adoption of a grant policy that prohibits backdating, and creates a fixed grant schedule or window period for equity grants in the future. |
A CASE-by-CASE analysis approach allows distinctions to be made between companies that had sloppy plan administration versus those that acted deliberately and/or committed fraud, as well as those companies that subsequently took corrective action. Cases where companies have committed fraud are considered most egregious.
Board Communications and Responsiveness
Consider the following factors on a CASE-BY-CASE basis when evaluating ballot items related to executive pay:
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Poor disclosure practices, including: |
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Unclear explanation of how the CEO is involved in the pay setting process; |
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Retrospective performance targets and methodology not discussed; |
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Methodology for benchmarking practices and/or peer group not disclosed and explained. |
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Boards responsiveness to investor input and engagement on compensation issues, for example: |
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Failure to respond to majority-supported shareholder proposals on executive pay topics; or |
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Failure to respond to concerns raised in connection with significant opposition to MSOP proposals. |
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:
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The total cost of the companys equity plans is unreasonable; |
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The plan expressly permits the repricing of stock options/stock appreciate rights (SARs) without prior shareholder approval; |
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The CEO is a participant in the proposed equity-based compensation plan and there is a disconnect between CEO pay and the companys performance where over 50 percent of the year-over-year increase is attributed to equity awards (see Pay-for-Performance ); |
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The companys three year burn rate exceeds the greater of 2% or the mean plus one standard deviation of its industry group; |
A-71
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Liberal Change of Control Definition : The plan provides for the acceleration of vesting of equity awards even though an actual change in control may not occur ( e.g. , upon shareholder approval of a transaction or the announcement of a tender offer); or |
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The plan is a vehicle for problematic pay practices . |
Each of these factors is described below:
Cost of Equity Plans
Generally, vote AGAINST equity plans if the cost is unreasonable. For non-employee director plans, vote FOR the plan if certain factors are met (see Director Compensation section).
The cost of the equity plans is expressed as Shareholder Value Transfer (SVT), which is measured using a binomial option pricing model that assesses the amount of shareholders equity flowing out of the company to employees and directors. SVT is expressed as both a dollar amount and as a percentage of market value, and includes the new shares proposed, shares available under existing plans, and shares granted but unexercised. All award types are valued. For omnibus plans, unless limitations are placed on the most expensive types of awards (for example, full value awards), the assumption is made that all awards to be granted will be the most expensive types. See discussion of specific types of awards.
The Shareholder Value Transfer is reasonable if it falls below the company-specific allowable cap. The allowable cap is determined as follows: The top quartile performers in each industry group (using the Global Industry Classification Standard: GICS) are identified. Benchmark SVT levels for each industry are established based on these top performers historic SVT. Regression analyses are run on each industry group to identify the variables most strongly correlated to SVT. The benchmark industry SVT level is then adjusted upwards or downwards for the specific company by plugging the company-specific performance measures, size and cash compensation into the industry cap equations to arrive at the companys allowable cap.
Repricing Provisions
Vote AGAINST plans that expressly permit the repricing or exchange of underwater stock options without prior shareholder approval, even if the cost of the plan is reasonable. Also, vote AGAINST OR WITHHOLD from members of the Compensation Committee who approved and/or implemented a repricing or an option exchange program, by buying out underwater options for stock, cash or other consideration or canceling underwater options and regranting options with a lower exercise price, without prior shareholder approval, even if such repricings are allowed in their equity plan.
Vote AGAINST plans if the company has a history of repricing options without shareholder approval, and the applicable listing standards would not preclude them from doing so.
Three-Year Burn Rate/Burn Rate Commitment
Generally vote AGAINST equity plans for companies whose average three-year burn rates exceeds the greater of : (1) the mean plus one standard deviation of the companys GICS group segmented by Russell 3000 index and non-Russell 3000 index (per the following Burn Rate Table); and (2) two percent of weighted common shares outstanding. The three-year burn rate policy does not apply to non-employee director plans unless outside directors receive a significant portion of shares each year.
The annual burn rate is calculated as follows:
Annual Burn rate = (# of options granted + # of full value shares awarded * Multiplier) / Weighted Average common shares outstanding)
A-72
However, vote FOR equity plans if the company fails this burn rate test but the company commits in a public filing to a three-year average burn rate equal to its GICS group burn rate mean plus one standard deviation (or 2%, whichever is greater), assuming all other conditions for voting FOR the plan have been met.
If a company fails to fulfill its burn rate commitment, vote AGAINST or WITHHOLD from the compensation committee.
For the Dec. 1, 2009 and future quarterly data downloads, RMG will use the 200-day volatility for the shareholder value transfer and burn rate policies. We will also use the 200-day average stock price for the shareholder value transfer policy.
Burn Rate Table for 2010
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Russell 3000 |
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Non-Russell 3000 |
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GICS |
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Description |
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Mean |
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Standard
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Mean +
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Mean |
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Standard
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Mean +
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1010 |
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Energy |
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1.07% |
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1.08% |
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2.14% |
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2.04% |
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2.26% |
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4.30% |
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1510 |
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Materials |
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0.94% |
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0.68% |
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1.63% |
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1.97% |
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2.57% |
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4.54% |
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2010 |
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Capital Goods |
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1.10% |
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0.85% |
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1.95% |
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2.07% |
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2.62% |
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4.69% |
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2020 |
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Commercial Services & Supplies |
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1.67% |
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1.23% |
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2.89% |
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1.82% |
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1.71% |
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3.53% |
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2030 |
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Transportation |
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1.20% |
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0.93% |
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2.13% |
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1.36% |
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0.95% |
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2.31% |
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2510 |
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Automobiles & Components |
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1.36% |
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1.63% |
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2.99% |
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1.36% |
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1.63% |
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2.99% |
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2520 |
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Consumer Durables & Apparel |
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1.76% |
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1.21% |
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2.97% |
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1.56% |
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1.81% |
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3.37% |
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2530 |
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Hotels Restaurants & Leisure |
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1.69% |
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1.11% |
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2.80% |
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1.52% |
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1.65% |
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3.17% |
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2540 |
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Media |
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1.36% |
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0.93% |
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2.28% |
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2.14% |
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1.88% |
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4.03% |
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2550 |
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Retailing |
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1.69% |
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1.41% |
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3.10% |
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2.19% |
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1.82% |
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4.01% |
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3010, 3020, 3030 |
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Food & Staples Retailing |
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1.25% |
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1.67% |
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2.92% |
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1.52% |
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1.65% |
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3.17% |
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3510 |
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Health Care Equipment & Services |
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2.19% |
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1.46% |
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3.65% |
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3.77% |
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4.16% |
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7.92% |
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3520 |
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Pharmaceuticals & Biotechnology |
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3.19% |
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1.97% |
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5.16% |
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4.52% |
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4.05% |
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8.58% |
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4010 |
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Banks |
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1.02% |
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1.04% |
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2.05% |
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0.81% |
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1.31% |
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2.12% |
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4020 |
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Diversified Financials |
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2.21% |
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2.94% |
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5.15% |
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4.25% |
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4.05% |
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8.30% |
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4030 |
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Insurance |
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1.07% |
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0.94% |
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2.02% |
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1.03% |
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1.28% |
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2.31% |
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A-73
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Russell 3000 |
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Non-Russell 3000 |
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GICS |
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Description |
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Mean |
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Standard
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Mean +
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Mean |
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Standard
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Mean +
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4040 |
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Real Estate |
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0.56% |
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0.49% |
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1.04% |
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0.99% |
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2.14% |
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3.13% |
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4510 |
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Software & Services |
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3.15% |
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2.32% |
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5.47% |
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4.32% |
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3.26% |
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7.58% |
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4520 |
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Technology Hardware & Equipment |
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2.60% |
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2.18% |
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4.79% |
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3.32% |
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3.76% |
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7.08% |
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4530 |
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Semiconductors & Semiconductor Equipment |
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2.94% |
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1.88% |
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4.82% |
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4.33% |
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2.98% |
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7.31% |
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5010 |
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Telecommunication Services |
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1.30% |
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1.20% |
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2.50% |
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2.63% |
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2.45% |
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5.08% |
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5510 |
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Utilities |
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0.41% |
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0.39% |
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0.80% |
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0.76% |
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0.88% |
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1.64% |
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For companies that grant both full value awards and stock options to their participants, apply a premium on full value awards for the past three fiscal years. The guideline for applying the premium is as follows:
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Stock Price Volatility |
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Multiplier |
54.6% and higher |
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1 full-value award will count as 1.5 option shares |
36.1% or higher and less than 54.6% |
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1 full-value award will count as 2.0 option shares |
24.9% or higher and less than 36.1% |
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1 full-value award will count as 2.5 option shares |
16.5% or higher and less than 24.9% |
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1 full-value award will count as 3.0 option shares |
7.9% or higher and less than 16.5% |
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1 full-value award will count as 3.5 option shares |
Less than 7.9% |
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1 full-value award will count as 4.0 option shares |
Pay-for-Performance - Impact on Equity Plans
If a significant portion of the CEOs misaligned pay is attributed to equity awards, and there is an equity plan on the ballot, vote AGAINST the equity plan, taking in to consideration:
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Magnitude of pay increase/decrease in the last fiscal year; |
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Source of pay increase (cash or equity); and |
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Proportion of equity awards granted in the last fiscal year concentrated at the named executive officer level. |
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See Pay-for-Performance discussion under Executive Pay Evaluation for further details. |
Liberal Definition of Change-in-Control
Generally vote AGAINST equity plans if the plan provides for the acceleration of vesting of equity awards even though an actual change in control may not occur. Examples of such a definition could include, but are not limited to, announcement or commencement of a tender offer, provisions for acceleration upon a potential takeover, shareholder approval of a merger or other transactions, or similar language.
A-74
Problematic Pay Practices
If the equity plan on the ballot is a vehicle for problematic pay practices , vote AGAINST the plan.
Specific Treatment of Certain Award Types in Equity Plan Evaluations:
Dividend Equivalent Rights
Options that have Dividend Equivalent Rights (DERs) associated with them will have a higher calculated award value than those without DERs under the binomial model, based on the value of these dividend streams. The higher value will be applied to new shares, shares available under existing plans, and shares awarded but not exercised per the plan specifications. DERS transfer more shareholder equity to employees and non-employee directors and this cost should be captured.
Liberal Share Recycling Provisions
Under net share counting provisions, shares tendered by an option holder to pay for the exercise of an option, shares withheld for taxes or shares repurchased by the company on the open market can be recycled back into the equity plan for awarding again. All awards with such provisions should be valued as full-value awards. Stock-settled stock appreciation rights (SSARs) will also be considered as full-value awards if a company counts only the net shares issued to employees towards their plan reserve.
Operating Partnership (OP) units in Equity Plan analysis of Real Estate Investment Trusts (REITs)
For Real Estate Investment Trusts (REITS), include the common shares issuable upon conversion of outstanding Operating Partnership (OP) units in the share count for the purposes of determining: (1) market capitalization in the Shareholder Value Transfer (SVT) analysis and (2) shares outstanding in the burn rate analysis.
Option Overhang Cost
Companies with sustained positive stock performance and high overhang cost attributable to in-the-money options outstanding in excess of six years may warrant a carve-out of these options from the overhang as long as the dilution attributable to the new share request is reasonable and the company exhibits sound compensation practices. Consider, on a CASE-BY-CASE basis, a carve-out of a portion of cost attributable to overhang, considering the following criteria:
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Performance : Companies with sustained positive stock performance will merit greater scrutiny. Five-year total shareholder return (TSR), year-over-year performance, and peer performance could play a significant role in this determination. |
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Overhang Disclosure : Assess whether optionees have held in-the-money options for a prolonged period (thus reflecting their confidence in the prospects of the company). Note that this assessment would require additional disclosure regarding a companys overhang. Specifically, the following disclosure would be required: |
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The number of in-the-money options outstanding in excess of six or more years with a corresponding weighted average exercise price and weighted average contractual remaining term; |
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The number of all options outstanding less than six years and underwater options outstanding in excess of six years with a corresponding weighted average exercise price and weighted average contractual remaining term; |
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The general vesting provisions of option grants; and |
A-75
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The distribution of outstanding option grants with respect to the named executive officers; |
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Dilution : Calculate the expected duration of the new share request in addition to all shares currently available for grant under the equity compensation program, based on the companys three-year average burn rate (or a burn-rate commitment that the company makes for future years). The expected duration will be calculated by multiplying the companys unadjusted (options and full-value awards accounted on a one-for-one basis) three-year average burn rate by the most recent fiscal years weighted average shares outstanding (as used in the companys calculation of basic EPS) and divide the sum of the new share request and all available shares under the companys equity compensation program by the product. For example, an expected duration in excess of five years could be considered problematic; and |
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Compensation Practices : An evaluation of overall practices could include: (1) stock option repricing provisions, (2) high concentration ratios (of grants to top executives), or (3) additional practices outlined in the Poor Pay Practices policy. |
Other Compensation Plans
401 (k) Employee Benefit Plans
Vote FOR proposals to implement a 401 (k) savings plan for employees.
Employee Stock Ownership Plans (ESOPs)
Vote FOR proposals to implement an ESOP or increase authorized shares for existing ESOPs, unless the number of shares allocated to the ESOP is excessive (more than five percent of outstanding shares).
Employee Stock Purchase Plans-- Qualified Plans
Vote CASE-BY-CASE on qualified employee stock purchase plans. Vote FOR employee stock purchase plans where all of the following apply:
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Purchase price is at least 85 percent of fair market value; |
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Offering period is 27 months or less; and |
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The number of shares allocated to the plan is ten percent or less of the outstanding shares. |
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Vote AGAINST qualified employee stock purchase plans where any of the following apply: |
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Purchase price is less than 85 percent of fair market value; or |
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Offering period is greater than 27 months; or |
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The number of shares allocated to the plan is more than ten percent of the outstanding shares. |
Employee Stock Purchase Plans-- Non-Qualified Plans
Vote CASE-by-CASE on nonqualified employee stock purchase plans. Vote FOR nonqualified employee stock purchase plans with all the following features:
A-76
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Broad-based participation (i.e., all employees of the company with the exclusion of individuals with 5 percent or more of beneficial ownership of the company); |
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Limits on employee contribution, which may be a fixed dollar amount or expressed as a percent of base salary; |
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Company matching contribution up to 25 percent of employees contribution, which is effectively a discount of 20 percent from market value; |
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No discount on the stock price on the date of purchase since there is a company matching contribution. |
Vote AGAINST nonqualified employee stock purchase plans when any of the plan features do not meet the above criteria. If the company matching contribution exceeds 25 percent of employees contribution, evaluate the cost of the plan against its allowable cap.
Incentive Bonus Plans and Tax Deductibility Proposals (OBRA-Related Compensation Proposals)
Vote FOR proposals that simply amend shareholder-approved compensation plans to include administrative features or place a cap on the annual grants any one participant may receive to comply with the provisions of Section 162(m) of the Internal Revenue Code.
Vote FOR proposals to add performance goals to existing compensation plans to comply with the provisions of Section 162(m) unless they are clearly inappropriate.
Votes to amend existing plans to increase shares reserved and to qualify for favorable tax treatment under the provisions of Section 162(m) are considered on a CASE-BY-CASE basis using a proprietary, quantitative model developed by RMG.
Generally vote FOR cash or cash and stock bonus plans that are submitted to shareholders for the purpose of exempting compensation from taxes under the provisions of Section 162(m) if no increase in shares is requested.
Vote AGAINST proposals if the compensation committee does not fully consist of independent outsiders, as defined in RMGs classification of director independence.
Option Exchange Programs / Repricing Options
Vote CASE-by-CASE on management proposals seeking approval to exchange/reprice options taking into consideration:
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Historic trading patterns--the stock price should not be so volatile that the options are likely to be back in-the-money over the near term; |
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Rationale for the re-pricing--was the stock price decline beyond managements control? |
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Is this a value-for-value exchange? |
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Are surrendered stock options added back to the plan reserve? |
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Option vesting--does the new option vest immediately or is there a black-out period? |
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Term of the option--the term should remain the same as that of the replaced option; |
A-77
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Exercise price--should be set at fair market or a premium to market; |
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Participants-executive officers and directors should be excluded. |
If the surrendered options are added back to the equity plans for re-issuance, then also take into consideration the companys total cost of equity plans and its three-year average burn rate.
In addition to the above considerations, evaluate the intent, rationale, and timing of the repricing proposal. The proposal should clearly articulate why the board is choosing to conduct an exchange program at this point in time. Repricing underwater options after a recent precipitous drop in the companys stock price demonstrates poor timing. Repricing after a recent decline in stock price triggers additional scrutiny and a potential AGAINST vote on the proposal. At a minimum, the decline should not have happened within the past year. Also, consider the terms of the surrendered options, such as the grant date, exercise price and vesting schedule. Grant dates of surrendered options should be far enough back (two to three years) so as not to suggest that repricings are being done to take advantage of short-term downward price movements. Similarly, the exercise price of surrendered options should be above the 52-week high for the stock price.
Vote FOR shareholder proposals to put option repricings to a shareholder vote.
Stock Plans in Lieu of Cash
Vote CASE-by-CASE on plans that provide participants with the option of taking all or a portion of their cash compensation in the form of stock.
Vote FOR non-employee director-only equity plans that provide a dollar-for-dollar cash-for-stock exchange.
Vote CASE-by-CASE on plans which do not provide a dollar-for-dollar cash for stock exchange. In cases where the exchange is not dollar-for-dollar, the request for new or additional shares for such equity program will be considered using the binomial option pricing model. In an effort to capture the total cost of total compensation, RMG will not make any adjustments to carve out the in-lieu-of cash compensation.
Transfer Stock Option (TSO) Programs
One-time Transfers: Vote AGAINST or WITHHOLD from compensation committee members if they fail to submit one-time transfers to shareholders for approval.
Vote CASE-BY-CASE on one-time transfers. Vote FOR if:
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Executive officers and non-employee directors are excluded from participating; |
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Stock options are purchased by third-party financial institutions at a discount to their fair value using option pricing models such as Black-Scholes or a Binomial Option Valuation or other appropriate financial models; |
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There is a two-year minimum holding period for sale proceeds (cash or stock) for all participants. |
Additionally, management should provide a clear explanation of why options are being transferred to a third-party institution and whether the events leading up to a decline in stock price were beyond managements control. A review of the companys historic stock price volatility should indicate if the options are likely to be back in-the-money over the near term.
A-78
Ongoing TSO program: Vote AGAINST equity plan proposals if the details of ongoing TSO programs are not provided to shareholders. Since TSOs will be one of the award types under a stock plan, the ongoing TSO program, structure and mechanics must be disclosed to shareholders. The specific criteria to be considered in evaluating these proposals include, but not limited, to the following:
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Eligibility; |
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Vesting; |
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Bid-price; |
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Term of options; |
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Cost of the program and impact of the TSOs on companys total option expense |
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Option repricing policy. |
Amendments to existing plans that allow for introduction of transferability of stock options should make clear that only options granted post-amendment shall be transferable.
Director Compensation
Equity Plans for Non-Employee Directors
Vote CASE-BY-CASE on compensation plans for non-employee directors, based on the cost of the plans against the companys allowable cap.
On occasion, director stock plans that set aside a relatively small number of shares when combined with employee or executive stock compensation plans will exceed the allowable cap. Vote for the plan if ALL of the following qualitative factors in the boards compensation are met and disclosed in the proxy statement:
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Director stock ownership guidelines with a minimum of three times the annual cash retainer. |
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Vesting schedule or mandatory holding/deferral period: |
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A minimum vesting of three years for stock options or restricted stock; or |
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Deferred stock payable at the end of a three-year deferral period. |
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Mix between cash and equity: |
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A balanced mix of cash and equity, for example 40% cash/60% equity or 50% cash/50% equity; or |
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If the mix is heavier on the equity component, the vesting schedule or deferral period should be more stringent, with the lesser of five years or the term of directorship. |
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No retirement/benefits and perquisites provided to non-employee directors; and |
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Detailed disclosure provided on cash and equity compensation delivered to each non-employee director for the most recent fiscal year in a table. The column headers for the table may include the following: name of each non-employee director, annual retainer, board meeting fees, committee retainer, committee-meeting fees, and equity grants. |
A-79
Director Retirement Plans
Vote AGAINST retirement plans for non-employee directors.
Vote FOR shareholder proposals to eliminate retirement plans for non-employee directors.
Shareholder Proposals on Compensation
Advisory Vote on Executive Compensation (Say-on-Pay)
Generally, vote FOR shareholder proposals that call for non-binding shareholder ratification of the compensation of the Named Executive Officers and the accompanying narrative disclosure of material factors provided to understand the Summary Compensation Table.
Adopt Anti-Hedging/Pledging/Speculative Investments Policy
Generally vote FOR proposals seeking a policy that prohibits named executive officers from engaging in derivative or speculative transactions involving company stock, including hedging, holding stock in a margin account, or pledging stock as collateral for a loan. However, the companys existing policies regarding responsible use of company stock will be considered.
Bonus Banking/Bonus Banking Plus
Vote CASE-BY-CASE on proposals seeking deferral of a portion of annual bonus pay, with ultimate payout linked to sustained results for the performance metrics on which the bonus was earned (whether for the named executive officers or a wider group of employees), taking into account the following factors:
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The companys past practices regarding equity and cash compensation; |
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Whether the company has a holding period or stock ownership requirements in place, such as a meaningful retention ratio (at least 50 percent for full tenure); and |
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Whether the company has a rigorous claw-back policy in place. |
Compensation Consultants- Disclosure of Board or Companys Utilization
Generally vote FOR shareholder proposals seeking disclosure regarding the Company, Board, or Compensation Committees use of compensation consultants, such as company name, business relationship(s) and fees paid.
Disclosure/Setting Levels or Types of Compensation for Executives and Directors
Generally, vote FOR shareholder proposals seeking additional disclosure of executive and director pay information, provided the information requested is relevant to shareholders needs, would not put the company at a competitive disadvantage relative to its industry, and is not unduly burdensome to the company.
Vote AGAINST shareholder proposals seeking to set absolute levels on compensation or otherwise dictate the amount or form of compensation.
Vote AGAINST shareholder proposals requiring director fees be paid in stock only.
A-80
Vote CASE-BY-CASE on all other shareholder proposals regarding executive and director pay, taking into account company performance, pay level versus peers, pay level versus industry, and long-term corporate outlook.
Golden Coffins/Executive Death Benefits
Generally vote FOR proposals calling companies to adopt a policy of obtaining shareholder approval for any future agreements and corporate policies that could oblige the company to make payments or awards following the death of a senior executive in the form of unearned salary or bonuses, accelerated vesting or the continuation in force of unvested equity grants, perquisites and other payments or awards made in lieu of compensation. This would not apply to any benefit programs or equity plan proposals that the broad-based employee population is eligible.
Hold Equity Past Retirement or for a Significant Period of Time
Vote CASE-BY-CASE on shareholder proposals asking companies to adopt policies requiring senior executive officers to retain all or a significant portion of the shares acquired through compensation plans, either:
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while employed and/or for two years following the termination of their employment; or |
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for a substantial period following the lapse of all other vesting requirements for the award (lock-up period), with ratable release of a portion of the shares annually during the lock-up period. |
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The following factors will be taken into account: |
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Whether the company has any holding period, retention ratio, or officer ownership requirements in place. These should consist of: |
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Rigorous stock ownership guidelines; |
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A holding period requirement coupled with a significant long-term ownership requirement; or |
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A meaningful retention ratio; |
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Actual officer stock ownership and the degree to which it meets or exceeds the proponents suggested holding period/retention ratio or the companys own stock ownership or retention requirements; |
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Post-termination holding requirement policies or any policies aimed at mitigating risk taking by senior executives; |
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Problematic pay practices, current and past, which may promote a short-term versus a long-term focus. |
A rigorous stock ownership guideline should be at least 10x base salary for the CEO, with the multiple declining for other executives. A meaningful retention ratio should constitute at least 50 percent of the stock received from equity awards (on a net proceeds basis) held on a long-term basis, such as the executives tenure with the company or even a few years past the executives termination with the company.
A-81
Non-Deductible Compensation
Generally vote FOR proposals seeking disclosure of the extent to which the company paid non-deductible compensation to senior executives due to Internal Revenue Code Section 162(m), while considering the companys existing disclosure practices.
Pay for Superior Performance
Generally vote FOR shareholder proposals based on a case-by-case analysis that requests the board establish a pay-for-superior performance standard in the companys executive compensation plan for senior executives. The proposal has the following principles:
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Sets compensation targets for the Plans annual and long-term incentive pay components at or below the peer group median; |
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Delivers a majority of the Plans target long-term compensation through performance-vested, not simply time-vested, equity awards; |
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Provides the strategic rationale and relative weightings of the financial and non-financial performance metrics or criteria used in the annual and performance-vested long-term incentive components of the plan; |
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Establishes performance targets for each plan financial metric relative to the performance of the companys peer companies; |
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Limits payment under the annual and performance-vested long-term incentive components of the plan to when the companys performance on its selected financial performance metrics exceeds peer group median performance. |
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Consider the following factors in evaluating this proposal: |
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What aspects of the companys annual and long-term equity incentive programs are performance driven? |
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If the annual and long-term equity incentive programs are performance driven, are the performance criteria and hurdle rates disclosed to shareholders or are they benchmarked against a disclosed peer group? |
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Can shareholders assess the correlation between pay and performance based on the current disclosure? |
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What type of industry and stage of business cycle does the company belong to? |
Performance-Based Awards
Vote CASE-BY-CASE on shareholder proposal requesting that a significant amount of future long-term incentive compensation awarded to senior executives shall be performance-based and requesting that the board adopt and disclose challenging performance metrics to shareholders, based on the following analytical steps:
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First, vote FOR shareholder proposals advocating the use of performance-based equity awards, such as performance contingent options or restricted stock, indexed options or premium-priced options, unless the proposal is overly restrictive or if the company has demonstrated that it is using a substantial portion of performance-based awards for its top executives. Standard stock options and performance-accelerated awards do not meet the criteria to be considered as performance-based awards. Further, premium-priced options |
A-82
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should have a premium of at least 25 percent and higher to be considered performance-based awards. |
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Second, assess the rigor of the companys performance-based equity program. If the bar set for the performance-based program is too low based on the companys historical or peer group comparison, generally vote FOR the proposal. Furthermore, if target performance results in an above target payout, vote FOR the shareholder proposal due to programs poor design. If the company does not disclose the performance metric of the performance-based equity program, vote FOR the shareholder proposal regardless of the outcome of the first step to the test. |
In general, vote FOR the shareholder proposal if the company does not meet both of the above two steps.
