As filed with the Securities and Exchange Commission on December 22, 2011
Securities Act Registration No. 033-48907
Investment Company Act Registration No. 811-58433
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 | x | |||||
Pre-Effective Amendment No. | ¨ | |||||
Post-Effective Amendment No. 75 | x |
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 75 | x |
MARSHALL FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
111 East Kilbourn Avenue, Suite 200 Milwaukee, Wisconsin |
53202 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants Telephone Number, including Area Code: (800) 236-3863
John M. Blaser
111 East Kilbourn Avenue, Suite 200
Milwaukee, Wisconsin 53202
(Name and Address of Agent for Service)
Copies to:
Maureen A. Miller
Vedder Price P.C.
222 North La Salle Street
Chicago, Illinois 60601
It is proposed that this filing will become effective (check appropriate box):
¨ | immediately upon filing pursuant to paragraph (b) of Rule 485 |
¨ | On (date) pursuant to paragraph (b) of Rule 485 |
x | 60 days after filing pursuant to paragraph (a)(1) of Rule 485 |
¨ | on December , 2011 pursuant to paragraph (a)(1) of Rule 485 |
¨ | 75 days after filing pursuant to paragraph (a)(2) of Rule 485 |
¨ | on (date) pursuant to paragraph (a)(2) of Rule 485 |
BMO Funds
Prospectus | December , 2011 |
BMO Lloyd George Emerging Markets Equity Fund |
Investor Class (Class Y) |
MEMYX | ||
Institutional Class (Class I) |
MIEMX |
Shares of the BMO Funds are not bank deposits or other obligations of, or issued, endorsed or guaranteed by, BMO Harris Bank, N.A. or any of its affiliates. Shares of the BMO Funds, like shares of all mutual funds, are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation (FDIC) or any other government agency, and may lose value.
As with all mutual funds, the Securities and Exchange Commission (SEC) has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
BMO Funds
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Additional Information Regarding Principal Investment Strategies and Risks |
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Fund Summary BMO Lloyd George Emerging Markets Equity Fund
BMO Lloyd George Emerging Markets Equity Fund
Investment Objective: To provide capital appreciation.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Class Y | Class I | |||||||
Shareholder Fees (fees paid directly from your investment) |
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Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) |
None | None | ||||||
Redemption Fee (as a percentage of amount redeemed, for shares held less than 30 days) |
2.00 | % | 2.00 | % | ||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
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Management Fees |
0.90 | % | 0.90 | % | ||||
Distribution (12b-1) Fees |
None | None | ||||||
Other Expenses (1) |
0.85 | % | 0.60 | % | ||||
Total Annual Fund Operating Expenses |
1.75 | % | 1.50 | % | ||||
Fee Waiver and Expense Reimbursement (2) |
0.35 | % | 0.35 | % | ||||
Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement |
1.40 | % | 1.15 | % |
(1) | The expense information in the fee table has been restated to reflect that effective September 1, 2011, the Fund entered into a new transfer agency agreement. |
(2) | M&I Investment Management Corp. (Adviser) has agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Funds business and Acquired Fund Fees and Expenses) from exceeding 1.40% for Class Y and 1.15% for Class I through July 6, 2013. The Adviser may not terminate this arrangement prior to July 6, 2013 unless the investment advisory agreement is terminated. |
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses are as shown in the table and remain the same. The costs in the one-year example and for the first year of the three-, five-, and ten-year example reflect the Advisers agreement to waive fees and reimburse expenses through July 6, 2013. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
Class Y | Class I | |||||||
1 Year |
$ | 143 | $ | 117 | ||||
3 Years |
$ | 517 | $ | 440 | ||||
5 Years |
$ | 916 | $ | 758 | ||||
10 Years |
$ | 2,033 | $ | 1,761 |
Portfolio Turnover
The Fund incurs 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 34% of the average value of its portfolio.
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BMO Lloyd George Emerging Markets Equity Fund (cont.)
Principal Investment Strategies
The Fund invests at least 80% of its assets in equity securities of foreign companies located in emerging markets or whose primary business activities or principal trading markets are in emerging markets. The Funds sub-adviser, Lloyd George Management (Hong Kong) Limited (LGM(HK)), considers emerging markets to be those markets in any country other than Canada, Luxembourg, the U.S., Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom. LGM(HK) uses a bottom-up, fundamental approach in selecting stocks for the Funds portfolio. LGM(HK) seeks to identify quality, growth companies typically with dominant industry positions, strong balance sheets and cash flows to support a sustainable dividend payout.
Principal Risks
The Fund cannot assure that it will achieve its investment objective. An investment in the Fund is not a deposit of BMO Harris Bank, N.A. or any of its affiliates and is not insured or guaranteed by the FDIC or any other government agency. The net asset value of the Fund will vary and you could lose money by investing in the Fund. In addition, the Fund is subject to the following risks.
Stock Market Risks. The Fund is subject to fluctuations in the stock market, which has periods of increasing and decreasing values. Stocks are more volatile than debt securities. If the value of the Funds investments goes down, you may lose money.
Sector Risks. Companies with similar characteristics, such as those within the same industry, may be grouped together in broad categories called sectors. To the extent the Fund invests its assets in a particular sector, the Funds performance may be more susceptible to any economic, business or other developments that generally affect that sector.
Foreign Securities Risks. Investing in foreign securities may involve additional risks, including currency-rate fluctuations, political and economic instability, differences in financial reporting standards, less-strict regulation of the securities markets and possible imposition of foreign withholding taxes. Furthermore, the Fund may incur higher costs and expenses when making foreign investments, which will affect the Funds total return.
Emerging Markets Risks. Investments in emerging markets can involve risks in addition to and greater than those generally associated with investing in more developed foreign markets, which may make emerging market securities more volatile and potentially less liquid than securities issued in more developed markets.
Company Size Risks. Generally, the smaller the market capitalization of a company, the fewer the number of shares traded daily, the less liquid its stock and the more volatile its price. Companies with smaller market capitalizations also tend to have unproven track records, a limited product or service base and limited access to capital. These factors also increase risks and make these companies more likely to fail than companies with larger market capitalizations.
Management Risks. LGM(HK)s judgments about the attractiveness, value and potential appreciation of the Funds investments may prove to be incorrect. Accordingly, there is no guarantee that the investment techniques used by the Funds managers will produce the desired results.
Fund Performance
The bar chart and table show the historical performance of the Funds shares and provide some indication of the risks of investing in the Fund. The bar chart shows the Funds total returns before taxes for the past year, while the table compares the Funds average annual total returns to the returns of a broad measure of market performance and an index of funds with similar investment objectives. Please keep in mind that past performance, before and after taxes, does not represent how the Fund will perform in the future. Investors may obtain updated performance information for the Fund at www.bmofundsus.com. LGM(HK) assumed its role as sub-adviser of the Fund effective December 29, 2011. The performance results shown in the bar chart and table are from periods in which the Fund was managed by another subadviser. Prior to December 29, 2011, the Fund was known as the Marshall Emerging Markets Equity Fund.
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BMO Lloyd George Emerging Markets Equity Fund (cont.)
Class YAnnual Total Returns (calendar years 2009-2010)
[Insert bar chart]
Return |
67.91 | % | 19.20 | % | ||||
Year |
2009 | 2010 |
The return for the Class Y shares of the Fund from January 1, 2011 through September 30, 2011 was (26.46)%.
During the periods shown in the bar chart for the Fund:
Quarter Ended | Returns | |||||||
Best quarter |
6/30/2009 | 32.53 | % | |||||
Worst quarter |
6/30/2010 | (10.10 | )% |
Average Annual Total Returns through 12/31/10
1 Year |
Since
Commencement of Operations |
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Class Y (Commencement of Operations 12/23/08) |
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Return Before Taxes |
19.20 | % | 41.90 | % | ||||
Return After Taxes on Distributions |
17.49 | % | 40.03 | % | ||||
Return After Taxes on Distributions and Sale of Fund Shares |
13.60 | % | 35.62 | % | ||||
Class I (Commencement of Operations 12/23/08) |
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Return Before Taxes |
19.37 | % | 42.17 | % | ||||
EMI (reflects no deduction for fees, expenses or taxes) |
18.88 | % | 46.60 | % | ||||
LEMI (reflects deduction of fees and no deduction for sales charges or taxes) |
20.14 | % | 46.41 | % |
After-tax returns are calculated using the highest historical individual marginal federal income tax rates and do not reflect the effect of any applicable state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors holding shares through tax-deferred programs, such as IRAs or 401(k) plans. After-tax returns are shown only for Class Y, and after-tax returns for Class I will vary.
The Morgan Stanley Capital International Emerging Markets Index (EMI) is a market capitalization-weighted equity index of companies representative of the market structure of emerging countries in Europe, Latin America, Africa, Middle East and Asia.
The Lipper Emerging Markets Fund Index (LEMI)
Management of the Fund
Adviser. M&I Investment Management Corp.
Sub-Adviser. Lloyd George Management (Hong Kong) Limited, an affiliate of the Adviser.
Portfolio Managers. Robert Lloyd George and Irina Hunter co-manage the Fund. Mr. Lloyd George, Chairman of LGM(HK) and LGM(HK)s parent company, Lloyd George Management (B.V.I.) Limited (together with its subsidiaries LGM), has co-managed the Fund since December 2011 and founded LGM in 1991. Ms. Hunter, a portfolio manager at LGM(HK), has co-managed the Fund since December 2011.
Purchase and Sale of Fund Shares
Minimums . To open an account, your first investment must be at least $1,000 for Class Y shares and $2,000,000 for Class I shares. An account may be opened with a smaller amount as long as the minimum is reached within 90 days.
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BMO Lloyd George Emerging Markets Equity Fund (cont.)
For Class Y, you can add to your existing BMO Funds account directly or through the Funds Systematic Investment Program for as little as $50. For Class I, an institutional investors minimum investment is calculated by combining all accounts it maintains with the Fund and other BMO Funds.
You may sell (redeem) your shares of the Fund on any day the New York Stock Exchange is open for business in one of the following methods, depending on the elections you made in your account application:
Phone . Call 1-800-236-FUND (3863).
Wire/Electronic Transfer . Upon written request sent to the address below under Mail, redemption proceeds can be directly deposited by Electronic Funds Transfer or wired to your previously designated domestic commercial bank.
Mail . Send a written request, indicating your name, the Fund name, your account number and the number of shares or the dollar amount you want to redeem, to: BMO Investor Services, P.O. Box 55931, Boston, MA 02205-5931.
Systematic Withdrawal Program . If your account balance is at least $10,000, you may have predetermined amounts of at least $100 withdrawn from your account on a monthly or quarterly basis.
BMO Funds Website . Go to www.bmofundsus.com.
Tax Information
The Fund intends to make distributions that are expected to be taxed primarily as capital gains for federal income tax purposes.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
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Investment Strategies and Risks
The Funds investment objective is non-fundamental and may be changed without shareholder approval. In implementing its investment objective, the Fund may invest in the following securities and use the following transactions and investment techniques as part of its principal investment strategies. Some of these securities, transactions and investment techniques involve special risks, which are described below. The Fund, which has adopted a non-fundamental policy to invest at least 80% of its assets in the types of securities suggested by its name, will provide shareholders with at least 60 days notice of any change in this policy.
Equity Securities
An investment in the equity securities of a company represents a proportionate ownership interest in that company. Common stocks and other equity securities generally increase or decrease in value based on the earnings of a company and on general industry and market conditions. A fund that invests a significant amount of its assets in common stocks and other equity securities is likely to have greater fluctuations in share price than a fund that invests a significant portion of its assets in fixed income securities. Companies generally have discretion as to the payment of any dividends or distributions.
Common Stocks . Common stocks are the most prevalent type of equity securities. Holders of common stock of an issuer are entitled to receive the issuers earnings only after the issuer pays its creditors and any preferred shareholders. As a result, changes in the issuers earnings have a direct impact on the value of its common stock.
Foreign Securities. Foreign securities include securities:
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of issuers domiciled outside of the United States, including securities issued by foreign governments, |
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that primarily trade on a foreign securities exchange or in a foreign market, or |
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that are subject to substantial foreign risk based on factors such as whether a majority of an issuers revenue is earned outside of the United States and whether an issuers principal business operations are located outside of the United States. |
In addition, the Fund may invest in securities issued by other investment companies. If the Fund invests in other investment companies, the Fund will bear its proportionate share of the other investment companys fees and expenses.
Investment Techniques
Securities Lending . The Fund may lend portfolio securities to borrowers that the Adviser deems creditworthy. In return, the Fund receives cash or liquid securities from the borrower as collateral. The borrower must furnish additional collateral if the market value of the loaned securities increases. Also, the borrower must pay the Fund the equivalent of any dividends or interest received on the loaned securities. Any dividend equivalent payments will not be treated as qualified dividend income for federal income tax purposes and will generally be taxable as ordinary income.
The Fund will reinvest cash collateral in securities that qualify as an acceptable investment for the Fund. However, the Fund must pay interest to the borrower for the use of cash collateral.
Loans are subject to termination at the option of the Fund or the borrower. The Fund will not have the right to vote on securities while they are on loan, but it may terminate a loan in anticipation of any important vote. The Fund may pay administrative and custodial fees in connection with a loan and may pay a negotiated portion of the interest earned on the cash collateral to a securities lending agent or broker. Securities lending activities are subject to interest rate risks and credit risks.
Temporary Defensive Investments
. To minimize potential losses and maintain liquidity to meet shareholder redemptions during adverse market conditions, the Fund may temporarily use a different
investment strategy by investing up to 100% of its assets in cash or short-term, high quality money market instruments (for example, commercial paper and repurchase agreements). This may cause the Fund to temporarily forgo greater investment returns
Additional Principal Risk Information
Company Size Risks. Generally, the smaller the market capitalization of a company, the fewer the number of shares traded daily, the less liquid its stock
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Additional Information Regarding Principal
Investment Strategies and Risks (cont.)
and the more volatile its price. Market capitalization is determined by multiplying the number of a companys outstanding shares by the current market price per share. Companies with smaller market capitalizations also tend to have unproven track records, a limited product or service base and limited access to capital. These factors also increase risks and make these companies more likely to fail than companies with larger market capitalizations.
Foreign Securities Risks. Investing in foreign securities may involve additional risks, including currency-rate fluctuations, political and economic instability, differences in financial reporting standards, less-strict regulation of the securities markets and possible imposition of foreign withholding taxes. Furthermore, the Fund may incur higher costs and expenses when making foreign investments, which will affect the Funds total return.
Foreign securities may be denominated in foreign currencies. Therefore, the value of the Funds assets and income in U.S. dollars may be affected by changes in exchange rates and regulations, since exchange rates for foreign currencies change daily. The combination of currency risk and market risk tends to make securities traded in foreign markets more volatile than securities traded exclusively in the United States. Although the Fund values its assets daily in U.S. dollars, the Fund will not convert its holdings of foreign currencies to U.S. dollars daily. Therefore, the Fund may be exposed to currency risks over an extended period of time.
Emerging Markets Risks. Investments in emerging markets can involve risks in addition to and greater than those generally associated with investing in more developed foreign markets. The extent of economic development, political stability, market depth, infrastructure, capitalization and regulatory oversight can be less than in more developed markets. Emerging market economies can be subject to greater social, economic, regulatory and political uncertainties. All of these factors can make emerging market securities more volatile and potentially less liquid than securities issued in more developed markets.
Management Risks. The Advisers or Subadvisers judgments about the attractiveness, value and potential appreciation of the Funds investments may prove to be incorrect. Accordingly, there is no guarantee that the investment techniques used by the Funds managers will produce the desired results.
Sector Risks. Sector risk is the possibility that a certain sector may underperform other sectors or the market as a whole. As the Fund invests more of its assets in a particular sector, the Funds performance may be more susceptible to any economic, business or other developments that generally affect that sector.
Stock Market Risks. The Fund is subject to fluctuations in the stock market, which has periods of increasing and decreasing values. Stocks are more volatile than debt securities. Greater volatility increases risk. If the value of the Funds investments goes down, you may lose money.
In addition to the above principal risks, in recent years the U.S. and international markets experienced dramatic volatility, lower valuations and reduced liquidity. As a result, many of the risks affecting the Fund may be increased. Furthermore, although the Fund does not intend to invest for the purpose of seeking short-term profits, securities may be sold without regard to the length of time they have been held when the Funds Adviser or sub-adviser believes it is appropriate to do so in light of the Funds investment objective. As a result, the Fund may have a high turnover rate (e.g., in excess of 100%). A higher portfolio turnover rate increases transaction expenses that may be borne directly by the Fund (and thus, indirectly by its shareholders), and affects Fund performance. In addition, a high rate of portfolio turnover may result in the realization of larger amounts of capital gains that, when distributed, are taxable to shareholders.
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Who Can Invest in the BMO Funds ? Only adult U.S. citizens/residents or a U.S. entity may invest in the BMO Funds, as long as they have a valid U.S. taxpayer identification (social security or employer identification) number. You may not place transactions in your account for the benefit of any person other than yourself (except for a transfer of shares to another account). If the Fund determines that the registered owner of an account has permitted another person or entity who is not the registered or beneficial owner of the account to hold shares through that account, the Fund may reject future purchases in that account and any related accounts.