Pension Plan Income Accounting
Generally vote FOR shareholder proposals to exclude pension plan income in the calculation of earnings used in determining executive bonuses/compensation.
Pre-Arranged Trading Plans (10b5-1 Plans)
Generally vote FOR shareholder proposals calling for certain principles regarding the use of prearranged trading plans (10b5-1 plans) for executives. These principles include:
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Adoption, amendment, or termination of a 10b5-1 Plan must be disclosed within two business days in a Form 8-K; |
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Amendment or early termination of a 10b5-1 Plan is allowed only under extraordinary circumstances, as determined by the board; |
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Ninety days must elapse between adoption or amendment of a 10b5-1 Plan and initial trading under the plan; |
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Reports on Form 4 must identify transactions made pursuant to a 10b5-1 Plan; |
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An executive may not trade in company stock outside the 10b5-1 Plan. |
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Trades under a 10b5-1 Plan must be handled by a broker who does not handle other securities transactions for the executive. |
Prohibit CEOs from serving on Compensation Committees
Generally vote AGAINST proposals seeking a policy to prohibit any outside CEO from serving on a companys compensation committee, unless the company has demonstrated problematic pay practices that raise concerns about the performance and composition of the committee.
Recoup Bonuses
Vote on a CASE-BY-CASE on proposals to recoup unearned incentive bonuses or other incentive payments made to senior executives if it is later determined that the figures upon which incentive compensation is earned later turn out to have been in error. This is line with the clawback provision in the Trouble Asset Relief Program. Many companies have adopted policies that permit recoupment in cases where fraud, misconduct, or negligence significantly contributed to a restatement of financial results that led to the awarding of unearned incentive compensation. RMG will take into consideration:
A-83
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If the company has adopted a formal recoupment bonus policy; |
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If the company has chronic restatement history or material financial problems; or |
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If the companys policy substantially addresses the concerns raised by the proponent. |
Severance Agreements for Executives/Golden Parachutes
Vote FOR shareholder proposals requiring that golden parachutes or executive severance agreements be submitted for shareholder ratification, unless the proposal requires shareholder approval prior to entering into employment contracts.
Vote on a CASE-BY-CASE basis on proposals to ratify or cancel golden parachutes. An acceptable parachute should include, but is not limited to, the following:
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The triggering mechanism should be beyond the control of management; |
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The amount should not exceed three times base amount (defined as the average annual taxable W-2 compensation during the five years prior to the year in which the change of control occurs; |
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Change-in-control payments should be double-triggered, i.e., (1) after a change in control has taken place, and (2) termination of the executive as a result of the change in control. Change in control is defined as a change in the company ownership structure. |
Share Buyback Holding Periods
Generally vote AGAINST shareholder proposals prohibiting executives from selling shares of company stock during periods in which the company has announced that it may or will be repurchasing shares of its stock. Vote FOR the proposal when there is a pattern of abuse by executives exercising options or selling shares during periods of share buybacks.
Stock Ownership or Holding Period Guidelines
Generally vote AGAINST shareholder proposals that mandate a minimum amount of stock that directors must own in order to qualify as a director or to remain on the board. While RMG favors stock ownership on the part of directors, the company should determine the appropriate ownership requirement.
Vote on a CASE-BY-CASE on shareholder proposals asking companies to adopt policies requiring Named Executive Officers to retain 75% of the shares acquired through compensation plans while employed and/or for two years following the termination of their employment, and to report to shareholders regarding this policy. The following factors will be taken into account:
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Whether the company has any holding period, retention ratio, or officer ownership requirements in place. These should consist of: |
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Rigorous stock ownership guidelines, or |
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A holding period requirement coupled with a significant long-term ownership requirement, or |
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A meaningful retention ratio, |
A-84
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Actual officer stock ownership and the degree to which it meets or exceeds the proponents suggested holding period/retention ratio or the companys own stock ownership or retention requirements. |
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Problematic pay practices, current and past, which may promote a short-term versus a long-term focus. |
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A rigorous stock ownership guideline should be at least 10x base salary for the CEO, with the multiple declining for other executives. A meaningful retention ratio should constitute at least 50 percent of the stock received from equity awards (on a net proceeds basis) held on a long-term basis, such as the executives tenure with the company or even a few years past the executives termination with the company. |
Supplemental Executive Retirement Plans (SERPs)
Generally vote FOR shareholder proposals requesting to put extraordinary benefits contained in SERP agreements to a shareholder vote unless the companys executive pension plans do not contain excessive benefits beyond what is offered under employee-wide plans.
Generally vote FOR shareholder proposals requesting to limit the executive benefits provided under the companys supplemental executive retirement plan (SERP) by limiting covered compensation to a senior executives annual salary and excluding of all incentive or bonus pay from the plans definition of covered compensation used to establish such benefits.
Termination of Employment Prior to Severance Payment and Eliminating Accelerated Vesting of Unvested Equity
Vote on a CASE-by-CASE on shareholder proposals seeking a policy requiring termination of employment prior to severance payment, and eliminating accelerated vesting of unvested equity. Change-in-control payouts without loss of job or substantial diminution of job duties (single-triggered) are consider a poor pay practice under RMG policy, and may even result in withheld votes from compensation committee members. The second component of this proposal -- related to the elimination of accelerated vesting - requires more careful consideration. The following factors will be taken into regarding this policy.
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The companys current treatment of equity in change-of-control situations ( i.e. is it double triggered, does it allow for the assumption of equity by acquiring company, the treatment of performance shares. |
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Current employment agreements, including potential poor pay practices such as gross-ups embedded in those agreements. |
Generally vote FOR proposals seeking a policy that prohibits acceleration of the vesting of equity awards to senior executives in the event of a change in control (except for pro rata vesting considering the time elapsed and attainment of any related performance goals between the award date and the change in control).
Tax Gross-Up Proposals
Generally vote FOR proposals calling for companies to adopt a policy of not providing tax gross-up payments to executives, except in situations where gross-ups are provided pursuant to a plan, policy, or arrangement applicable to management employees of the company, such as a relocation or expatriate tax equalization policy.
A-85
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Social/Environmental Issues |
Overall Approach
When evaluating social and environmental shareholder proposals, RMG considers the following factors:
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Whether adoption of the proposal is likely to enhance or protect shareholder value; |
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Whether the information requested concerns business issues that relate to a meaningful percentage of the companys business as measured by sales, assets, and earnings; |
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The degree to which the companys 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; |
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Whether the issues presented are more appropriately/effectively dealt with through governmental or company-specific action; |
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Whether the company has already responded in some appropriate manner to the request embodied in the proposal; |
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Whether the companys analysis and voting recommendation to shareholders are persuasive; |
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What other companies have done in response to the issue addressed in the proposal; |
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Whether the proposal itself is well framed and the cost of preparing the report is reasonable; |
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Whether implementation of the proposals request would achieve the proposals objectives; |
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Whether the subject of the proposal is best left to the discretion of the board; |
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Whether the requested information is available to shareholders either from the company or from a publicly available source; and |
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Whether providing this information would reveal proprietary or confidential information that would place the company at a competitive disadvantage. |
Animal Welfare
Animal Testing
Generally vote AGAINST proposals to phase out the use of animals in product testing unless:
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The company is conducting animal testing programs that are unnecessary or not required by regulation; |
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The company is conducting animal testing when suitable alternatives are commonly accepted and used at industry peers; or |
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There are recent, significant fines or litigation related to the companys treatment of animals. |
A-86
Animal Welfare Policies
Generally vote FOR proposals seeking a report on the companys animal welfare standards unless:
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The company has already published a set of animal welfare standards and monitors compliance; |
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The companys standards are comparable to industry peers; and |
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There are no recent, significant fines or litigation related to the companys treatment of animals. |
Controlled Atmosphere Killing (CAK)
Generally vote AGAINST proposals requesting the implementation of CAK methods at company and/or supplier operations unless such methods are required by legislation or generally accepted as the industry standard.
Vote CASE-BY-CASE on proposals requesting a report on the feasibility of implementing CAK methods at company and/or supplier operations considering the availability of existing research conducted by the company or industry groups on this topic and any fines or litigation related to current animal processing procedures at the company.
Consumer Issues
Genetically Modified Ingredients
Generally vote AGAINST proposals asking suppliers, genetic research companies, restaurants and food retail companies to voluntarily label genetically engineered (GE) ingredients in their products and/or eliminate GE ingredients. The cost of labeling and/or phasing out the use of GE ingredients may not be commensurate with the benefits to shareholders and is an issue better left to regulators.
Vote CASE-BY-CASE on proposals asking for a report on the feasibility of labeling products containing GE ingredients taking into account:
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The companys business and the proportion of it affected by the resolution; |
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The quality of the companys disclosure on GE product labeling, related voluntary initiatives, and how this disclosure compares with industry peer disclosure; and |
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Companys current disclosure on the feasibility of GE product labeling, including information on the related costs. |
Generally vote AGAINST proposals seeking a report on the social, health, and environmental effects of genetically modified organisms (GMOs). Studies of this sort are better undertaken by regulators and the scientific community.
Generally vote AGAINST proposals to completely phase out GE ingredients from the companys products or proposals asking for reports outlining the steps necessary to eliminate GE ingredients from the companys products. Such resolutions presuppose that there are proven health risks to GE ingredients (an issue better left to regulators) that may outweigh the economic benefits derived from biotechnology.
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Consumer Lending
Vote CASE-BY CASE on requests for reports on the companys lending guidelines and procedures taking into account:
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Whether the company has adequately disclosed mechanisms in place to prevent abusive lending practices; |
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Whether the company has adequately disclosed the financial risks of the lending products in question; |
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Whether the company has been subject to violations of lending laws or serious lending controversies; |
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Peer companies policies to prevent abusive lending practices. |
Pharmaceutical Pricing, Access to Medicines, and Product Reimportation
Generally vote AGAINST proposals requesting that companies implement specific price restraints on pharmaceutical products unless the company fails to adhere to legislative guidelines or industry norms in its product pricing.
Vote CASE-BY-CASE on proposals requesting that the company evaluate report on their product pricing policies or their access to medicine policies, considering:
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The nature of the companys business and the potential for reputational and market risk exposure; |
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The existing disclosure of relevant policies; |
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Deviation from established industry norms; |
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The companys existing, relevant initiatives to provide research and/or products to disadvantaged consumers; |
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Whether the proposal focuses on specific products or geographic regions; and |
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The potential cost and scope of the requested report. |
Generally vote FOR proposals requesting that companies report on the financial and legal impact of their prescription drug reimportation policies unless such information is already publicly disclosed.
Generally vote AGAINST proposals requesting that companies adopt specific policies to encourage or constrain prescription drug reimportation. Such matters are more appropriately the province of legislative activity and may place the company at a competitive disadvantage relative to its peers.
Product Safety and Toxic/Hazardous Materials
Generally vote FOR proposals requesting the company to report on its policies, initiatives/procedures, and oversight mechanisms related to toxic/hazardous materials or product safety in its supply chain, unless:
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The company already discloses similar information through existing reports such as a Supplier Code of Conduct and/or a sustainability report; |
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The company has formally committed to the implementation of a toxic/hazardous materials and/or product safety and supply chain reporting and monitoring program based on industry norms or similar standards within a specified time frame; and |
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The company has not been recently involved in relevant significant controversies, significant fines, or litigation. |
Vote CASE-BY-CASE on resolutions requesting that companies develop a feasibility assessment to phase-out of certain toxic/hazardous materials, or evaluate and disclose the potential financial and legal risks associated with utilizing certain materials, considering:
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The companys current level of disclosure regarding its product safety policies, initiatives and oversight mechanisms. |
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Current regulations in the markets in which the company operates; and |
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Recent significant controversies, litigation, or fines stemming from toxic/hazardous materials at the company. |
Generally vote AGAINST resolutions requiring that a company reformulate its products.
Tobacco
Vote CASE-BY-CASE on resolutions regarding the advertisement of tobacco products, considering:
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Recent related fines, controversies, or significant litigation; |
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Whether the company complies with relevant laws and regulations on the marketing of tobacco; |
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Whether the companys advertising restrictions deviate from those of industry peers; |
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Whether the company entered into the Master Settlement Agreement, which restricts marketing of tobacco to youth; |
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Whether restrictions on marketing to youth extend to foreign countries. |
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Vote CASE-BY-CASE on proposals regarding second-hand smoke, considering; |
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Whether the company complies with all laws and regulations; |
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The degree that voluntary restrictions beyond those mandated by law might hurt the companys competitiveness; |
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The risk of any health-related liabilities. |
Generally vote AGAINST resolutions to cease production of tobacco-related products, to avoid selling products to tobacco companies, to spin-off tobacco-related businesses, or prohibit investment in tobacco equities. Such business decisions are better left to company management or portfolio managers.
Generally vote AGAINST proposals regarding tobacco product warnings. Such decisions are better left to public health authorities.
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Diversity
Board Diversity
Generally vote FOR requests for reports on the companys efforts to diversify the board, unless:
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The gender and racial minority representation of the companys board is reasonably inclusive in relation to companies of similar size and business; and |
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The board already reports on its nominating procedures and gender and racial minority initiatives on the board and within the company. |
Vote CASE-BY-CASE on proposals asking the company to increase the gender and racial minority representation on its board, taking into account:
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The degree of existing gender and racial minority diversity on the companys board and among its executive officers; |
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The level of gender and racial minority representation that exists at the companys industry peers; |
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The companys established process for addressing gender and racial minority board representation; |
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Whether the proposal includes an overly prescriptive request to amend nominating committee charter language; |
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The independence of the companys nominating committee; |
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The company uses an outside search firm to identify potential director nominees; and |
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Whether the company has had recent controversies, fines, or litigation regarding equal employment practices. |
Equality of Opportunity
Generally vote FOR proposals requesting a company disclose its diversity policies or initiatives, or proposals requesting disclosure of a companys comprehensive workforce diversity data, including requests for EEO-1 data, unless:
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The company publicly discloses its comprehensive equal opportunity policies and initiatives; |
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The company already publicly discloses comprehensive workforce diversity data; and |
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The company has no recent significant EEO-related violations or litigation. |
Generally vote AGAINST proposals seeking information on the diversity efforts of suppliers and service providers. Such requests may pose a significant cost and administration burden on the company.
Gender Identity, Sexual Orientation, and Domestic Partner Benefits
Generally vote FOR proposals seeking to amend a companys EEO statement or diversity policies to prohibit discrimination based on sexual orientation and/or gender identity, unless the change would result in excessive costs for the company.
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Generally vote AGAINST proposals to extend company benefits to, or eliminate benefits from domestic partners. Decisions regarding benefits should be left to the discretion of the company.
Climate Change and the Environment
Climate Change
Generally vote FOR resolutions requesting that a company disclose information on the impact of climate change on the companys operations and investments considering:
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The company already provides current, publicly-available information on the impacts that climate change may have on the company as well as associated company policies and procedures to address related risks and/or opportunities; |
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The companys level of disclosure is at least comparable to that of industry peers; and |
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There are no significant, controversies, fines, penalties, or litigation associated with the companys environmental performance. |
Concentrated Animal Feeding Operations (CAFOs)
Generally vote FOR resolutions requesting companies report to shareholders on the risks and liabilities associated with CAFOs unless:
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The company has publicly disclosed its environmental management policies for its corporate and contract farming operations, including compliance monitoring; and |
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The company publicly discloses company and supplier farm environmental performance data; or |
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The company does not have company-owned CAFOs and does not directly source from contract farm CAFOs. |
Energy Efficiency
Generally vote FOR on proposals requesting a company report on its comprehensive energy efficiency policies, unless:
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The company complies with applicable energy efficiency regulations and laws, and discloses its participation in energy efficiency policies and programs, including disclosure of benchmark data, targets, and performance measures; or |
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The proponent requests adoption of specific energy efficiency goals within specific timelines. |
Facility and Operational Safety/Security
Vote CASE-BY-CASE on resolutions requesting that companies report on safety and/or security risks associated with their operations and/or facilities, considering:
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The companys compliance with applicable regulations and guidelines; |
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The companys current level of disclosure regarding its security and safety policies, procedures, and compliance monitoring; and, |
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The existence of recent, significant violations, fines, or controversy regarding the safety and security of the companys operations and/or facilities. |
Greenhouse Gas (GHG) Emissions
Generally vote FOR proposals requesting a report on greenhouse gas (GHG) emissions from company operations and/or products and operations, unless:
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The company already provides current, publicly-available information on the impacts that GHG emissions may have on the company as well as associated company policies and procedures to address related risks and/or opportunities; |
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The companys level of disclosure is comparable to that of industry peers; and |
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There are no significant, controversies, fines, penalties, or litigation associated with the companys GHG emissions. |
Vote CASE-BY-CASE on proposals that call for the adoption of GHG reduction goals from products and operations, taking into account:
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Overly prescriptive requests for the reduction in GHG emissions by specific amounts or within a specific time frame; |
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Whether company disclosure lags behind industry peers; |
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Whether the company has been the subject of recent, significant violations, fines, litigation, or controversy related to GHG emissions; |
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The feasibility of reduction of GHGs given the companys product line and current technology and; |
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Whether the company already provides meaningful disclosure on GHG emissions from its products and operations. |
Operations in Protected Areas
Generally vote FOR requests for reports on potential environmental damage as a result of company operations in protected regions unless:
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Operations in the specified regions are not permitted by current laws or regulations; |
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The company does not currently have operations or plans to develop operations in these protected regions; or, |
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The companys disclosure of its operations and environmental policies in these regions is comparable to industry peers. |
Recycling
Vote CASE-BY-CASE on proposals to adopt a comprehensive recycling strategy, taking into account:
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The nature of the companys business; |
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The extent that peer companies are recycling; |
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The timetable prescribed by the proposal and the costs and methods of implementation; |
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Whether the company has a poor environmental track record, such as violations of applicable regulations. |
Renewable Energy
Generally vote FOR requests for reports on the feasibility of developing renewable energy resources unless the report is duplicative of existing disclosure or irrelevant to the companys line of business.
Generally vote AGAINST proposals requesting that the company invest in renewable energy resources. Such decisions are best left to managements evaluation of the feasibility and financial impact that such programs may have on the company.
General Corporate Issues
Charitable Contributions
Vote AGAINST proposals restricting the company from making charitable contributions. Charitable contributions are generally useful for assisting worthwhile causes and for creating goodwill in the community. In the absence of bad faith, self-dealing, or gross negligence, management should determine which, and if, contributions are in the best interests of the company.
Environmental, Social, and Governance (ESG) Compensation-Related Proposals
Generally vote AGAINST proposals to link, or report on linking, executive compensation to environmental and social criteria (such as corporate downsizings, customer or employee satisfaction, community involvement, human rights, environmental performance, or predatory lending) as the practice of linking executive compensation and such criteria is currently the exception rather than the norm and there appears to be a lack of widely-accepted standards regarding the implementation of effective linkages between executive compensation and corporate non-financial performance. However, the following factors will be considered:
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Whether the company has significant and persistent controversies or violations regarding social and/or environmental issues; |
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Whether the company has management systems and oversight mechanisms in place regarding its social and environmental performance; |
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The degree to which industry peers have incorporated similar non-financial performance criteria in their executive compensation practices; and |
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The companys current level of disclosure regarding its environmental and social performance. |
Generally vote AGAINST proposals calling for an analysis of the pay disparity between corporate executives and other non-executive employees. The value of the information sought by such proposals is unclear.
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Health Pandemics
Vote CASE-BY-CASE on requests for reports outlining the impact of health pandemics (such as HIV/AIDS, Malaria, Tuberculosis, and Avian Flu) on the companys operations and how the company is responding to the situation, taking into account:
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The scope of the companys operations in the affected/relevant area(s); |
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The companys existing healthcare policies, including benefits and healthcare access; and |
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Company donations to relevant healthcare providers. |
Vote AGAINST proposals asking companies to establish, implement, and report on a standard of response to health pandemics (such as HIV/AIDS, Malaria, Tuberculosis, and Avian Flu), unless the company has significant operations in the affected markets and has failed to adopt policies and/or procedures to address these issues comparable to those of industry peers.
Lobbying Expenditures/Initiatives
Vote CASE-BY-CASE on proposals requesting information on a companys lobbying initiatives, considering:
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Significant controversies, fines, or litigation surrounding a companys public policy activities, |
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The companys current level of disclosure on lobbying strategy, and |
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The impact that the policy issue may have on the companys business operations. |
Political Contributions and Trade Associations Spending
Generally vote AGAINST proposals asking the company to affirm political nonpartisanship in the workplace so long as:
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There are no recent, significant controversies, fines or litigation regarding the companys political contributions or trade association spending; and |
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The company has procedures in place to ensure that employee contributions to company-sponsored political action committees (PACs) are strictly voluntary and prohibits coercion. |
Vote AGAINST proposals to publish in newspapers and public media the companys political contributions. Such publications could present significant cost to the company without providing commensurate value to shareholders.
Vote CASE-BY-CASE on proposals to improve the disclosure of a companys political contributions and trade association spending considering:
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Recent significant controversy or litigation related to the companys political contributions or governmental affairs; and |
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The public availability of a company policy on political contributions and trade association spending including information on the types of organizations supported, the business rationale for supporting these organizations, and the oversight and compliance procedures related to such expenditures of corporate assets. |
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Vote AGAINST proposals barring the company from making political contributions. Businesses are affected by legislation at the federal, state, and local level and 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.
International Issues, Labor Issues, and Human Rights
Community Social and Environmental Impact Assessments
Vote CASE-BY-CASE on requests for reports outlining policies and/or the potential (community) social and/or environmental impact of company operations considering:
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Current disclosure of applicable policies and risk assessment report(s) and risk management procedures; |
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The impact of regulatory non-compliance, litigation, remediation, or reputational loss that may be associated with failure to manage the companys operations in question, including the management of relevant community and stakeholder relations; |
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The nature, purpose, and scope of the companys operations in the specific region(s); |
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The degree to which company policies and procedures are consistent with industry norms; and |
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Scope of the resolution. |
Foreign Military Sales/Offsets
Vote AGAINST reports on foreign military sales or offsets. Such disclosures may involve sensitive and confidential information. Moreover, companies must comply with government controls and reporting on foreign military sales.
Internet Privacy and Censorship
Vote CASE-BY-CASE on resolutions requesting the disclosure and implementation of Internet privacy and censorship policies and procedures considering:
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The level of disclosure of company policies and procedures relating to privacy, freedom of speech, Internet censorship, and government monitoring of the Internet; |
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Engagement in dialogue with governments and/or relevant groups with respect to the Internet and the free flow of information; |
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The scope of business involvement and of investment in markets that maintain government censorship or monitoring of the Internet; |
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The market-specific laws or regulations applicable to Internet censorship or monitoring that may be imposed on the company; and, |
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The level of controversy or litigation related to the companys international human rights policies and procedures. |
Labor and Human Rights Standards
Generally vote FOR proposals requesting a report on company or company supplier labor and/or human rights standards and policies unless such information is already publicly disclosed.
Vote CASE-BY-CASE on proposals to implement company or company supplier labor and/or human rights standards and policies, considering:
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The degree to which existing relevant policies and practices are disclosed; |
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Whether or not existing relevant policies are consistent with internationally recognized standards; |
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Whether company facilities and those of its suppliers are monitored and how; |
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Company participation in fair labor organizations or other internationally recognized human rights initiatives; |
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Scope and nature of business conducted in markets known to have higher risk of workplace labor/human rights abuse; |
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Recent, significant company controversies, fines, or litigation regarding human rights at the company or its suppliers; |
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The scope of the request; and |
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Deviation from industry sector peer company standards and practices. |
MacBride Principles
Generally vote AGAINST proposals to endorse or increase activity on the MacBride Principles, unless:
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The company has formally been found to be out of compliance with relevant Northern Ireland fair employment laws and regulations; |
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Failure to implement the MacBride Principles would put the company in an inconsistent position and/or at a competitive disadvantage compared with industry peers; |
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Failure to implement the MacBride Principles would subject the company to excessively negative financial impacts due to laws that some municipalities have passed regarding their contracting operations and companies that have not implemented the MacBride Principles; or |
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The company has had recent, significant controversies, fines or litigation regarding religious-based employment discrimination in Northern Ireland. |
Nuclear and Depleted Uranium Weapons
Generally vote AGAINST proposals asking a company to cease production or report on the risks associated with the use of depleted uranium munitions or nuclear weapons components and delivery systems, including disengaging from current and proposed contracts. Such contracts are monitored by
A-96
government agencies, serve multiple military and non-military uses, and withdrawal from these contracts could have a negative impact on the companys business.