Shares of the Fund are qualified for sale only in the U.S. and its territories and possessions. The Fund generally does not sell shares to investors residing outside the U.S., even if they are U.S. citizens or lawful permanent residents, except to investors with U.S. military APO or FPO addresses.
When Can Shares Be Purchased ? You can buy shares of the Fund on any day the New York Stock Exchange (NYSE) is open for regular session trading. The NYSE is closed on most national holidays and on Good Friday.
When you deliver your transaction request in proper form and it is accepted by the BMO Funds, or its authorized agent, your transaction is processed at the next determined net asset value (NAV). The NAV is calculated for the Fund at the end of regular trading (normally 3:00 p.m. Central Time) each day the NYSE is open. All purchase orders received in proper form and accepted by the time the Funds NAV is calculated will receive that days NAV, regardless of when the order is processed.
How is NAV Calculated ? Each class NAV per share is the value of a single share of the class. It is computed for each class of the Fund by totaling the class pro rata share of the value of the Funds investments, cash and other assets, subtracting the class pro rata share of the value of the Funds general liabilities and the liabilities specifically allocated to the class, then dividing the result by the number of shares of that class outstanding. For purpose of calculating the NAV, securities transactions and shareholder transactions are accounted for no later than one business day after the trade date.
In determining the NAV for the Fund, listed equity securities are valued each trading day at the last sale price or official closing price reported on a national securities exchange, including NASDAQ. Securities listed on a foreign exchange are valued each trading day at the last closing price on the principal exchange
on which they are traded immediately prior to the time for determination of NAV or at fair value as discussed below.
Equity securities without a reported trade are generally valued at the mean of the latest bid and asked price as furnished by an independent pricing service.
Securities or other assets for which market valuations are not readily available, or are deemed to be inaccurate, are valued at fair value as determined in good faith using methods approved by the Board. The Board has established a Pricing Committee, which is responsible for determinations of fair value, subject to the supervision of the Board. In determining fair value, the Pricing Committee takes into account all information available and any factors it deems appropriate. Consequently, the price of securities used by the Fund to calculate its NAV may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments. It is possible that the fair value determined for a security is materially different than the value that could be realized upon the sale of that security and the difference may be material to the NAV of the Fund.
Certain securities held by the Fund may be listed on foreign exchanges that trade on days when the Fund does not calculate its NAV. As a result, the market value of the Funds investments may change on days when you cannot purchase or sell Fund shares. In addition, a foreign exchange may not value its listed securities at the same time that the Fund calculates its NAV. Most foreign markets close well before the Fund values its securities, generally 3:00 p.m. (Central Time). The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may occur in the interim, which may affect a securitys value.
The Pricing Committee may determine that a security needs to be fair valued if, among other things, it believes the value of the security might have been materially affected by events occurring after the close of the market in which the security was principally traded, but before the time for determination of the NAV (a subsequent event). A subsequent event might include a company-specific development (for example, announcement of a merger that is made after the close of the foreign market), a development that might affect an entire market or region (for example, weather related events) or a potentially global development (such as a terrorist attack that may be expected to have an effect on investor expectations worldwide). The Board has retained an independent fair value pricing service to assist in
7
How to Buy Shares (cont.)
valuing foreign securities when a subsequent event has occurred. The service utilizes statistical data based on historical performance of securities, markets and other data in developing factors used to estimate fair value for that day.
Redemption Fee . Your redemption or exchange proceeds may be reduced by a redemption fee of 2.00% if you redeem or exchange shares of the Fund less than 30 days after the purchase of such shares. The redemption fee is paid to the Fund. The purpose of the fee is to offset the costs associated with short-term trading in the Funds shares. See How to Redeem and Exchange SharesWill I Be Charged a Fee for Redemptions? and Additional Conditions for RedemptionsFrequent Traders below.
How Do I Purchase Shares? You may purchase shares through a broker/dealer, investment professional or financial institution (Authorized Dealers). Some Authorized Dealers may charge a transaction fee for this service. You also may purchase shares directly from the Fund by the methods described below under the Fund Purchase Easy Reference Table and sending your payment to the Fund by check or wire. Clients of Marshall & Ilsley Trust Company, N.A. (M&I Trust) may purchase shares by contacting their trust account officer. In connection with opening an account, you will be requested to provide information that will be used by the Fund to verify your identity, as described in more detail under Important Information About Procedures for Opening a New Account below.
In special circumstances, the minimum investments listed in the table may be waived or lowered at the Funds discretion. If your investment is aggregated into omnibus accounts established by an investment adviser, broker or other financial intermediary, in the Funds discretion, the account minimum for Class I shares may be applied to the omnibus accounts, not to your individual investment. Call your broker/dealer, investment professional or financial institution for any additional limitations.
If you purchase shares of the Fund through a program of services offered or administered by an Authorized Dealer or other service provider, you should read the program materials, including information relating to fees, in conjunction with the Funds Prospectus. Certain features of the Fund may not be available or may be modified in connection with the program of services provided.
Once you have opened an account, you may purchase additional Fund shares by contacting BMO Investor Services (BIS) at 1-800-236-FUND (3863) if you have pre-authorized the telephone purchase privilege.
The Fund reserves the right to reject any purchase request. It is the responsibility of BIS, any Authorized Dealer, or other service provider that has entered into an agreement with the Fund, its distributor, or its administrative or shareholder services agent to promptly submit purchase orders to the Fund.
You are not the owner of Fund shares (and therefore will not receive distributions) until payment for the shares is received in good funds. Wires are generally good funds on the day received and checks are good funds when deposited with the Funds custodian, normally the next business day after receipt. Checks sent to the BMO Funds to purchase shares must be made payable to the BMO Funds.
Important Information About Procedures for Opening a New Account . The Fund is required to comply with various anti-money laundering laws and regulations. To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions, including mutual funds, to obtain, verify and record information that identifies each person who opens an account. Consequently, when you open an account, the Fund must obtain certain personal information, including your full name, address, date of birth, social security number and other information that will allow the Fund to identify you. The Fund also may ask for other identifying documents or information.
If you do not provide this information, the Fund may be unable to open an account for you and your purchase order will not be in proper form. In the event the Fund is unable to verify your identity from the information provided, the Fund may, without prior notice to you, close your account within five business days and redeem your shares at the NAV next determined after the account is closed. Any delay in processing your order due to your failure to provide all required information will affect the purchase price you receive for your shares. The Fund is not liable for fluctuations in value experienced as a result of such delays in processing. If at any time the Fund detects suspicious behavior or if certain account information matches government lists of suspicious persons, the Fund may determine not to open an account, may reject additional purchases, may close an existing account, may file a suspicious activity report or may take other appropriate action.
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How to Buy Shares (cont.)
Fund Purchase Easy Reference Table
Minimum Investments
Class Y
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To open an account - $1,000 |
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To add to an account (including through a Systematic Investment Program) - $50 |
Class I
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To open an account - $2,000,000 |
Phone 1-800-236-FUND (3863)
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Contact BIS. |
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Complete an application for a new account. |
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Once you have opened an account and if you authorized telephone privileges on your account application or by subsequently completing an authorization form, you may purchase additional shares or exchange shares from another BIS Fund having an identical shareholder registration. |
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To open an account, send your completed account application and check payable to BMO Funds to the following address: |
BMO Investor Services
P.O. Box 55931
Boston, MA 02205-5931
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To add to your existing Fund account, send in your check, payable to BMO Funds, to the same address. Indicate your Fund account number on the check. |
Wire
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Notify BIS and request wire instructions at 1-800-236-FUND (3863). |
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Mail a completed account application to the Fund at the address above under Mail. |
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Your bank may charge a fee for wiring funds. Wire orders are accepted only on days when the Fund and the Federal Reserve wire system are open for business. |
Systematic Investment Program
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You can have money automatically withdrawn from your checking account ($50 minimum) on predetermined dates and invest it in the Fund at the next Fund share price determined after BIS receives the order. |
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Call BIS at 1-800-236-FUND (3863) to apply for this program. |
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How to Buy Shares (cont.)
Fund Purchase Easy Reference Table
BMO Funds Website
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You may purchase Fund shares at www.bmofundsus.com. |
Additional Information About Checks and Automated Clearing House (ACH) Transactions Used to Purchase Shares
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If your check or ACH purchase does not clear, your purchase will be canceled and you will be charged a $15 fee and held liable for any losses incurred by the Fund. |
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If you purchase shares by check or ACH, you may not be able to receive proceeds from a redemption for up to seven days. |
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All checks should be made payable to BMO Funds. |
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The maximum ACH purchase amount is $100,000. |
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How to Redeem and Exchange Shares
How Do I Redeem Shares? You may redeem your Fund shares by several methods, described below under the Fund Redemption Easy Reference Table. You should note that redemptions will be made only on days when the Fund computes its NAV. When your redemption request is received in proper form, it is processed at the next determined NAV.
Clients of M&I Trust should contact their account officer to make redemption requests. Telephone or written requests for redemptions must be received in proper form, as described below, and can be made through BIS or any Authorized Dealer. It is the responsibility of BIS, any Authorized Dealer or other service provider to promptly submit redemption requests to the Fund.
Redemption requests for the Fund must be received in proper form by the close of trading on the NYSE, generally 3:00 p.m. (Central Time), for shares to be redeemed at that days NAV. Different cut-off times for redemption requests through an Authorized Dealer may be imposed. Please contact your Authorized Dealer for more information.
All redemption requests received in proper form by the time the Funds NAV is calculated will receive that days NAV, regardless of when the request is processed. Redemption proceeds will normally be mailed, or wired if by written request, the following business day, but in no event more than seven days, after the request is made.
Will I Be Charged a Fee for Redemptions? You may be charged a transaction fee if you redeem Fund shares through an Authorized Dealer or service provider (other than BIS or M&I Trust), or if you are redeeming by wire. Consult your Authorized Dealer or service provider for more information, including applicable fees. You will be charged a 2.00% short-term redemption fee on shares that have been held for less than 30 days when redeemed (other than shares acquired through reinvestments of capital gain or net income distributions), determined on a first-in, first-out basis. See Additional Conditions for RedemptionsFrequent Traders below.
Fund Redemption Easy Reference Table
Certain redemption requests may require a signature guarantee. See Signature Guarantee below for details.
Phone 1-800-236-FUND (3863)
|
Contact BIS. |
|
If you have authorized the telephone redemption privilege in your account application or by a subsequent authorization form, you may redeem shares by telephone. If you are a customer of an Authorized Dealer, you must contact your account representative. |
|
Not available to retirement accounts, for which redemptions must be done in writing. |
|
Send in your written request to the following address, indicating your name, the Fund name, your account number, and the number of shares or the dollar amount you want to redeem to: |
BMO Investor Services
P.O. Box 55931
Boston, MA 02205-5931
|
For additional assistance, call BIS at 1-800-236-FUND (3863). |
11
How to Redeem and Exchange Shares (cont.)
Fund Redemption Easy Reference Table
Wire/Electronic Transfer
|
Upon written request sent to the address above under Mail, redemption proceeds can be directly deposited by Electronic Funds Transfer or wired directly to a domestic commercial bank previously designated by you in your account application or by subsequent form. |
|
Wires of redemption proceeds will only be made on days on which the Fund and the Federal Reserve wire system are open for business. |
|
Wire-transferred redemptions may be subject to an additional fee imposed by the bank receiving the wire. |
Systematic Withdrawal Program
|
If you have a Fund account balance of at least $10,000, you can have predetermined amounts of at least $100 automatically redeemed from your Fund account on predetermined dates on a monthly or quarterly basis. |
|
Contact BIS to apply for this program. |
BMO Funds Website
|
You may redeem Fund shares at www.bmofundsus.com. |
12
How to Redeem and Exchange Shares (cont.)
Additional Conditions for Redemptions
Signature Guarantees . In the following instances, you must have a signature guarantee on written redemption requests:
|
when you want a redemption to be sent to an address other than the one you have on record with the Fund; |
|
when you want the redemption payable to someone other than the shareholder of record; or |
|
when your redemption is to be sent to an address of record that was changed within the last 30 days. |
Your signature can be guaranteed by any federally insured financial institution (such as a bank or credit union) or a broker/dealer that is a domestic stock exchange member, but not by a notary public.
Limitations on Redemption Proceeds . Redemption proceeds normally are wired or mailed within one business day after accepting a request in proper form. However, delivery of payment may be delayed up to seven days:
|
to allow your purchase payment to clear; |
|
during periods of market volatility; or |
|
when a shareholders trade activity or amount adversely impacts the Funds ability to manage its assets. |
You will not accrue interest or dividends on uncashed checks from the Fund. If those checks are undeliverable and returned to the Fund, the proceeds will be reinvested in shares of the Fund.
Corporate Resolutions . Corporations, trusts and institutional organizations are required to furnish evidence of the authority of persons designated on the account application to effect transactions on behalf of the organizations.
Redemption in Kind . The Fund has reserved the right to pay the redemption price in whole or in part by a distribution of the Funds portfolio securities. This means that the Fund is obligated to pay share redemptions to any one shareholder in cash only up to the lesser of $250,000 or 1.00% of the Funds net assets represented by such share class during any 90-day period. Generally, any share redemption payment greater than this amount will be paid in cash unless the Adviser determines that payment should be in kind. Redemptions in kind are taxable for federal
income tax purposes in the same manner as redemptions for cash.
Exchange Privilege . You may exchange shares of each class of the Fund for shares of the same class of any of the other BMO Funds free of charge, provided you meet the investment minimum of the Fund and you reside in a jurisdiction where Fund shares may be lawfully offered for sale. An exchange, if less than 30 days after purchase, may be subject to a 2.00% short-term redemption fee. See Will I Be Charged a Fee for Redemptions? An exchange is treated as a redemption and a subsequent purchase, and is therefore a taxable transaction for federal income tax purposes.
Signatures must be guaranteed if you request an exchange into another Fund with a different shareholder registration. The exchange privilege may be modified or terminated at any time.
Exchanges by Telephone . If you have completed the telephone authorization section on your account application or an authorization form obtained through BIS, you may telephone instructions to BIS to exchange between Fund accounts that have identical shareholder registrations. Customers of broker/dealers, financial institutions or service providers should contact their account representatives. Telephone exchange instructions must be received by the Fund before the close of trading on the NYSE, generally 3:00 p.m. (Central Time), for shares to be exchanged at the NAV calculated that day and to receive a dividend of the BMO Fund into which you exchange, if applicable.
The Fund will record your telephone instructions. The Fund will not be liable for losses due to unauthorized or fraudulent telephone instructions as long as reasonable security procedures are followed. You will be notified of changes to telephone transaction privileges.
Frequent Traders . The Funds management or the Adviser may determine from the amount, frequency and pattern of exchanges or redemptions that a shareholder is engaged in excessive trading that is detrimental to the Fund or its other shareholders. Such short-term or excessive trading into and out of the Fund may harm all shareholders by disrupting investment strategies, increasing brokerage, administrative and other expenses, decreasing tax efficiency and diluting the value of shares held by long-term shareholders.
The Board has approved policies that seek to discourage frequent purchases and redemptions and
13
How to Redeem and Exchange Shares (cont.)
curb the disruptive effects of frequent trading (the Market Timing Policy). Pursuant to the Market Timing Policy, the Fund may decline to accept an application or may reject a purchase request, including an exchange, from an investor who, in the sole judgment of the Adviser, has a pattern of short-term or excessive trading or whose trading has been or may be disruptive to the Fund. The Fund, the Adviser and affiliates thereof are prohibited from entering into arrangements with any shareholder or other person to permit frequent purchases and redemptions of Fund shares.
The Fund monitors and enforces the Market Timing Policy through:
|
the termination of a shareholders purchase and/or exchange privileges; |
|
selective monitoring of trade activity; and |
|
the imposition of a 2.00% short-term redemption fee for redemptions or exchanges of shares of the Fund within 30 days after purchase of such shares, determined on a first-in, first-out basis. |
The redemption fee is deducted from redemption proceeds and is paid directly to the Fund.
A redemption of shares acquired as a result of reinvesting distributions is not subject to the redemption fee. The redemption fee may not apply to shares redeemed in the case of death, through an automatic, nondiscretionary rebalancing or asset allocation program, trade error correction and involuntary redemptions imposed by the Fund or a financial intermediary. In addition, the redemption fee will not apply to certain transactions in retirement accounts ( e.g. , IRA accounts and qualified employee benefit plans), disability or hardship, forfeitures, required minimum distributions, systematic withdrawals, shares purchased through a systematic purchase plan, return of excess contributions and loans. The Funds officers may, in their sole discretion, authorize waivers of the short-term redemption fee in other limited circumstances that do not indicate market timing strategies. All waivers authorized by the officers are reported to the Board.