Operations in High Risk Markets
Vote CASE-BY-CASE on requests for a report on a companys potential financial and reputational risks associated with operations in high-risk markets, such as a terrorism-sponsoring state or politically/socially unstable region, taking into account:
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The nature, purpose, and scope of the operations and business involved that could be affected by social or political disruption; |
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Current disclosure of applicable risk assessment(s) and risk management procedures; |
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Compliance with U.S. sanctions and laws; |
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Consideration of other international policies, standards, and laws; and |
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Whether the company has been recently involved in recent, significant controversies, fines or litigation related to its operations in high-risk markets. |
Outsourcing/Offshoring
Vote CASE-BY-CASE on proposals calling for companies to report on the risks associated with outsourcing/plant closures, considering:
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Controversies surrounding operations in the relevant market(s); |
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The value of the requested report to shareholders; |
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The companys current level of disclosure of relevant information on outsourcing and plant closure procedures; and |
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The companys existing human rights standards relative to industry peers. |
Sustainability
Sustainability Reporting
Generally vote FOR proposals requesting the company to report on its policies, initiatives, and oversight mechanisms related to social, economic, and environmental sustainability, unless:
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The company already discloses similar information through existing reports or policies such as an Environment, Health, and Safety (EHS) report; a comprehensive Code of Corporate Conduct; and/or a Diversity Report; or |
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The company has formally committed to the implementation of a reporting program based on Global Reporting Initiative (GRI) guidelines or a similar standard within a specified time frame |
A-97
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7. |
Mutual Fund Proxies |
Election of Directors
Vote CASE-BY-CASE on the election of directors and trustees, following the same guidelines for uncontested directors for public company shareholder meetings. However, mutual fund boards do not usually have compensation committees, so do not withhold for the lack of this committee.
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Approving New Classes or Series of Shares
Vote FOR the establishment of new classes or series of shares.
Preferred Stock Proposals
Vote CASE-BY-CASE on the authorization for or increase in preferred shares, considering the following factors:
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Stated specific financing purpose; |
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Possible dilution for common shares; |
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Whether the shares can be used for antitakeover purposes. |
1940 Act Policies
Vote CASE-BY-CASE on policies under the Investment Advisor Act of 1940, considering the following factors:
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Potential competitiveness; |
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Regulatory developments; |
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Current and potential returns; and |
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Current and potential risk. |
Generally vote FOR these amendments as long as the proposed changes do not fundamentally alter the investment focus of the fund and do comply with the current SEC interpretation.
Changing a Fundamental Restriction to a Nonfundamental Restriction
Vote CASE-BY-CASE on proposals to change a fundamental restriction to a non-fundamental restriction, considering the following factors:
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The funds target investments; |
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The reasons given by the fund for the change; and |
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The projected impact of the change on the portfolio. |
Change Fundamental Investment Objective to Nonfundamental
Vote AGAINST proposals to change a funds fundamental investment objective to non-fundamental.
Name Change Proposals
Vote CASE-BY-CASE on name change proposals, considering the following factors:
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Political/economic changes in the target market; |
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Consolidation in the target market; and |
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Current asset composition. |
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Change in Funds Subclassification |
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Vote CASE-BY-CASE on changes in a funds sub-classification, considering the following factors: |
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Potential competitiveness; |
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Current and potential returns; |
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Risk of concentration; |
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Consolidation in target industry. |
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Disposition of Assets/Termination/Liquidation |
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Vote CASE-BY-CASE on proposals to dispose of assets, to terminate or liquidate, considering the following factors: |
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Strategies employed to salvage the company; |
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The funds past performance; |
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The terms of the liquidation. |
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Changes to the Charter Document |
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Vote CASE-BY-CASE on changes to the charter document, considering the following factors: |
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The degree of change implied by the proposal; |
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The efficiencies that could result; |
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The state of incorporation; |
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Regulatory standards and implications. |
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Vote AGAINST any of the following changes: |
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Removal of shareholder approval requirement to reorganize or terminate the trust or any of its series; |
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Removal of shareholder approval requirement for amendments to the new declaration of trust; |
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Removal of shareholder approval requirement to amend the funds management contract, allowing the contract to be modified by the investment manager and the trust management, as permitted by the 1940 Act; |
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Allow the trustees to impose other fees in addition to sales charges on investment in a fund, such as deferred sales charges and redemption fees that may be imposed upon redemption of a funds shares; |
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Removal of shareholder approval requirement to engage in and terminate subadvisory arrangements; |
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Removal of shareholder approval requirement to change the domicile of the fund. |
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Changing the Domicile of a Fund |
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Vote CASE-BY-CASE on re-incorporations, considering the following factors: |
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Regulations of both states; |
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Required fundamental policies of both states; |
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The increased flexibility available. |
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Authorizing the Board to Hire and Terminate Subadvisors Without Shareholder Approval |
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Vote AGAINST proposals authorizing the board to hire/terminate subadvisors without shareholder approval. |
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Distribution Agreements |
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Vote CASE-BY-CASE on distribution agreement proposals, considering the following factors: |
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Fees charged to comparably sized funds with similar objectives; |
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The proposed distributors reputation and past performance; |
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The competitiveness of the fund in the industry; |
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The terms of the agreement. |
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Master-Feeder Structure |
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Vote FOR the establishment of a master-feeder structure. |
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Mergers |
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Vote CASE-BY-CASE on merger proposals, considering the following factors: |
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Resulting fee structure; |
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Performance of both funds; |
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Continuity of management personnel; |
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Changes in corporate governance and their impact on shareholder rights. |
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A-101
Shareholder Proposals for Mutual Funds
Establish Director Ownership Requirement
Generally vote AGAINST shareholder proposals that mandate a specific minimum amount of stock that directors must own in order to qualify as a director or to remain on the board.
Reimburse Shareholder for Expenses Incurred
Vote CASE-BY-CASE on shareholder proposals to reimburse proxy solicitation expenses. When supporting the dissidents, vote FOR the reimbursement of the proxy solicitation expenses.
Terminate the Investment Advisor
Vote CASE-BY-CASE on proposals to terminate the investment advisor, considering the following factors:
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Performance of the funds Net Asset Value (NAV); |
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The funds history of shareholder relations; |
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The performance of other funds under the advisors management. |
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APPENDIX A-7
PRIMARY FUNDS, LLC
PROXY VOTING
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A. |
Proxy Voting Policy. |
The Firm instructs each custodian for a Client Account to deliver to the Firm all proxy solicitation materials that the custodian receives for that Client Account. The Firm reviews the securities held in its Client Accounts on a regular basis to confirm that the Firm receives copies of all proxy solicitation materials concerning such securities. The Firm marks each proxy solicitation with the date it is received by the Firm.
After carefully considering proxy solicitation materials and other available facts, the Firm votes all proxies on behalf of Client Accounts, except when it abstains from voting as described below. The CCO or the Lead Analyst make all voting decisions on behalf of a Client Account based solely on the CCOs or Lead Analysts determination of the best interests of that Client Account. The Firm uses reasonable efforts to respond to each proxy solicitation by the deadline for such response.
The CCO may designate an appropriate Employee to be responsible for insuring that all proxy statements are received and that the Firm responds to them in a timely manner.
1. Company Information . If the Firm is considering voting a proxy, it reviews all proxy solicitation materials it receives concerning securities held in a Client Account. The Firm evaluates all such information and may seek additional information from the party soliciting the proxy and independent corroboration of such information when the Firm considers it appropriate and when it is reasonably available.
2. Proxy Voting Policies .
a. The Firm votes FOR a proposal when it believes that the proposal serves the best interests of the Client Account whose proxy is solicited because, on balance, the following factors predominate:
(i) If adopted, the proposal would have a positive economic effect on shareholder value;
(ii) If adopted, the proposal would pose no threat to existing rights of shareholders;
(iii) The dilution, if any, of existing shares that would result from adoption of the proposal is warranted by the benefits of the proposal; and
(iv) If adopted, the proposal would not limit or impair the accountability of management and the board of directors to shareholders.
b. The Firm votes AGAINST a proposal if it believes that, on balance, the following factors predominate:
(i) If adopted, the proposal would have an adverse economic effect on shareholder value;
(ii) If adopted, the proposal would limit the rights of shareholders in a manner or to an extent that is not warranted by the benefits of adoption of the proposal;
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(iii) If adopted, the proposal would cause significant dilution of shares that is not warranted by the benefits of the proposal;
(iv) If adopted, the proposal would limit or impair accountability of management or the board of directors to shareholders; or
(v) The proposal is a shareholder initiative that the Firm believes wastes time and resources of the company or reflects the grievance of one individual.
c. The Firm abstains from voting proxies when it believes that it is appropriate. This may occur when the Firm believes that a proposal either (i) holds negative but nonquantifiable implications for shareholder value but may express a legitimate concern or (ii) will not have a material effect on the Firms investment strategy for Client Accounts.
3. Conflicts of Interest . Due to the size and nature of the Firms operations and the Firms limited affiliations in the securities industry, the Firm does not expect that material conflicts of interest will arise between the Firm and a Client Account over proxy voting. The Firm recognizes, however, that such conflicts may arise from time to time, such as, for example, when the Firm or one of its affiliates has a business arrangement that could be affected by the outcome of a proxy vote or has a personal or business relationship with a person seeking appointment or re-appointment as a director of a company. If a material conflict of interest arises, the Firm will vote all proxies in accordance with A.2. The Firm will not place its own interests ahead of the interests of its Client Accounts in voting proxies.
If the Firm determines that the proxy voting policies in A.2 do not adequately address a material conflict of interest related to a proxy, it will provide the affected Client Account with copies of all proxy solicitation materials that the Firm receives with respect to that proxy, notify that Client Account of the actual or potential conflict of interest and of the Firms intended response to the proxy request (which response will be in accordance with the policies set forth in A.2(b), and request that the Client Account consent to the Firms intended response. If the Client Account consents to the Firms intended response or fails to respond to the notice within a reasonable period of time specified in the notice, the Firm will vote the proxy as described in the notice. If the Client Account objects to the intended response, the Firm will vote the proxy as directed by the Client Account.
4. Shareholder Proposals by the Firm . The Firm may submit a shareholder proposal on behalf of an Investment Fund only if permitted by the Investment Funds governing documents or by agreement between the Firm and the Investment Fund and if the Firm believes that the proposal would provide a substantial overall benefit to the Investment Fund. The Firm will submit a shareholder proposal on behalf of any other Client Account only at the request of the Client Account or with that Client Accounts prior written consent. The Firm will vote any shares in a Client Account on behalf of a proposal submitted by the Firm in accordance with A.2, unless otherwise directed by the Client Account.
5. Disclosures to Clients . The Firm includes in Part II of its Form ADV (1) a summary of these policies and procedures relating to proxy voting, (2) an offer to provide a copy of such policies and procedures to clients on request, and (3) information concerning how a client may obtain a report summarizing how the Firm voted proxies on behalf of such client. At the request of a Client Account, the Firm provides that Client Account with a copy of its proxy voting policy and a report summarizing all proxy solicitations the Firm received with respect to that Client Account during the period requested and action taken by the Firm on each such proxy.
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B. |
Non-Discretionary Accounts. |
The Firm currently has one non-discretionary Client Account. Pursuant to the terms of the Investment Advisory Agreement with that client, the Firm has no authority or responsibility to vote any proxy relating to that Client Account. The Firm therefore promptly forwards any proxy solicitation
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materials concerning securities held in that non-discretionary Client Account that the Firm receives to that client.
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C. |
Proxy Voting Records. |
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The firm maintains the following records relating to proxy voting policies and procedures; |
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a. |
Copies of (i) each proxy statement that the Firm receives regarding securities held in Discretionary Accounts, (ii) a record of each vote the Firm casts with respect to securities in each Discretionary Account, (iii) any document the Firm creates that is material to the Firms decision on voting a proxy or that describes the basis for that decision, (iv) each written request from a Discretionary Account for information about how the Firm votes proxies and (v) the Firms written response to each oral or written request from a Discretionary Account for such information. The Firm may delegate to a third party the duty to receive and keep the records identified in clauses (i) and (ii) of the preceding sentence, if that third party agrees to furnish such records to the Firm promptly on request. The Firm may elect not to keep a copy of a proxy statement if it can obtain such statement electronically via the SECs EDGAR system. |
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b. |
A written description of the Firms reasons for deciding to vote a proxy (i) in a manner inconsistent with any general guidelines set forth in this Statement; (ii) when such guidelines call for a case-by-case determination; or (iii) when the Firm has identified a material conflict of interest. |
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APPENDIX A-8
TETRA CAPITAL MANAGEMENT, LLC
PROXY VOTING POLICY AND PROCEDURES
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I. |
Statement of Policy |
Proxy voting is an important right of shareholders and reasonable care and diligence must be undertaken to ensure that such rights are properly and timely exercised. When Tetra Capital Management, LLC (Tetra) has discretion to vote the proxies of its clients, it will vote those proxies in the best interest of its clients and in accordance with these policies and procedures.
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II. |
Proxy Voting Procedures |
All proxies received by Tetra will be sent to the Compliance Officer (or her designee, hereafter referred to the Proxy Officer). The Proxy Officer will:
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Keep a record of each proxy received; |
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Forward the proxy to the portfolio manager or other person (such as an analyst) who makes the voting decision in the firm (here after referred to as PM); |
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Determine which accounts managed by Tetra hold the security to which the proxy relates; |
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Provide the PM with a list of accounts that hold the security, and the date by which Tetra must vote the proxy in order to allow enough time for the completed proxy to be returned to the issuer prior to the vote taking place. |
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Absent material conflicts (See Section IV below), the PM will determine how Tetra should vote the proxy. The PM will send its decision on how Tetra will vote a proxy to the Proxy Officer. The Proxy Officer is responsible for mailing or otherwise voting the proxy in a timely and appropriate manner. |
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Tetra may retain a third party to assist it in coordinating and voting proxies with respect to client securities. If so, the Proxy Officer will monitor the third party to assure that all proxies are being properly voted and appropriate records are being retained. Currently, Tetra is not retaining a third party to vote proxies. |
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The Compliance Officer is responsible for keeping the list of conflicts of interest up to date for the Proxy Officer. Tetra currently relies on UBS Securities, LLC (UBS), to provide all proxies for the clients that it acts as prime broker for. Most proxies come via electronic mail, however, on occasion proxies still arrive through the US mail. Foreign proxies will generally be provided through the RiskMetrics system which is provided by UBS. |
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For any sub advised accounts that do not use UBS as prime broker, Tetra will rely on the applicable prime broker or primary custodian to provide the proxies. This process will need to be set up by the accounts advisor. |
A-106
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III. | Voting Guidelines | |||
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In the absence of specific voting guidelines from the client, Tetra will vote proxies in the best interest of each particular client, which may result in different voting results for proxies for the same issuer. Tetra believes that voting proxies in accordance with the following guidelines is in the best interest of its clients. |
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Generally, Tetra will vote in favor of routine corporate housekeeping proposals, including election of directors (where no corporate governance issues are implicated. Consideration may be given to the age, experience, and other factors, of the director), selection of auditors, and increases in or reclassification of common stock. |
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Generally, Tetra will vote against proposals that make it more difficult to replace members of the issuers board of directors, including proposals to stagger the board, causes management to be overrepresented on the board, introduce cumulative voting, introduce unequal voting rights, and create supermajority voting. |
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For other proposals, Tetra shall determine whether a proposal is in the best interests of its clients and may take into account the following factors, among others: |
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Whether the proposal was recommended by management and Tetras opinion of management; |
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Whether the proposal acts to entrench existing management; and |
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Whether the proposal fairly compensates management for past and future performance (Tetra will generally not approve excessively dilutive equity incentive plans (options proposals), or management compensation rewards for historical subpar performance). |
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It should be noted that if Tetra has sold the full position from the Funds or Accounts prior to the cutoff date (generally the day before the meeting) of the proxy, Tetra may chose to abstain from voting that particular proxy. |
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IV. |
Conflicts of Interest |
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1. |
The Compliance Officer will identify any conflicts that exist between the interests of Tetra and its clients. This examination will include a review of the relationship of Tetra and its affiliates (including Delta Partners, LLC) with the issuer of each security and any of the issuers affiliates to determine if the issuer is a client of Tetra or an affiliate of Tetra or has some other relationship with Tetra or a client of Tetra. Examples of potential conflicts of interest include Tetra, any private investment funds or clients, or an affiliate being a substantial beneficial owner of the Issuer (greater than 5% ownership on a collective basis), having any other relationship with an Issuer (Issuer is an investor in a private investment fund managed by Tetra or an affiliate), and a principal or employee of Tetra sits on the board of an Issuer. |
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2. |
If a material conflict exists, Tetra will determine whether voting in accordance with the voting guidelines and factors described above is in the best interests of the client. Tetra will also determine whether it is appropriate to disclose the conflict to the affected clients and, except in the case of clients that are subject to the Employee Retirement Income Securities Act of 1974, as amended (ERISA), give the clients the opportunity to vote their proxies themselves. In the case of ERISA clients, if the Investment Management Agreement reserves to the ERISA client the authority to vote proxies when Tetra |
A-107
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determines it has a material conflict that affects its best judgment as an ERISA fiduciary, Tetra will give the ERISA client the opportunity to vote the proxies themselves, or special ERISA proxy voting procedures must provide for a pre-determined voting policy that eliminates the discretion of Tetra when voting proxies if such a conflicts exists. |
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V. |
Disclosure |
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1. |
Tetra will disclose in its Form ADV Part II that clients may contact the Compliance Officer, via e-mail or telephone, in order to obtain information on how Tetra voted such clients proxies, and to request a copy of these policies and procedures. If a client requests this information, the Compliance Officer will prepare a written response to the client that list, with respect to each voted proxy about which the client has inquired, (a) the name of the issuer; (b) the proposal voted upon, and (c) how Tetra voted the client proxy. |
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2. |
A concise summary of this Proxy Voting Policy and Procedures will be included in Tetras Form ADV Part II, and will be updated whenever these policies and procedures are updated. |
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VI. |
Recordkeeping |
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The Compliance Officer will maintain files relating to Tetras proxy voting procedures in an easily accessible place. Records will be maintained and preserved for five years from the end of the fiscal year during which the last entry was made on a record, with records for the first two years kept in the offices of Tetra. Records of the following will be included in the files: |
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Copies of this proxy voting policy and procedures, and any amendments thereto. |
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A copy of each proxy statement that Tetra receives, provided however that Tetra may rely on obtaining a copy of proxy statements from the SECs EDGAR system for those proxy statements that are so available 1 or other electronic means. |
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A record of each vote that Tetra casts. 2 |
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A copy of any document the Adviser created that was material to making a decision how to vote proxies, or that memorialized that decision. |
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A copy of each written client request for information on how Tetra voted such clients proxies, and a copy of any written response to any (written or oral) client request for information on how Tetra voted its proxies. |
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1 Tetra may choose instead to have a third party retain a copy of proxy statements (provided that third party undertakes to provide a copy of the proxy statements promptly upon request. |
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2 Tetra may also rely on a third party to retain a copy of the votes cast (provided that the third party undertakes to provide a copy of the record promptly upon request). |
A-108
STANDARD & POORS ISSUE CREDIT RATING DEFINITIONS
A Standard & Poors issue credit rating is a current opinion of the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The opinion evaluates the obligors capacity and willingness to meet its financial commitments as they come due, and may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default. The issue credit rating is not a recommendation to purchase, sell, or hold a financial obligation, inasmuch as it does not comment as to market price or suitability for a particular investor.
Issue credit ratings are based on current information furnished by the obligors or obtained by Standard & Poors from other sources it considers reliable. Standard & Poors does not perform an audit in connection with any credit rating and may, on occasion, rely on unaudited financial information. Credit ratings may be changed, suspended, or withdrawn as a result of changes in, or unavailability of, such information, or based on other circumstances.
Issue credit ratings can be either long term or short term. Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 daysincluding commercial paper. Short-term ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. The result is a dual rating, in which the short-term rating addresses the put feature, in addition to the usual long-term rating. Medium-term notes are assigned long-term ratings.
Long-Term Issue Credit Ratings
Issue credit ratings are based, in varying degrees, on the following considerations:
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Likelihood of paymentcapacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation; |
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Nature of and provisions of the obligation; |
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Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors rights. |
Issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)
AAA
An obligation rated AAA has the highest rating assigned by Standard & Poors. The obligors capacity to meet its financial commitment on the obligation is extremely strong.
AA
An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligors capacity to meet its financial commitment on the obligation is very strong.
B-1
A
An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligors capacity to meet its financial commitment on the obligation is still strong.
BBB
An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
BB, B, CCC, CC, and C
Obligations rated BB, B, CCC, CC, and C are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
BB
An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligors inadequate capacity to meet its financial commitment on the obligation.
B
An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligors capacity or willingness to meet its financial commitment on the obligation.
CCC
An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC
An obligation rated CC is currently highly vulnerable to nonpayment.
C
A C rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the C rating may be assigned to subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instruments terms or when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.
B-2
D
An obligation rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poors believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of similar action if payments on an obligation are jeopardized. An obligations rating is lowered to D upon completion of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.
Plus (+) or minus (-)
The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
NR
This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that Standard & Poors does not rate a particular obligation as a matter of policy.
SHORT-TERM ISSUE CREDIT RATINGS
A-1
A short-term obligation rated A-1 is rated in the highest category by Standard & Poors. The obligors capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligors capacity to meet its financial commitment on these obligations is extremely strong.
A-2
A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligors capacity to meet its financial commitment on the obligation is satisfactory.
A-3
A short-term obligation rated A-3 exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
B
A short-term obligation rated B is regarded as having significant speculative characteristics. Ratings of B-1, B-2, and B-3 may be assigned to indicate finer distinctions within the B category. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligors inadequate capacity to meet its financial commitment on the obligation.
B-1. A short-term obligation rated B-1 is regarded as having significant speculative characteristics, but the obligor has a relatively stronger capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.
B-3
B-2. A short-term obligation rated B-2 is regarded as having significant speculative characteristics, and the obligor has an average speculative-grade capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.
B-3. A short-term obligation rated B-3 is regarded as having significant speculative characteristics, and the obligor has a relatively weaker capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.
C
A short-term obligation rated C is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.
D
A short-term obligation rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poors believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
DUAL RATINGS
Standard & Poors assigns dual ratings to all debt issues that have a put option or demand feature as part of their structure. The first rating addresses the likelihood of repayment of principal and interest as due, and the second rating addresses only the demand feature. The long-term rating symbols are used for bonds to denote the long-term maturity and the short-term rating symbols for the put option (for example, AAA/A-1+). With U.S. municipal short-term demand debt, note rating symbols are used with the short-term issue credit rating symbols (for example, SP-1+/A-1+).
MOODYS CREDIT RATING DEFINITIONS
Aaa
Bonds and preferred stock which are rated Aaa are judged to be of the highest quality, with minimal credit risk.
Aa
Bonds and preferred stock which are rated Aa are judged to be of high quality and are subject to very low credit risk.
A
Bonds and preferred stock which are rated A are considered upper-medium grade and are subject to low credit risk.
Baa
Bonds and preferred stock which are rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.
B-4
Ba
Bonds and preferred stock which are rated Ba are judged to have speculative elements and are subject to substantial credit risk.
B
Bonds and preferred stock which are rated B are considered speculative and are subject to high credit risk.
Caa
Bonds and preferred stock which are rated Caa are of poor standing and are subject to very high credit risk.
Ca
Bonds and preferred stock which are rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C
Bonds and preferred stock which are rated C are the lowest rated class of bonds/preferred stock and are typically in default, with little prospect for recovery of principal or interest.