Although the Fund seeks to detect and deter market timing activity, its ability to monitor trades that are placed by individual shareholders through omnibus accounts is limited because the Fund may not have direct access to the underlying shareholder account information. Omnibus accounts are accounts maintained by financial intermediaries on behalf of multiple beneficial shareholders. Due to policy, operational or system requirements and limitations,
omnibus account holders, including qualified employee benefit plans, may use criteria and methods for tracking, applying or calculating the redemption fee that may differ from those utilized by the Funds transfer agent. In addition, the Fund may rely on a financial intermediarys market timing policy, even if those policies are different from the Funds policy, when the Fund believes that the policy is reasonably designed to prevent excessive trading practices that are detrimental to the Fund. If you purchase Fund shares through a financial intermediary, you should contact your financial intermediary for more information on how the redemption fee is applied to redemptions or exchanges of your shares.
The Fund may request that financial intermediaries furnish the Fund with trading and identifying information relating to beneficial shareholders, such as social security and account numbers, in order to review any unusual patterns of trading activity discovered in the omnibus account. The Fund also may request that the financial intermediaries take action to prevent a particular shareholder from engaging in excessive trading and to enforce the Funds or its market timing policies. There may be legal and technological limitations on the ability of financial intermediaries to restrict the trading practices of their clients, and they may impose restrictions or limitations that are different from the Funds policies. As a result, the Funds ability to monitor and discourage excessive trading practices in omnibus accounts may be limited.
14
Fund Transactions Through BMO Funds Website . If you have previously established an account with the Fund, you may purchase, redeem or exchange shares through the BMO Funds website at www.bmofundsus.com. You also may check your Fund account balance(s) and historical transactions through the website. You cannot, however, establish a new Fund account through the websiteyou may only establish a new Fund account under the methods described in the How to Buy Shares section.
Clients of M&I Trust should contact their account officer for information on the availability of transactions on the website.
Online Conditions . Because of security concerns and costs associated with maintaining the website, purchases, redemptions and exchanges through the website are subject to the following daily minimum and maximum transaction amounts:
Minimum | Maximum | |||||||
Purchases: |
$ | 50 | $ | 100,000 | ||||
Redemptions: |
By ACH: $50 | By ACH: $50,000 | ||||||
By wire: $1,000 | By wire: $50,000 | |||||||
Exchanges: |
$ | 50 | $ | 100,000 |
Your transactions through the website are effective at the time they are accepted by the Fund, and are subject to all of the conditions and procedures described in this Prospectus.
You may not change your address of record, registration or wiring instructions through the website. The website privilege may be modified at any time, but you will be notified in writing of any termination of the privilege.
Online Risks . If you utilize the website for account histories or transactions, you should be aware that the Internet is an unsecured, unregulated and unpredictable environment. Your ability to use the website for transactions is dependent upon the Internet and equipment, software, systems, data and services provided by various vendors and third parties (including telecommunications carriers, equipment manufacturers, firewall providers and encryption system providers). While the Fund and its service providers have established certain security procedures, the Fund and its transfer agent cannot assure you that inquiries or trading activity will be completely secure. There also may be delays, malfunctions or other inconveniences generally associated with this medium. There may be times when the website is unavailable for Fund transactions, which may be due to the Internet or the
actions or omissions of a third partyshould this happen, you should consider purchasing, redeeming or exchanging shares by another method. The Fund, its transfer agent and BIS are not responsible for any such delays or malfunctions, and are not responsible for wrongful acts by third parties, as long as reasonable security procedures are followed.
Confirmations and Account Statements . You will receive confirmation of purchases, redemptions and exchanges (except for systematic program transactions). In addition, you will receive periodic statements reporting all account activity, including systematic program transactions and distributions of net investment income. You may request photocopies of historical confirmations from prior years. The Fund may charge a fee for this service.
Distributions of Net Investment Income and Capital Gains . Distributions of net investment income, if any, of the Fund are declared and paid annually. Distributions of net investment income are paid to all shareholders invested in the Fund on the record date, which is the date on which a shareholder must officially own shares in order to earn a distribution.
In addition, the Fund distributes net capital gains, if any, at least annually. If capital gains or losses were realized by the Fund, they could result in an increase or decrease in the Funds distributions. Your distributions of net investment income and capital gains will be automatically reinvested in additional shares of the same class of the Fund unless you elect cash payments. If you elect cash payments and the payment is returned as undeliverable, your cash payment will be reinvested in shares of the Fund and your distribution option will convert to automatic reinvestment. If any distribution check remains uncashed for six months, the check amount will be reinvested in shares and you will not accrue any interest or distributions on this amount prior to the reinvestment. Distributions of net investment income and capital gains are treated the same for federal income tax purposes whether received in cash or in additional shares.
If you purchase shares just before the Fund declares a dividend or capital gain distribution, you will pay the full price for the shares and then receive a portion of the price back in the form of the distribution. The distribution will generally be taxable to you for federal income tax purposes.
Shares may be redeemed or exchanged based on either a dollar amount or number of shares. If you are redeeming or exchanging based upon a number of
15
Account and Share Information (cont.)
Fund shares, you must redeem or exchange enough shares to meet the minimum dollar amounts described above, but not so much as to exceed the maximum dollar amounts.
What are Distributions of Net Investment Income and Capital Gains ? A distribution of net investment income is the money paid to shareholders that a mutual fund has earned from the income on its investments after paying any Fund expenses. A capital gain distribution is the money paid to shareholders from a mutual funds net profit realized from the sales of portfolio securities.
Accounts with Low Balances. Due to the high cost of maintaining accounts with low balances, the Fund may redeem your Class Y shares and pay you the proceeds if your account balance falls below the required minimum value of $1,000. Similarly, your Class I shares may be converted to Class Y shares if your account balance falls below the required minimum of $2,000,000. Before shares are redeemed to close an account or converted from Class I shares to Class Y shares, you will be notified in writing and allowed 30 days to purchase additional shares to meet the minimum account balance requirement.
Multiple Classes . The BMO Funds have adopted a plan that permits the Fund to offer more than one class of shares. Currently, the Fund offers two classes of shares. All shares of the Fund or class have equal voting rights and will generally be entitled to vote in the aggregate and not by the Fund or class. There may be circumstances, however, when only shareholders of a particular Fund or class are entitled to vote on matters affecting that Fund or class. Share classes may have different sales charges and other expenses, which may affect their performance.
Tax Information
Federal Income Tax . The Fund sends you an annual statement of your account activity to assist you in completing your federal, state and local tax returns. Fund distributions of net investment company taxable income and net capital gains are treated the same for federal income tax purposes whether paid in cash or reinvested in the Fund. Distributions from the Funds net investment company taxable income (which includes dividends, interest, net short-term capital gains and net gains from foreign currency transactions), if any, generally are taxable to you as ordinary income, unless such distributions are attributable to qualified dividend income eligible for taxable years beginning on or before December 31, 2012 for the reduced federal income tax rates applicable to long-term capital gains, provided certain holding periods and other requirements are
satisfied. Distributions of the Funds net capital gains (the excess of net long-term capital gains over net short-term capital losses), if any, are taxable as long-term capital gains, regardless of how long you may have held shares of the Fund. Long-term capital gains are taxable to noncorporate investors at a maximum federal income tax rate of 15% for taxable years beginning on or before December 31, 2012. Fund distributions are expected to primarily consist of net capital gains.
For tax years beginning in 2013, individuals, trusts and estates are scheduled to be subject to a Medicare tax of 3.8% (in addition to regular income tax). The Medicare tax will be imposed on the lesser of the taxpayers (i) net investment income (excluding tax-exempt interest), net of deductions properly allocable to such income or (ii) the amount by which the taxpayers modified adjusted gross income exceeds certain thresholds ($250,000 for married individuals filing jointly, $200,000 for individuals and $125,000 for married individuals filing separately). The Fund anticipates that it will distribute income that will be includable in net investment income for purposes of this Medicare tax.
Distributions declared by the Fund during October, November or December to shareholders of record during such month and paid by January 31 of the following year are treated for federal income tax purposes as if received by shareholders on December 31 of the year in which the distribution was declared.
If more than 50% of the value of the Funds total assets at the close of its taxable year consists of stock or securities of foreign corporations, the Fund may be eligible to elect to pass through to you foreign income taxes that it pays. If the Fund is eligible for and makes this election, you will be required to include your share of those taxes in gross income as a distribution from the Fund. You will then be allowed to claim a credit (or a deduction, if you itemize deductions) for such amounts on your federal income tax return, subject to certain limitations. Tax-exempt holders of Fund shares, such as qualified retirement plans, will not generally benefit from such deduction or credit.
Your redemption of Fund shares may result in a taxable gain or loss to you for federal income tax purposes, depending on whether the redemption proceeds are more or less than your basis in the redeemed shares. The gain or loss will generally be treated as long-term capital gain or loss if the shares were held for more than one year and if not held for such period, as short-term capital gain or loss. An exchange of Fund shares for shares in any other BMO Fund generally will be treated for federal
16
Account and Share Information (cont.)
income tax purposes as a redemption followed by the purchase of shares of the other Fund, and thus will generally result in the same tax treatment as a redemption of Fund shares.
If you do not furnish the Fund with your correct social security number or taxpayer identification number, you fail to make certain required certifications and/or the Fund receives notification from the Internal Revenue Service requiring back-up withholding, the Fund is required by federal law to withhold federal income tax from your distributions (including distributions of tax-exempt interest) and redemption proceeds, currently at a rate of 28% for U.S. citizens and residents. Back-up withholding is not an additional tax. Any amounts withheld may be credited against your federal income tax liability, provided the appropriate information is furnished to the Internal Revenue Service.
This section is not intended to be a full discussion of the federal income tax laws and the effect of such laws on you. There may be other federal, state, foreign or local tax considerations applicable to a particular investor. Please consult your own tax advisor regarding federal, state, foreign and local tax considerations.
Portfolio Holdings
A 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).
17
Management of the BMO Funds . The Board governs the Fund. The Board oversees the Adviser. The Advisers address is 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin 53202.
The Adviser has entered into a sub-advisory contract with LGM(HK), pursuant to which LGM(HK) manages the Funds portfolio, subject to oversight by the Adviser.
Advisers Background . The Adviser is a registered investment adviser and a wholly-owned subsidiary of BMO Financial Corp., a financial services company headquartered in Chicago, Illinois, and an indirect wholly-owned subsidiary of the Bank of Montreal (BMO), a Canadian bank holding company. On July 5, 2011, BMO acquired the Advisers parent company, Marshall & Ilsley Corporation. As a result of the transaction, Marshall Funds, Inc. began doing business as BMO Funds. In the first calendar quarter of 2012, it is expected that the Adviser will be merged into Harris Investment Management, Inc., a subsidiary of BMO, and the resulting corporation will be renamed consistent with other businesses within the BMO organization. As of August 31, 2011, the Adviser had approximately $22.5 billion in assets under management, of which approximately $8.7 billion was in the BMO Funds assets, and has managed investments for individuals and institutions since 1973. The Adviser has managed the BMO Funds, previously known as Marshall Funds, since 1992.
Sub-Advisers Background. LGM(HK), an affiliate of the Adviser, is a registered investment adviser founded in 1991 that specializes in Asia Pacific and global emerging market equities and provides investment management services to pension funds, foundations, government organizations, mutual funds, high net worth individuals, hedge funds and other funds sponsored by subsidiaries of LGM. LGM(HK) is a wholly-owned subsidiary of LGM and an indirect wholly-owned subsidiary of BMO. As of October 31, 2011, LGM(HK) had approximately $969 million in assets under management. LGM(HK)s address is Suite 3808, One Exchange Square Central, Hong Kong, Hong Kong.
All fees of LGM(HK) are paid by the Adviser.
Manager of Managers Structure. The BMO Funds and the Adviser have received an exemptive order from the SEC granting exemptions from certain provisions of the 1940 Act, pursuant to which the Adviser will be permitted to enter into and materially amend sub-advisory agreements with sub-advisers who are not affiliated with the Funds or the Adviser without shareholder approval of the applicable Fund,
subject to the supervision and approval of the Board and certain other conditions specified in the order. Consequently, the Adviser will have the right to hire, terminate or replace sub-advisers without shareholder approval when the Board and the Adviser feel that a change would benefit a Fund. Within 90 days after the hiring of a new sub-adviser, affected shareholders will receive information about the new sub-advisory relationship. The Adviser will continue to have the ultimate responsibility (subject to the oversight of the Board) to oversee the sub-advisers and recommend their hiring, termination and replacement. The manager of managers structure enables the Funds to operate with greater efficiency and without incurring the expense and delays associated with obtaining shareholder approval of sub-advisory agreements. The structure does not permit investment management fees paid by the Funds to be increased or change the Advisers obligations under the investment advisory agreement with the Funds, including the Advisers responsibility to monitor and oversee sub-advisory services furnished to the Funds, without shareholder approval. Furthermore, any sub-advisory agreements with affiliates of the Funds or the Adviser will require shareholder approval.
Portfolio Managers .
Robert Lloyd George and Irina Hunter have co-managed the Fund since December 2011. Mr. Lloyd George, Chairman of LGM(HK) and LGM(HK)s parent company, Lloyd George Management (B.V.I.) Limited (together with its subsidiaries LGM), began his investment career in London in 1974 and founded LGM in 1991. He advises the Eton College endowment fund and the International Monetary Fund retirement plan. Ms. Hunter, a portfolio manager at LGM(HK) and Lloyd George Management (Europe) Limited, has been with LGM since 2007.
The Funds SAI provides additional information about the portfolio managers, including other accounts they manage, their ownership of Fund shares, and their compensation.
Advisory Fee . The Adviser is entitled to receive an investment advisory fee from the Fund at the annual rate of .90% of the Funds average daily net assets (ADNA).
The Adviser has contractually agreed to waive or reduce its investment advisory fee and reimburse expenses to the extent necessary to prevent class total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation
18
BMO Funds Information (cont.)
and other expenses not incurred in the ordinary course of the Funds business and Acquired Fund Fees and Expenses) from exceeding 1.40% of the ADNA of the Investor Class and 1.15% of the ADNA of the Institutional Class of the Fund, respectively. The Adviser may not terminate this arrangement prior to July 6, 2013 unless the investment advisory agreement is terminated.
In addition, the Adviser has the discretion to voluntarily waive its fee for the Fund. Any such waiver by the Adviser is voluntary and may be terminated at any time in the Advisers sole discretion.
The Boards basis for approving the investment advisory contract and sub-advisory contract on behalf of the Fund will be included in the Funds semi- annual report for the fiscal year ended February 28, 2012.
Affiliate Services and Fees . M&I Trust, an affiliate of the Adviser, provides services to the Fund as shareholder services agent, securities lending agent, recordkeeper and administrator, directly and through its division, BIS. M&I Trust is entitled to receive shareholder services fees from the Class Y shares Fund at the annual rate of 0.25% of the Funds ADNA. M&I Trust has the discretion to waive a portion of its fees. However, any fee waivers are voluntary and may be terminated at any time in its sole discretion. As compensation for its services as securities lending agent, M&I Trust receives a portion of the Funds revenues from securities lending activities.
M&I Trust is the administrator of the Fund and UMB Fund Services, Inc. (UMB) is the sub-administrator.
M&I Trust, as administrator, is entitled to receive fees from the Fund at the following annual rates as a percentage of the Funds ADNA:
Fee |
Funds ADNA |
|
0.0925% |
on the first $250 million | |
0.0850% |
on the next $250 million | |
0.0800% |
on the next $200 million | |
0.0400% |
on the next $100 million | |
0.0200% |
on the next $200 million | |
0.0100% |
on ADNA in excess of $1.0 billion |
All fees of the sub-administrator are paid by M&I Trust.
Payments to Financial Intermediaries . From time to time, the Adviser, M&I Trust, M&I Financial Advisors, the distributor or their affiliates may enter into arrangements with each other or with brokers or other financial intermediaries pursuant to which such parties agree to perform administrative or other services on behalf of their clients who are Fund shareholders. Pursuant to these arrangements, the Adviser, M&I Trust, M&I Financial Advisors, the distributor or their affiliates may make payments to each other or to brokers or other financial intermediaries from their own resources (including shareholder services fees paid by the Fund to M&I Trust) for services provided to clients who hold Fund shares. In addition, the Adviser or an affiliate may make payments to a financial intermediary, including affiliates such as M&I Financial Advisors, based on the value of Fund shares held through the affiliate or intermediary, to compensate it for introducing new shareholders to the Fund and for other services. These payments may vary in amount and generally range from 0.05% to 0.40%. For its services, M&I Financial Advisors will receive special cash compensation based on the value of Fund shares invested through certain intermediaries for a designated time period. The receipt of (or prospect of receiving) such payments or compensation may provide the affiliate or intermediary and its salespersons with an incentive to favor sales of Fund shares, or certain classes of those shares, over other investment alternatives. You may wish to consider whether such arrangements exist when evaluating recommendations from the affiliate or intermediary.
Distributor. M&I Distributors, LLC (MID), a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc., acts as principal distributor of the Funds shares. All fees of the distributor are paid by M&I Trust. MID is an affiliate of the Adviser and M&I Trust.
19
Financial HighlightsInvestor Class of Shares (For a
share outstanding throughout each period)
The Financial Highlights will help you understand the financial performance of the shares of the Fund since inception. Some of the information is presented on a per share basis. Prior to December 29, 2011, the Fund was known as the Marshall Emerging Markets Equity Fund. Total returns represent the rate an investor would have earned (or lost) on an investment in the Fund, assuming reinvestment of any dividends and capital gains distributions.
The information for the fiscal year ended August 31, 2011 was derived from financial statements audited by KPMG LLP, the Funds independent registered public accounting firm, whose report, along with the Funds financial statements and notes thereto, is included in the Funds Annual Report dated August 31, 2011, which is available free of charge from the Fund. The information from the prior years was derived from financial statements audited by a different firm.
Period Ended
|
Net Asset
Value Beginning of Period |
Net
Investment Income (Loss) |
Net Realized and
Unrealized Gain (Loss) on Investments, Options, Futures Contracts and Foreign Currency Transactions |
Total from
Investment Operations |
Distributions to
Shareholders from Net Investment Income |
Distributions to
Shareholders from Net Realized Gain on Investments, Options, Futures Contracts and Foreign Currency Transactions |
Total
Distributions |
Net Asset
Value, End of Period |
Total
Return (1)(4) |
Ratios to Average Net Assets(5) |
Net
Assets, End of Period (000 Omitted) |
Portfolio
Turnover Rate(4) |
||||||||||||||||||||||||||||||||||||||||||||||
Net
Expenses(2) |
Expense
Waiver(2) |
Net
Investment Income (Loss)(2) |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Emerging Markets Equity Fund |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2009(3)(6) |
$ | 10.00 | $ | 0.08 | $ | 4.38 | $ | 4.46 | $ | (0.01 | ) | $ | | $ | (0.01 | ) | $ | 14.45 | 44.61 | % | 1.50 | % | 1.27 | % | 1.52 | % | $6,691 | 58 | % | |||||||||||||||||||||||||||||
2010(3) |
14.45 | 0.03 | 2.37 | 2.40 | (0.16 | ) | (0.52 | ) | (0.68 | ) | 16.17 | 16.63 | 1.50 | 0.51 | 0.28 | 12,856 | 30 | |||||||||||||||||||||||||||||||||||||||||
2011(3) |
16.17 | 0.08 | 0.86 | 0.94 | (0.45 | ) | (0.85 | ) | (1.30 | ) | 15.81 | 5.08 | 1.50 | 0.37 | 0.67 | 11,753 | 34 |
(1) | Based on net asset value as of end of period date. |
(2) | The contractual and voluntary expense waivers pursuant to Note 5 of the financial statements are reflected in both the expense and net investment income (loss) ratios. |
(3) | Redemption fees consisted of per share amounts less than $0.01. |
(4) | Not annualized for periods less than one year. |
(5) | Annualized for periods less than one year. |
(6) | Reflects operations for the period from December 23, 2008 (commencement of operations) to August 31, 2009. |
20
Financial HighlightsInstitutional Class of Shares (For a
share outstanding throughout each period)
Period Ended
|
Net Asset
Value Beginning of Period |
Net
Investment Income (Loss) |
Net Realized and
Unrealized Gain (Loss) on Investments, Options, Futures Contracts and Foreign Currency Transactions |
Total from
Investment Operations |
Distributions to
Shareholders from Net Investment Income |
Distributions to
Shareholders from Net Realized Gain on Investments, Options, Futures Contracts and Foreign Currency Transactions |
Total
Distributions |
Net Asset
Value, End of Period |
Total
Return(1)(4) |
Ratios to Average Net Assets(5) |
Net
Assets, End of Period (000 Omitted) |
Portfolio
Turnover Rate(4) |
||||||||||||||||||||||||||||||||||||||||||||
Net
Expenses(2) |
Expense
Waiver(2) |
Net
Investment Income (Loss)(2) |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Emerging Markets Equity Fund |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
2009(3)(6) |
$ | 10.00 | 0.09 | $ | 4.39 | $ | 4.48 | $ | (0.01 | ) | $ | | $ | (0.01 | ) | $ | 14.47 | 44.82 | % | 1.25 | % | 1.27 | % | 1.54 | % | $ | 39,054 | 58 | % | |||||||||||||||||||||||||||
2010(3) |
14.47 | 0.09 | 2.35 | 2.44 | (0.18 | ) | (0.52 | ) | (0.70 | ) | 16.21 | 16.88 | 1.25 | 0.51 | 0.53 | 46,996 | 30 | |||||||||||||||||||||||||||||||||||||||
2011(3) |
16.21 | 0.09 | 0.90 | 0.99 | (0.49 | ) | (0.85 | ) | (1.34 | ) | 15.86 | 5.32 | 1.25 | 0.36 | 0.85 | 37,164 | 34 |
(1) | Based on net asset value as of end of period date. |
(2) | The contractual and voluntary expense waivers pursuant to Note 5 of the financial statements are reflected in both the expense and net investment income (loss) ratios. |
(3) | Redemption fees consisted of per share amounts less than $0.01. |
(4) | Not annualized for periods less than one year. |
(5) | Annualized for periods less than one year. |
(6) | Reflects operations for the period from December 23, 2008 (commencement of operations) to August 31, 2009. |
21
The SAI is incorporated by reference into this Prospectus. Additional information about the Funds investments is contained in the SAI and the Annual and Semi-Annual Reports of the Fund as they become available. The Annual Reports investment commentaries discuss market conditions and investment strategies that significantly affected the performance of the Fund during its last fiscal year.
To obtain the SAI, Annual Report, Semi-Annual Report and other information, free of charge, and to make inquiries, write to or call BIS at 1-414-287-8555 or at 1-800-236-FUND (3863). You also may obtain these materials free of charge on the BMO Funds website at www.bmofundsus.com.
You may write to the SEC Public Reference Room at the regular mailing address or the e-mail address
below and ask them to mail you information about the Fund, including the SAI.
They will charge you a fee for this duplicating service. You can also visit the SEC Public Reference Room and review and copy documents while you are there. For more information about the operation of the Public Reference Room, call the SEC at the telephone number below.
Public Reference Section
Securities and Exchange Commission
Washington, D.C. 20549-1520
publicinfo@sec.gov
1-202-551-8090
Reports and other information about the Fund are also available on the EDGAR database on the SECs Internet site at http://www.sec.gov.
BMO Investor Services
P.O. Box 55931
Boston, MA 02205-5931
1-414-287-8555
1-800-236-FUND (3863)
www.bmofundsus.com
Not FDIC Insured |
No Bank Guarantee | May Lose Value |
M&I Distributors, LLC Distributor |
Investment Company Act File No. 811-58433 |
BMO Funds
Statement of Additional Information
December , 2011
BMO Lloyd George Emerging Markets Equity Fund
Investor Class (Class Y) | MEMYX | |
Institutional Class (Class I) | MIEMX |
This Statement of Additional Information (SAI) is not a Prospectus and should be read in conjunction with the Prospectus for the BMO Lloyd George Emerging Markets Fund dated December 29, 2011. This SAI incorporates by reference the financial statements from the Funds August 31, 2011 Annual Report. You may obtain the Prospectus and the Annual Report without charge by calling BMO Investor Services (BIS) at 1-800-236-FUND (3863), or you can visit the BMO Funds website at http://www.bmofundsus.com.
P.O. Box 1348, Milwaukee, Wisconsin 53201-1348
M&I DISTRIBUTORS, LLC
Distributor
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App. A-1 |
i
Marshall Funds, Inc. (Corporation), d/b/a BMO Funds, is an open-end, management investment company that was established as a Wisconsin corporation on July 31, 1992. Effective July 5, 2011, the Bank of Montreal, a publicly-traded Canadian banking institution (BMO), acquired Marshall & Ilsley Corporation, the former parent company of M&I Investment Management Corp. (Adviser). In connection with the transaction, Marshall Funds, Inc. will begin doing business as BMO Funds and the Fund was renamed as a BMO Fund.
The Fund is a diversified portfolio of the Corporation. The Corporation may offer separate series of shares representing interests in separate portfolios of securities, and the shares in any one portfolio may be offered in separate classes. Currently, the Corporation offers 23 separate series, one of which is discussed in this SAI.
The Board of Directors of the Corporation (Board) has established Investor Class shares (Class Y) and Institutional Class Shares (Class I) with respect to the Fund.
The Adviser has retained Lloyd George Management (Hong Kong) Limited (LGM(HK) or Sub-Adviser) as the sub-adviser to the Fund. Prior to December 29, 2011, the Fund was known as the Marshall Emerging Markets Equity Fund and the Funds sub-adviser was Trilogy Global Advisors, LLC.
This SAI contains additional information about the Corporation and the Fund. This SAI uses the same terms as defined in the Funds Prospectus.
The definitions of the terms series and class in the Wisconsin Business Corporation Law, Chapter 180 of the
Wisconsin Statutes (WBCL), differ from the meanings assigned to those terms in the Prospectus and this SAI. The Corporations Articles of Incorporation reconcile this inconsistency in terminology and provide that the Prospectus and SAI may use
SECURITIES, TRANSACTIONS, INVESTMENT TECHNIQUES AND RISKS
The following information supplements the discussion of the Funds securities and investment techniques that are described in the Prospectus.
As used in this section, the term Adviser means Adviser or Sub-Adviser, as applicable.
Asset-Backed/Mortgage-Backed Securities are issued by non-governmental entities and carry no direct or indirect government guarantee. The value and liquidity of asset-backed and mortgage-backed securities in which the Fund invests may be adversely affected by downturns in the sub-prime mortgage lending market. Concerns about defaults on sub-prime loans, which are made to borrowers with low credit ratings and other factors that increase the risk of default, have and may continue to create heightened volatility and turmoil in the credit markets. Asset-backed and mortgage-backed securities may be supported by credit enhancements. However, there can be no assurance that private insurers or guarantors can meet their obligations under the insurance policies or guarantee arrangements.
Asset-backed securities represent an interest in a pool of assets such as car loans and credit card receivables. Almost any type of fixed income assets (including other fixed income securities) may be used to create an asset-backed security. However, most asset-backed securities involve consumer or commercial debts with maturities of less than ten years. Asset-backed securities may take the form of commercial paper or notes, in addition to pass-through certificates or asset-backed bonds. Asset-backed securities also may resemble some types of collateralized mortgage obligations (CMOs).
Payments on asset-backed securities depend upon assets held by the issuer and collections of the underlying loans. The value of these securities depends on many factors, including changing interest rates, the availability of information about the pool and its structure, the credit quality of the underlying assets, the markets perception of the servicer of the pool and any credit enhancement provided. Also, these securities may be subject to prepayment risk.
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Mortgage-backed securities represent interests in pools of mortgages. The underlying mortgages normally have similar interest rates, maturities and other terms. Mortgages may have fixed or adjustable interest rates. Adjustable rate mortgages are known as ARMs.
Mortgage-backed securities come in a variety of forms. Many have extremely complicated terms. The simplest form of mortgage-backed securities is a pass-through certificate. Holders of pass-through certificates receive a pro rata share of the payments from the underlying mortgages. Holders also receive a pro rata share of any prepayments, so they assume all the prepayment risk of the underlying mortgages.
CMOs are complicated instruments that allocate payments and prepayments from an underlying pass-through certificate among holders of different classes of mortgage-backed securities. This creates different prepayment and market risks for each CMO class.
In addition, CMOs may allocate interest payments to one class (Interest Only or IOs) and principal payments to another class (Principal Only or POs). POs increase in value when prepayment rates increase. In contrast, IOs decrease in value when prepayments increase, because the underlying mortgages generate less interest payments. However, IOs prices tend to increase when interest rates rise (and prepayments fall), making IOs a useful hedge against market risk.
Generally, homeowners have the option to prepay their mortgages at any time without penalty. Homeowners frequently refinance high rate mortgages when mortgage rates fall. This results in the prepayment of the mortgages underlying mortgage-backed securities, which deprives holders of the securities of the higher yields. Conversely, when mortgage rates increase, prepayments due to refinancings decline. This extends the life of mortgage-backed securities with lower yields. As a result, increases in prepayments of premium mortgage-backed securities, or decreases in prepayments of discount mortgage-backed securities, may reduce their yield and price.
This relationship between interest rates and mortgage prepayments makes the price of mortgage-backed securities more volatile than most other types of fixed income securities with comparable credit risks. Mortgage-backed securities tend to pay higher yields to compensate for this volatility.
CMOs may include planned amortization classes (PACs) and targeted amortization classes (TACs). PACs and TACs are issued with companion classes. PACs and TACs receive principal payments and prepayments at a specified rate. The companion classes receive principal payments and any prepayments in excess of this rate. In addition, PACs will receive the companion classes share of principal payments if necessary to cover a shortfall in the prepayment rate. This helps PACs and TACs to control prepayment risk by increasing the risk to their companion classes.
Another variant allocates interest payments between two classes of CMOs. One class (Floaters) receives a share of interest payments based upon a market index such as LIBOR. The other class (Inverse Floaters) receives any remaining interest payments from the underlying mortgages. Floater classes receive more interest (and Inverse Floater classes receive correspondingly less interest) as interest rates rise. This shifts prepayment and market risks from the Floater to the Inverse Floater class, reducing the price volatility of the Floater class and increasing the price volatility of the Inverse Floater class.
CMOs must allocate all payments received from the underlying mortgages to some class. To capture any unallocated payments, CMOs generally have an accrual (Z) class. Z classes do not receive any payments from the underlying mortgages until all other CMO classes have been paid off. Once this happens, holders of Z class CMOs receive all payments and prepayments. Similarly, real estate mortgage investment conduits (REMICs) (offerings of multiple class mortgage-backed securities that qualify and elect treatment as such under provisions of the Code) have residual interests that receive any mortgage payments not allocated to another REMIC class.
The degree of increased or decreased prepayment risk depends upon the structure of the CMOs. Z classes, IOs, POs and Inverse Floaters are among the most volatile investment grade fixed income securities currently traded in the United States. However, the actual returns on any type of mortgage-backed security depend upon the performance of the underlying pool of mortgages, which no one can predict and will vary among pools.
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Prepayment Risks. Unlike traditional fixed income securities, which pay a fixed rate of interest until maturity (when the entire principal amount is due), payments on mortgage-backed securities include both interest and a partial payment of principal. Partial payments of principal may be comprised of scheduled principal payments as well as unscheduled payments from the voluntary prepayment, refinancing or foreclosure of the underlying loans. These unscheduled prepayments of principal create risks that can adversely affect the Fund holding mortgage-backed securities. For example, when interest rates decline, the values of mortgage-backed securities generally rise. However, when interest rates decline, unscheduled prepayments can be expected to accelerate, and the Fund would be required to reinvest the proceeds of the prepayments at the lower interest rates then available. Unscheduled prepayments would also limit the potential for capital appreciation on mortgage-backed securities. Conversely, when interest rates rise, the values of mortgage-backed securities generally fall. Since rising interest rates typically result in decreased prepayments, this could lengthen the average lives of mortgage-backed securities, and cause their value to decline more than traditional fixed income securities.
Bank Instruments are unsecured interest-bearing deposits with banks. Bank instruments include bank accounts, time deposits, certificates of deposit and bankers acceptances. Instruments denominated in U.S. dollars and issued by non-U.S. branches of U.S. or foreign banks are commonly referred to as Eurodollar instruments. Instruments denominated in U.S. dollars and issued by U.S. branches of foreign banks are referred to as Yankee dollar instruments.
The Fund will invest in bank instruments that have been issued by banks and savings and loans that have capital, surplus and undivided profits of over $100 million or whose principal amount is insured by the Bank Insurance Fund or the Savings Association Insurance Fund, which are administered by the Federal Deposit Insurance Corporation. Securities that are credit-enhanced with a banks irrevocable letter of credit or unconditional guaranty will also be treated as bank instruments.
Foreign Bank and Money Market Instruments . Eurodollar Certificates of Deposit (ECDs), Yankee dollar Certificates of Deposit (YCDs) and Eurodollar Time Deposits (ETDs) are all U.S. dollar denominated certificates of deposit. ECDs are issued by, and ETDs are deposits of, foreign banks or foreign branches of U.S. banks. YCDs are issued in the U.S. by branches and agencies of foreign banks. Europaper is dollar-denominated commercial paper and other short-term notes issued in the U.S. by foreign issuers.
ECDs, ETDs, YCDs and Europaper have many of the same risks as other foreign securities. Examples of these risks include economic and political developments that may adversely affect the payment of principal or interest, foreign withholding or other taxes, difficulties in obtaining or enforcing a judgment against the issuing bank and the possible impact of interruptions in the flow of international currency transactions. Also, the issuing banks or their branches are not necessarily subject to the same regulatory requirements that apply to domestic banks, such as reserve requirements, loan limitations, examinations, accounting, auditing, recordkeeping and the public availability of information. These factors will be carefully considered by the Adviser in selecting these investments.
Borrowing . The Fund may borrow money directly or through reverse repurchase agreements and pledge some assets as collateral. If the Fund borrows, it will pay interest on borrowed money and may incur other transaction costs. These expenses could exceed the income received or capital appreciation realized by the Fund from any securities purchased with borrowed money. With respect to borrowings, the Fund is required to maintain continuous asset coverage within the limits of the Investment Company Act of 1940, as amended (1940 Act), and as interpreted or modified by regulatory authority having jurisdiction, from time to time. Borrowing by the Fund will involve special risk considerations, including that the Fund may have to sell portfolio securities to reduce its borrowings and restore the appropriate asset coverage even if it must sell the securities at a loss.