B-5
VAN ECK FUNDS
PART C OTHER INFORMATION
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ITEM 23. |
EXHIBITS. |
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(a) |
(1) Amended and Restated Master Trust Agreement.(1) |
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(2) Amendment No. 1 to Amended and Restated Master Trust Agreement.(1) |
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(3) Amendment No. 2 to Amended and Restated Master Trust Agreement.(1) |
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(4) Amendment No. 3 to Amended and Restated Master Trust Agreement.(1) |
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(5) Amendment No. 4 to Amended and Restated Master Trust Agreement.(1) |
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(6) Amendment No. 5 to Amended and Restated Master Trust Agreement.(1) |
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(7) Amendment No. 6 to Amended and Restated Master Trust Agreement.(1) |
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(8) Amendment No. 7 to Amended and Restated Master Trust Agreement.(1) |
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(9) Amendment No. 8 to Amended and Restated Master Trust Agreement.(1) |
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(10) Amendment No. 9 to Amended and Restated Master Trust Agreement.(1) |
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(11) Amendment No. 10 to Amended and Restated Master Trust Agreement.(3) |
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(12) Amendment No. 11 to Amended and Restated Master Trust Agreement.(3) |
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(13) Amendment No. 12 to Amended and Restated Master Trust Agreement.(3) |
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(14) Amendment No. 13 to Amended and Restated Master Trust Agreement.(2) |
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(15) Amendment No. 15 to Amended and Restated Master Trust Agreement.(3) |
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(16) Amendment No. 16 to Amended and Restated Master Trust Agreement.(3) |
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(17) Amendment No. 17 to Amended and Restated Master Trust Agreement.(3) |
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(18) Amendment No. 18 to Amended and Restated Master Trust Agreement.(3) |
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(19) Amendment No. 19 to Amended and Restated Master Trust Agreement.(3) |
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(20) Amendment No. 20 to Amended and Restated Master Trust Agreement.(5) |
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(21) Amendment No. 21 to Amended and Restated Master Trust Agreement.(5) |
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(22) Amendment No. 22 to Amended and Restated Master Trust Agreement.(11) |
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(23) Amendment No. 23 to Amended and Restated Master Trust Agreement.(11) |
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(4) |
Letter Agreement adding Emerging Markets Fund (formerly known as Global Balanced Fund) to Accounting and Administrative Services Agreement.(4) |
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(5) |
Data Access Service Agreement.(4) |
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(6) |
Transfer Agency Agreement.(4) |
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(7) |
Form of Trustee Indemnification Agreement.(6) |
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(8) |
Form of Participation Agreement with Unaffiliated Fund Complexes.(11) |
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(i) |
(1) |
Opinion and Consent of Counsel.(1) |
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(2) |
Opinion and Consent of Counsel with respect to the addition of Class I.(5) |
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(3) |
Opinion and Consent of Counsel with respect to the addition of Class A and Class I of Multi-Manager Alternatives Fund.(11) |
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(4) |
Opinion and Consent of Counsel with respect to the addition of Class Y filed herewith. |
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(j) |
(1) |
Consent of Goodwin Procter LLP (13). |
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(2) |
Consent of Independent Registered Public Accounting Firm filed herewith. |
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(3) |
Powers of Attorney.(7) |
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(4) |
Power of Attorney (Derek S. van Eck).(11) |
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(k) |
Not applicable. |
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(l) |
Not applicable. |
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(m) |
(1) |
Plan of Distribution pursuant to Rule 12b-1 for Class A shares. (4) |
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(2) |
Plan of Distribution pursuant to Rule 12b-1 for Class C shares. (4) |
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(3) |
Amended Exhibit A to Plan of Distribution Pursuant to Rule 12b-1 for Class A shares.(11) |
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(n) |
Multiple Class Plan pursuant to Rule 18f-3 filed herewith. |
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(o) |
Reserved. |
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(p) |
(1) |
Code of Ethics of the Registrant, its Investment Adviser and its Principal Underwriter.(11) |
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(2) |
Code of Ethics of Lazard Asset Management LLC.(8) |
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(3) |
Code of Ethics of Martingale Asset Management, L.P.(9) |
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(4) |
Code of Ethics of PanAgora Asset Management, Inc.(10) |
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(5) |
Codes of Ethics of Dix Hills Partners, LLC, Explorer Alternative Management, LLC and Tetra Capital Management, LLC.(11) |
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(6) |
Codes of Ethics of Aristos Capital Management, LLC, Centaur Performance Group LLC and Primary Funds, LLC filed herewith. |
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(1) |
Incorporated by reference to Post-Effective Amendment No. 51 to Registrants Registration Statement, File Nos. 002-97596 and 811-04297, filed on March 1, 1999. |
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(2) |
Incorporated by reference to Post-Effective Amendment No. 55 to Registrants Registration Statement, File Nos. 002-97596 and 811-04297, filed on March 19, 2001. |
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(3) |
Incorporated by reference to Post-Effective Amendment No. 62 to Registrants Registration Statement, File Nos. 02-97596 and 811-04297, filed on April 30, 2004. |
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(4) |
Incorporated by reference to Post Effective Amendment No. 63 to Registrants Registration Statement, File Nos. 02-97596 and 811-04297, filed February 25, 2005. |
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(5) |
Incorporated by reference to Post Effective Amendment No. 66 to Registrants Registration Statement, File Nos. 02-97596 and 811-04297, filed April 28, 2006. |
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(6) |
Incorporated by reference to Post Effective Amendment No. 67 to Registrants Registration Statement, File Nos. 02-97596 and 811-04297, filed April 27, 2007. |
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(7) |
Incorporated by reference to Post Effective Amendment No. 68 to Registrants Registration Statement, File Nos. 02-97596 and 811-04297, filed April 24, 2008. |
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(8) |
Incorporated by reference to Post-Effective Amendment No. 34 to the Registration Statement of Van Eck VIP Trust (formerly, Van Eck Worldwide Insurance Trust), File Nos. 033-13019 and 811-05083, filed April 13, 2007. |
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(9) |
Incorporated by reference to Post-Effective Amendment No. 26 to the Registration Statement of Van Eck VIP Trust (formerly, Van Eck Worldwide Insurance Trust), File Nos. 033-13019 and 811-05083, filed on April 30, 2004. |
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(10) |
Incorporated by reference to Post-Effective Amendment No. 35 to the Registration Statement of Van Eck VIP Trust (formerly, Van Eck Worldwide Insurance Trust), File Nos. 033-13019 and 811-05083, filed February 15, 2008. |
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(11) |
Incorporated by reference to Post Effective Amendment No. 78 to Registrants Registration Statement, File Nos. 02-97596 and 811-04297, filed April 3, 2009. |
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(12) |
Incorporated by reference to Post Effective Amendment No. 79 to Registrants Registration Statement, File Nos. 02-97596 and 811-04297, filed April 22, 2009. |
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ITEM 24. |
PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND. |
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Not Applicable. |
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ITEM 25. |
INDEMNIFICATION. |
Reference is made to Article VI of the Master Trust Agreement of the Registrant, as amended, Section 8 of the Advisory Agreement, Section 5 of the Distribution Agreement, Section 27 of the Custodian Agreement, and Section 6 of the Data Access Agreement.
The general effect of this Indemnification will be to indemnify the officers, trustees, employees and agents of the Registrant from costs and expenses arising from any action, suit or proceeding to which
4
they may be made a party by reason of their being or having been a trustee, officer, employee or agent of the Registrant, except where such action is determined to have arisen out of the willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the trustees, officers, employees or agents office.
Reference is also made to the individual Trustee Indemnification Agreements entered into with each of the Trustees of the Registrant. The Indemnification Agreements do not supersede or replace the indemnification under the Master Trust Agreement of the Registrant, as amended. The Indemnification Agreements supplement the protections under the Master Trust Agreement, by clarifying the scope of certain terms of the Master Trust Agreement and providing a variety of procedural benefits, including with respect to protection from modification of the indemnification, term and survival of Registrants obligations, and procedural enhancements with respect to, among other things, advancement of expenses, determination of entitlement, indemnification for expenses incurred by a Trustee as a witness and selection of counsel.
Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (1933 Act), may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission (SEC) such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
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ITEM 26. |
BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER. |
Van Eck Associates Corporation is a registered investment adviser and provides investment advisory services to the Registrant. The description of Van Eck Associates Corporation under the caption Management of the Fund in the Registrants Prospectus and under the caption Investment Advisory Services in the Registrants Statement of Additional Information, constituting Parts A and B, respectively, of this Registration Statement are incorporated herein by reference. Information as to any business, profession, vocation or employment of a substantial nature engaged in by investment adviser and its officers, directors or partners within the past two fiscal years is set forth under the caption Trustees and Officers in the Registrants Statement of Additional Information and in its Form ADV filed with the SEC (File No. 801-21340), both of which are incorporated herein by reference.
Each of Aristos Capital Management, LLC (SEC File No. 801-70086), Centaur Performance Group LLC (SEC File No. 801-65170), Dix Hills Partners, LLC (SEC File No. 801-62551), Explorer Alternative Management, LLC (SEC File No. 64670), Lazard Asset Management LLC (SEC File No. 801-61701), Martingale Asset Management, L.P. (SEC File No. 801-30067), PanAgora Asset Management, Inc. (SEC File No. 801-35497), Primary Funds, LLC (SEC File No. 801-69279) and Tetra Capital Management, LLC (SEC File No. 66009) serves as a sub-adviser to Multi-Manager Alternatives Fund. The descriptions each sub-adviser under the caption Management of the Fund in the Registrant's Prospectus and under the caption Investment Advisory Services in the Registrant's Statement of Additional Information, constituting Parts A and B, respectively, of this Registration Statement are incorporated herein by reference. Information on the directors and officers of each sub-adviser set forth in its Form ADV filed with the SEC is incorporated herein by reference.
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ITEM 27. |
PRINCIPAL UNDERWRITERS |
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(a) |
Van Eck Securities Corporation, principal underwriter for the Registrant, also distributes shares of Van Eck VIP Trust and Market Vectors ETF Trust. |
5
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(b) |
The following table presents certain information with respect to each director and officer of Van Eck Securities Corporation for the fiscal year ended December 31, 2009: |
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NAME AND
PRINCIPAL
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POSITIONS AND OFFICES
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POSITIONS AND OFFICES WITH REGISTRANT |
Thomas K. Lynch
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Chief Compliance Officer |
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Chief Compliance Officer |
Joseph J. McBrien
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Senior Vice President and Secretary |
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Senior Vice President and Secretary |
Bruce J. Smith
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Senior Vice President, Chief Financial Officer, Treasurer and Controller |
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Senior Vice President and Chief Financial Officer |
Jan F. van Eck
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Director and Executive Vice President |
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Executive Vice President |
Derek S. van Eck
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Director and Executive Vice President |
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President and Chief Executive Officer |
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(c) |
Not Applicable |
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ITEM 28. |
LOCATION OF ACCOUNTS AND RECORDS. |
The location of accounts, books and other documents required to be maintained pursuant to Section 31(a) of the Investment Company Act of 1940, as amended (1940 Act), and the Rules promulgated thereunder is set forth below.
Accounts, books and documents maintained pursuant to 17 CFR 270 31a-1(b)(1), 31a-1(b)(2)(i), 31a-1(b)(2)(ii), 31a-1(b)(2)(iii), 31a-1(b)(4), 31a-1(b)(5), 31a-1(b)(6), 31a-1(b)(7), 31a-1(b)(8), 31a-1(b)(9), 31a-1(b)(10), 31a-1(b)(11), 31a-1(b)(12), 31a-1(d), 31a-1(f), 31a-2(a)(1) and 31a-2(e) are located at Van Eck Associates Corporation, 335 Madison Avenue, 19th Floor, New York, New York 10017
Accounts, books and documents maintained pursuant to 17 CFR 270 31a-2(c) are located at Van Eck Securities Corporation, 335 Madison Avenue, 19th Floor, New York, New York 10017.
Accounts, books and documents relating to the custodian are located at State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110,
Accounts, books and documents maintained pursuant to 17 CFR 270 31a-1(b)(2)(iv) and 31a-2(a)(1) are located at DST Systems, Inc., 21 West Tenth Street, Kansas City, MO 64105.
Accounts, books and documents maintained pursuant to 17 CFR 270 31a-1(b)(3), 31a-1(c), 31a-1(e), 31a-2(b), 31a-2(d) and 31a-3 are not applicable to the Registrant. All other records are maintained at the offices of the Registrant at 335 Madison Avenue, 19th Floor, New York, New York 10017.
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ITEM 29. |
MANAGEMENT SERVICES. |
None
6
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ITEM 30. |
UNDERTAKINGS. |
Not applicable.
7
SIGNATURES
Pursuant to the requirements of the 1933 Act and the 1940 Act, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the 1933 Act and has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of New York and State of New York on the 30th day of April, 2010.
VAN ECK FUNDS
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By: /s/ Derek S. van Eck* |
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Name: |
Derek S. van Eck* |
Title: |
Chief Executive Officer & President |
Pursuant to the requirements of the 1933 Act, this post-effective amendment no. 82 to the registration statement has been signed below by the following persons in the capacities and on the date(s) indicated.
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/s/ Derek S. van Eck* |
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Derek S. van Eck* |
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Chief Executive Officer & President |
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April 30, 2010 |
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/s/ Bruce J. Smith* |
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Bruce J. Smith* |
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Senior Vice President & Chief Financial Officer |
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April 30, 2010 |
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/s/ Jane DiRenzo Pigott* |
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Jane DiRenzo Pigott* |
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Trustee |
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April 30, 2010 |
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/s/ Jon Lukomnik* |
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Jon Lukomnik* |
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Trustee |
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April 30, 2010 |
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/s/ Wayne H. Shaner* |
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Wayne H. Shaner* |
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Trustee |
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April 30, 2010 |
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R. Alastair Short* |
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Trustee |
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April 30, 2010 |
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/s/ Richard D. Stamberger* |
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Richard D. Stamberger* |
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Trustee |
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April 30, 2010 |
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/s/ Robert L. Stelzl* |
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Robert L. Stelzl* |
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Trustee |
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April 30, 2010 |
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*BY: |
/s/ JOSEPH J. MCBRIEN |
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Joseph J. McBrien |
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Attorney-in-Fact |
Exhibit (a)(24)
VAN ECK FUNDS
AMENDMENT NO. 24
TO
THE AMENDED AND RESTATED MASTER TRUST AGREEMENT
Amendment No. 24 to the Amended and Restated Master Trust Agreement dated February 6, 1992, as amended (the Agreement) of Van Eck Funds (the Trust), made at New York, New York, this 29th day of June, 2009.
WITNESSETH:
WHEREAS, Article VII, Section 7.3 of the Agreement provides that the Agreement may be amended from time to time, as long as such amendment does not adversely affect the rights of any shareholder, and so long as such amendment is not in contravention of applicable law, including the Investment Company Act of 1940, as amended, by an instrument in writing, signed by an officer of the Trust pursuant to a vote of a majority of the Trustees of the Trust; and
WHEREAS, Section 4.1 of the Agreement provides that the Trustees of the Trust may establish and designate Sub-Trusts of the Trust and classes thereof; and
WHEREAS, a majority of the Trustees have voted to establish four new Sub-Trusts of the Trust, which are designated as Commodities Series Fund I, Commodities Series Fund II, Commodities Series Fund III and Commodities Series Fund IV, and to establish three classes of Shares of each such new Sub-Trust, which are designated as Class A, Class C and Class I; and
WHEREAS, a majority of Trustees have duly approved this amendment to the Agreement and authorized the same to be filed with the Secretary of State of the Commonwealth of Massachusetts.
NOW, THEREFORE, the Agreement is hereby amended as follows:
|
Section 4.2. ESTABLISHMENT AND DESIGNATION OF SUB-TRUSTS. Without limiting the authority of the Trustees set forth in Section 4.1 to establish and designate any further Sub-Trusts, the Trustees hereby establish and designate the following eight Sub-Trusts: Emerging Markets Fund (Class A, Class C and Class I), Global Hard Assets Fund (Class A, Class C and Class I), International Investors Gold Fund (Class A, Class C and Class I), Multi-Manager Alternatives Fund (Class A and Class I), Commodities Series Fund I (Class A, Class C and Class I), Commodities Series Fund II (Class A, Class C and Class I), Commodities Series Fund III (Class A, Class C and Class I) and |
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Commodities Series Fund IV (Class A, Class C and Class I). Shares of each such Sub-Trust and any Shares of any further Sub-Trusts that may from time to time be established and designated by the Trustees shall, unless the Trustees otherwise determine with respect to some further Sub-Trust at the time of establishing and designating the same, have the same relative rights and preferences. |
The undersigned hereby certifies that the Amendment set forth above has been duly adopted in accordance with the provisions of the Agreement.
[SIGNATURE PAGE FOLLOWS]
2
IN WITNESS WHEREOF, the undersigned has hereto set his hands as of the day and year first above written.
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/s/ Joseph J. McBrien, Secretary |
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Joseph J. McBrien, Secretary |
STATE OF NEW YORK |
) |
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) |
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COUNTY OF NEW YORK |
) |
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Then personally appeared the above-named Joseph J. McBrien and acknowledged this instrument to be his/her free act and deed this 29th day of June, 2009.
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s/s Alison Y. Emanuel |
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Notary Public, State of new York |
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NO. 01EM5077310 |
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Qualified in Queens County |
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Commission Expires May 5, 2011 |
3
Exhibit (a)(25)
VAN ECK FUNDS
AMENDMENT NO. 25
TO
THE AMENDED AND RESTATED MASTER TRUST AGREEMENT
Amendment No. 25 to the Amended and Restated Master Trust Agreement dated February 6, 1992, as amended (the Agreement) of Van Eck Funds (the Trust), made at New York, New York, this 27th day of April, 2010.
WITNESSETH:
WHEREAS, Article VII, Section 7.3 of the Agreement provides that the Agreement may be amended from time to time, as long as such amendment does not adversely affect the rights of any shareholder, and so long as such amendment is not in contravention of applicable law, including the Investment Company Act of 1940, as amended, by an instrument in writing, signed by an officer of the Trust pursuant to a vote of a majority of the Trustees of the Trust;
WHEREAS, on December 3-4, 2009, a majority of the Trustees voted to designate an additional Class for four Series of the Trust which will be named Emerging Markets Fund Class Y, International Investors Gold Fund Class Y, Global Hard Assets Fund Class Y and Multi-Manager Alternatives Fund Class Y;
WHEREAS, on March 18-19, 2010, a majority of the Trustees voted to re-designate the Commodities Series Fund I as the Long-Only Commodity Fund and the Commodities Series Fund II as the Long/Flat Commodity Fund and to designate an additional Class for each of these Series of the Trust which will be named Long-Only Commodity Fund Class Y and Long/Flat Commodity Fund Class Y;
WHEREAS, Section 4.1 of the Agreement provides that the Trustees of the Trust may establish and designate Sub-Trusts of the Trust and classes thereof; and
WHEREAS, a majority of Trustees have duly approved this amendment to the Agreement and authorized the same to be filed with the Secretary of State of the Commonwealth of Massachusetts.
NOW, THEREFORE, the initial paragraph of Article IV, Section 4.2 of the Agreement is hereby amended to read in its entirety as follows:
Section 4.2. ESTABLISHMENT AND DESIGNATION OF SUB-TRUSTS. Without limiting the authority of the Trustees set forth in Section 4.1 to establish and designate any further Sub-Trusts, the Trustees hereby establish and designate the following eight
Sub-Trusts: Emerging Markets Fund (Class A, Class C, Class I and Class Y), Global Hard Assets Fund (Class A, Class C, Class I and Class Y), International Investors Gold Fund (Class A, Class C, Class I and Class Y), Multi-Manager Alternatives Fund (Class A, Class I and Class Y), Long-Only Commodity Fund (Class A, Class C, Class I and Class Y), Long/Flat Commodity Fund (Class A, Class C, Class I and Class Y), Commodities Series Fund III (Class A, Class C and Class I) and Commodities Series Fund IV (Class A, Class C and Class I). Shares of each such Sub-Trust and any Shares of any further Sub-Trusts that may from time to time be established and designated by the Trustees shall, unless the Trustees otherwise determine with respect to some further Sub-Trust at the time of establishing and designating the same, have the same relative rights and preferences.
The undersigned hereby certifies that the Amendment set forth above has been duly adopted in accordance with the provisions of the Agreement.
[SIGNATURE PAGE FOLLOWS]
2
IN WITNESS WHEREOF, the undersigned has hereto set his hands as of the day and year first above written.
/s/ Joseph J. McBrien, Secretary | |
Joseph J. McBrien, Secretary |
STATE OF NEW YORK | ) |
) | |
COUNTY OF NEW YORK | ) |
Then personally appeared the above-named Joseph J. McBrien and acknowledged this instrument to be his/her free act and deed this 27th day of April, 2010.
s/s Alison Y. Emanuel
Notary Public, State of New York
NO. 01EM5077310
Qualified in Queens County
Commission Expires May 5, 2011
3
Exhibit (d)(5)(ii)
VAN ECK FUNDS
MULTI-MANAGER ALTERNATIVES FUND
Schedule Identifying Details of Sub-Advisory Contracts:
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PARTY |
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DATE SIGNED AGREEMENT |
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|
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||
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||
Aristos Capital Management, LLC |
April 19, 2010 |
||
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||
Centaur Performance Group LLC |
January 12, 2010 |
||
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||
Dix Hills Partners, LLC |
March 20, 2009 |
||
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||
Explorer Alternative Management, LLC |
March 17, 2009 |
||
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||
Lazard Asset Management LLC |
December 26, 2006 |
||
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||
Martingale Asset Management, L.P. |
May 1, 2003 |
||
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PanAgora Asset Management, Inc. |
May 1, 2003 |
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Primary Funds, LLC |
January 12, 2010 |
||
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||
Tetra Capital Management, LLC |
March 25, 2009 |
Exhibit (i)(4)
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Philip H. Newman |
Goodwin Procter LLP |
617.570.1558 |
Counsellors at Law |
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pnewman@ |
Exchange Place |
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goodwinprocter.com |
Boston, MA 02109 |
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T: 617.570.1000 |
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F: 617.523.1231 |
April 30, 2010
Van Eck Funds
335 Madison Avenue, 19th Floor
New York, New York 10017
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Re: |
Van Eck Funds |
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Post-Effective Amendment No. 82 to Registration Statement on Form N-1A |
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File Nos. 002-97596; 811-04297 |
Ladies and Gentlemen:
As counsel to Van Eck Funds (the Trust), a voluntary association with transferable shares under Chapter 182 of the Massachusetts General Laws, commonly referred to as a Massachusetts business trust, we have been asked to render our opinion with respect to the issuance of an unlimited number of Class Y shares of stock of the Trust (the Shares), par value $0.001 per share, representing interests in the Emerging Markets Fund, Global Hard Assets Fund, International Investors Gold Fund and Multi-Manager Alternatives Fund (the Funds), each a series of the Trust, as more fully described in the prospectuses and statements of additional information contained in Post-Effective Amendment No. 82 to the Registration Statement.
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion expressed below. We have relied, without independent verification, on a certificate of the Secretary of the Commonwealth of Massachusetts and, as to matters of fact material to the opinion set forth below, on a certificate of the Secretary of the Trust. We also have assumed that the Shares will be issued and sold in accordance with the terms and conditions of the effective Registration Statement, including the prospectuses and statements of additional information contained therein, as supplemented and/or amended from time to time, and that ownership of the Shares will be duly recorded in the books of the Trust.
The opinion expressed below is limited to the laws of the Commonwealth of Massachusetts.
Based upon the foregoing, we are of the opinion that the Shares, when issued and sold, will be validly issued, fully-paid and non-assessable by the Trust.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm as legal counsel for the Trust in the Registration Statement. This consent shall not constitute an acknowledgment that we are within the category of persons whose
Van Eck Funds
Page 2
consent is required under Section 7 of the Securities Act of 1933, as amended, and the rules and regulations thereunder.
Sincerely,
/s/ GOODWIN PROCTER LLP
GOODWIN PROCTER LLP
Exhibit (j)(2)
Consent of Independent Registered Public Accounting Firm
We consent to the references to our firm under the captions Management of the Funds, and Financial Highlights in each of Prospectus, and Risk Oversight, Committee Structure Audit Committee and Additional Information Independent Registered Public Accounting Firm in each Statement of Additional Information and to the incorporation by reference of our report dated February 25, 2010, in the Registration Statement (Form N-1A No. 811-04297 and No. 002-97596) of the Van Eck Funds dated May 1, 2010.
/s/ Ernst & Young LLP
New York, New York
April 26, 2010
Exhibit (n)
AMENDED AND RESTATED MULTIPLE CLASS
EXPENSE ALLOCATION PLAN ADOPTED PURSUANT TO RULE 18f-3
WHEREAS, Van Eck Funds is a Massachusetts business trust established and existing under the laws of the Commonwealth of Massachusetts (the Trust) and is engaged in the business of an open-end management investment company;
WHEREAS, the Trust is authorized to (i) issue shares of beneficial interest (the Shares) in separate series with the Shares of each such series representing the interests in a separate portfolio of securities and other assets (such series and other series as may from time to time be established hereafter, Series), and (ii) divide the Shares within each such Series into two or more classes (Classes) namely the initial Class of Shares (A Class shares), C Class shares, I Class shares and Y Class shares, and such other Classes as may be designated; and
WHEREAS, the Board of Trustees as a whole, and the Trustees who are not interested persons of the Trust as defined in the Investment Company Act of 1940 (the Act) (the Qualified Trustees), having determined in the exercise of their reasonable business judgment that this Plan is in the best interest of each class of the Series and the Trust as a whole, have accordingly approved this Plan.
NOW, THEREFORE, the Trust hereby adopts this Plan in accordance with Rule 18f-3 under the Act, on the following terms and conditions:
1. CLASS DIFFERENCES.
Each Class of Shares of the Series shall represent interests in the same portfolio of investments of the Series and shall be identical in all respects, except that each Class shall differ with respect to:
(i) distribution, shareholder and other charges and expenses, as provided for in Sections 2 and 3 of this Plan;
(ii) the exclusive right of each Class of Shares to vote on certain matters relating to the Plan of Distribution pursuant to Rule 12b-1 adopted by the Trust with respect to that Class, if any;
(iii) such differences relating to purchase minimums and eligible investors as may be set forth in the prospectuses and statement of additional information of the Series, as the same may be amended or supplemented from time to time (the Prospectuses and SAI); and
(iv) the designation of each Class of Shares.
Exhibit (n)
2. DIFFERENCES IN DISTRIBUTION AND SHAREHOLDER SERVICES.
Shares of each Class and of a Series shall differ in the manner in which such Shares are distributed and in the services provided to shareholders of each such Class as follows:
(a) A CLASS SHARES. A Class shares shall be sold at net asset value per share as set forth in the Prospectus and SAI.
(b) C CLASS SHARES. C Class shares shall be sold at net asset value per share as set forth in the Prospectus and SAI. C Class shares generally may convert to A Class shares after the time period specified in the Prospectus and/or SAI.
(c) I CLASS SHARES. I Class shares shall be sold at net asset value per share as set forth in the Prospectus and SAI. I Class shares are subject to a higher minimum purchase amount than other Classes of the Trust.
(d) Y CLASS SHARES. Y Class shares shall be sold at net asset value per share as set forth in the Prospectus and SAI.
(e) ADDITIONAL CLASSES. Additional Classes may, from time to time, be offered subject to a redemption fee or Rule 12b-1 fees or subject to none of the foregoing.
(f) RULE 12b-1 FEES. Fees paid pursuant to Rule 12b-1 may be used to finance distribution activities in accordance with Rule 12b-1 under the Act and the Plans of Distribution pursuant to Rule 12b-1 adopted by the Trust with respect to a Series and shall be paid by shareholders of the Rule 12b-1 Class.
(g) TRANSFER AGENT AND RELATED FEES. Fees and costs accumulated by and payable to a transfer agent for each Series and Class may vary by Class should certain Classes have differing investment minimums. Fees payable to a transfer agent are accordingly allocated on a Class by Class basis.
(h) REGISTRATION FEES. Fees paid to maintain the state and federal registration of the Shares are accumulated either on the basis of Class, Series or Trust, and are allocated accordingly.
3. ALLOCATION OF EXPENSES.
(a) Expenses of each Series, other than the fees set forth in Section 2 of this Plan, shall be allocated to each Class thereof on the basis of the net asset value of that Class in relation to the net asset value of the Series.
(b) CERTAIN PROHIBITED ALLOCATIONS. Notwithstanding the foregoing, no expense shall be allocated to any particular class of a Series and no waiver or reimbursement of the expenses of a specific class or classes shall be permitted if such allocation, waiver or reimbursement would cause such Series to fail to qualify as a regulated investment company or
Exhibit (n)
an insurance contract under the Internal Revenue Code of 1986, as amended, or adversely affect its right to claim a dividend paid deduction thereunder.
4. TERM AND TERMINATION.
(a) SERIES. This Plan shall become effective with respect to the Series as of April 6, 2006, and shall continue in effect with respect to such Classes of Shares (subject to Section 4(c) hereof) until terminated in accordance with the provisions of Section 4(c) hereof.
(b) ADDITIONAL SERIES OR CLASSES. This Plan shall become effective with respect to any Class of the Series other than those listed herein and with respect to each additional series or Class thereof established by the Trust after the effective date hereof and made subject to this Plan, upon commencement of the initial public offering thereof, provided that the Plan has previously been approved with respect to such additional series, the A Class, C Class, I Class and Y Class, by votes of a majority of both (i) the Board of Trustees of the Trust and (ii) the Qualified Trustees of the Trust, cast at a meeting held before the initial public offering of such additional series or classes thereof, and shall continue in effect with respect to each such additional series or class (subject to Section 4(c) hereof) until terminated in accordance with the provisions of Section 4(c) hereof. The specific and different terms of such additional series or classes shall be set forth in the Trusts current prospectus(es) and statement(s) of additional information.
(c) TERMINATION. This Plan may be terminated at any time with respect to the Trust or any Series or Class thereof, as the case may be, by a vote of a majority of both the Trustees of the Trust and the Qualified Trustees of the Trust. The Plan may remain in effect with respect to a Series or Class thereof even if it has been terminated in accordance with this Section 4(c) with respect to one or more other Classes of such Series or one or more other Series of the Trust.
5. AMENDMENTS.
Any material amendment to this Plan shall require the affirmative vote of a majority of both of the Trustees of the Trust and the Qualified Trustees of the Trust.
Dated as of April 6, 2006, amended as of December 3, 2009.
Exhibit (p)(6)
Aristos Capital Management
Investment Adviser
Code of Ethics
April 2009
Aristos Capital Management, LLC
Code of Ethics April 2009
Aristos Capital Management
Table of Contents
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STATEMENT OF GENERAL POLICY |
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3 |
CATEGORIZATION |
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5 |
PROHIBITION AGAINST INSIDER TRADING |
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7 |
General Provision |
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7 |
PERSONAL SECURITIES TRANSACTIONS |
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11 |
General Policy |
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11 |
Prohition Against Trading Certain Securities |
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11 |
Initial Public Offerings |
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15 |
Limitations on Private or Limited Offerings |
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15 |
GIFTS AND ENTERTAINMENT |
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16 |
General Policy |
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16 |
Specific Policy |
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16 |
PROTECTING THE CONFIDENTIALITY OF CLIENT INFORMATION |
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18 |
Confidential Information |
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18 |
Non-Disclosure Of Confidential Client Information |
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18 |
Employee Responsibilities |
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18 |
Security Of Confidential Personal Information |
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19 |
Privacy Policy |
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19 |
Enforcement and Review of Confidentiality and Privacy Policies |
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20 |
Service as a Director |
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20 |
COMPLIANCE PROCEDURES |
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21 |
Reporting Requirements |
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21 |
Initial Holdings Report |
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21 |
Annual Holdings Report |
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21 |
Quarterly Transaction Reports |
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21 |
Exempt Transactions |
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22 |
Monitoring and Review of Personal Securities Transactions |
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22 |
CERTIFICATION |
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23 |
Initial Certification |
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23 |
Acknowledgement of Amendments |
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23 |
Annual Certification |
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23 |
Further Information |
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23 |
Records |
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23 |
Reporting Violations and Sanctions |
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24 |
2
Aristos Capital Management, LLC
Code of Ethics April 2009
STATEMENT OF GENERAL POLICY
This Code of Ethics (Code) has been adopted by Aristos Capital Management LLC (Aristos or the Firm) and is designed to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (Advisers Act).
This Code establishes rules of conduct for all employees and principals (the Employee or Employees) of Aristos and is designed to among other things govern personal securities trading activities in the accounts of employees. The Code is based upon the principle that Aristos and its Employees owe a fiduciary duty to Aristoss clients to conduct the Firms affairs, including personal securities transactions of Employees, in such a manner as to avoid
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(i) |
serving their own personal interests ahead of clients, |
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(ii) |
taking inappropriate advantage of their position with the firm, and |
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(iii) |
any actual or potential conflicts of interest or any abuse of their position of trust and responsibility. |
The Code is designed to ensure that Aristos maintains a high ethical standard. The purpose of the Code is to preclude activities which may lead to or give the appearance of conflicts of interest, insider trading and other forms of prohibited or unethical business conduct. The name and reputation of the Firm will be a direct reflection of the conduct of each Employee.
Pursuant to Section 206 of the Advisers Act, both Aristos and its Employees are prohibited from engaging in fraudulent, deceptive or manipulative conduct. Compliance with this section involves more than acting with honesty and good faith alone. It means that the Aristos has an affirmative duty of utmost good faith to act solely in the best interest of its clients.
Aristos and its employees are subject to the following specific fiduciary obligations when dealing with clients:
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(i) |
The duty to have a reasonable, independent basis for the investment advice provided; |
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(ii) |
The duty to obtain best execution for a clients transactions where the Firm is in a position to direct brokerage transactions for the client; |
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(iii) |
The duty to ensure that investment advice is suitable to meeting the clients individual objectives, needs and circumstances; and |
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(iv) |
A duty to be loyal to clients. |
In meeting its fiduciary responsibilities to its clients, Aristos expects every employee to demonstrate the highest standards of ethical conduct for continued employment with
3
Aristos Capital Management, LLC
Code of Ethics April 2009
the Firm. Strict compliance with the provisions of the Code shall be considered a basic condition of employment with Aristos. The Firm intends to create and foster a reputation for fair and honest dealing with its clients. As such the Firm will implement the necessary policies to ensure that its reputation is not damaged as the result of even a single securities transaction being considered questionable in light of the fiduciary duty owed to its clients. Employees are urged to seek the advice of Aristoss designated Chief Compliance Officer (CCO), Lloyd Jagai, with any questions about the Code or the application of the Code to their individual circumstances. Employees should also understand that a material breach of the provisions of the Code may constitute grounds for disciplinary action, including termination of employment with the Firm.
The provisions of the Code are not all-inclusive rather, they are intended as a guide for Employees of Aristos in their conduct. In those situations where an Employee may be uncertain as to the intent or purpose of the Code, they are advised to consult with the Firms CCO. The Firms CCO may grant exceptions to certain provisions contained in the Code only in those situations when it is clear beyond dispute that the interests of our clients will not be adversely affected or compromised. All questions arising in connection with personal securities trading should be resolved in favor of the client even at the expense of the interests of employees.
The Firms CCO will periodically report to the Managers of Aristos to document compliance with this Code.
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Code of Ethics April 2009
CATEGORIZATION
For the purposes of this Code, the following definitions shall apply:
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A) |
Access person means any supervised person who: has access to nonpublic information regarding any clients purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any fund or its control affiliates manage; or is involved in making securities recommendations to clients that are nonpublic. Based on the size and operations of our firm, we will treat all Supervised Persons as Access Persons. |
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B) |
Account means accounts of any employee and includes accounts of the employees immediate family members (any relative by blood or marriage living in the employees household), and any account in which he or she has a direct or indirect beneficial interest, such as trusts and custodial accounts or other accounts in which the employee has a beneficial interest or exercises investment discretion. |
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C) |
Beneficial ownership shall be interpreted in the same manner as it would be under Rule 16a-1(a) (2) under the Securities Exchange Act of 1934 in determining whether a person is the beneficial owner of a security for purposes of Section 16 of such Act and the rules and regulations thereunder. |
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D) |
Reportable security means any security as defined in Section 202(a)(18) of the Advisers Act, except that it does not include: |
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Transactions and holdings in direct obligations of the Government of the United States; |
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Bankers acceptances, bank certificates of deposit, commercial paper and other high quality short-term debt instruments, including repurchase agreements; |
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Shares issued by money market funds; |
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Transactions and holdings in shares of other types of open-end registered mutual funds, unless Aristos or an affiliate acts as the investment adviser to the fund; and |
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Transactions in units of a unit investment trust if the unit investment trust is invested exclusively in mutual funds, unless Aristos or an affiliate acts as the investment adviser to the fund. |
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E) |
Supervised Person means directors, members, officers and partners of Aristos (or other persons occupying a similar status or performing similar functions); employees of Aristos; and any other person who provides advice on behalf of Aristos and is subject to Aristoss supervision and control. |
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STANDARDS OF BUSINESS CONDUCT
Aristos Capital Management will place the highest priority on maintaining its reputation for integrity and professionalism. That reputation is a vital business asset. The confidence and trust placed in our Firm and our Employees by our Clients is something we value and will endeavor to protect. The following Standards of Business Conduct sets forth policies and procedures to achieve these goals.
This Code is intended to comply with the various provisions of the Advisers Act and also requires that all Supervised Persons comply with the various applicable provisions of the Investment Company Act of 1940, as amended, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and applicable rules and regulations adopted by the Securities and Exchange Commission (SEC).
Section 204A of the Advisers Act requires the establishment and enforcement of policies and procedures reasonably designed to prevent the misuse of material, nonpublic information by investment advisers. Such policies and procedures are contained in this Code. The Code also contains policies and procedures with respect to personal securities transactions of all Aristos Capital Managements Access Persons as defined herein. These procedures cover transactions in a reportable security in which an Access Person has a beneficial interest in or accounts over which the Access Person exercises control as well as transactions by members of the Access Persons immediate family.
Section 206 of the Advisers Act makes it unlawful for Aristos Capital Management or its agents or employees to employ any device, scheme or artifice to defraud any client or prospective client, or to engage in fraudulent, deceptive or manipulative practices. This Code contains provisions that prohibit these and other enumerated activities and that are reasonably designed to detect and prevent violations of the Code, the Advisers Act and rules thereunder.
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PROHIBITION AGAINST INSIDER TRADING
General Provision
Trading securities while in possession of material,
nonpublic information, or improperly communicating that information to others
may expose supervised persons and Aristos Capital Management to stringent
penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten
years imprisonment. The SEC can recover the profits gained or losses avoided
through the illegal trading, impose a penalty of up to three times the illicit windfall,
and or issue an order permanently barring individuals or Firms from the
securities industry. Finally, Supervised Persons and Aristos may be sued by
investors seeking to recover damages for insider trading violations.
The rules contained in this Code apply to securities trading and information handling by Supervised Persons of Aristos and their immediate family members.
The law of insider trading is unsettled and continuously developing. An individual legitimately may be uncertain about the application of the rules contained in this Code in a particular circumstance. Often, a single question can avoid disciplinary action or complex legal problems. You must notify the Firms CCO immediately if you have any reason to believe that a violation of this Code has occurred or is about to occur.
General Policies
No Supervised Person may trade, either personally or
on behalf of others including Clients accounts managed by Aristos, while in
the possession of material, nonpublic information, nor may any personnel of
Aristos communicate material, nonpublic information to others in violation of
the law.
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What is Material Information? |
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Information is material where there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this includes any information the disclosure of which will have a substantial effect on the price of a companys securities. No simple test exists to determine when information is material; assessments of materiality involve a highly fact-specific inquiry. For this reason, you should direct any questions about whether information is material to the Firms CCO. |
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Material information often relates to a companys results and operations, including, for example, dividend changes, earnings results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments. |
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Material information also may relate to the market for a companys securities. Information about a significant order to purchase or sell securities may, in some contexts, be material. Prepublication information regarding reports in the financial press also may be material. For example, the United States Supreme Court upheld the criminal convictions of insider trading defendants who capitalized on prepublication information about The Wall Street Journals Heard on the Street column. |
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You should also be aware of the SECs position that the term material nonpublic information relates not only to issuers but also to Aristoss securities recommendations and client securities holdings and transactions. |
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2. What is Nonpublic Information? |
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Information is public when it has been disseminated broadly to investors in the marketplace. For example, information is public after it has become available to the general public through a public filing with the SEC or some other government agency, the Dow Jones tape or The Wall Street Journal or some other publication of general circulation and after sufficient time has passed so that the information has been disseminated widely. |
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3. Identifying Inside Information |
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Before executing any trade for yourself or others, including investment funds or private accounts managed by Aristos Capital Management (Client Accounts), you must determine whether you have access to material, nonpublic information. If you think that you might have access to material, nonpublic information, you should take the following steps: |
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Report the information and proposed trade immediately to the Firms CCO. |
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Do not purchase or sell the securities on behalf of yourself or others, including investment funds or private accounts managed by the firm. |
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Do not communicate the information inside or outside the firm, other than to the CCO. |
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After the CCO has reviewed the issue, the firm will determine whether the information is material and nonpublic and, if so, what action the firm will take. |
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You should consult with the CCO before taking any action. This degree of caution will protect you, our clients, and the firm. |
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4. Contacts with Public Companies |
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Contacts with public companies may represent an important part of our research efforts. The firm may make investment decisions on the basis of conclusions formed through such contacts and analysis of publicly available information. Difficult legal issues arise, however, when, in the course of these contacts, a Supervised Person of Aristos or other person subject to this Code becomes aware of material, nonpublic information. This could happen, for example, if a companys executive prematurely discloses quarterly results to an analyst, or an investor relations representative makes selective disclosure of adverse news to a handful of investors. In such situations, Aristos must make a judgment as to its further conduct. To protect yourself, your clients and the firm, you should contact the Firms CCO immediately if you believe that you may have received material, nonpublic information. |
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5. Tender Offers |
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Tender offers represent a particular concern in the law of insider trading for two reasons. First, tender offer activity often produces extraordinary gyrations in the price of the target companys securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule which expressly forbids trading and tipping while in the possession of material, nonpublic information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either. Supervised Persons of Aristos and others subject to this Code should exercise extreme caution any time they become aware of nonpublic information relating to a tender offer. |
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6. Restricted/Watch Lists |
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Although Aristos does not typically receive confidential information from portfolio companies, it may, if it receives such information take appropriate procedures to establish restricted or watch lists in certain securities. |
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The Firms CCO may place certain securities on a restricted list. Access persons are prohibited from personally, or on behalf of an advisory account, purchasing or selling securities during any period they are listed. Securities issued by companies about which a number of supervised persons are expected to regularly have material, nonpublic information should generally be placed on the restricted list. The Firms CCO shall take steps to immediately inform all Supervised Persons of the securities listed on the restricted list. |
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The Firms CCO may place certain securities on a watch list. Securities issued by companies about which a limited number of Supervised Persons possess material, nonpublic information should generally be placed on the watch list. The list will be disclosed only to the Firms CCO and a limited number of other persons who are deemed necessary recipients of the list because of their roles in compliance. |
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PERSONAL SECURITIES TRANSACTIONS |
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General Policy |
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Aristos Capital Management has adopted the following principles governing personal investment activities by Aristoss Supervised Persons: |
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The interests of client accounts will at all times be placed first; |
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All personal securities transactions will be conducted in such manner as to avoid any actual or potential conflict of interest or any abuse of an individuals position of trust and responsibility; and |
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Access Persons must not take inappropriate advantage of their positions. |
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Personal Security Transactions |
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No person shall knowingly take advantage of a corporate opportunity of the Firm or Client for personal benefit, or take action inconsistent with such persons obligations to the Firm or Clients. All personal securities transactions must be consistent with this Code of Ethics and must avoid any actual or potential conflict of interest or any abuse of any persons position of trust and responsibility. The following rules apply to all accounts in which a person has a beneficial interest: |
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(a) |
All Persons: |
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No person shall purchase or sell any security which such person knows that the Firm either is purchasing or selling, or is considering for purchase or sale, for one or more Clients. |
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(2) |
No person shall knowingly purchase or sell a security during any period when there is an open order for the purchase or sale of that security by a Client and, subject to sub-paragraph (f) below, for seven days after such order has been executed or cancelled. |
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(3) |
No person shall purchase any securities in an initial public offering. |
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(b) |
Portfolio Managers: In addition to (a) above, no portfolio manager may buy or sell a security within seven days before or after, subject to sub-paragraph (f) below, a portfolio that he or she manages trades in the security, with the exception of the S&P 500 futures or options or other index futures and options when there are no purchases or sales orders for Clients entered or intended to be entered on any trading day. |
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Code of Ethics April 2009 |
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(c) |
Related Instruments: When anything in this paragraph 8 prohibits the purchase or sale of a security, it also prohibits the purchase or sale of any related securities, such as puts, calls, other options or rights in such securities. |
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(d) |
Disgorgement: |
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Any person who trades in violation of this paragraph 8 must unwind the trade or disgorge the profits. |
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Exceptions: |
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Under unusual circumstances, such as a personal financial emergency, employee stock ownership plans, stock option plans and certain personal trusts, or when it is clear that no conflict of interest or other breach of duty is involved, application for an exception may be made to the CCO of the Adviser which application may be granted or denied. To request consideration of an exception, submit a written request containing the details of your circumstances, reasons for the exception and the exception requested. The request should be sent to the CCO of the Adviser. |
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(2) |
The clearance and reporting provisions of this chapter shall not apply to transactions by or for any Client; ownership by the Firm or an Affiliate of the Firm of a qualifying interest in a Client (such as shares of a Fund) shall not disqualify the Client from this exception. |
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(f) |
A person who wishes to purchase or sell a security that the Firm is purchasing or selling for a Client, and who is prohibited from executing such transaction by this Section, may request pre-clearance to execute such transaction once the portfolio manager responsible for the Client transactions confirms to the CCO by a time stamped writing, that all transactions in the subject security have been completed for all Clients, and a transaction may be effected pursuant to this procedure notwithstanding the fact that a Client transaction has occurred within the preceding seven day period. |
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(1) For the purposes of approving transactions pursuant to this paragraph (f), the CCO may deem all transactions in a security for Clients to be completed if the only factor which may result in further transactions in such security will be the unanticipated addition of funds to, or removal of funds from, a Client account. |
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(2) For the purpose of approving a transaction pursuant to this paragraph (f), a receipt of funds will not be deemed to be anticipated merely because the Firm is aware in general terms of the fact that additional subscriptions to an investment company or deposits to a client account occur on a continuing basis, so long as the CCO reviews the terms of each transaction effected pursuant to a waiver granted under this paragraph (f) and confirms that: |
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(i) the transaction for which relief is requested is proposed to be effected for the purpose of causing the holdings of the affiliated person to conform more closely to the model portfolio used to manage that account and other Client accounts seeking comparable results, and |
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(ii) the value of the transaction authorized by the waiver is de minimus relative to the market capitalization and trading volume of the security for which the waiver is requested. |
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(g) |
When an employee places a personal securities transaction in shares of an open-end investment company, the employee shall not knowingly request, direct, or authorize the transaction to be placed or executed at any price that is not consistent with the laws and regulations governing pricing of such transactions. An employee shall not place any transaction intended to benefit from short-term trading of any open-end investment company security if such transaction is not consistent with the publicly disclosed policies and practices announced by that investment company, and shall never engage in such a practice in any fund with which the Firm is affiliated. |
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Procedures |
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Each person must follow these procedures for all securities or accounts in which he or she has a beneficial interest: |
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Preclearance: |
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Each person shall pre-clear trades in common and preferred stocks, convertible securities, bonds, notes, bills, debentures, puts, calls, index securities, securities based futures contracts, open-end and closed-end funds. |
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Code of Ethics April 2009 |
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(2) |
Each person who wishes to purchase or sell a security must verify with a Portfolio Manager that the trade is not prohibited. If the trade is not prohibited, such preclearance is valid only for that day. If the trade is prohibited, such person may make subsequent inquiries to determine when the trade is no longer prohibited. Even if a trade is pre-cleared, it is still a persons responsibility to ensure that such persons trading activity is in compliance with this Code of Ethics and all securities laws. |
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(3) |
The placement of a limit order (a request that your broker buy or sell at a given price) must be done in conformity with the above pre-clearance procedures. Once a limit order has been cleared for execution, it must be entered on that day. Once a limit order trade has been placed, you may remove or cancel the limit order only after determining through the pre-clearance procedure that the placement of an order for the subject security would be otherwise permissible on that day. The ministerial execution of an approved limit order is deemed to be a non-volitional transaction under this section. |
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(b) |
Reports - All Persons: |
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Securities positions: Each person shall report to the CCO of the Firm all purchases or sales of any security in which such person has, or by virtue of such transaction acquires, any beneficial interest. |
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(2) |
Form of Report: All such reports shall be in writing, shall be made within ten days after the close of the quarter in which such purchase or sale was effected, and shall set forth the title of the security, the date and nature of the transaction, the number or amount of securities involved, the purchase or sale price, the broker/dealer or bank through whom the transaction was effected and. the extent of such persons interest in the transaction. |
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(2) |
Broker confirms and statements: Each person should provide to the CCO of the Firm all securities or commodities brokerage accounts in which that person has a beneficial interest. Before opening a brokerage account, each person should submit a completed Securities and Commodities Brokerage Account Report to the CCO of the adviser and should receive a letter approving the opening of the account. Each person should cause to be provided |
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Code of Ethics April 2009 |
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on a timely basis duplicate confirmations of all trades referred to in this section and copies of periodic statements for all securities accounts in which that person has a beneficial interest. Such Securities and Commodities Brokerage Account Reports, duplicate confirmations and periodic statements should be directed to the CCO of the Firm. |
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(c) |
Reports - Investment Department Personnel and Access Persons: |
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All investment department personnel and access persons also should disclose in writing to the CCO of the Firm all personal securities holdings upon commencement of employment and thereafter on an annual basis. Such annual holdings report should be made no later than thirty (30) days after the end of each calendar year and should be of a date not more than thirty (30) days before the report is submitted. |
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(d) |
Exceptions: |
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This section shall not apply to (i) non-volitional purchases and sales, such as dividend reinvestment programs, ministerial execution of approved limit orders, or calls or redemptions of securities, or (ii) transactions involving U.S. Government securities, bankers acceptances, bank certificates of deposit, or commercial paper. |
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Initial Public Offerings |
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No Access Person shall acquire any beneficial ownership in any securities in an Initial Public Offering for his or her personal account. |
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Limitations on Private or Limited Offerings |
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No access person shall acquire beneficial ownership of any securities in a limited offering or private placement. |
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Code of Ethics April 2009 |
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GIFTS AND ENTERTAINMENT |
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Giving, receiving or soliciting gifts in a business setting may create an appearance of impropriety or may raise a potential conflict of interest. Aristos has adopted the policies set forth below to guide access persons in this area. |
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General Policy |
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Aristoss policy with respect to gifts and entertainment is as follows: |
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(i) |
Giving, receiving or soliciting gifts in a business may give rise to an appearance of impropriety or may raise a potential conflict of interest; |
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Access Persons should not accept or provide any gifts or favors that might influence the decisions you or the recipient must make in business transactions involving Aristos, or that others might reasonably believe would influence those decisions; |
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Modest gifts and favors, which would not be regarded by others as improper, may be accepted or given on an occasional basis. Entertainment that satisfies these requirements and conforms to generally accepted business practices also is permissible; |
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Where there is a law or rule that applies to the conduct of a particular business or the acceptance of gifts of even nominal value, the law or rule must be followed. |
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Specific Policy |
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Employees may give or accept gifts to or from a single giver so long as their aggregate annual value does not exceed $100, and you may attend business meals, sporting events and other entertainment events at the expense of a giver (or at your expense for another), so long as the expense is reasonable, both you and the giver are present, and the events are not excessively frequent. The acceptance or giving of tickets to any event where the giver does not attend is considered a gift subject to the $100 limit rather than a business meal or other entertainment event. Examples of events considered to be an unreasonable expense would be World Series or Super Bowl tickets, and vacation trips. You may never accept or give cash or a cash equivalent (e.g., gift cards, gift certificates) or preferential discounts on services or products. Any gifts exceeding $100 received by an employee should be forwarded to the CCO. Exceptions to the gift limit may be made by the CCO. Employees may request exceptions for personal circumstances in which the Employee has a personal relationship with a third party, such as providing personal gifts as wedding gifts, or gifts for the birth of a child. Employees are prohibited from giving or providing any gift, including a personal gift, to any official of a Public Fund without the express prior approval of the CCO. |
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Reporting Requirements |
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All gifts, business meals, sporting events and other entertainment events must be reported to the CCO either in writing or via email if the value is reasonably judged to exceed $100. Reporting must include the name(s) of the giver or attendee(s), the date, the organization of the giver or attendee, a description of the gift or event, and the value or estimated value of the gift or event. |
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This gift reporting requirement is for the purpose of helping Aristos monitor the activities of its employees. However, the reporting of a gift does not relieve any Access Person from the obligations and policies set forth in this Section or anywhere else in this Code. If you have any questions or concerns about the appropriateness of any gift, please discuss it with the Firms CCO. |
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Code of Ethics April 2009 |
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PROTECTING THE CONFIDENTIALITY OF CLIENT INFORMATION |
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Confidential Information |
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In the course of investment advisory activities of Aristos Capital Management, the firm may gain access to nonpublic information about its Clients. Such information may include a persons status as a Client, personal financial and account information, the allocation of assets, the composition of investments in any Clients portfolio, information relating to services performed for or transactions entered into on behalf of Clients, advice provided by Aristos to Clients, and data or analyses derived from such non-public personal information (collectively referred to as Confidential Client Information). All Confidential Client Information, whether relating to Aristos current or former clients, is subject to the Codes policies and procedures. Any doubts about the confidentiality of information must be resolved in favor of confidentiality. |
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Non-Disclosure Of Confidential Client Information |
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All information regarding Aristos clients is confidential. Information may only be disclosed when the disclosure is consistent with the firms policy and the clients direction. Aristos does not share Confidential Client Information with any third parties, except in the following circumstances: |
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(i) |
As necessary to provide service that the client requested or authorized, or to maintain and service the clients account. Aristos will require that any financial intermediary, agent or other service provider utilized by Aristos (such as broker-dealers or sub-advisers) comply with substantially similar standards for non-disclosure and protection of Confidential Client Information and use the information provided by Aristos only for the performance of the specific service requested by Aristos; |
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As required by regulatory authorities or law enforcement officials who have jurisdiction over Aristos, or as otherwise required by any applicable law. In the event Aristos is compelled to disclose Confidential Client Information, the firm shall provide prompt notice to the clients affected, so that the clients may seek a protective order or other appropriate remedy. If no protective order or other appropriate remedy is obtained, Aristos shall disclose only such information, and only in such detail, as is legally required; |
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To the extent reasonably necessary to prevent fraud, unauthorized transactions or liability. |
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Employee Responsibilities |
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All Access Persons are prohibited, either during or after the termination of their employment with Aristos, from disclosing Confidential Client Information to any |
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person or entity outside the firm, including family members, except under the circumstances described above. An Access Person is permitted to disclose Confidential Client Information only to such other Access Persons who need to have access to such information to deliver the Aristoss services to the client. Access Persons are also prohibited from making unauthorized copies of any documents or files containing Confidential Client Information and, upon termination of their employment with Aristos, must return all such documents to Aristos. Any supervised person who violates the non-disclosure policy described above will be subject to disciplinary action, including possible termination, whether or not he or she benefited from the disclosed information. |
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Security Of Confidential Personal Information |
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Aristos enforces the following policies and procedures to protect the security of Confidential Client Information: |
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(i) |
The Firm restricts access to Confidential Client Information to those access persons who need to know such information to provide Aristoss services to clients; |
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(ii) |
Any Access Person who is authorized to have access to Confidential Client Information in connection with the performance of such persons duties and responsibilities is required to keep such information in a secure compartment, file or receptacle on a daily basis as of the close of each business day; |
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(iii) |
All electronic or computer files containing any Confidential Client Information shall be password secured and firewall protected from access by unauthorized persons; |
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Any conversations involving Confidential Client Information, if appropriate at all, must be conducted by Access Persons in private, and care must be taken to avoid any unauthorized persons overhearing or intercepting such conversations. |
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Privacy Policy |
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Aristos and its Employees including Supervised Persons, must comply with SEC Regulation S-P, which requires investment advisers to adopt policies and procedures to protect the nonpublic personal information of natural person clients. Nonpublic information under Regulation S-P, includes personally identifiable financial information and any list, description, or grouping that is derived from personally identifiable financial information. Personally identifiable financial information is defined to include information supplied by individual clients, information resulting from transactions, any information obtained in providing products or services. Pursuant to Regulation S-P Aristos has adopted policies and procedures to safeguard the information of natural person clients. |
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Aristos Capital Management, LLC
Code of Ethics April 2009
Enforcement and Review of Confidentiality and
Privacy Policies
The Firms CCO is responsible for reviewing,
maintaining and enforcing Aristoss confidentiality and privacy policies and is
also responsible for conducting appropriate employee training to ensure
adherence to these policies. Any exceptions to this policy will require the
written approval of the Firms CCO.