The Corporation has established a line of credit with a bank by which the Fund may borrow money for temporary or emergency purposes.
The Securities and Exchange Commission (SEC) has granted an order permitting the Fund to participate in the Corporations interfund lending program, subject to its investment policies. This program allows the Fund to lend cash to and borrow cash from other BMO Funds for temporary purposes. The program is subject to a number of conditions,
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including the requirement that the interfund loan rate to be charged to the Fund under the program is (i) more favorable to the lending Fund than the rate it could otherwise obtain from investing cash in repurchase agreements or purchasing shares of a BMO Funds money market fund and (ii) more favorable than the lowest interest rate at which bank short-term loans would be available to the Fund. The Fund may participate in the program only if its participation is consistent with the Funds investment policies and limitations. The Board is responsible for overseeing the interfund lending program.
Commercial Paper and Restricted and Illiquid Securities. Commercial paper represents an issuers draft or note with a maturity of less than nine months. Companies typically issue commercial paper to fund current expenditures. Most issuers constantly reissue their commercial paper and use the proceeds (or bank loans) to repay maturing paper. Commercial paper may default if the issuer cannot continue to obtain financing in this fashion. The short maturity of commercial paper reduces both the interest rate and credit risk as compared to other debt securities of the same issuer.
The Fund may invest in commercial paper issued under Section 4(2) of the Securities Act of 1933, as amended (1933 Act). By law, the sale of Section 4(2) commercial paper is restricted and is generally sold only to institutional investors, such as the Fund. A fund purchasing Section 4(2) commercial paper must agree to purchase the paper for investment purposes only and not with a view to public distribution. Section 4(2) commercial paper is normally resold to other institutional investors through investment dealers who make a market in Section 4(2) commercial paper and, thus, provide liquidity.
The Adviser determines whether Section 4(2) commercial paper and certain other restricted securities are liquid in accordance with the Funds procedures. Section 4(2) commercial paper and restricted securities that the Adviser has determined to be liquid are not subject to the Funds investment limitation applicable to illiquid securities.
Concentration . The Fund has adopted a fundamental investment policy that prohibits the Fund from investing 25% or more of its assets in the securities of companies in any one industry (except as described under Investment LimitationsFundamental LimitationsConcentration of Investments). For purposes of this policy, the Adviser determines industry classifications in accordance with the Global Industry Classification Standards, an industry classification system developed by Standard & Poors Corporation in collaboration with Morgan Stanley Capital International.
Convertible Securities are fixed income securities that the Fund has the option to exchange for equity securities at a specified conversion price. The option allows the Fund to realize additional returns if the market price of the equity securities exceeds the conversion price. For example, if the Fund holds fixed income securities convertible into shares of common stock at a conversion price of $10 per share, and the shares have a market value of $12, the Fund could realize an additional $2 per share by converting the fixed income securities.
To compensate for the value of the conversion option, convertible securities have lower yields than comparable fixed income securities. In addition, the conversion price exceeds the market value of the underlying equity securities at the time a convertible security is issued. Thus, convertible securities may provide lower returns than non-convertible fixed income securities or equity securities depending upon changes in the price of the underlying equity securities. However, convertible securities permit the Fund to realize some of the potential appreciation of the underlying equity securities with less risk of losing its initial investment.
The Fund treats convertible securities as both fixed income and equity securities for purposes of its investment policies and limitations, because of their unique characteristics.
Corporate Debt Securities are fixed income securities issued by businesses. Notes, bonds, debentures and commercial paper are the most common types of corporate debt securities. The credit risks of corporate debt securities vary widely among issuers.
Credit Enhancement . Certain acceptable investments may be credit-enhanced by a guaranty, letter of credit or insurance. The Adviser may evaluate a security based, in whole or in part, upon the financial condition of the party providing the credit enhancement (the credit enhancer). The bankruptcy, receivership or default of the credit enhancer will adversely affect the quality and marketability of the underlying security. In certain cases, credit-enhanced securities may be treated as having been issued both by the issuer and the credit enhancer.
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Demand Features . The Fund may purchase securities subject to a demand feature, which may take the form of a put or standby commitment. Demand features permit the Fund to demand payment of the value of the security (plus any accrued interest) from either the issuer of the security or a third-party. Demand features help make a security more liquid, although an adverse change in the financial health of the provider of a demand feature (such as bankruptcy) will negatively affect the liquidity of the security. Other events also may terminate a demand feature, in which case liquidity is also affected.
Depositary Receipts . American Depositary Receipts (ADRs) are receipts issued by a U.S. bank that represent an interest in shares of a foreign-based corporation. ADRs provide a way to buy shares of foreign-based companies in the U.S. rather than in overseas markets. European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs) are receipts issued by foreign banks or trust companies, or foreign branches of U.S. banks that represent an interest in shares of either a foreign or U.S. corporation. Depositary receipts may not be denominated in the same currency as the underlying securities into which they may be converted, and are subject to currency risks. Depositary receipts involve many of the same risks of investing directly in foreign securities.
Derivative Instruments . Derivative instruments are financial instruments that require payments based upon changes in the values of designated (or underlying) securities, currencies, commodities, financial indices or other assets. Some derivative instruments (such as futures, forwards and options) require payments relating to a future trade involving the underlying asset. Other derivative instruments (such as swaps) require payments relating to the income or returns from the underlying asset. The other party to a derivative instrument is referred to as a counterparty.
The Fund, in pursuing its objectives and to the extent specified herein or in the Prospectus, may purchase and sell (write) both put options and call options on securities, swap agreements, securities indexes and foreign currencies and enter into interest rate, foreign currency and index futures contracts and purchase and sell options on such futures contracts for hedging purposes, to seek to replicate the composition and performance of a particular index, or as part of their overall investment strategies. The Fund also may purchase and sell foreign currency options for purposes of increasing exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another. The Fund also may enter into swap agreements with respect to interest rates and indexes of securities, and to the extent the Fund may invest in foreign currency-denominated securities, may enter into swap agreements with respect to foreign currencies. The Funds may invest in structured notes. If other types of financial instruments, including other types of options, futures contracts or futures options, are traded in the future, the Board may authorize their use.
The value of some derivative instruments in which the Fund invests may be particularly sensitive to changes in prevailing interest rates, and, like the other investments of the Fund, the ability of the Fund to successfully utilize these instruments may depend in part upon the ability of the Adviser to forecast interest rates and other economic factors correctly. If the Adviser incorrectly forecasts such factors and has taken positions in derivative instruments contrary to prevailing market trends, the Fund could be exposed to the risk of loss.
The Fund might not employ any of the strategies described below, and no assurance can be given that any strategy used will succeed. If the Adviser incorrectly forecasts interest rates, market values or other economic factors in utilizing a derivatives strategy for the Fund, the Fund might have been in a better position if it had not entered into the transaction at all. Also, suitable derivative transactions may not be available in all circumstances. The use of these strategies involves certain special risks, including a possible imperfect correlation, or even no correlation, between price movements of derivative instruments and price movements of related investments. Although some strategies involving derivative instruments can reduce the risk of loss for the Fund, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in related investments or otherwise, due to the possible inability of the Fund to purchase or sell a portfolio security at a time that otherwise would be favorable or to the possible need to sell a portfolio security at a disadvantageous time because the Fund is required to maintain asset coverage or offsetting positions in connection with transactions in derivative instruments, and the possible inability of the Fund to close out or to liquidate its derivatives positions. In addition, the Funds use of such instruments may cause the Fund to realize higher amounts of
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short-term capital gains (generally taxed at ordinary income tax rates for federal income tax purposes) than if it had not used such instruments. If the Fund gains exposure to an asset class using derivative instruments backed by a collateral portfolio of fixed income instruments, changes in the value of the fixed income instruments may result in greater or lesser exposure to that asset class than would have resulted from a direct investment in securities comprising that asset class.
Futures Contracts and Options on Futures Contracts. A futures contract is an agreement between two parties to buy and sell a security or commodity for a set price on a future date. These 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. An option on a futures contract (futures option) gives the holder of the option the right to buy or sell a position in a futures contract to the writer of the option, at a specified price and on or before a specified expiration date.
The Fund may invest in financial futures contracts and options thereon with respect to, but not limited to, interest rates and security indexes. To the extent that the Fund may invest in foreign currency-denominated securities, it also may invest in foreign currency futures contracts and options thereon.
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. A futures contract on an index is an agreement pursuant to which two parties agree to take or make delivery of an amount of cash equal to the difference between the value of the index at the close of the last trading day of the contract and the price at which the index contract was originally written. Although the value of an index might be a function of the value of certain specified securities, no physical delivery of those securities is made. A public market exists in futures contracts covering a number of indexes as well as financial instruments and foreign currencies, including the S&P 500, the S&P Midcap 400, the Nikkei 225, the NYSE composite, U.S. Treasury bonds, U.S. Treasury notes, the Government National Mortgage Association (GNMA) Certificates, three-month U.S. Treasury bills, 90-day commercial paper, bank certificates of deposit, Eurodollar certificates of deposit, the Australian dollar, the Canadian dollar, the British pound, the Japanese yen, the Swiss franc, the Mexican peso, and certain multinational currencies, such as the euro. It is expected that other futures contracts will be developed and traded in the future.
The Fund may purchase or write call futures options and put futures options, to the extent specified herein or in the Prospectus. Futures options possess many of the same characteristics as options on securities and indexes (discussed above). A futures option gives the holder the right, in return for the premium paid, to assume a long position (call) or short position (put) in a futures contract at a specified exercise price at any time during the period of the option. Upon exercise of a call option, the holder acquires a long position in the futures contract and the writer is assigned the opposite short position. In the case of a put option, the opposite is true. A call option is in the money if the value of the futures contract that is the subject of the option exceeds the exercise price. A put option is in the money if the exercise price exceeds the value of the futures contract that is the subject of the option.
Pursuant to a claim of exemption filed with the Commodity Futures Trading Commission, neither the Corporation nor the Fund is deemed to be a commodity pool or commodity pool operator under the Commodity Exchange Act (CEA), and they are not subject to registration or regulation as such under that Act.
Limitations on Use of Futures and Futures Options . The Fund will only enter into futures contracts and futures options that are standardized and traded on a U.S. or foreign exchange, board of trade, or similar entity, or quoted on an automated quotation system.
When a purchase or sale of a futures contract is made by the Fund, the Fund is required to deposit with its custodian (or broker, if legally permitted) a specified amount of assets determined to be liquid by the Adviser (initial margin). The margin required for a futures contract is set by the exchange on which the contract is traded and may be modified during the term of the contract. Margin requirements on foreign exchanges may be different than U.S. exchanges. The initial margin is in the nature of a performance bond or good faith deposit on the futures contract that is returned to the Fund upon termination of the contract, assuming all contractual obligations have been satisfied. The Fund expects to earn interest income on its initial margin deposits. A futures contract held by the Fund is valued daily at the
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official settlement price of the exchange on which it is traded. Each day the Fund pays or receives cash, called variation margin, equal to the daily change in value of the futures contract. This process is known as marking to market. Variation margin does not represent a borrowing or loan by the Fund but is instead a settlement between the Fund and the broker of the amount one would owe the other if the futures contract expired on that date. In computing daily net asset value, the Fund will mark to market its open futures positions.
The Fund is also required to deposit and maintain margin with respect to put and call options on futures contracts written by it. Such margin deposits will vary depending on the nature of the underlying futures contract (and the related initial margin requirements), the current market value of the option, and other futures positions held by the Fund.
Although some futures contracts call for making or taking delivery of the underlying securities or commodities, generally those obligations are closed out prior to delivery by offsetting purchases or sales of matching futures contracts (same exchange, underlying security or index, and delivery month). Closing out a futures contract sale is effected by purchasing a futures contract for the same aggregate amount of the specific type of financial instrument or commodity with the same delivery date. If an offsetting purchase price is less than the original sale price, the Fund realizes a capital gain, or if it is more, the Fund realizes a capital loss. Conversely, if an offsetting sale price is more than the original purchase price, the Fund realizes a capital gain, or if it is less, the Fund realizes a capital loss. The transaction costs must also be included in these calculations.
The Fund may write a covered straddle consisting of a call and a put written on the same underlying futures contract. A straddle will be covered when sufficient assets are deposited to meet the Funds immediate obligations. The Fund may use the same liquid assets to cover both the call and put options where the exercise price of the call and put are the same, or the exercise price of the call is higher than that of the put. In such a case, the Fund will also segregate liquid assets equivalent to the amount, if any, by which the put is in the money.
When purchasing a futures contract, the Fund will maintain with its custodian (and mark to market on a daily basis) assets determined to be liquid by the Adviser, that, when added to the amounts deposited with a futures commission merchant as margin, are equal to the market value of the instruments underlying the futures contract. Alternatively, the Fund may cover its position by purchasing a put option on the same futures contract with a strike price not lower than the price of the contract held by the Fund.
When selling a futures contract, the Fund will maintain with its custodian (and mark to market on a daily basis) assets determined to be liquid by the Adviser, that are equal to the market value of the instruments underlying the contract. Alternatively, the Fund may cover its position by owning the instruments underlying the contract (or, in the case of an index futures contract, a portfolio with a volatility substantially similar to that of the index on which the futures contract is based), or by holding a call option permitting the Fund to purchase the same futures contract at a price no higher than the price of the contract written by the Fund (or at a higher price if the difference is maintained in liquid assets with the Funds custodian).
When selling a call option on a futures contract, the Fund will maintain with its custodian (and mark to market on a daily basis) assets determined to be liquid by the Adviser, that, when added to the amounts deposited with a futures commission merchant as margin, equal the total market value of the futures contract underlying the call option. Alternatively, the Fund may cover its position by entering into a long position in the same futures contract at a price no higher than the strike price of the call option, by owning the instruments underlying the futures contract, or by holding a separate call option permitting the Fund to purchase the same futures contract at a price not higher than the strike price of the call option sold by the Fund.
When selling a put option on a futures contract, the Fund will maintain with its custodian (and mark to market on a daily basis) assets determined to be liquid by the Adviser, that equal the purchase price of the futures contract, less any margin on deposit. Alternatively, the Fund may cover the position either by entering into a short position in the same futures contract, or by owning a separate put option permitting it to sell the same futures contract so long as the strike price of the purchased put option is not lower than the strike price of the put option sold by the Fund.
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To the extent that securities with maturities greater than one year are used as segregated assets to cover the Funds obligations under futures contracts and related options, such use will not eliminate the risk of a form of leverage, which may tend to exaggerate the effect on net asset value of any increase or decrease in the market value of the Funds portfolio, and may require liquidation of portfolio positions when it is not advantageous to do so. However, any potential risk of leverage resulting from the use of securities with maturities greater than one year may be mitigated by the overall duration limit on the Funds portfolio securities. Thus, the use of a longer-term security may require the Fund to hold offsetting short-term securities to balance the Funds portfolio such that the Funds duration does not exceed the maximum permitted for the Fund in its Prospectus.
The requirements for qualification as a regulated investment company under the Internal Revenue Code of 1986, as amended (the Code), also may limit the extent to which the Fund may enter into futures, futures options or forward contracts.
Risks Associated with Futures and Options Generally. The following describes the general risks of investing in futures and options:
Management Risk . Financial futures contracts and related options are highly specialized instruments that require investment techniques and risk analyses different from those associated with stocks and bonds. The Funds use of financial futures and options may not always be a successful strategy and using them could lower the Funds return. Further, if the Adviser incorrectly forecasts interest rates or other economic factors and has taken positions in financial futures contracts or options contrary to prevailing market trends, the Fund could be exposed to the risk of loss.
Correlation Risk . Imperfect correlation between the change in market values of the securities held by the Fund and the prices of related futures contracts and options on futures purchased or sold by the Fund may result in losses in excess of the amount invested in these instruments.
Market Risk . Financial futures contracts and related options, like most other investments, are subject to the risk that the market value of the investment will decline. Adverse movements in the value of the underlying assets can expose the Fund to losses.
Exchange Limit Risk . 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.
Liquidity Risk . There can be no assurance that a liquid market will exist at a time when the Fund seeks to close out a futures or a futures option position, in which case the Fund would remain obligated to meet margin requirements until the position is closed. In addition, many of the contracts discussed herein 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.
Counterparty Risk. A loss may be sustained as a result of the failure of another party to the contract to make required payments or otherwise fulfill its obligations under the contracts terms.
Risks Associated with Hedging Transactions. 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
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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. The degree of imperfection of correlation depends on circumstances such as variations in speculative market demand for futures and futures options on securities, including technical influences in futures trading and futures options, and differences between the financial instruments being hedged and the instruments underlying the standard contracts available for trading in such respects as interest rate levels, maturities, and creditworthiness of issuers. A decision as to whether, when and how to hedge involves the exercise of skill and judgment, and even a well-conceived hedge may be unsuccessful to some degree because of market behavior or unexpected interest rate trends.
Options on Securities and Indexes. The Fund may, to the extent specified herein or in the Prospectus, purchase and sell both put and call options on fixed income or other securities or indexes in standardized contracts traded on foreign or domestic securities exchanges, boards of trade, or similar entities, or quoted on NASDAQ or on an over-the-counter market, and agreements, sometimes called cash puts, which may accompany the purchase of a new issue of bonds from a dealer.
An option on a security (or index) is a contract that gives the holder of the option, in return for a premium, the right to buy from (in the case of a call) or sell to (in the case of a put) the writer of the option the security underlying the option (or the cash value of the index) at a specified exercise price at any time during the term of the option. The writer of an option on a security has the obligation upon exercise of the option to deliver the underlying security upon payment of the exercise price or to pay the exercise price upon delivery of the underlying security. Upon exercise, the writer of an option on an index is obligated to pay the difference between the cash value of the index and the exercise price multiplied by the specified multiplier for the index option. (An index is designed to reflect features of a particular financial or securities market, a specific group of financial instruments or securities, or certain economic indicators.)
The Fund will not write a call option or put option unless the option is covered. In the case of a call option on a security, the option is covered if the Fund owns the security underlying the call or has an absolute and immediate right to acquire that security without additional cash consideration (or, if additional cash consideration is required, cash or other assets determined to be liquid in such amount are segregated) upon conversion or exchange of other securities held by the Fund. For a call option on an index, the option is covered if the Fund maintains with its custodian assets determined to be liquid by the Adviser in an amount equal to the contract value of the index. A call option is also covered if the Fund holds a call on the same security or index 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, provided the difference is maintained by the Fund in segregated assets determined to be liquid by the Adviser. A put option on a security or an index is covered if the Fund segregates assets determined to be liquid by the Adviser equal to the exercise price. A put option is also covered if the Fund holds a put on the same security or index as the put written where the exercise price of the put held is (i) equal to or greater than the exercise price of the put written, or (ii) less than the exercise price of the put written, provided the difference is maintained by the Fund in segregated assets determined to be liquid by the Adviser.
If an option written by the Fund expires unexercised, the Fund realizes a capital gain equal to the premium received at the time the option was written. If an option purchased by the Fund expires unexercised, the Fund realizes a capital loss equal to the premium paid. Prior to the earlier of exercise or expiration, an exchange traded option may be closed out by an offsetting purchase or sale of an option of the same series (type, exchange, underlying security or index, exercise price, and expiration). There can be no assurance, however, that a closing purchase or sale transaction can be effected when the Fund desires.
The Fund may sell a put or call option it has previously purchased, which could result in 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 being sold. Prior to exercise or expiration, an option may be closed out by an offsetting purchase or sale of an option of the same series. The Fund will realize a capital gain from a closing purchase transaction if the cost of the closing option is less than the premium received from writing the option, or, if it is more, the Fund will realize a capital loss. If the premium received from a closing sale transaction is more than the premium paid to purchase the option, the Fund will realize a capital gain or, if it is less, the Fund will realize a capital loss. The principal factors affecting the
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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.
The premium paid for a put or call option purchased by the Fund is an asset of the Fund. The premium received for an option written by the Fund is recorded as a deferred credit. The value of an option purchased or written is marked to market daily and is valued at the closing price on the exchange on which it is traded or, if not traded on an exchange or no closing price is available, at the mean between the last bid and asked prices.
The Fund may write a covered straddle consisting of a combination of a call and a put written on the same underlying security. A straddle will be covered when sufficient assets are deposited to meet the Funds immediate obligation. The Fund may use the same liquid assets to cover both the call and put options where the exercise price of the call and put are the same, or the exercise price of the call is higher than that of the put. In such a case, the Fund will also segregate liquid assets equivalent to the amount, if any, by which the put is in the money.
There are several risks associated with transactions in options on securities and on indexes. For example, there are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objective. A decision as to whether, when and how to use options involves the exercise of skill and judgment, and even a well-conceived transaction may be unsuccessful to some degree because of market behavior or unexpected events.
During the option period, the covered call writer has, in return for the premium on the option, given up the opportunity to profit from a price increase in the underlying security above the exercise price, but, as long as its obligation as a writer continues, has retained the risk of loss should the price of the underlying security decline.
The writer of an option has no control over the time when it may be required to fulfill its obligation as a writer of the option. Once an option writer has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver the underlying security at the exercise price. If a put or call option purchased by the Fund is not sold when it has remaining value, and if the market price of the underlying security remains equal to or greater than the exercise price (in the case of a put), or remains less than or equal to the exercise price (in the case of a call), the Fund will lose its entire investment in the option. Also, where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price of the put or call option may move more or less than the price of the related security.
There can be no assurance that a liquid market will exist when the Fund seeks to close out an option position. If the Fund were unable to close out an option that it had purchased on a security, it would have to exercise the option in order to realize any profit or the option may expire worthless. If the Fund were unable to close out a covered call option that it had written on a security, it would not be able to sell the underlying security unless the option expired without exercise. As the writer of a covered call option, the Fund forgoes, during the options life, the opportunity to profit from increases in the market value of the security covering the call option above the sum of the premium and the exercise price of the call.
If trading were suspended in an option purchased by the 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 had purchased. Except to the extent that a call option on an index written by the Fund is covered by an option on the same index purchased by the Fund, movements in the index may result in a loss to the Fund; however, such losses may be mitigated by changes in the value of the Funds securities during the period the option was outstanding.
Foreign Currency Transactions . Foreign currency transactions generally are used by the Fund to obtain foreign currencies to settle securities transactions. They can also be used as a hedge to protect assets against adverse changes in foreign currency exchange rates or regulations. When the Fund uses foreign currency exchanges as a hedge, it also may limit potential gain that could result from an increase in the value of such currencies. The Fund may be affected either favorably or unfavorably by fluctuations in the relative rates of exchange between the currencies of different nations. Foreign currency hedging transactions include forward foreign currency exchange contracts, foreign currency futures contracts and purchasing put or call options on foreign currencies.
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Exchange-Traded Futures Contracts. Exchange-traded futures contracts for the purchase or sale of foreign currencies (Foreign Currency Futures) are used to hedge against anticipated changes in exchange rates that might adversely affect the value of the Funds portfolio securities or the prices of securities that the Fund intends to purchase in the future. The successful use of Foreign Currency Futures depends on the ability to forecast currency exchange rate movements correctly. Should exchange rates move in an unexpected manner, the Fund may not achieve the anticipated benefits of Foreign Currency Futures or may realize losses.
Forward Foreign Currency Exchange Contracts. Forward foreign currency exchange contracts (Forward Contracts) are used to minimize the risks associated with changes in the relationship between the U.S. dollar and foreign currencies. They are used to lock in the U.S. dollar price of a foreign security. A Forward Contract is a commitment to purchase or sell a specific currency for an agreed price at a future date.
If the Adviser believes a foreign currency will decline against the U.S. dollar, a Forward Contract may be used to sell an amount of the foreign currency approximating the value of the Funds security that is denominated in the foreign currency. The success of this hedging strategy is highly uncertain due to the difficulties of predicting the values of foreign currencies, of precisely matching Forward Contract amounts, and because of the constantly changing value of the securities involved. The Fund will not enter into Forward Contracts for hedging purposes in a particular currency in an amount in excess of the Funds assets denominated in that currency. Conversely, if the Adviser believes that the U.S. dollar will decline against a foreign currency, a Forward Contract may be used to buy that foreign currency for a fixed dollar amount, which is known as cross-hedging.
In these transactions, the Fund will segregate assets with a market value equal to the amount of the foreign currency purchased. Therefore, the Fund will always have cash, cash equivalents or high quality debt securities available to cover Forward Contracts or to limit any potential risk. The segregated assets will be priced daily.
Forward Contracts may limit potential gain from a positive change in the relationship between the U.S. dollar and foreign currencies. Unanticipated changes in currency prices may result in poorer overall performance for the Fund than if it had not engaged in such contracts.
Foreign Currency Options. The Fund that invests in foreign currency-denominated securities may buy or sell put and call options on foreign currencies, either on U.S. or foreign exchanges or in the over-the-counter market. 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. 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. Currency options traded on U.S. or other exchanges may be subject to position limits that may limit the ability of the Fund to reduce foreign currency risk using such options. Over-the-counter options differ from traded options in that they are two-party contracts with price and other terms negotiated between buyer and seller, and generally do not have as much market liquidity as exchange-traded options.
Purchasing and writing put and call options on foreign currencies are used to protect the Funds portfolio against declines in the U.S. dollar value of foreign portfolio securities and against increases in the dollar cost of foreign securities to be acquired. Writing an option on foreign currency constitutes only a partial hedge, up to the amount of the premium received. The Fund could lose money if it is required to purchase or sell foreign currencies at disadvantageous exchange rates. If exchange rate movements are adverse to the Funds position, the Fund may forfeit the entire amount of the premium as well as incur related transaction costs.
Additional Risks of Futures Contracts and Options. Options on securities, futures contracts and foreign currencies and futures contracts may be traded on foreign exchanges. Such transactions may not be regulated as effectively as similar transactions in the United States, may not involve a clearing mechanism and related guarantees, and are subject to the risk of governmental actions affecting trading in, or the prices of, foreign securities. The value of such
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positions also could be adversely affected by (i) other complex foreign political, legal and economic factors; (ii) lesser availability than in the United States of data on which to make trading decisions; (iii) delays in the Funds ability to act upon economic events occurring in foreign markets during non-business hours in the United States; (iv) the imposition of different exercise and settlement terms and procedures and margin requirements than in the United States; and (v) lesser trading volume.
Swap Agreements and Options on Swap Agreements. The Fund may engage in swap transactions, including, but not limited to, swap agreements on interest rates, security indexes, specific securities, and credit and event-linked swaps. To the extent the Fund may invest in foreign currency-denominated securities, it also may invest in currency exchange rate swap agreements. The Fund also may enter into options on swap agreements (swap options).
The Fund may enter into swap transactions for any legal purpose consistent with its investment objective and policies, such as for the purpose of attempting to obtain or preserve a particular return or spread at a lower cost than obtaining a return or spread through purchases and/or sales of instruments in other markets, to protect against currency fluctuations, as a duration management technique, to protect against any increase in the price of securities the Fund anticipates purchasing at a later date, or to gain exposure to certain markets in the most economical way possible.
Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments, which may be adjusted for an interest factor. The gross returns to be exchanged or swapped between the parties are generally calculated with respect to a notional amount, i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a basket of securities representing a particular index. A quanto or differential swap combines both an interest rate and a currency transaction. Other forms of swap agreements include interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or cap; interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified rate, or floor; and interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels. With a floating rate, the fee may be pegged to a base rate, such as the London Interbank Offered Rate, and is adjusted each period. Therefore, if interest rates increase over the term of the swap contract, the Fund may be required to pay a higher fee at each swap reset date.
The Fund may enter into credit default swap agreements. The buyer in a credit default contract is obligated to pay the seller a periodic stream of payments over the term of the contract provided that no event of default on an underlying reference obligation has occurred. If an event of default occurs, the seller must pay the buyer the full notional value, or par value, of the reference obligation in exchange for the reference obligation. The Fund may be either the buyer or seller in a credit default swap transaction. If the Fund is a buyer and no event of default occurs, the Fund will lose its investment and recover nothing. However, if an event of default occurs, the Fund (as the buyer) will receive the full notional value of the reference obligation that may have little or no value. As a seller, the Fund receives a fixed rate of income throughout the term of the contract, which typically is between six months and three years, provided that there is no default event. If an event of default occurs, the seller must pay the buyer the full notional value of the reference obligation. Credit default swap transactions involve greater risks than if the Fund had invested in the reference obligation directly.
A swap option is a contract that gives a counterparty the right (but not the obligation) in return for payment of a premium, to enter into a new swap agreement or to shorten, extend, cancel or otherwise modify an existing swap agreement, at some designated future time on specified terms. The Fund may write (sell) and purchase put and call swap options.
Most swap agreements entered into by the Fund would calculate the obligations of the parties to the agreement on a net basis. Consequently, the Funds current obligations (or rights) under a swap agreement would generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by
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each party to the agreement (the net amount). The Funds current obligations under a swap agreement will be accrued daily (offset against any amounts owed to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty would be covered by the segregation of assets determined to be liquid by the Adviser, to avoid any potential leveraging of the Funds portfolio. Obligations under swap agreements so covered would not be construed to be senior securities for purposes of the Funds investment restriction concerning senior securities. The Fund would not enter into a swap agreement with any single party if the net amount owed or to be received under existing contracts with that party would exceed 5% of the Funds total assets.
Whether the Funds use of swap agreements or swap options will be successful in furthering its investment objective will depend on the ability of the Adviser to predict correctly whether certain types of investments are likely to produce greater returns than other investments. Because they are two-party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid. Moreover, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. The Fund will enter into swap agreements only with counterparties that meet certain standards of creditworthiness (generally, such counterparties would have to be eligible counterparties under the terms of the Funds repurchase agreement guidelines). Certain restrictions imposed on the Fund by the Code for qualification as a regulated investment company may limit the Funds ability to use swap agreements. It is possible that developments in the swaps market, including anticipated government regulations, could affect the Funds ability to utilize swaps.
Depending on the terms of the particular option agreement, the Fund will generally incur a greater degree of risk when it writes a swap option than it will incur when it purchases a swap option. When the Fund purchases a swap option, it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised. However, when the Fund writes a swap option, upon exercise of the option the Fund will become obligated according to the terms of the underlying agreement.
Structured Notes . Structured notes are derivative debt securities, the interest rate or principal of which is determined by an unrelated indicator. Indexed securities include structured notes as well as securities other than debt securities, the interest rate or principal of which is determined by an unrelated indicator. Indexed securities may include a multiplier that multiplies the indexed element by a specified factor and, therefore, the value of such securities may be very volatile. To the extent the Fund invests in these securities, however, the Adviser analyzes these securities in its overall assessment of the effective duration of the Funds portfolio in an effort to monitor the Funds interest rate risk.
Hybrid Instruments. A hybrid instrument is a type of potentially high-risk derivative that combines a traditional stock, bond, or commodity with an option or forward contract. Generally, the principal amount, amount payable upon maturity or redemption, or interest rate of a hybrid is tied (positively or negatively) to the price of some commodity, currency or securities index or another interest rate or some other economic factor (each a benchmark). The interest rate or (unlike most fixed income securities) the principal amount payable at maturity of a hybrid security may be increased or decreased, depending on changes in the value of the benchmark. An example of a hybrid could be a bond issued by an oil company that pays a small base level of interest with additional interest that accrues in correlation to the extent to which oil prices exceed a certain predetermined level. Such a hybrid instrument would be a combination of a bond and a call option on oil.
Hybrids can be used as an efficient means of pursuing a variety of investment objectives, including currency hedging, duration management, and increased total return. Hybrids may not bear interest or pay dividends. The value of a hybrid or its interest rate may be a multiple of a benchmark and, as a result, may be leveraged and move (up or down) more steeply and rapidly than the benchmark. These benchmarks may be sensitive to economic and political events, such as commodity shortages and currency devaluations, that cannot be readily foreseen by the purchaser of a hybrid. Under certain conditions, the redemption value of a hybrid could be zero. Thus, an investment in a hybrid may entail significant market risks that are not associated with a similar investment in a traditional, U.S. dollar-denominated bond that has a fixed principal amount and pays a fixed rate or floating rate of interest. The Funds purchase of a hybrid also exposes the Fund to the credit risk of the issuer of the hybrid. Those risks may cause significant fluctuations in the net asset value of the Fund. The Fund will not invest more than 5% of its total assets at time of investment in hybrid instruments.
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Certain issuers of structured products such as hybrid instruments may be deemed to be investment companies as defined in the 1940 Act. As a result, the Funds investments in those products may be subject to limits applicable to investments in investment companies and may be subject to restrictions contained in the 1940 Act.
Dollar Rolls are transactions whereby the Fund sells mortgage-backed securities with a commitment to buy similar, but not identical, mortgage-backed securities on a future date at a lower price. Normally, one or both securities involved are to be announced mortgage-backed securities. Dollar rolls are subject to interest rate risks and credit risks. These transactions may create leverage risks. Dollar roll transactions will cause the Fund to have an increased portfolio turnover rate.
Duration is a measure of volatility in the price of a bond prior to maturity. Volatility is the magnitude of the change in the price of a bond relative to a change in the market interest rate. Volatility is based upon a bonds coupon rate, maturity date and the level of market yields of similar bonds. Generally, bonds with lower coupons or longer maturities will be more volatile than bonds with higher coupons or shorter maturities. Duration combines these variables into a single measure of price sensitivity to interest rate changes. For example, if interest rates decline by 1%, the market value of a portfolio with a duration of five years would rise by approximately 5%. Conversely, if interest rates increase by 1%, the market value of the portfolio would decline by approximately 5%.
Equity Securities are fundamental units of ownership in a company. The following describes the types of equity securities in which the Fund may invest:
Common Stocks are the most prevalent type of equity security. Common stockholders are entitled to the net value of the issuers earnings and assets after the issuer pays its creditors and any preferred stockholders. As a result, changes in an issuers earnings directly influence the value of its common stock.