Service as a Director
No Access Person shall serve on the board of directors
of any publicly traded company without prior authorization by the CCO based
upon a determination that such board service would be inconsistent with the
interest of Aristoss clients. Where board service is approved Aristos shall
implement the appropriate procedure to isolate such person from making
decisions relating to the companys securities.
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Aristos Capital Management, LLC
Code of Ethics April 2009
COMPLIANCE PROCEDURES
Reporting Requirements
Every Access Person shall provide initial and annual
holdings reports and quarterly transaction reports to the Firms CCO which must
contain the information described below.
Initial Holdings Report
Every Access Person shall, no later than ten (10) days
after the person becomes an access person, file an initial holdings report
containing the following information:
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(i) |
The title and exchange ticker symbol or CUSIP number, type of security, number of shares and principal amount (if applicable) of each reportable security in which the access person had any direct or indirect beneficial interest ownership when the person becomes an access person; |
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(ii) |
The name of any broker, dealer or bank, account name, number and location with whom the access person maintained an account in which any securities were held for the direct or indirect benefit of the access person; and |
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(iii) |
The date that the report is submitted by the access person. The information submitted must be current as of a date no more than forty-five (45) days before the person became an access person. |
Annual Holdings Report
Every Access Person shall, no later than January 30
each year, file an annual holdings report containing the same information
required in the initial holdings report as described above. The information
submitted must be current as of a date no more than forty-five (45) days before
the annual report is submitted.
Quarterly Transaction Reports
Every Access Person must, no later than thirty (30)
days after the end of each calendar quarter, file a quarterly transaction report
containing the following information:
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(i) |
With respect to any transaction during the quarter in a reportable security in which the access persons had any direct or indirect beneficial ownership: |
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a. |
The date of the transaction, the title and exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares and the principal amount (if applicable) of each covered security; |
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b. |
The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); |
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Aristos Capital Management, LLC
Code of Ethics April 2009
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c. |
The price of the reportable security at which the transaction was effected; |
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The name of the broker, dealer or bank with or through whom the transaction was effected; and |
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The date the report is submitted by the access person. |
Exempt Transactions
An access person need not submit a report with respect
to:
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(i) |
Transactions effected for, securities held in, any account over which the person has no direct or indirect influence or control; |
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(ii) |
Transactions effected pursuant to an automatic investment plan; |
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(iii) |
A quarterly transaction report if the report would duplicate information contained in securities transaction confirmations or brokerage account statements that Aristos Capital Management holds in its records so long as the firm receives the confirmations or statements no later than 30 days after the end of the applicable calendar quarter; |
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(iv) |
Any transaction or holding report if Aristos Capital Management has only one access person, so long as the firm maintains records of the information otherwise required to be reported. |
Monitoring and Review of Personal Securities
Transactions
The Firms CCO will monitor and review all reports
required under the Code for compliance with Aristos policies regarding personal
securities transactions and applicable SEC rules and regulations. The Firms
CCO may also initiate inquiries of access persons regarding personal securities
trading.
Access Persons are required to cooperate with such inquiries and any monitoring or review procedures employed Aristos. Any transactions for any accounts of the CCO will be reviewed and approved by the Managers. The Firms CCO shall at least annually identify all access persons who are required to file reports pursuant to the Code and will inform such Access Persons of their reporting obligations.
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Aristos Capital Management, LLC
Code of Ethics April 2009
CERTIFICATION
Initial Certification
All supervised persons will be provided with a copy of
the Code and must initially certify in writing to the CCO that they have:
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(i) |
received a copy of the Code; |
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read and understand all provisions of the Code; |
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agreed to abide by the Code; and |
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reported all account holdings as required by the Code. |
Acknowledgement of Amendments
All supervised persons shall receive any amendments to
the Code and must certify to the CCO in writing that they have:
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received a copy of the amendment; |
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read and understood the amendment; |
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and agreed to abide by the Code as amended. |
Annual Certification
All supervised persons must annually certify in
writing to the CCO that they have:
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read and understood all provisions of the Code; |
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complied with all requirements of the Code; and |
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submitted all holdings and transaction reports as required by the Code. |
Further Information
Supervised persons should contact the CCO regarding
any inquiries pertaining to the Code or the policies established herein.
Records
The CCO shall maintain and cause to be maintained in a
readily accessible place the following records:
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(i) |
A copy of any code of ethics adopted by the firm pursuant to Advisers Act Rule 204A-1 which is or has been in effect during the past five years; |
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A record of any violation of Aristoss Code and any action that was taken as a result of such violation for a period of five years from the end of the fiscal year in which the violation occurred; |
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A record of all written acknowledgements of receipt of the Code and amendments thereto for each person who is currently, or within the past five years was, an access person which shall be retained for five years after the individual ceases to be an access person of Aristos; |
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Aristos Capital Management, LLC
Code of Ethics April 2009
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(iv) |
A copy of each report made pursuant to Advisers Act Rule 204A-1, including any brokerage confirmations and account statements made in lieu of these reports; |
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A list of all persons who are, or within the preceding five years have been, access persons; |
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A record of any decision and reasons supporting such decision to approve an access persons acquisition of securities in IPOs and limited offerings within the past five years after the end of the fiscal year in which such approval is granted. |
Reporting Violations and Sanctions
All Supervised Persons shall promptly report to the
CCO all apparent violations of the Code. Any retaliation for the reporting of a
violation under this Code will constitute a violation of the Code. The CCO
shall promptly report to senior management all apparent material violations of
the Code. When the CCO finds that a violation otherwise reportable to senior management
could not be reasonably found to have resulted in a fraud, deceit, or a
manipulative practice in violation of Section 206 of the Advisers Act, he or
she may, in his or her discretion, submit a written memorandum of such finding
and the reasons therefore to a reporting file created for this purpose in lieu
of reporting the matter to senior management.
The CCO and Managers shall consider reports made to it hereunder and shall determine whether or not the Code has been violated and what sanctions, if any, should be imposed. Possible sanctions may include reprimands, monetary fine or assessment, or suspension or termination of the employees employment with the firm.
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Exhibit (p)(6)
INTRODUCTION
This Statement of Policies and Procedures (this Statement) addresses the responsibilities of the Employees of Primary Funds, LLC concerning applicable regulatory, compliance and operational issues. The Statement does not attempt to describe every requirement relating to these activities, but summarizes some of those issues and establishes general policies and procedures that apply to all Employees.
The Firm and its Employees have a fiduciary duty to the Firms clients and are required to maintain the highest ethical standards and to comply with all applicable federal and state securities laws. Employees must report any violations of this Statement promptly to the CCO.
If you violate any provision contained in this Statement, you may be subject to discipline or sanctions by the Firm at the Firms sole discretion, including fines, dismissal, suspension without pay, loss of pay or bonus, loss of severance benefits, demotion or other sanctions, whether or not the violation also constitutes a violation of law. Furthermore, the Firm may initiate or cooperate in civil or criminal proceedings against any Employee relating to or arising from any such violation.
This Introduction and Parts I, II and III of this Statement (Personal Securities Transactions, Code of Employee Conduct and Insider Trading) constitute the Firms code of ethics pursuant to Rule 204A-1 under the Advisers Act.
The Firm and its Employees shall be required to follow this Statement as of the date it first becomes effective. For example, any provision in Part VII (Recordkeeping Requirements) that requires the Firm to maintain specific records generated prior to the Statements original effective date shall only apply with respect to those records generated after the Statements effective date.
A. General Procedures . The Firm will provide each Employee with a copy of this Statement and any amendments. When each Employee receives this Statement, he or she must sign a Certificate of Receipt, in the form attached as Exhibit A. The Certificate acknowledges that the Employee has received and understands this Statement (as amended) and includes the Employees agreement to comply with it. At the same time, each new Employee also must complete an Employee Questionnaire in the form attached as Exhibit E. Thereafter, each Employee immediately must notify the CCO if any of the information in his or her Employee Questionnaire becomes inaccurate in any respect.
No later than 10 days after becoming an Employee or receiving this Statement (if the Employee has not received a previous version of the Statement), such Employee must disclose on a Holdings Report in the form attached as Exhibit B, all of his or her, and his or her Family Members, Proprietary Accounts and list all securities in which the Employee or any of his or her Family Members has any Beneficial Ownership. The Employee must also obtain, on a Personal Trading Request, in the form attached as Exhibit D, prior approval of all personal securities transactions from the CCO.
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Statement of Policies and Procedures - Page 1 |
Exhibit (p)(6)
Quarterly, each Employee must sign a Certificate of Compliance, in the form attached as Exhibit C, certifying that he or she has complied in all respects with this Statement and updating any information that is not current or complete.
B. Chief Compliance Officer . Employees who have questions about this Statement should contact Christopher J. Moshy (or his designated substitute or successor) (the CCO). The CCO is competent and knowledgeable regarding the Advisers Act and has full responsibility and authority to enforce and further develop this Statement.
C. Mandatory Reporting of Violations . Employees must report promptly any violation of this Statement to the CCO. Reports may be anonymous. Neither the Firm nor any Employee may retaliate against anyone who makes such a report. Any such retaliation is grounds for discipline or sanction, including immediate dismissal.
D. Annual Review . The Firms managers, its executive officers and the CCO review this Statement annually to determine its adequacy and the effectiveness of its implementation. The review considers any compliance matters that arose during the previous year, any changes in the Firms or its affiliates activities and any changes in the Advisers Act or applicable regulations. The Firm may conduct interim reviews to respond to significant compliance events, changes in business arrangements and regulatory developments.
E. Definitions . To make it easier to review and understand these policies and procedures, some terms are defined below:
Advisers Act means the Investment Advisers Act of 1940, as amended.
Beneficial Ownership of a security by a person means the person:
1. Directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares with any other person (a) any pecuniary, financial or other interest in that security, (b) voting power, which includes the power to vote, or to direct the voting of, that security, or (c) investment power, which includes the power to dispose, or to direct the disposition, of that security; or
2. Provides any investment advice regarding that security; or
3. Has the right to acquire that security within sixty days, through (a) the exercise of any option, warrant or right, (b) the conversion of a security, (c) the exercise of the power to revoke a trust, discretionary account or similar arrangement, (d) the automatic termination of a trust, discretionary account or similar arrangement, or (e) any other means. Any person who, directly or indirectly, creates or uses a trust, proxy, power of attorney, pooling arrangement or any other contract, arrangement or device with the purpose or effect of divesting that person of Beneficial Ownership of a security as part of a plan or scheme to avoid Beneficial Ownership of that security is nevertheless deemed to have Beneficial Ownership of that security.
Client Account means any client or Investment Fund as to which or for whom the Firm provides investment advisory services. Consistent with this definition, Client Account includes a proprietary investment or trading account maintained by the Firm or its Employees or
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Statement of Policies and Procedures - Page 2 |
Exhibit (p)(6)
their Family Members if the Firm acts as the investment adviser to that account. If the Firm does not act as such, then that account is a Proprietary Account.
CCO means Christopher J. Moshy (or his designated substitute or successor).
Employee means each person who is an employee, officer or manager of the Firm, and any other person whom the CCO notifies will be subject to this Statement (including, for example, the Firms independent service providers (such as information technology personnel or other frequent service providers with access to the Firms trading and client information)).
Exchange Act means the Securities Exchange Act of 1934, as amended.
Family Members of an Employee, means his or her spouse, minor children and any relative or other person living with him or her and any other person to whom he or she contributes support.
Firm means Primary Funds, LLC and each of its affiliates that is engaged in the business of providing investment advisory services or serving as the general partner or manager of an Investment Fund.
FCM means futures commission merchant.
ICA means the Investment Company Act of 1940, as amended.
Insider means (except for purposes of Part III (Insider Trading), any person who directly or indirectly has Beneficial Ownership of more than 10% of any class of equity securities registered under the Exchange Act, or who is an officer or director of an issuer with a class so registered. Insider for purposes of Part III is defined therein.
Investment Fund means any U.S. or non-U.S. investment fund or pool of which the Firm or one of its affiliates serves as investment adviser, general partner or both (including any such investment fund or pool in which the only investors are the Firm, any affiliate of the Firm or any Employee), including The Primary Fund, L.P., a Delaware limited partnership.
Investor means an investor in an Investment Fund.
IPO means initial public offering.
Lead Analyst is the individual employed by Primary Funds, LLC who has primary responsibility for research and investment opinion on an investment held in an Investment Fund.
Proprietary Account means (1) a securities investment or trading account held in the name of an Employee or any of his or her Family Members, or of which that Employee or any of his or her Family Members has Beneficial Ownership, or (2) a proprietary investment or trading account maintained for the Firm or its Employees, except that the term Proprietary Account does not include any such account to which the Firm serves as investment adviser.
SEC means the U.S. Securities and Exchange Commission.
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Statement of Policies and Procedures - Page 3 |
Exhibit (p)(6)
Securities Act means the Securities Act of 1933, as amended.
Security means any investment instrument commonly viewed as a security, including any common stock, option, warrant, right to acquire securities or convertible instrument, as well as any exchange-traded fund, commodity futures contract, commodity option, swap or other derivative instrument, whether issued in a public or private offering.
Statement means this Statement of Policies and Procedures.
U.S. means the United States of America.
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Statement of Policies and Procedures - Page 4 |
Exhibit (p)(6)
Part I.
PERSONAL SECURITIES TRANSACTIONS
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A. |
Personal Trading Accounts and Reports . |
1. No later than 10 days after becoming an Employee or receiving this Statement (if the Employee has not received a previous version of the Statement), such Employee must identify to the CCO all of the Employees and the Employees Family Members Proprietary Accounts and must provide to the Firm a Holdings Report disclosing the title, type, number of shares or principal amount (as applicable), and the exchange ticker symbol or CUSIP number (as applicable) of each security in which the Employee or any of the Employees Family Members has Beneficial Ownership, whether or not in a Proprietary Account. The form of Holdings Report is attached as Exhibit B. This obligation may also be satisfied for each Proprietary Account by attaching brokerage statements of that account current as of forty-five days prior to the date the person became an Employee. The Holdings Report need not disclose shares of open-end investment companies registered under the ICA (mutual funds) that are not affiliated with the Firm (but disclosure of closed-end funds and exchange-traded funds is required), securities issued by the government of the U.S., money market instruments (e.g. bankers acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high-quality short-term debt instruments) and shares of money market funds.
2. Each Employee must advise the CCO and receive authorization before opening any new Proprietary Account.
3. Each Employee must arrange for duplicate copies of all trade confirmations and brokerage statements relating to each of his or her Proprietary Accounts to be sent promptly and directly by the brokerage firm or other financial institution where the Proprietary Account is maintained to the Firm, to the attention of the CCO. In the alternative, Employees may close all Proprietary Accounts and trade only through a Proprietary Account at the Firms primary broker if the Employee authorizes the primary broker to provide such information to the Firm.
4. For each securities trade by an Employee for which a confirmation is not available or that is not carried out through a brokerage account, such as a private securities transaction, the Employee is responsible for promptly providing the CCO with a written statement of the date, security, nature of the transaction, price, parties and brokers or FCMs involved in such trade.
5. Before arranging a personal loan with a broker, FCM, bank or other financial institution that will be collateralized by securities in a Proprietary Account, an Employee or other borrower must obtain the approval of the CCO.
6. No later than thirty days after the end of each calendar quarter, each Employee must certify to the Firm that he or she has complied with this Statement and give the Firm a report disclosing all securities in which the Employee and the Employees Family Members have any Beneficial Ownership and complete information regarding each Proprietary
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Statement of Policies and Procedures - Page 5 |
Exhibit (p)(6)
Account where such securities are held. Alternatively, the Employee may certify that all such information is in the account statements and confirmations provided to the Firm during that quarter and that as of the date of the certificate, all such information is accurate and complete. If such information is incomplete or inaccurate as of the date of the certification, the Employee must update or correct the information. The form to use for this purpose is attached as Exhibit C.
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B. |
Personal Trading Approvals . |
General Rule. No securities transactions for Proprietary Accounts may be effected without the prior written approval of the CCO. This policy applies equally to securities acquired in IPOs and private placements. The CCO must obtain the prior written approval of Timothy F. Madey (the CCOs Substitute) before effecting any transactions in the CCOs own Proprietary Accounts. The form of Personal Trading Request is attached as Exhibit D. Requests and approvals may be submitted and authorized via e-mail.
The CCO or the CCOs Substitute will notify the Employee promptly of approval or denial of clearance to trade. If an Employee receives approval to trade a security (other than an IPO or private placement), he or she must complete that trade on the same business day as that approval. If the trade is not made on that day, the Employee must request approval again.
If a securities transaction for a Proprietary Account occurs on the same day that the Firm executes a trade for a Client Account (either because of a violation of the same-day trading requirement in the prior paragraph or because the Firm decided to execute a transaction later on the same day that the CCO already had approved a securities transaction for a Proprietary Account), the Firm may require the Employee to cancel the transaction for the Proprietary Account or take other action that it deems appropriate to avoid a violation of its fiduciary duty to its clients.
Exception to Pre-Approval Requirement for Specific Types of Securities. Prior approval is not required to purchase or sell securities issued by any federal, state or local government of the U.S. or by any non-U.S. government, shares of open-end investment companies registered under the ICA (mutual funds) that are not affiliated with the Firm, broad-based exchange traded funds, money market instruments (e.g. bankers acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high-quality short-term debt instruments) and shares of money market funds. The Firm will monitor Employees investment activity levels to determine whether more stringent trade restrictions are necessary.
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C. |
Review of Personal Trading Information . |
The Firm will review all confirmations, statements and other information to monitor compliance with this Statement. The Firm reserves the right to require an Employee to reverse, cancel or freeze, at the Employees expense, any transaction or position in a security if the Firm believes such transaction or position might violate this Statement or appears improper. Except as required to enforce this Statement or to participate in any investigation concerning violations of applicable law, the Firm will keep all such information confidential.
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Statement of Policies and Procedures - Page 6 |
Exhibit (p)(6)
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D. |
Conflicts of Interest with Client Accounts . |
Employees must conduct their personal trading in a manner that does not conflict with the interests of any Client Account. Although it is not possible to list all potential conflicts of interest, each of the following acts always is prohibited:
1. Knowingly purchasing securities for Proprietary Accounts, directly or indirectly, without making a good faith determination whether those securities are appropriate for investment by a Client Account and, if they are appropriate, without equitably allocating the investment to Client Accounts first, based on such considerations as available capital and current positions, and then to Proprietary Accounts;
2. Knowingly purchasing or selling securities for Proprietary Accounts, directly or indirectly, in a way that adversely affects transactions in Client Accounts;
3. Using knowledge of securities transactions by a Client Account to profit personally, directly or indirectly, by the market effect of such transactions; and
4. Giving to any person information not generally available to the public about contemplated, proposed or current purchases or sales of securities by or for a Client Account, except to the extent necessary to effect such transactions or with the approval of the CCO.
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E. |
Principal Transactions . |
Neither the Firm nor an Employee may engage in principal transactions between a Proprietary Account and a Client Account without first obtaining the prior written approval of the CCO and the written consent of the Client Account.
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Primary Funds, LLC |
Statement of Policies and Procedures - Page 7 |
Exhibit (p)(6)
Part II.
CODE OF EMPLOYEE CONDUCT
A. Outside Activities .
All outside activities of an Employee that involve a material time commitment, provide for compensation to the Employee or involve employment, teaching assignments, lectures, publication of articles, or radio or television appearances, must be approved in advance by the CCO. Each Employee should notify the CCO immediately if the Employee is such an officer or director when he or she receives this Statement. The CCO may require full details about the outside activity, including the number of hours involved and the compensation that the Employee will receive. Before accepting an appointment as an officer or director in any business, charitable organization or non-profit organization, an Employee must obtain approval from the CCO.
B. Conflicts of Interest .
It is a violation of an Employees duty of loyalty to the Firm for that Employee, without the CCOs prior consent, to:
1. Rebate, directly or indirectly, to any person or entity any compensation received from the Firm;
2. Accept, directly or indirectly, from any person or entity, other than the Firm, compensation of any nature as a bonus, commission, fee, gratuity or other consideration in connection with any transaction on behalf of the Firm or a Client Account (for example, directing a particular transaction in exchange for any such compensation); but see Part II.H below regarding permissible gifts and entertainment where no such quid pro quo relationship exists; or
3. Beneficially own any security of, or have, directly or indirectly, any financial interest in, any other organization engaged in any securities, financial or related business, unless previously disclosed to the CCO pursuant to Part I (Personal Securities Transactions).
C. Communications .
Each Employee must ensure that communications (whether written or oral) regarding the Firm, the Investment Funds or any Client Account to Investors, clients, prospective Investors or clients and regulatory authorities are accurate. The CCO supervises the appropriate Employees and, if the CCO deems it appropriate, any third-party service provider (such as an administrator, accountant or law firm), in reviewing any account statement, offering materials, periodic letters to Investors or clients or potential Investors or clients, published prior performance and advertisements.
Primary Funds, LLC
Statement of Policies and Procedures - Page 8
Exhibit (p)(6)
D. The CAN-SPAM Act of 2003 .
The Firms periodic email reports to clients, Investors and potential clients and Investors may be deemed unsolicited commercial emails. An unsolicited commercial email is any email message, the primary purpose of which is the commercial advertisement or promotion of a commercial product or service. The following should be included in any such email messages (unless the reports are distributed solely to the Firms current clients and Investors and to others who have requested to receive such reports):
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This email may be considered an advertisement or solicitation. If you do not want to receive further emails from Primary Funds, LLC, please reply to this email and ask to be removed from our mailing list. |
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Primary Funds, LLC
300 Drakes Landing Road, Suite 205
Greenbrae, CA 94904
(415) 464-1830
E. Protection of Client Assets .
No Employee shall use client assets for his or her own purpose or benefit . Any Employee who knows or has reason to believe that another Employee has engaged in such behavior must immediately report such information to the CCO. Any Employee who accidentally receives client assets should immediately (and in any event within three business days) return such assets to the person from whom they came.
F. Confidentiality, Proprietary Data and Privacy of Personal Information .
1. Proprietary Data; Confidentiality . Any information regarding advice that the Firm furnishes to Client Accounts, the Firms recommendations and analyses and other proprietary data or information about the Firm or Client Accounts (including client and Investor identity and personal information) is strictly confidential and may not be revealed to third parties, except as required for Firm business. Such information is the property of the Firm. Disclosing such information to any third party, without the permission of the CCO, will subject the Employee to discipline or sanctions by the Firm at the Firms sole discretion, including fines, dismissal, suspension without pay, loss of pay or bonus, loss of severance benefits, demotion or other sanctions. This confidentiality obligation continues even after the termination of employment.