Common Stocks of Foreign Companies are equity securities issued by a corporation domiciled outside of the United States that trade on a domestic securities exchange.
Preferred Stocks have the right to receive specified dividends or distributions before the payment of dividends or distributions on common stock. Some preferred stocks also participate in dividends and distributions paid on common stock. Preferred stocks may provide for the issuer to redeem the stock on a specified date. The Fund may treat redeemable preferred stock as a fixed income security.
Publicly Traded Partnerships are limited partnerships (or limited liability companies), the units of which are listed and traded on a securities exchange. The Fund may invest in publicly traded partnerships that are treated as partnerships for federal income tax purposes. These include master limited partnerships (MLPs) and other entities qualifying under limited exceptions in the Code. Many MLPs derive income and capital gains from the exploration, development, mining or production, processing, refining, transportation or marketing of any mineral or natural resource, or from real property. The value of MLP units fluctuates predominantly based on prevailing market conditions and the success of the MLP. The Fund may purchase common units of an MLP on an exchange as well as directly from the MLP or other parties in private placements. Unlike owners of common stock of a corporation, owners of common units have limited voting rights and have no ability to annually elect directors.
MLPs generally distribute all available cash flow (cash flow from operations less maintenance capital expenditures) in the form of quarterly distributions, but the Fund will be required for federal income tax purposes to include in its taxable income its allocable share of the MLPs income regardless of whether any distributions are made by the MLP. Thus, if the distributions received by the Fund are less than the Funds allocable share of the MLPs income, the Fund may be required to sell other securities so that it may satisfy the requirements to qualify as a regulated investment company and avoid federal income and excise taxes. Common units typically have priority as to minimum quarterly distributions. In the event of liquidation, common units have preference over subordinated units, but not debt or preferred units, to the remaining assets of the MLP.
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Holders of MLP units of a particular MLP are also exposed to a remote possibility of liability for the obligations of that MLP under limited circumstances not expected to be applicable to the Fund. In addition, the value of the Funds investment in MLPs depends largely on the MLPs being treated as partnerships for federal income tax purposes. If an MLP does not meet current federal income tax requirements to maintain partnership status, or if it is unable to do so because of federal income tax law changes, it would be taxed as a corporation. In that case, the MLP would be obligated to pay federal income tax at the entity level and distributions received by the Fund generally would be taxed as dividend income for federal income tax purposes. As a result, there could be a reduction in the Funds cash flow and there could be a material decrease in the value of the Funds shares.
Warrants provide an option to buy the issuers stock or other equity securities at a specified price. When holding a warrant, the Fund may buy the designated shares by paying the exercise price before the warrant expires. Warrants may become worthless if the price of the stock does not rise above the exercise price by the stated expiration date. Rights are the same as warrants, except they are typically issued to existing stockholders.
Fixed Income Securities generally pay interest at either a fixed or floating rate and provide more regular income than equity securities. However, the returns on fixed income securities are limited and normally do not increase with the issuers earnings. This limits the potential appreciation of fixed income securities as compared to equity securities. Fixed-rate securities and floating rate securities react differently as prevailing interest rates change.
Callable Securities . Certain fixed income securities in which the Fund invests are callable at the option of the issuer. Callable securities are subject to call risks. Call risks include the risk that the securities in which the Fund invests may be redeemed by the issuer before maturity. If this occurs, the Fund may have to reinvest the proceeds in securities that pay a lower interest rate, which may decrease the Funds yield.
Fixed Rate Debt Securities. Debt securities that pay a fixed interest rate over the life of the security and have a long-term maturity may have many characteristics of short-term debt. For example, the market may treat fixed-rate/long-term securities as short-term debt when a securitys market price is close to the call or redemption price, or if the security is approaching its maturity date when the issuer is more likely to call or redeem the debt.
As interest rates change, the market prices of fixed-rate debt securities are generally more volatile than the prices of floating rate debt securities. As interest rates rise, the prices of fixed-rate debt securities fall, and as interest rates fall, the prices of fixed-rate debt securities rise. For example, a bond that pays a fixed interest rate of 10% is more valuable to investors when prevailing interest rates are lower; this value is reflected in a higher price, or a premium. Conversely, if interest rates are over 10%, the bond is less attractive to investors, and sells at a lower price, or a discount.
Floating Rate Debt Securities. The interest rate paid on floating rate debt securities is reset periodically (e.g., every 90 days) to a predetermined index rate. Commonly used indices include 90-day or 180-day Treasury bill rates; one month or three month London Interbank Offered Rates (LIBOR); commercial paper rates; or the prime rates of interest of a bank. The prices of floating rate debt securities are not as sensitive to changes in interest rates as fixed rate debt securities because they behave like shorter-term securities and their interest rate is reset periodically.
Foreign Securities include securities (i) of issuers domiciled outside of the United States, including securities issued by foreign governments, (ii) that primarily trade on a foreign securities exchange or in a foreign market, or (iii) that are subject to substantial foreign risk based on factors such as whether a majority of an issuers revenue is earned outside of the United States and whether an issuers principal business operations are located outside of the United States.
Investing in foreign securities, including foreign corporate debt securities and foreign debt securities, involves certain risks not ordinarily associated with investments in securities of domestic issuers. Foreign securities markets have, for the most part, substantially less volume than the U.S. markets and securities of many foreign companies are generally less liquid and their prices more volatile than securities of U.S. companies. There is generally less government supervision and regulation of foreign exchanges, brokers and issuers than in the U.S. The rights of investors in certain foreign
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countries may be more limited than those of shareholders of U.S. issuers and investors may have greater difficulty taking appropriate legal action to enforce their rights in a foreign court than in a U.S. court. Investing in foreign securities also involves risks associated with government, economic, monetary, and fiscal policies (such as the adoption of protectionist trade measures), possible foreign withholding taxes on dividends and interest, possible taxes on trading profits, inflation, and interest rates, economic expansion or contraction, and global or regional political, economic or banking crises. Furthermore, there is the risk of possible seizure, nationalization or expropriation of the foreign issuer or foreign deposits and the possible adoption of foreign government restrictions such as exchange controls. Also, foreign issuers are not necessarily subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to those applicable to domestic issuers and as a result, there may be less publicly available information on such foreign issuers than is available from a domestic issuer.
Emerging Markets Securities are fixed income and equity securities of foreign companies domiciled, headquartered, or whose primary business activities or principal trading markets are located in emerging and less developed markets (emerging markets). The sub-adviser considers emerging markets to be those markets in any country other than Canada, Luxembourg, the U.S. Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Israel, Ireland, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom). Investments in emerging markets securities involve special risks in addition to those generally associated with foreign investing. Many investments in emerging markets can be considered speculative, and the value of those investments can be more volatile than investments in more developed foreign markets. This difference reflects the greater uncertainties of investing in less established markets and economies. Costs associated with transactions in emerging markets securities typically are higher than costs associated with transactions in U.S. securities. Such transactions also may involve additional costs for the purchase or sale of foreign currency.
Certain foreign markets (including emerging markets) may require governmental approval for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors. The Fund could be adversely affected by delays in, or a refusal to grant, required governmental approval for repatriation of capital, as well as by the application to the Fund of any restrictions on investments.
Many emerging markets have experienced substantial rates of inflation for extended periods. Inflation and rapid fluctuations in inflation rates have had and may continue to have adverse effects on the economies and securities markets of certain emerging market countries.
Governments of many emerging market countries have exercised and continue to exercise substantial influence over many aspects of the private sector through ownership or control of many companies. The future actions of those governments could have a significant effect on economic conditions in emerging markets, which, in turn, may adversely affect companies in the private sector, general market conditions and prices and yields of certain of the securities in the Funds portfolio. Expropriation, confiscatory taxation, nationalization and political, economic and social instability have occurred throughout the history of certain emerging market countries and could adversely affect Fund assets should any of those conditions recur. In addition, the securities laws of emerging market countries may be less developed than those to which U.S. issuers are subject.
Lending of Portfolio Securities. In order to generate additional income, the Fund may lend portfolio securities. When the Fund lends portfolio securities, it will receive either cash or liquid securities as collateral from the borrower. The Fund will reinvest cash collateral in short-term liquid securities that qualify as an otherwise acceptable investment for the Fund. If the market value of the loaned securities increases, the borrower must furnish additional collateral to the Fund. During the time portfolio securities are on loan, the borrower pays the Fund any dividends or interest paid on such securities. Loans are subject to termination at the option of the Fund or the borrower. As a lending fund, the Fund may pay reasonable administrative and custodial fees in connection with a loan and may pay a negotiated portion of the interest earned on the cash or equivalent collateral to a securities lending agent or broker. The Fund currently lend its portfolio securities through Marshall & Ilsley Trust Company N.A. (M&I Trust), as agent. The Fund and M&I Trust have received an order from the SEC that permits M&I Trust to charge, and the Fund to pay, market-based compensation for M&I Trusts services as securities lending agent.
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Securities Lending Risks. When the Fund lends its portfolio securities, it may not be able to get them back from the borrower on a timely basis, in which case the Fund may lose certain investment opportunities, as well as the opportunity to vote the securities. The Fund is also subject to the risks associated with the investments of cash collateral, usually fixed income securities risk. If the Fund receives a payment from a borrower in lieu of the dividends on the loaned securities, such payment will generally be taxed as ordinary income for federal income tax purposes and will not be treated as qualified dividend income.
Leverage Risks. Leverage risk is created when an investment exposes the Fund to a level of risk that exceeds the amount invested. Changes in the value of such an investment magnify the Funds risk of loss and potential for gain.
Repurchase Agreements and Reverse Repurchase Agreements. A repurchase agreement is a transaction in which the Fund buys a security from a dealer or bank and agrees to sell the security back at a mutually agreed upon time and price. The repurchase price exceeds the sale price, reflecting an agreed upon interest rate effective for the period the buyer owns the security subject to repurchase. The agreed upon interest rate is unrelated to the interest rate on that security. The Adviser will continually monitor the value of the underlying security to ensure that the value of the security always equals or exceeds the repurchase price. The Funds custodian is required to take possession of the securities subject to repurchase agreements. These securities are marked to market daily. To the extent that the original seller defaults and does not repurchase the securities from the Fund, the Fund could receive less than the repurchase price for such securities. In the event that such a defaulting seller files for bankruptcy or becomes insolvent, disposition of such securities by the Fund might be delayed pending court action. The Fund believes that, under the procedures normally in effect for custody of the portfolio securities subject to repurchase agreements, a court of competent jurisdiction would rule in favor of the Fund and allow retention or disposition of such securities. The Funds will only enter into repurchase agreements with banks and other recognized financial institutions, such as broker/dealers, that the Adviser has determined to be creditworthy.
Reverse repurchase agreement transactions are similar to borrowing cash. In a reverse repurchase agreement, the Fund sells a portfolio security to another person, such as a financial institution, broker or dealer, in return for a percentage of the instruments market value in cash, and agrees that on a stipulated date in the future the Fund will repurchase the portfolio security at a price equal to the original sale price plus interest. The Fund may use reverse repurchase agreements for liquidity and for avoiding a sale of portfolio instruments at a time when the sale may be deemed disadvantageous.
When effecting reverse repurchase agreements, liquid assets of the Fund, in a dollar amount sufficient to make payment for the obligations to be purchased, are segregated on the trade date. These securities are marked to market daily and maintained until the transaction is settled.
Risks Related to Company Size. Generally, the smaller the market capitalization of a company, the fewer the number of shares traded daily, the less liquid its stock and the more volatile its price. Market capitalization is determined by multiplying the number of the companys outstanding shares by its current market price per share.
Companies with smaller market capitalizations also tend to have unproven track records, a limited product or service base and limited access to capital. These factors also increase risks and make these companies more likely to fail than companies with larger market capitalizations.
Securities of Other Investment Companies. The Funds may invest in the securities of other investment companies within the limits prescribed by the 1940 Act and the rules promulgated thereunder. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, the Fund becomes a shareholder of that investment company. As a result, Fund shareholders indirectly will bear the Funds proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses Fund shareholders directly bear in connection with the Funds own operations. The Funds also may invest in investment companies that are not organized under the laws of the United States (Offshore Funds). In addition to the risks of investing in securities of other investment companies, Offshore Funds are also subject to the risks described under Foreign Securities, above.
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Sovereign Debt. The Fund may purchase sovereign debt. Sovereign debt differs from debt obligations issued by private entities in that, generally, remedies for defaults must be pursued in the courts of the defaulting party. Legal recourse is therefore limited. Political conditions, especially a sovereign entitys willingness to meet the terms of its debt obligations, are of considerable significance. Also, there can be no assurance that the holders of commercial bank loans to the same sovereign entity may not contest payments to the holders of sovereign debt in the event of default under commercial bank loan agreements. Financial markets have recently experienced increased volatility due to the uncertainty surrounding the sovereign debt of certain European countries, which may have significant adverse effects on the economies of these countries and increase the risks of investing in sovereign debt.
A sovereign debtors willingness or ability to repay principal and pay interest in a timely manner may be affected by a variety of factors, including among others, its cash flow situation, the extent of its foreign reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtors policy toward principal international lenders and the political constraints to which a sovereign debtor may be subject. A country whose exports are concentrated in a few commodities could be vulnerable to a decline in the international price of such commodities. Increased protectionism on the part of a countrys trading partners, or political changes in those countries, could also adversely affect its exports. Such events could diminish a countrys trade account surplus, if any, or the credit standing of a particular local government or agency. Another factor bearing on the ability of a country to repay sovereign debt is the level of the countrys international reserves. Fluctuations in the level of these reserves can affect the amount of foreign exchange readily available for external debt payments and, thus, could have a bearing on the capacity of the country to make payments on its sovereign debt.
To the extent that a country has a current account deficit (generally when its exports of merchandise and services are less than its countrys imports of merchandise and services plus net transfers (e.g., gifts of currency and goods) to foreigners), it may need to depend on loans from foreign governments, multilateral organizations or private commercial banks, aid payments from foreign governments and inflows of foreign investment. The access of a country to these forms of external funding may not be certain, and a withdrawal of external funding could adversely affect the capacity of a government to make payments on its obligations. In addition, the cost of servicing debt obligations can be adversely affected by a change in international interest rates, since the majority of these obligations carry interest rates that are adjusted periodically based upon international rates.
With respect to sovereign debt of emerging market issuers, investors should be aware that certain emerging market countries are among the largest debtors to commercial banks and foreign governments. At times, certain emerging market countries have declared moratoria on the payment of principal and interest on external debt.
Certain emerging market countries have experienced difficulty in servicing their sovereign debt on a timely basis, which led to defaults on certain obligations and the restructuring of certain indebtedness. Restructuring arrangements have included, among other things, reducing and rescheduling interest and principal payments by negotiating new or amended credit agreements or converting outstanding principal and unpaid interest to Brady Bonds (discussed below), and obtaining new credit to finance interest payments. Holders of sovereign debt, including the Fund, may be requested to participate in the rescheduling of such debt and to extend further loans to sovereign debtors, and the interests of holders of sovereign debt could be adversely affected in the course of restructuring arrangements or by certain other factors referred to below. Furthermore, some of the participants in the secondary market for sovereign debt may also be directly involved in negotiating the terms of these arrangements and may therefore have access to information not available to other market participants, such as the Fund. Obligations arising from past restructuring agreements may affect the economic performance and political and social stability of certain issuers of sovereign debt. There is no bankruptcy proceeding by which sovereign debt on which a sovereign has defaulted may be collected in whole or in part.
Foreign investment in certain sovereign debt is restricted or controlled to varying degrees. These restrictions or controls may at times limit or preclude foreign investment in such sovereign debt and increase the costs and expenses of the Fund. Certain countries in which the Fund may invest require governmental approval prior to investments by foreign
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persons, limit the amount of investment by foreign persons in a particular issuer, limit the investment by foreign persons only to a specific class of securities of an issuer that may have less advantageous rights than the classes available for purchase by domiciliaries of the countries or impose additional taxes on foreign investors. Certain issuers may require governmental approval for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors. In addition, if a deterioration occurs in a countrys balance of payments, the country could impose temporary restrictions on foreign capital remittances. The Fund could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation of capital, as well as by the application to the Fund of any restrictions on investments. Investing in local markets may require the Fund to adopt special procedures, seek local government approvals or take other actions, each of which may involve additional costs to the Fund.
The sovereign debt in which the Fund may invest includes Brady Bonds, which are securities created through the exchange of existing commercial bank loans to public and private entities in certain emerging markets for new bonds in connection with debt restructurings under a debt restructuring plan introduced by former U.S. Secretary of the Treasury, Nicholas F. Brady. Brady Bonds may be collateralized or uncollateralized and are issued in various currencies (but primarily the dollar). Dollar-denominated, collateralized Brady Bonds, which may be fixed-rate bonds or floating-rate bonds, are generally collateralized in full as to principal by U.S. Treasury zero coupon bonds having the same maturity as the Brady Bonds. Interest payments on these Brady Bonds generally are collateralized by cash or securities in an amount that, in the case of fixed rate bonds, is equal to at least one year of rolling interest payments or, in the case of floating rate bonds, initially is equal to at least one years rolling interest payments based on the applicable interest rate at that time and is adjusted at regular intervals thereafter. Brady Bonds are often viewed as having several valuation components: (1) the collateralized repayment of principal, if any, at final maturity, (2) the collateralized interest payments, if any, (3) the uncollateralized interest payments and (4) any uncollateralized repayment of principal at maturity (these uncollateralized amounts constitute the residual risk). In light of the residual risk of Brady Bonds and, among other factors, the history of defaults with respect to commercial bank loans by public and private entities of countries issuing Brady Bonds, investments in Brady Bonds have speculative characteristics. The Fund may purchase Brady Bonds with no or limited collateralization, and will be relying for payment of interest and (except in the case of principal collateralized Brady Bonds) principal primarily on the willingness and ability of the foreign government to make payment in accordance with the terms of the Brady Bonds.