2. Privacy of Personal Information Information Security Program . It is the Firms policy to protect, through administrative, technical and physical safeguards, the security and confidentiality of financial records and other nonpublic personal information concerning Client Accounts, Investors and potential and former Client Accounts and Investors, including protecting against any anticipated threats or hazards to the security of such information and unauthorized access to or use of such information.
a. The CCO . The Firm has designated the CCO to coordinate its information security program. The CCO is responsible for (i) assessing existing risks to
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Statement of Policies and Procedures - Page 9
Exhibit (p)(6)
nonpublic personal information, (ii) developing ways to manage and control these risks, (iii) monitoring third-party service provider arrangements to ensure information security, and (iv) testing and revising the program in light of relevant changes in technology and threats to Client Account and Investor information.
b. Identifying Internal and External Risks to Information . The CCO reviews reasonably foreseeable internal and external risks to the security, confidentiality and integrity of client and Investor information, including risks relating to (i) Employee training, (ii) changes to the Firms information systems, including network and software design, information processing, storage, transmission and disposal, and (iii) procedures to detect, prevent and respond to attacks, intrusions or other system failures. The CCO assesses the likelihood and potential damage of these risks and the sufficiency of any safeguards in place to control these risks. The CCO meets periodically with Employees to review and implement the program and is available to answer questions regarding the program.
c. Information Safeguards .
Employees may not disclose the identity, affairs or investments, or other personal information, of any Client Account or Investor, potential Client Account or Investor or former Client Account or Investor to anyone outside of the Firm, except as may have been authorized by the holder of the Client Account or Investor or as may be required in servicing the Client Account or Investor (such as disclosure to a brokerage firm at which such Client Account is held) or for the business of the Firm (such as disclosure to the Firms auditors and lawyers or as required by law). Employees should direct to the CCO any questions about whether information is confidential or any disclosure is permitted. This confidentiality obligation continues even after the termination of employment.
To protect the confidentiality of the Firms confidential and proprietary information and the confidentiality of existing, former or potential Client Accounts and Investors, Employees should take the following additional security precautions:
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Except as required for Firm business, Employees may not print, photocopy, email to a personal account or otherwise duplicate any information that contains confidential and proprietary information or take any such information from the Firms offices without the prior consent of the CCO. Any physical information removed from the Firms offices or any information printed and kept at home (such as research files) must be returned to the Firm. All copies and originals of such information must be disposed of in a way that keeps the information confidential, such as shredding. (No document may be destroyed if the Firm is required to keep it as further described in Part VII below.) Employees must keep all paper copies of confidential and proprietary information that are not in use off desk tops, conference tables or any other place where such copies would be visible to persons who are not authorized to have access to such information. |
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Statement of Policies and Procedures - Page 10
Exhibit (p)(6)
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All computer drives containing confidential and proprietary information must be accessible only by the use of passwords. Employees must take precautionary measures during each day to ensure that confidential and proprietary information on those computers is not visible to persons who are not authorized to have access to such information. At the end of each day and at other times that an Employee leaves his or her terminal for an extended period of time, such Employee must either log off or electronically lock his or her computer. |
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Physical access to any non-electronic confidential and proprietary information must be limited by either locking or monitoring access to the offices and storage areas where such information is located. |
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d. Third Party Service Providers . At times, the Firm may enter into one or more agreements with third parties under which the Firm may provide confidential information to those third parties. If this occurs, the Firm will (i) use reasonable efforts to include in the relevant agreements provisions protecting confidential information to the extent required by law, (ii) take reasonable steps to select and retain service providers that can maintain appropriate safeguards for confidential information and (iii) require those service providers to implement and maintain such safeguards. Employees should direct any questions about these agreements or the disclosure of information pursuant to them to the CCO.
G. Involvement in Litigation/Contacts with Regulatory Authorities or the Press .
An Employee should advise the CCO immediately if he or she is contacted by any regulatory authority (including the SEC, FINRA, any securities exchange or any state regulatory authority) or the press or becomes involved in or threatened with litigation or an administrative investigation or proceeding of any kind, is served with a subpoena, becomes subject to any judgment, order or arrest. Employees should refer all inquiries from all regulatory authorities or the press to the CCO.
H. Entertainment, Gifts and Favoritism .
1. Receipt by Employees . Employees must receive pre-approval from the CCO before accepting any gift in excess of $100 from a broker or other vendor or person involved in the securities industry. A gift for this purpose is anything of value that an Employee receives other than entertainment. Entertainment is an event that the Employee attends (such as a meal or a sporting event) at which a broker or other vendor socializes or otherwise interacts with the Employee.
The following items may be accepted from brokers or vendors without the CCOs permission as long as the Employee adheres to the following guidelines:
a. Breakfast or lunch provided at the Firm is permissible as long as a representative of the vendor or broker providing the meal attends.
b. Flowers or food and/or wine baskets for the Firm generally are permissible.
Primary Funds, LLC
Statement of Policies and Procedures - Page 11
Exhibit (p)(6)
c. Occasional gifts with a face value of $100 or less (for example, a bottle of wine) are permissible.
d. Reasonable entertainment (for example, a meal, a round of golf or tickets to a sporting event) provided by vendors or brokers on occasion. However, travel expenses offered by the vendor or broker (such as airfare or hotel accommodation) generally are not permitted. If you are uncertain as to the reasonableness of the entertainment, you should discuss the matter in advance with the CCO.
Except in the limited circumstances described above, an Employee should not seek or accept any entertainment, gifts, favors, preferential treatment or valuable consideration of any kind offered from brokers, FCMs or other companies or persons involved in the securities industry. The CCO may pre-approve limited exceptions to this policy.
2. From Employees . An Employee may not offer or give any gift, favor, preferential treatment or other valuable consideration of any kind in connection with the Firms business, except for occasional and reasonable gifts and entertainment (if the Employee is present). Employees must report any payment (including each gift and all entertainment) made in connection with the Firms business to a labor organization (including any union-affiliated pension plan (a Taft-Hartley Plan)) and its officers, agents, shop stewards, employees or other representatives (such as union-appointed trustees). The CCO must track all such payments by the Firm and its Employees to such persons (even if the Firm does not reimburse the Employee for such payments) and report to the Department of Labor aggregate payments to any such person over a calendar year that exceed $250.
I. Registration, Licensing and Testing Requirements .
Each Employee should check with the CCO to ensure that he or she has complied with any applicable registration, licensing and testing requirements required as a result of such Employees duties and position. These requirements may arise under the Advisers Act, the Commodity Exchange Act, the ICA, the Securities Act of 1933, the Exchange Act, the Employee Retirement Income Security Act of 1974, state broker-dealer and investment adviser statutes, rules and regulations adopted by the SEC, the Commodity Futures Trading Commission, the National Futures Association, the Department of Labor and other regulatory authorities.
J. Qualification of Solicitors .
The Firm complies with Advisers Act Rule 206(4)-3 regarding solicitation activities conducted by finders or solicitors on behalf of the Firm.
K. Email, Instant Messaging and Internet Chat Rooms/Message Boards Communication .
Firm Email Accounts. Employees should use the Firms email system for all Firm business conducted via email.
Employees should be aware that all emails that are sent through Firm accounts are the Firms property, may be retained indefinitely, are subject to periodic review by the Firm or its
Primary Funds, LLC
Statement of Policies and Procedures - Page 12
Exhibit (p)(6)
agents (such as attorneys and compliance consultants), and may be subject to review by the SEC and other regulatory agencies.
Personal Email Accounts. Employees may use personal email accounts for Firm business only to email files and data from a personal computer to the Firm email account and vice versa . Employees should attempt to conduct personal email communications only through personal email accounts.
No Instant Messaging. The Firm does not permit Employees to use instant messaging software for Firm business and no instant messaging software may be installed on Firm computers.
No Postings to Message Boards, Chat Rooms, Blogs, Etc. Employees may not post any messages about the Firm, its investments, its Employees or its Employees investments on any internet message board, chat room, blog or similar service.
Primary Funds, LLC
Statement of Policies and Procedures - Page 13
Exhibit (p)(6)
Part III.
INSIDER TRADING
A. Policy Statement on Insider Trading . The Firm is in the business of obtaining and analyzing information about companies and their securities to give the Firm the basis for profitably trading and recommending investments in securities. Generally, such investigation and analysis help investors to make informed investment decisions, which is one of the goals of the federal securities laws. It is illegal, however, to trade or recommend trades in a security while using or even, in some cases, while merely possessing, material, nonpublic information about that security or its issuer. It is the Firms policy to conduct its business in full compliance with the law, and to ensure that its Employees do so.
This Statement applies to the Firm and all of its Employees. Each Employee should review this Statement carefully. Any questions should be directed to the CCO.
Although the law concerning insider trading is evolving, it generally prohibits:
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Trading in securities by an insider while in possession of material, nonpublic information; |
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Trading in securities by a non-insider while in possession of material, nonpublic information, where the information either was disclosed to the non-insider in violation of an insiders duty to keep it confidential, or was misappropriated; and |
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Communicating material, nonpublic information to others, or recommending a securities transaction to others while in possession of material, nonpublic information about the security or the company in question (commonly called tipping). |
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The Firm forbids any of its Employees from (i) trading either personally or on behalf of others, including Client Accounts, on material, nonpublic information; (ii) communicating material, nonpublic information to others in violation of the law; or (iii) knowingly assisting someone engaged in these activities.
All information relating to the Firms activities, including investment analyses, investment recommendations, and proposed and actual trades for the Firm or Client Accounts, is proprietary to the Firm and must be kept confidential, except as necessary for an Employee to perform his or her duties for the Firm. Such information should be treated as material, nonpublic information; that is, Employees must not trade on it for Proprietary Accounts and, without the prior approval of the CCO, must not disclose it to anyone inside or outside the Firm who does not need the information in the course of the Firms business.
1. Background .
The SEC is responsible for enforcing the federal securities laws. State laws generally correspond to the federal laws and impose additional obligations and liabilities. The federal
Primary Funds, LLC
Statement of Policies and Procedures - Page 14
Exhibit (p)(6)
statutes that are most frequently the basis for SEC investigations and prosecutions are Exchange Act section 10(b) and SEC Rule 10b-5 thereunder. These are the general antifraud provisions of the federal securities laws. Among other things, Rule 10b-5 prohibits insider trading, which has been given high priority in SEC enforcement efforts.
2. Key Terms and Concepts .
Insiders of a company are generally its officers, directors, employees and controlling shareholders. In addition, persons outside a company who gain inside information in the course of dealings with that company may be considered temporary insiders of the company and thus be bound by the same legal restrictions as traditional insiders. For example, outside financial advisers, investment bankers, lawyers or accountants retained to represent or assist the company on an ongoing basis or in major corporate transactions are insiders for purposes of insider trading laws. Under this analysis, the Firm and its Employees can become temporary insiders of a company if the Firm advises or performs other services for the company. If you receive material, nonpublic information regarding a company that comes directly or indirectly from any insider (temporary or traditional), do not trade in that companys securities in your Proprietary Accounts or for any Client Accounts and do not discuss the information with any other person without first consulting the CCO.
Tipping is disclosing material, nonpublic information about a company or its securities to a third party, when such disclosure is not made strictly for corporate purposes. The disclosure may be by an insider of the company, by one who has misappropriated the information from the company in question or from another person or company, or by anyone who received information traceable to an insider or one who has misappropriated the information. Those who disclose the information are called tippers; those who receive the information are called tippees. If you trade on the basis of tipped information, you may incur criminal and civil liability, even if you receive the information second- or third-hand, or more remotely, if the other requirements for finding liability are present. The same legal standards apply to remote tippees. In addition, if you tip information to others, you may be liable for any profits gained or losses avoided by a tippee, even if you did not trade . If someone tips information to you, do not disclose the information to anyone except as required by this Statement. You and the Firm may be liable if anyone trades on material, nonpublic information received from or through you.
Trading while in possession of certain nonpublic information is illegal if the information is material . Material information is information about a company or its securities of such importance that it has substantial likelihood of altering the total mix of information regarding the company. It is information that, if generally known, would affect the market price of the security. Material information can relate to current events or possible future events. When information relates to a possible future event, materiality is determined by balancing the probability that the event will occur and the anticipated magnitude of the event in light of the totality of the companys activities. The more likely it is that an event will occur, the less significant the event needs to be for the information to be deemed material; the more significant the event, the less likely the probability of its occurrence needs to be for the information to be deemed material. Whether a particular item of information is material may depend on how specific it is, the extent to which it differs from public information, and its reliability in light of its source, its nature, and the circumstances under which it was received.
Primary Funds, LLC
Statement of Policies and Procedures - Page 15
Exhibit (p)(6)
If a transaction in which you are involved becomes the subject of scrutiny by the SEC, the materiality of any inside information will be evaluated with 20/20 hindsight, and the mere fact that someone traded while in possession of the information will contribute to the conclusion that it was material. When in doubt, assume information is material.
Information that Employees should consider material includes, among other things, information about earnings estimates; changes in previously released earnings estimates; manufacturing problems; changes in control or management; mergers; acquisitions; tender offers; joint ventures; changes in assets; major litigation; liquidity problems; significant new products, discoveries, services or contracts; the cancellation or loss of significant orders, products, services or contracts; change in auditors or auditor notification that the issuer may no longer rely on an auditors audit report; events regarding the issuers securities; defaults on senior securities; calls of securities for redemption; repurchase plans; stock splits or changes in dividends; changes to rights of security holders; public or private sales of additional securities; and bankruptcies or receiverships.
Material information also can relate to events or circumstances affecting the market for a companys securities. For example, a reporter for the Wall Street Journal was criminally liable for disclosing to others the dates that articles about various companies would be published in The Wall Street Journal and whether those reports would be favorable or not.
You should refer any questions about whether certain information is material to the CCO.
Nonpublic information is information that has not been disseminated in a manner that makes it available to public investors generally. If information is being disseminated to traders generally by brokers, FCMs and institutional analysts, such information would be considered public unless there is a reasonable basis to believe that such information is confidential and came from an insider. Information that has been selectively disclosed to a few analysts or investors is not public. Public information is information that has been disclosed in a manner sufficient to ensure that it is available to the investing public, such as by disclosure in a report filed with the SEC or publication in the Dow Jones broad tape, Reuters Economic Services , the Associated Press or United Press International wire services, newspapers of general circulation in New York City, or, if the subject companys operations or stockholders are geographically localized, in local news media, or the electronic media. When information becomes public, persons who were aware of the information when it was nonpublic must wait to trade until the market absorbs the information. You should refer any questions about whether certain information has become public to the CCO.
Misappropriation is a basis for insider trading liability that is established when trading occurs based on material, nonpublic information that was misappropriated from another person. This theory can and has been used to reach a variety of individuals who are not traditional or temporary insiders. The Wall Street Journal reporter mentioned above was found by the U.S. Supreme Court to have defrauded the Wall Street Journal when he misappropriated information about upcoming articles from the Wall Street Journal and used the information for trading in the securities markets. Similarly, a partner in a law firm was held to use a deceptive device in violation of Exchange Act section 10(b) by misappropriating information from his law firm and the law firms client, in breach of his fiduciary duty owed to this law firm and the
Primary Funds, LLC
Statement of Policies and Procedures - Page 16
Exhibit (p)(6)
client, by trading in securities of a company regarding which the client was preparing a tender offer.
3. Penalties for Insider Trading .
Penalties for trading on or tipping of material, nonpublic information are severe and may include:
a. civil injunction;
b. disgorgement of the profit gained or the loss avoided;
c. civil penalty of up to three times the profit gained or the loss avoided;
d. criminal fine of up to $5 million for an individual or $25 million for an entity (in addition to civil penalties based on the profit gained or the loss avoided); or
e. jail time of up to 20 years.
A company or any manager or supervisor who fails to take adequate steps to prevent illegal trading on, or tipping of, material, nonpublic information is subject to similar penalties. Persons guilty of insider trading violations, whether through actual trading, tipping, or failing to supervise, are also open to private suits for damages by contemporaneous traders in the market.
Any SEC investigation, even one that does not result in criminal or civil prosecution, can irreparably damage the Firms reputation and an individuals career. It is essential to avoid even the appearance of impropriety.
B. Procedures to Implement the Firms Policies against Insider Trading .
The Firm has established the following procedures to help Employees avoid insider trading, and to help the Firm to prevent, detect and impose sanctions against insider trading. Every Employee must follow these procedures. If you have any questions about the procedures, you should consult the CCO.
1. Identify Material, Nonpublic Information .
Before trading for yourself or others (including Proprietary Accounts or Client Accounts) in the securities of a company about which you may have received potential inside information, consider the following questions:
a. Is the information material? Is this information that an investor would consider important in making his or her investment decisions? Would this information affect the market price of the securities if it were generally known? Could this information cause investors to change their trading?
Primary Funds, LLC
Statement of Policies and Procedures - Page 17
Exhibit (p)(6)
b. Is the information nonpublic? To whom has it been provided? Has it been filed with the SEC? Has it been effectively communicated to the marketplace by being published in Reuters Economic Services , The Wall Street Journal or other publications of general circulation or appearing on the wire services or electronic media?
2. Avoid Using or Disclosing Material, Nonpublic Information .
If you believe that you may possess material, nonpublic information, or if you believe the Firms activities may have created material, nonpublic information, you should take the following steps:
a. Immediately cease all trading in securities of the company that is the subject of the material, nonpublic information, including trading on behalf of the Firm, Client Accounts and Proprietary Accounts. In addition, after you receive the information, there should be no trades in securities of the company in question in the accounts of your Family Members or other relatives, business associates, or friends.
b. Immediately cease recommending any transaction in any of the securities of the company in question to anyone, including Client Accounts, other Employees, Family Members and other relatives, business associates and friends. This includes making any comment about the company that could in any way be interpreted as a recommendation. Do not solicit Client Accounts or potential Client Accounts to buy or sell the securities of the company in question.
c. Do not discuss the material, nonpublic information with anyone except as required by this Statement. Do not refer to the information in hallways, elevators, stairways, restaurants, taxis or any other place where you may be overheard.
d. Immediately inform the CCO of all details of the situation, so that appropriate security procedures can be implemented Firm-wide.
3. Restrict Access to Material, Nonpublic Information .
If appropriate, the Firm may adopt some or all of the following procedures while anyone in the Firm possesses material, nonpublic information. The Firm may use additional measures to address specific situations.
a. Procedures for handling documents containing material, nonpublic information, including prohibitions on removing them from the office, limiting copying and distribution within the office, keeping them off desk tops and conference tables when not in use, shredding them on disposal, and other measures to protect them from being read accidentally by anyone without a lawful need to know the information.
b. Restrictions on physical access to areas of the Firm where material, nonpublic information may be discussed or stored, including locking file cabinets and doors and a system of visitor passes or other restrictions for non-Employees.
Primary Funds, LLC
Statement of Policies and Procedures - Page 18
Exhibit (p)(6)
c. Computer access security measures, such as passwords on files or limited access to terminals through which material, nonpublic information can be obtained.
d. Trading restrictions, including temporary Firm-wide bans on trading in the securities to which the material, nonpublic information relates or management review of all Employee trades in certain securities.
4. Contacts with Third Parties .
Employees should direct requests for information from third parties such as the press and analysts to the CCO.
C. Employee or Family Member Serving as Director, Officer or Consultant .
From time to time, an Employee may serve as a director of a company in which the Firm has a securities position, to monitor, preserve, protect or enhance the value of the position for the benefit of Client Accounts or for other similar purposes. In addition, from time to time, Family Members of Employees may serve as directors, officers or consultants for companies in which the Firm has a securities position. During these periods, the Firm may take additional precautions to prevent inadvertent violations of this Statement and to avoid the appearance of impropriety.
1. Notice .
An Employee must inform the Firm immediately if the Employee or any of his or her Family Members serves or is about to serve as a director, officer or consultant of a company that issues securities that may be purchased by the Firms clients.
2. Restrictions on Trading Without Advance Approval or During Black-Out Periods .
When an Employee or a Family Member of an Employee serves as a director, officer or consultant of a company, the following procedures apply:
a. No Employee or Family Member of that Employee may trade in the securities of the subject company for Client Accounts or for his or her Proprietary Account without the prior consent of the CCO.
b. No Employee may trade in the securities of the subject company for Client Accounts or for his or her Proprietary Account during any black-out period or similar period of trading restrictions established by the subject company and applicable to its directors, officers or consultants.
D. Client or Investor Serving as Director, Officer or Consultant .
If the Firm becomes aware that a client or an Investor serves as a director, officer or a consultant for companies in which the Firm or an Employee has a securities position, the Firm
Primary Funds, LLC
Statement of Policies and Procedures - Page 19
Exhibit (p)(6)
may take additional precautions to insure that inadvertent violations do not occur and to avoid the appearance of impropriety.
1. Notice .
An Employee must inform the Firm immediately if (a) the Employee becomes aware that any client or Investor of the Firm serves or is about to serve as a director, officer or consultant to any company that issues securities that are publicly traded or (b) the Employee obtains any material, nonpublic information from such a client or Investor.
2. Restrictions on Trading Without Advance Approval or During Blackout Periods .
When a client or Investor of the Firm serves as a director, officer or consultant of a company, the Firm may require procedures such as those set forth above regarding advance approval in blackout periods for trading in securities of the company for which the client or Investor serves as a director, officer or consultant.
E. Supervisory Procedures .
The Firms supervisory procedures have two objectives: preventing and detecting insider trading.
1. Preventing Insider Trading .
To prevent insider trading, the Firm is taking steps, such as adopting and implementing this Statement, to familiarize Employees with the nature of insider trading and with the Firms policies and procedures relating to insider trading. The Firm also reviews this Statement on a regular basis and updates it as necessary. The Firm has designated the CCO as the person responsible for answering questions about material, nonpublic information and insider trading and tipping. The Firm will help Employees to determine whether information is material and nonpublic.
If the Firm determines that an Employee has material, nonpublic information, the Firm will take the measures described above to prevent dissemination of such information and restrict trading in the securities to which the information relates and access to the information. Finally, the Firm will advise Employees when and if it is permissible to trade in such securities. Generally, a reasonable period must pass for the marketplace to have an opportunity to evaluate and respond to the information before trading will be permitted.
2. Detecting Insider Trading .
To detect insider trading, the Firm has adopted the policies and procedures relating to personal securities transactions by the Firms Employees and Family Members set forth in Part I. Employees should direct any questions about these policies and procedures or how they apply in particular situations to the CCO.
Primary Funds, LLC
Statement of Policies and Procedures - Page 20
Exhibit (p)(6)
EXHIBIT A
CERTIFICATE OF RECEIPT
STATEMENT OF POLICIES AND PROCEDURES
I hereby certify that I have received and read the Statement of Policies and Procedures of Primary Funds, LLC. I have had the opportunity to ask any questions I may have had concerning the meaning or interpretation of such policies and procedures. I understand that such Statement is applicable to me. I agree to comply in all respects with such Statement.
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Signed: |
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Print Name: |
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Date: |
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Primary Funds, LLC
Statement
of Policies and Procedures - Page 21
EXHIBIT B
SECURITIES ACCOUNT DISCLOSURE FORM AND HOLDINGS REPORT
Primary Funds,
LLC
300 Drakes Landing Road, Suite 205
Greenbrae, CA 94904
Attention: Christopher J. Moshy
Ladies and Gentlemen:
Attached are complete and accurate lists of (1) all accounts with any brokerage firm or financial institution held in my name or the name of any of my spouse, my minor children, relatives or other persons living with me and any other persons to whom I contribute support, or in which any such person has Beneficial Ownership 1 and (2) the title, type, number of shares or principal amount (as applicable), and exchange ticker symbol or CUSIP number (as applicable) of each security in which I have, or my spouse, any of my minor children, any relative or relatives or other persons living with me and any other person to whom I contribute support has, any Beneficial Ownership, over which any of such persons exercises control, with respect to which any of such persons provides any investment advice, or for which any of such persons participates, directly or indirectly, in the selection of securities. 2
I understand that you require this list to monitor my compliance with the Statement of Policies and Procedures (the Statement) of Primary Funds, LLC (the Firm). I agree to notify the Firm and obtain its consent before opening any new account that is within the description above. I agree to furnish (or arrange for all brokerage firms or other financial institutions identified on the attachment to furnish) the Firm with copies of periodic brokerage statements and trade confirmations and any other information concerning activity in any of the listed accounts.
This information is correct and complete as of ___________, 20__.
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Signed: |
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Print Name: |
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Date: |
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1 Beneficial Ownership of a security is defined in section E of the Introduction of the Firms Statement of Policies and Procedures in effect on the date hereof. |
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2 Security means any investment instrument commonly viewed as a security, including any common stock, option, warrant, right to acquire securities or convertible instrument, as well as any exchange-traded fund, commodity futures contract, commodity option, swap or other derivative instrument, whether issued in a public or private offering (other than shares of open-end investment companies registered under the ICA (mutual funds) that are not affiliated with the Firm, securities issued by the government of the U.S., money market instruments (e.g. bankers acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high-quality short-term debt instruments) and shares of money market funds). |
LIST OF SECURITIES AND COMMODITIES ACCOUNTS
AS OF _____________, 20__
FOR
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Registered in the Name of: |
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If none, initial here: _____________.
HOLDINGS REPORT
FOR
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AS OF
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Title of Security |
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EXHIBIT C
CERTIFICATE OF COMPLIANCE
I hereby certify that, since the date on which I received a copy of the Statement of Policies and Procedures of Primary Funds, LLC (the Firm), or the date of my most recent Certificate of Compliance, whichever is later, I have complied in all respects with all such policies and procedures applicable to me.
In particular, I have disclosed to the Firm the existence and location of all securities and commodities trading accounts (including IRA accounts and other retirement accounts) in which I have, or my spouse, any of my minor children, any relative or relatives or other persons living with me and any other person to whom I contribute support has, any Beneficial Ownership 3 , over which any of such persons exercises control or provides any investment advice, or for which any of such persons participates, directly or indirectly, in the selection of securities, 4 and I have disclosed to the Firm all transactions in such accounts through the date of this certification. If any such information is incomplete or inaccurate, I have attached to this certificate all documents and information necessary to update or correct any previous disclosures.
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Signed: |
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Print Name: |
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Date: |
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3 Beneficial Ownership of a security is defined in section E of the Introduction of the Firms Statement of Policies and Procedures in effect on the date hereof. |
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4 Security means any investment instrument commonly viewed as a security, including any common stock, option, warrant, right to acquire securities or convertible instrument, as well as any exchange-traded fund, commodity futures contract, commodity option, swap or other derivative instrument, whether issued in a public or private offering (other than shares of open-end investment companies registered under the ICA (mutual funds) that are not affiliated with the Firm, securities issued by the government of the U.S., money market instruments (e.g. bankers acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high-quality short-term debt instruments) and shares of money market funds). |
EXHIBIT D
PERSONAL TRADING REQUEST
Name: ___________________________________________________________________
Date of Request: ________________________
Details of Proposed Transaction:
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Currently Held in Client Accounts |
Yes/No |
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Circle Purchase or Sale |
Purchase/Sale |
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Date of Transaction |
____________________________ |
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Indicate Name of Issuer and Symbol |
____________________________ |
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Type of Security (e.g., Note, Common Stock, Preferred Stock) |
____________________________ |
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Quantity of Shares or Units |
____________________________ |
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Price per Share/Unit |
____________________________ |
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Approximate Dollar Amount |
____________________________ |
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Account for which Transaction Will Be Made |
____________________________ |
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Name of Broker |
____________________________ |
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_________ |
You may execute the proposed transaction described above no later than the response date below (or, in the case of an investment in a private placement, no later than two weeks from the response date below). |
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You may not execute the proposed transaction. |
Reason for Decision/Investment Thesis [required for decision on all requests]
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
Reason Proposed Transaction is not Appropriate for Client Accounts:
____________________________________________________________________
____________________________________________________________________
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____________________________________________ |
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Authorized Signature |
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Date of Response: ________________ |
EXHIBIT E
PRIMARY FUNDS, LLC
EMPLOYEE QUESTIONNAIRE
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Name of Employee: ___________________________________________ |
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Signature of Employee: ________________________________________ |
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Date of Completion of Questionnaire: ______________________ |
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Employee agrees immediately to notify the CCO at Primary Funds, LLC if any of foregoing information becomes inaccurate in any respect while Employee is employed by Primary Funds, LLC. Italicized terms are defined at the end of this Questionnaire. One event may result in yes answers to more than one of the questions below. |
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Yes |
No |
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(3) |
based on events that occurred while you exercised control over it, has a broker or dealer been the subject of an involuntary bankruptcy petition, or had a trustee appointed, or had a direct payment procedure initiated under the Securities Investor Protection Act? |
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o |
o |
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L. |
Has a bonding company ever denied, paid out on, or revoked a bond for you? |
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o |
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M. |
Do you have any unsatisfied judgments or liens against you? |
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o |
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DEFINITIONS
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CHARGED means being accused of a crime in a formal complaint, information, or indictment (or equivalent formal charge). |
CONTROL means the power to direct or cause the direction of the management or policies of a company, whether through ownership of securities, by contract, or otherwise. Any individual firm that is a director, partner or officer exercising executive responsibility (or having similar status or functions) or that directly or indirectly has the right to vote 25 percent or more of the voting securities or is entitled to 25 percent or more of the profits is presumed to control that company. |
ENJOINED includes being subject to a mandatory injunction, prohibitory injunction, preliminary injunction or a temporary restraining order. |
FELONY , for jurisdictions that do not differentiate between felony or misdemeanor, is an offense punishable by a sentence of at least one year imprisonment and/or a fine of at least $1,000. The term also includes a general court martial. |
FIRM means a broker-dealer, investment adviser or issuer, as appropriate. |
FOREIGN FINANCIAL REGULATORY AUTHORITY includes a foreign securities authority; any other governmental body or foreign equivalent of a self-regulatory organization empowered by a foreign government to administer or enforce its laws relating to the regulation of investment-related activities; or a membership organization, a function of which is to regulate the participation of its members in investment-related activities listed above. |
FOUND includes adverse final actions, including consent decrees in which the respondent has neither admitted nor denied the findings, but does not include agreements, deficiency letters, examination reports, memoranda of understanding, letters of caution, admonishments and similar informal resolutions of matters. |
INVESTIGATION includes: (a) grand jury investigations; (b) U.S. Securities and Exchange Commission investigation after the Wells notice has been given; (c) FINRA investigations after the Wells notice has been given or after a person associated with a member, as defined in FINRA Bylaws, has been advised by the staff that it intends to recommend formal disciplinary action; (d) formal investigations by other SROs ; or (e) actions or procedures designated as investigations by jurisdictions . The term investigation does not include subpoenas, preliminary or routine regulatory inquiries or requests for information, deficiency letters, blue sheet requests or other trading questionnaires or examinations. |
INVESTMENT-RELATED pertains to securities, commodities, banking, insurance or real estate (including, but not limited to, acting as or being associated with a broker, dealer, issuer, investment company, investment adviser, municipal securities dealer, government securities broker or dealer, futures sponsor, bank or savings association). |
INVOLVED means engaging in an act or omission or aiding, abetting, counseling, commanding, inducing, conspiring with or failing reasonably to supervise another in doing an act or omission. |
JURISDICTION means a state, the District of Columbia, the Commonwealth of Puerto Rico, or any subdivision or regulatory body thereof. |
MINOR RULE VIOLATION is a violation of a self-regulatory organization rule that has been designated as minor pursuant to a plan approved by the U.S. Securities and Exchange Commission. A rule violation may be designated as minor under a plan if the sanction imposed consists of a fine of $2,500 or less, and if the sanctioned person does not contest the fine. Check with the appropriate self-regulatory organization to determine if a particular rule violation has been designated minor for these purposes. |
ORDER means a written directive issued pursuant to statutory authority and procedures, including an order of denial, exemption, suspension or revocation but does not include special stipulations, undertakings or agreements relating to payments, limitations on activity or other restrictions unless they are included in an order. |
PROCEEDING includes a formal administrative or civil action initiated by a governmental agency, self-regulatory organization or foreign financial regulatory authority , a felony criminal indictment or information (or equivalent formal charge) or a misdemeanor criminal information (or equivalent formal charge), but does not include an arrest or similar charge effected in the absence of a formal criminal indictment or information (or equivalent formal charge). |
RESIGN or RESIGNED relates to separation from employment with any employer, is not restricted to investment-related employment, and includes any termination in which the allegations are a proximate cause of the separation, even if you initiated the separation. |
SALES PRACTICE VIOLATIONS shall include any conduct directed at or involving a customer which would constitute a violation of: any rules for which a person could be disciplined by any self-regulatory organization ; any provision of the Securities Exchange Act of 1934; or any state statute prohibiting fraudulent conduct in connection with the offer, sale or purchase of a security or in connection with the rendering of investment advice. |
SELF-REGULATORY ORGANIZATION (SRO) means any national securities or commodities exchange, any national securities association (e.g., FINRA) or any registered clearing agency. |
Exhibit (p)(6)
CODE OF ETHICS (CENTAUR)
Fiduciary Duty Statement of Policy
The Firm is a fiduciary of its Clients and owes each Client an affirmative duty of good faith and full and fair disclosure of all material facts. This duty is particularly pertinent whenever the Firm is in a situation involving a conflict or potential conflict of interest. The Firm and all Employees must affirmatively exercise authority and responsibility for the benefit of Clients and may not participate in any activities that may conflict with the interests of Clients. In addition, we must avoid activities, interests and relationships that might interfere or appear to interfere with making decisions in the best interests of our Clients. Accordingly, at all times, we must conduct our business with the following precepts in mind:
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1. |
Place the interests of Clients first. We may not cause a Client to take action, or not to take action, for our personal benefit rather than the benefit of the Client. For example, causing a Client to purchase a security owned by an Employee for the purpose of increasing the price of that security would be a violation of this Code. Similarly, an Employee investing for himself in a security of limited availability that was appropriate for a Client without first considering that investment for such Client may violate this Code. |
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2. |
Avoid taking inappropriate advantage of our position. The receipt of investment opportunities, perquisites, or gifts from persons seeking business with the Firm could call into question the exercise of our independent judgment. Accordingly, we may accept such items only in accordance with the limitations in this Code. |
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3. |
Conduct all personal securities transactions in compliance with this Code of Ethics. This includes all pre-clearance and reporting requirements and procedures regarding inside information and personal and proprietary trades. While the Firm encourages Employees and their families to develop personal investment programs, you must not take any action that could result in even the appearance of impropriety. |
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4. |
Keep information confidential. Information concerning Client transactions or holdings may be material non-public information and Employees may not use knowledge of any such information to profit from the market effect of those transactions. |
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5. |
Comply with the federal securities law and all other laws and regulations applicable to the Firms business. Make it your business to know what is required of the Firm as an investment adviser, and you as an Employee of the Firm, integrate compliance into the performance of all duties. |
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Exhibit (p)(6)
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6. |
Seek advice when in doubt about the propriety of any action or situation. Any questions concerning this Code of Ethics should be addressed to the CCO who is encouraged to consult with outside counsel, outside auditors, or other professionals, as necessary. |
The Policies and Procedures in this Manual implement these general fiduciary principles in the context of specific situations.
2-2
Client Opportunities
Law and Policy
No Employee may cause or attempt to cause any Client to purchase, sell or hold any security for the purpose of creating any personal benefit for him or herself. Sections 206(1) and 206(2) of the Advisers Act generally prohibit the Firm from employing a device, scheme or artifice to defraud Clients or engaging in a transaction, practice or course of business that operates as a fraud or deceit on Clients. While these provisions speak of fraud, they have been construed very broadly by the SEC and used to regulate, through enforcement action, many types of Firm behavior that the SEC deems to be not in the best interest of Clients or inconsistent with fiduciary obligations. One such category of behavior is taking advantage of investment opportunities for personal gain that would be suitable for Clients.
Accordingly, an Employee may not take personal advantage of any opportunity properly belonging to the Firm or any Client. This principle applies primarily to the acquisition of securities of limited availability for an Employees own account that would be suitable and could be purchased for the account of a Client, or the disposition of securities from an Employees account prior to selling a position from the account of a Client.
An Employee may not cause or attempt to cause any Client to purchase, sell, or hold any security for the purpose of creating any benefit to Firm proprietary accounts or to Employee accounts.
Subject to applicable policies and procedures set forth under this Compliance Manual, an eligible employees may invest in the Firms affiliated pooled investment vehicles at its sole discretion.
Insider Trading
Law and Policy
In the course of business, the Firm and its Employees may have access to various types of material non-public information about issuers, securities, or the potential effects of the Firms own investment and trading on the market for securities. The Firm forbids any Employee to trade, either personally or on behalf of others, including Clients, while in possession of material non-public information or to communicate material non-public information to others in violation of the law. This conduct is frequently referred to as insider trading. The Firms insider trading prohibitions apply to all Employees and extend to activities within and outside their duties as traders, officers, directors or employees, of the Firm.
The term insider trading is not defined in the federal securities laws, but generally is used to refer to the use of material non-public information to trade in securities (whether or not one is an insider) or to communications of material non-public information to others.
2-3
While the law concerning insider trading is not static, it is generally understood that the law prohibits:
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(a) |
trading by an insider, while in possession of material non-public information; |
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(b) |
trading by a non-insider, while in possession of material non-public information, where the information either was disclosed to the non-insider in violation of an insiders duty to keep it confidential or was misappropriated; |
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(c) |
communicating material non-public information to others; |
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(d) |
trading ahead of research reports prepared and/or used by the Firm; or |
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trading while in possession of material non-public information about the Firms trading. |
Concerns about the misuse of material non-public information may arise in two ways:
First, the Firm may come into possession of material non-public information about another company, such as an issuer in which it is investing for Clients or in which its own personnel might be investing for their own accounts. As further set forth below, if it is determined that the Firm has material non-public information about an issuer, all investments in that issuer on behalf of Clients and by Firm personnel will be prohibited.
Second, the Firm as an investment adviser, has material non-public information in relation to its own business. The SEC has stated that the term material nonpublic information may include information about an investment Firms securities recommendations, Client securities holding and transactions. It is the policy of the Firm that all such information is to be kept in strict confidence by those who receive it, and such information may be divulged only within the Firm and to those who have a need for it in connection with the performance of services to Clients. Despite this blanket prohibition, some trades in securities in which the Firm has also invested for Clients may be permitted because the fact that the Firm has made such investments may not be viewed as material information (e.g., trades in highly liquid securities with large market capitalization). The personal trading procedures set forth below establish circumstances under which such trades will be considered permissible or restricted and the procedures to follow in making such trades.
The elements of insider trading are discussed below .
Who is an Insider? The concept of insider is broad. It includes officers, directors, and employees of a company. In addition, a person can be a temporary insider if he or she enters into a special confidential relationship in the conduct of a companys affairs and, as a result, is given access to information solely for the companys purposes. A temporary insider can include, among others, a companys attorneys, accountants, consultants, bank lending officers, and the employees of such organizations. In addition, a person who advises or otherwise performs services for a company may become a temporary insider of that company. An Employee of the Firm, for example, could become a temporary insider to a company because of the Firms and/or Employees relationship to the company (e.g., by being a Firm analyst who studies the company or having contact with company executives). According to the U.S. Supreme Court, a company
2-4
must expect the outsider to keep the disclosed non-public information confidential and the relationship must at least imply such a duty before the outsider will be considered an insider or temporary insider.
What is Material Information? Trading on inside information is not a basis for liability unless the information is material. Material information generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a security. Information that Employees should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems and extraordinary management developments.
Material information does not have to relate to the Firms business. For example, in one case the Supreme Court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a Wall Street Journal reporter was found criminally liable for disclosing to others the date that reports on various companies would appear in the Wall Street Journal and whether those reports would be favorable or not.
What is Non-public Information? Information is non-public until it has been effectively communicated to the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, or appearing in Dow Jones , Reuters Economic Services , the Wall Street Journal or other publications of general circulation would be considered public.
What is Tipping? Tipping involves providing material non-public information to anyone who might be expected to trade while in possession of that information. An Employee may become a tippee by acquiring material non-public information from a tipper, which would then subject the Employee to the requirements of this Code of Ethics.
Penalties for Insider Trading. Penalties for trading on or communicating material non-public information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include: civil injunctions; disgorgement of profits; fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited; fines for the employer or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided; and jail sentences.
Procedures
Identification and Prevention of Insider Information (Restricted List) . If an Employee believes that he or she is in possession of information that is material and non-public, or has questions as to whether information is material and non-public, he or she should take the following steps:
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Report the matter immediately to the CCO who shall document the matter. |
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Refrain from purchasing or selling the securities on behalf of himself or others. |
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Refrain from communicating the information inside or outside the Firm other than to the CCO |
If the CCO determines that an Employee is in possession of material nonpublic information the CCO shall maintain a confidential list of securities as to which the Firm and/or any of its employees have material non-public information and shall take into account whether a security is on the Restricted List in determining whether the Firm and/or its employees may trade in such securities.
Restricting Access to Material Non-public Information. Care should be taken so that such information is secure. For example, files containing material non-public information should be sealed, access to computer files containing material non-public information should be restricted, and relevant conversations should take place behind closed doors.
Detecting Insider Trading. To detect insider trading, the CCO will review the trading activity reports of Employee accounts and the Firm accounts, and will advise Employees of the Insider Trading Policy and their obligations in connection therewith. It is also the responsibility of each Employee to notify the CCO of any potential insider trading issues. The CCO also will compare the trading activity reports with the confirmations and monthly account statements for any accounts which an Employee maintains at any other brokerage firms. The CCO will investigate any instance of possible insider trading and fully document the results of any such investigation. At a minimum, an investigation record should include: (i) the name of the security; (ii) the date the investigation commenced; (iii) an identification of the account(s) involved; and (iv) a summary of the investigation disposition.
Personal Securities Transactions
Law and Policy
It is the policy of the Firm to encourage Employees and their families to develop personal investment programs focused on long-term investing. Such investments must be consistent with the mission of the Firm always to put Client interests first and with the requirements that the Firm and its officers, directors and Employees not trade on the basis of material non-public information concerning the Firms investment decisions for Clients or Client transactions or holdings.
SEC Rule 204A-1 under the Advisers Act requires that each registered investment Firm adopt, maintain and enforce a Code of Ethics that requires the Firms access persons to report their transactions and holdings periodically to the CCO and requires the Firm to review these reports.
Under the SEC definition, the term access person includes any Firm Employee who has access to non-public information regarding Clients purchase or sale of securities, is involved in making securities recommendations to (or in the case of a discretionary manager like the Firm,
2-6
investment decisions on behalf of) Clients or who has access to such recommendations that are non-public.
It is the Firms position to treat all of its employees as access persons.
Transaction Reporting Requirements. It is the policy of the Firm that all employees must file initial and annual holdings reports and quarterly transaction reports and submitted to the CCO no later than 30 days after a calendar quarter with respect to all reportable securities with respect to which they have or acquire any Beneficial Interest. Reportable Securities include all securities except the following, which are deemed to present little opportunity for improper trading:
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direct obligations of the Government of the United States; |
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money market instruments bankers acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments; |
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money market fund shares; |
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shares of other types of mutual funds, (although if the Firm in the future acts as the investment Firm for a registered fund, Access Person transactions in shares of such fund will become reportable); and |
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units of a unit investment trust if the unit investment trust is invested exclusively in unaffiliated mutual funds. |
Beneficial Interest includes direct or indirect control or power to make investment decisions and is presumed to cover accounts of immediate family members who share your household. (All such accounts are referred to as Access Person Accounts.) Beneficial Interest, and therefore Access Person Accounts, may also include accounts of others who share the same home as you, anyone to whose support you materially contribute and other accounts over which you exercise a controlling influence, but do not include accounts in which you have a Beneficial Interest if you provide the CCO with written documentation showing that someone else has been granted investment discretion over the account. Reports need not be filed with respect to transactions effected pursuant to an automatic investment plan or in an account over which the employee has no direct or indirect influence or control.
Employee Personal Trading Approval. All employees must follow the personal trading approval process as provided under the following Procedures section.
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Prohibited Transactions. All of the following transactions are prohibited: |
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Securities on the Firms restricted list |
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Securities from an IPO or private placement |
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Securities in which you have insider information |
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Securities in which you are aware of new or changed research opinion which has not yet been publicly disseminated |
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Securities trading you have access to that have been traded in the last 5 business days and securities trading you have access to which are planned to be traded in the next 5 business days in pooled investment vehicles or managed accounts under the Firms management. |
Duplicate Confirmations and Statements . Each Employee is responsible for making certain that the CCO is notified as to the settlement details of each transaction, including date, price and name of executing bank, broker or dealer. All account statements will be reviewed quarterly by the CCO in order to monitor compliance with the Code of Ethics and all securities rules and regulations.
Procedures
Duplicate Confirmation Statements. For any account opened or maintained at a brokerage firm or bank, the Employee shall be responsible for arranging that such firm send duplicate confirmation and periodic account statements directly to the CCO Each Employee is required to arrange with the banks, brokers or dealers to have monthly (if there has been trading activity in the account) or quarterly (if no trading activity has occurred in the account) statements, confirmations or notices of all such Employees securities transactions sent to the following address:
Centaur Management Co., LLC
500 West Putnam Avenue
Greenwich, CT 06830
Attention: CCO
Initial and Annual Holdings Reports. Each Employee of the Firm must disclose all securities in any Access Person Account on the Initial Holdings Report ( Exhibit 2-A ) and Annual Disclosure Report ( Exhibit 4-B ). All employees shall disclose to the CCO all personal securities holdings upon commencement of employment and thereafter on a quarterly basis as of the end of each calendar quarter and shall be submitted to the CCO no later than 30 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information:
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The date of the transaction, the title and the number of shares, and the principal amount of each security involved; |
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The nature of the transaction ( i.e. , purchase, sale or any other type of acquisition or disposition); |
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The price at which the transaction was effected; and |
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The name of the broker, dealer or bank with or through whom the transaction was effected. |
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Should an employee not have engaged in any securities transaction(s) during any calendar quarter, such employee shall submit a certification in writing to that effect to the CCO no later than 10 days after the end of the calendar quarter to which the certification relates. The initial report shall be made on the form attached hereto as Exhibit 1.
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Employee Personal Trading Approval. All employees must obtain approval, using the Employee Trading Approval Form, from the CCO for all securities except the following: |
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Direct obligations of the U.S. Government |
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Money market instruments |
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Mutual funds and ETFs |
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Units of an unit investment trust if the unit investment trust is invested exclusively in funds that are unaffiliated with Argent |
Review and Availability of Personal Trade Information. The CCO shall promptly review each Quarterly Transaction Report (Exhibit 2B) to determine whether any violations of the Policy or of applicable securities laws took place. The CCO or the CCOs designated employee shall retain all Quarterly Personal Transaction Reports as part of the books and records required by the Advisors Act.
Recordkeeping . The CCO will maintain copies of:
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this Manual (which includes this Code of Ethics); |
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records of violations and actions taken as a result of violations; |
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Employee acknowledgment of receipt of this Manual (which also serves as acknowledgement of receipt of this Code of Ethics); and |
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all holdings and transaction reports as required under Rule 204-2(a)(13). |
The Compliance Department is responsible for maintaining records in a manner to safeguard their confidentiality. Each Employees records will be accessible only to the Employee, the Managers, Officers, and Managing Directors. Records will be maintained for five years. Each Employee is responsible for seeing that the records regarding his or her beneficial holdings and transactions in securities are correct. Periodically, each Employee may be asked to verify the records.
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Gifts and Entertainment
Law and Policy
The giving or receiving of gifts or other items of value to or from persons doing business or seeking to do business with the Firm could call into question the independence of its judgment as a fiduciary of its Clients. Accordingly, it is the policy of the Firm to permit such conduct only on a limited basis and in accordance with the limitations stated herein.
Giving and Accepting Gifts . On occasion, an Employee may be offered gifts or gratuities from brokers, vendors, and clients not affiliated with the Firm. Likewise, the Firm may offer gifts or gratuities to brokers, vendors, and clients not affiliated with the Firm. In order to preclude the possibility of undue influence or the appearance of impropriety, the Advisor prohibits its employees from seeking or accepting gift(s) of more than de minimis value ($150 or less) from broker-dealers, custodians, prime brokers or other persons providing or seeking to provide services to the Advisor and/or its clients. Similarly, the Advisor prohibits its employees from giving gifts of more than de minimis value ($150 or less) to clients and prospective clients. This prohibition shall not apply to occasional meals, theater or sporting event tickets that are not unduly lavish and that fall within the heading of normal business entertainment. All questions regarding the appropriateness of gifts, business entertainment and the like should be referred to the CCO.
Providing Business Entertainment. An Employee may provide reasonable entertainment to persons associated with securities industry organizations or vendors or clients or prospective clients provided that both the Employee and the recipient are present and there is a business purpose for the entertainment.
Receiving Business Entertainment. An Employee may receive reasonable entertainment from persons associated with the securities industries, vendors, or clients not affiliated with the Firm. However, the business entertainment cannot be so lavish or extensive in nature that the Employee would likely feel compelled to act in a manner inconsistent with the interest of our clients (first) and the Firm (second).
Solicitation of Gifts . All solicitation of gifts or gratuities is unprofessional and is strictly prohibited.
Client Complaints . Employees may not make any payments or other account adjustments to Clients in order to resolve any type of complaint. All such matters must be handled by the CCO.
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Procedures
Prohibited Gifts . The giving of gifts by an Employee over the $150 per person per year limit is prohibited. If an Employee receives or is offered any gift over the $150 per person per year limit, the Employee must seek the guidance of the CCO to determine whether the Employee will be permitted to accept or keep the gift.
Year-End Review . Before the end of each calendar year, the CCO should remind Employees of the Firms gifts and entertainment policies.
Entertainment Reporting . On a semi-annual basis, each employee needs to submit an Entertainment report for any entertainment given or received over $500 per employee per event. For entertainment received, the employee will need to provide a reasonable estimate of the expense borne by the giving Firm This report needs to be sent to the CCO 30 days after mid-year and year-end.
Monitoring of Gift and Entertainment Expense Reports. The CCO shall review all internal expense reports periodically to monitor compliance with this policy.
Outside Business Activities
Law and Policy
Our fiduciary duties to Clients dictates that the Firm and its Employees must devote their professional attention to Client interests, above their own or those of other organizations. Accordingly, Employees may not engage in any of the following outside business activities without the prior written consent of the CCO:
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Be engaged in any other business, except with an affiliated entity (with knowledge of a Managing Director or Officer); |
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Be employed or compensated by any other person for business-related activities, except with an affiliated entity (with knowledge of a Managing Director or Officer); |
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Serve as an employee of another organization, except with an affiliated entity (with knowledge of a Managing Director or Officer); |
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Serve as general partner, managing member or similar capacity with limited or general partnerships, limited liability companies (LLCs) or other private funds (other than private funds managed by the Firm or its affiliates); |
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Engage in personal securities transactions to an extent that diverts an Employees attention from and impairs the performance of his or her duties in relation to the business of the Firm and its Clients; |
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Have any direct or indirect financial interest or investment in any dealer, broker, or other current or prospective supplier of goods or services to the Firm from which the Employee might benefit or appear to benefit materially; |
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Serve on the board of directors (or in any similar capacity) of another company, except an affiliated entity (with knowledge of a Managing Director or Officer). |
Authorization for board service will normally require that the Firm or any Employee, officer or director not hold or purchase any securities of the company on whose board the Employee officer or director sits.
Procedures
Before undertaking any of the activities listed above, the Employee must obtain written approval from the Chief Compliance Officer.
Confidentiality
Law and Policy
Confidential Information
During the course of employment with the Firm, an Employee may be exposed to or acquire Confidential Information. Confidential Information is any and all non-public, confidential or proprietary information in any form concerning Firm Clients. Confidential Information may be in any form in written, graphic, recorded, photographic, or any machine-readable form or is orally conveyed to the Employee. Without approval from a Managing Director or Officer of the Firm, no Employee will, directly or indirectly, disclose, copy, furnish or make accessible to anyone any Confidential Information and each Employee will carefully safeguard Confidential Information.
Employees are subject to the Insider Trading provisions of this Manual.
Procedures
Each Employee agrees to inform the Firm promptly if he or she discovers that someone else is making or threatening to make unauthorized use or disclosure of Confidential Information.
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