Temporary Investments . There may be times when market conditions warrant a defensive position. During these market conditions, the Fund may temporarily invest without limit in short-term debt obligations (money market instruments). These investments include commercial paper, bank instruments, U.S. government obligations, repurchase agreements, securities of other investment companies investing in short-term debt securities, and foreign short-term debt securities. The Funds temporary investments must be of comparable quality to their primary investments.
U.S. Government Securities . U.S. government securities include direct obligations of the U.S. government, including U.S. Treasury bills, notes, and bonds of varying maturities, and those issued or guaranteed by various U.S. government agencies and instrumentalities. Treasury securities are direct obligations of the federal government of the United States. Agency securities are issued or guaranteed by a federal agency or other government sponsored entity acting under federal authority. Some government entities are supported by the full faith and credit of the United States. Other government entities receive support through federal subsidies, loans or other benefits. A few government entities have no explicit financial support, but are regarded as having implied support because the federal government sponsors their activities.
The Fund treats mortgage-backed securities guaranteed by a government sponsored entity as if issued or guaranteed by a federal agency. Although such a guarantee protects against credit risks, it does not reduce the market and prepayment risks.
Federal National Mortgage Association (Fannie Mae) and Federal Home Loan Mortgage Corporation (Freddie Mac). Fannie Mae and Freddie Mac were placed into conservatorship by the Federal Housing Finance Agency (FHFA), an independent regulator, in 2008, and FHFA succeeded to all of their rights, titles, powers and privileges. At the time Fannie Mae and Freddie Mac were placed in conservatorship, the U.S. Treasury established preferred stock purchase agreements pursuant to which the U.S. Treasury will contribute cash capital to maintain a positive net worth in each
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enterprise. These agreements were amended in December 2009 to permit the U.S. Treasurys funding commitment to increase as necessary to accommodate any cumulative reduction in net worth of the enterprises for a three-year period. FHFA has the right to transfer or sell any asset or liability of Fannie Mae or Freddie Mac without any approval, assignment or consent, although FHFA has stated that it has no present intention to do so. In addition, holders of mortgage-backed securities issued by Fannie Mae or Freddie Mac may not enforce certain rights related to such securities against FHFA, or the enforcement of such rights may be delayed, during the conservatorship.
When-Issued and Delayed Delivery Transactions
. These transactions are made to secure what is considered to be an
advantageous price or yield. Settlement dates may be a month or more after entering into these transactions, and the market values of the securities purchased may vary from the purchase prices. Other than normal transaction costs, no fees or
expenses are incurred. However, liquid assets of the Fund are segregated on the Funds records on the trade date in an amount sufficient to make payment for the securities to be purchased. These assets are marked to market daily and are
NON-FUNDAMENTAL INVESTMENT OBJECTIVE
The Funds investment objective is to provide capital appreciation. The investment objective of the Fund may be
INVESTMENT POLICIES AND LIMITATIONS
With respect to the Funds investment policies and limitations, if a percentage limitation is adhered to at the time of investment, a later increase or decrease in percentage resulting from any change in value or net assets will not result in a violation of such limitation, except in the case of borrowing money. For purposes of such policies and limitations, the Fund considers instruments (such as certificates of deposit and demand and time deposits) issued by a U.S. branch of a domestic bank or savings and loan having capital, surplus, and undivided profits in excess of $100,000,000 at the time of investment to be cash items. Under the 1940 Act, the authorization of a majority of the outstanding voting securities means the affirmative vote of the holders of the lesser of (i) 67% of the shares of the Fund represented at a meeting at which the holders of more than 50% of the Funds outstanding shares are represented or (ii) more than 50% of the outstanding shares of the Fund.
Fundamental Limitations
The following investment limitations are fundamental and cannot be changed for the Fund unless authorized by the majority of the outstanding voting securities of that Fund, as defined by the 1940 Act.
Issuing Senior Securities and Borrowing Money
The Fund will not issue senior securities or borrow money, except as the Investment Company Act of 1940, any rule, regulation or exemptive order thereunder, or any SEC staff interpretation thereof, may permit.
Lending Cash or Securities
The Fund will not lend any of its securities, or make any other loan, in excess of one-third of the value of the Funds total assets. This shall not prevent the Fund from purchasing or holding U.S. government obligations, money market instruments, variable rate demand notes, bonds, debentures, notes, certificates of indebtedness, or other debt securities, entering into repurchase agreements, or engaging in other transactions where permitted by the Funds investment goal, policies, and limitations.
Investing in Commodities
The Fund will not purchase or sell commodities unless acquired as a result of ownership of securities or other instruments, and provided that this restriction shall not prevent the Fund (other than a Money Market Fund) from (i) purchasing or selling futures contracts, options and other derivative instruments or (ii) investing in securities or other instruments backed by physical commodities.
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Investing in Real Estate
The Fund will not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments, and provided that this restriction shall not prevent the Fund from investing in (i) securities of issuers that invest, deal or otherwise engage in transactions in real estate or interests therein or (ii) securities or other instruments backed by real estate or interests therein.
Diversification of Investments
With respect to securities comprising 75% of the value of its total assets, the Fund will not purchase securities issued by any one issuer (other than cash, cash items or securities issued or guaranteed by the government of the United States or its agencies or instrumentalities, repurchase agreements collateralized by such securities and securities of other investment companies) if as a result more than 5% of the value of its total assets would be invested in the securities of that issuer or if it would own more than 10% of the outstanding voting securities of such issuer.
Concentration of Investments
The Fund will not invest 25% or more of its total assets in any one industry. However, investing in U.S. government securities shall not be considered investments in any one industry.
Underwriting
The Fund will not underwrite securities of other issuers, except to the extent it may be deemed to be an underwriter within the meaning of the 1933 Act in connection with the purchase and sale of portfolio securities.
Non-Fundamental Limitations
The following investment limitations are non-fundamental and, therefore, may be changed by the Board without shareholder approval. Shareholders will be notified before any material change in these limitations becomes effective.
Selling Short and Buying on Margin
The Fund will not sell any securities short, unless it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short, or unless it covers such short sale as required by the current rules and positions of the SEC or its staff, and provided that transactions in futures contracts or other derivatives are not deemed to constitute selling securities short.
The Fund will not purchase any securities on margin, except that it may obtain such short-term credits as may be necessary for clearance of transactions, and provided that margin deposits in connection with futures contracts or other derivatives shall not constitute purchasing securities on margin.
Pledging Assets
The Fund will not mortgage, pledge, or hypothecate any assets owned by the Fund, except as may be necessary in connection with permissible borrowings or investments and then such mortgaging, pledging or hypothecating may not exceed 33 1/3% of the Funds total assets at the time of the borrowing or investment.
Investing in Illiquid and Restricted Securities
The Fund will not invest more than 15% of the value of its net assets in illiquid securities, including repurchase agreements providing for settlement in more than seven days after notice, non-negotiable fixed time deposits with maturities over seven days, OTC options, guaranteed investment contracts, and certain restricted securities not determined to be liquid (including certain municipal leases).
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Purchasing Securities to Exercise Control
The Fund will not purchase securities of a company for the purpose of exercising control or management.
Investing in Securities of Other Investment Companies
The Fund will limit its investment in other investment companies to no more than 3% of the total outstanding voting stock of any investment company, will invest no more than 5% of total assets in any one investment company, and will invest no more than 10% of its total assets in investment companies in general, unless permitted to exceed these limits by an exemptive order or rule of the SEC. The Fund will purchase securities of closed-end investment companies only in open market transactions involving only customary brokers commissions. However, these limitations are not applicable if the securities are acquired in a merger, consolidation, reorganization or acquisition of assets.
Investing in Options
Except for bona fide hedging purposes, the Fund may not invest more than 5% of the value of its net assets in the sum of (a) premiums on open option positions on futures contracts, plus (b) initial margin deposits on financial futures contracts.
The Fund will not purchase put options or write call options on securities unless the securities are held in the Funds portfolio or unless the Fund is entitled to them in deliverable form without further payment or has segregated liquid assets in the amount of any further payment.
The Fund will not write call options in excess of 25% of the value of its total assets.
Other Investment Policy
Pursuant to Rule 35d-1 under the 1940 Act, the Fund has adopted a non-fundamental investment policy to invest at least 80% of its assets (defined as net assets plus any borrowings for investment purposes) in the types of securities and investments suggested by its name. Each such Fund will provide its shareholders with at least 60 days prior written notice of any changes to such policy as required by Rule 35d-1.
Portfolio securities of the Fund are valued as follows:
|
for equity securities traded on a securities exchange, including NASDAQ, at the last sale price or official closing price reported on the exchange on which the security is principally traded; |
|
in the absence of recorded sales for equity securities, at the mean of the last bid and asked prices as furnished by an independent pricing service; |
|
for U.S. government securities, listed corporate bonds, private placement securities, other fixed income and asset-backed securities and unlisted securities, at the mean of the last bid and asked prices as furnished by an independent pricing service, except that fixed income securities with remaining maturities of 60 days or less at the time of purchase are valued at amortized cost; |
|
in the absence of a market quote for asset and mortgage-backed securities for which final paydowns have been processed, par value will be used to price the security until the final payment is received and the final paydown has been removed from the fund accounting records; |
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|
for securities of other open-end registered investment companies, at net asset value; and |
|
for all other securities, at fair value as determined in good faith by the Board. |
Prices provided by independent pricing services may be determined without relying exclusively on quoted prices and may consider institutional trading in similar groups of securities, yield, quality, stability, risk, coupon rate, maturity, type of issue, trading characteristics and other market data or factors.
The Fund values futures contracts and options at their market values established by the exchanges on which they are traded at the close of trading on such exchanges. Options traded in the OTC market are valued according to the mean between the last bid and the last asked price for the option as provided by an investment dealer or other financial institution that deals in the option. The Board may determine in good faith that another method of valuing such investments is necessary to appraise their fair market value.
Any securities or other assets for which market valuations are not readily available or are deemed to be inaccurate are valued at fair value as determined in good faith and in accordance with procedures approved by the Board. The Board has established and appointed a Pricing Committee, which is responsible for determinations of fair value. See Board of Directors. In determining fair value, the Pricing Committee takes into account all information available and any factors it deems appropriate.
Trading in foreign securities may be completed at times that vary from the closing of the New York Stock Exchange (NYSE). In computing its NAV, the Fund values foreign securities at the latest closing price on the principal exchange on which they are traded immediately prior to the closing of the NYSE. Certain foreign currency exchange rates may also be determined at the latest rate prior to the closing of the NYSE. Foreign securities quoted in foreign currencies are translated into U.S. dollars at current rates. The passage of time between when the foreign exchanges or markets close and when the Fund computes its net asset values could cause the value of foreign securities to no longer be representative or accurate, and as a result, may necessitate that such securities be fair valued. Accordingly, for foreign securities, the Fund may use an independent pricing service to fair value price the security as of the close of regular trading on the NYSE. As a result, the Funds value for a security may be different from the last sale price (or the latest bid price).
Except under certain circumstances described in the Prospectus, shares of each class of the Fund are sold at their NAVs on days the NYSE is open for business.
The procedure for purchasing shares is explained in the Prospectus under How to Buy Shares.
M&I Distributors, LLC (MID), located at 111 East Kilbourn Avenue, Milwaukee, Wisconsin 53202, serves as the principal distributor of the Funds shares (the Distributor). Under a Distribution Agreement with the Fund, MID offers the Funds shares on a continuous, best-efforts basis. MID is an affiliate of the Adviser and M&I Trust.
For the fiscal years ended August 31, 2011, August 31, 2010 and August 31, 2009, MID received the following commissions for Class A shares of the Fund.
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Underwriting Commissions
(Aggregate Amount/Amount Retained)
For the Fiscal Year Ended August 31 | ||||||||||||
Fund |
2011 (1) | 2010 | 2009 (2) | |||||||||
Lloyd George Emerging Markets Equity |
$ | 1,535/$333 | $ | 9,722/$2,087 | $ | 820/$155 |
(1) |
Commission information is for the period from September 1, 2010 to November 30, 2010, the date Class A shares were terminated for the Fund. |
(2) |
Commission information for the Fund is for the period from December 23, 2008, the date on which the Fund commenced operations, to August 31, 2009, the end of the Funds fiscal year. |
Shareholder Services (Class Y Shares Only)
M&I Trust is the shareholder servicing agent for the Fund. As such, it provides shareholder services to the Fund that include, but are not limited to, distributing the Prospectus and other information, providing shareholder assistance, and communicating or facilitating purchases and redemption of shares.
The Fund may pay M&I Trust for providing shareholder services and maintaining shareholder accounts. M&I Trust may select others to perform these services for their customers and may pay them fees. For the fiscal year ended August 31, 2011, the Class Y shares of the Fund paid $40,908 in shareholder services fees to M&I Trust.
Exchanging Securities for Shares
A shareholder may contact the Fund to request a purchase of shares in an exchange for securities owned by the shareholder. The Fund reserves the right to determine whether to accept the securities and the minimum market value to accept. The Fund will value the securities in the same manner as it values its assets. This exchange is treated as a sale of a shareholders securities for federal income tax purposes.
Redemption In Kind
Although the Fund intends to pay share redemptions in cash, the Fund reserves the right, as described below, to pay the redemption price in whole or in part by a distribution of the Funds portfolio securities.
Because the Corporation has elected to be governed by Rule 18f-1 under the 1940 Act, the Fund is obligated to pay share redemptions to any one shareholder in cash only up to the lesser of $250,000 or 1% of the Funds net assets represented by such share class during any 90-day period. Any share redemption payment greater than this amount will be in cash unless the Adviser determines that payment should be in kind. In such a case, the Fund will pay all or a portion of the remainder of the redemption in portfolio securities, valued in the same way as the Fund determines its NAV. The portfolio securities will be selected in a manner that the Adviser deems fair and equitable and, to the extent available, such securities will be readily marketable.
Redemption in kind is not as liquid as a cash redemption. If a redemption is made in kind, the redeeming shareholder would incur transaction costs in selling the portfolio securities received, and the proceeds of such sales, when made, may be more or less than the value on the redemption date. Redemptions in kind are taxable for federal income tax purposes in the same manner as redemptions for cash.
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In addition, the Fund has adopted procedures, consistent with SEC guidelines, to permit redemption in kind to an affiliate.
Voting and Distribution Rights
Shareholders of the Fund are entitled: (i) to one vote per full share of common stock; (ii) to distributions declared by the Board; and (iii) upon liquidation of the Fund, to participate ratably in the assets of the Fund available for distribution. Each share of the Fund gives the shareholder one vote in the election of directors and other matters submitted to shareholders for vote and is entitled to participate equally in net income and capital gains distributions by the Fund. All shares of the Fund or class in the Corporation have equal voting rights, except that only shares of the Fund or class are entitled to vote on matters affecting the Fund or class. Consequently, the holders of more than 50% of the Corporations shares of common stock voting for the election of directors can elect the entire Board, and, in such event, the holders of the Corporations remaining shares voting for the election of directors will not be able to elect any person or persons to the Board.
The WBCL permits registered investment companies, such as the Corporation, to operate without an annual meeting of shareholders under specified circumstances if an annual meeting is not required by the 1940 Act. The Corporation holds meetings of shareholders as required by the 1940 Act, the Corporations Articles of Incorporation or By-laws. Directors may be removed by the shareholders at a special meeting. A special meeting of the shareholders may be called by the Board upon written request of shareholders owning at least 10% of the Corporations outstanding voting shares. The shares are redeemable and transferable. All shares issued and sold by the Corporation will be fully paid and nonassessable.
Control Persons and Principal Shareholders
As of November 30, 2011, the following shareholders owned of record or are known by the Corporation to own of record or beneficially more than 5% of the Funds outstanding class of shares:
Fund Name |
Class |
Name and Address |
Number of
Shares |
Percent
of Class |
||||||||
Lloyd George Emerging Markets Equity |
I |
Industricorp and Co 312 Central Ave Se Ste 508 Minneapolis MN 55414-1166 |
765,792.4 | 33 | % | |||||||
I |
Mitra & Co* Marshall & Ilsley Trust Oper 11270 West Park Place Ste 400 Milwaukee WI 53224-3638 |
1,397,782.2 | 60 | % | ||||||||
Y |
Mitra & Co* Marshall & Ilsley Trust Oper 11270 West Park Place Ste 400 Milwaukee WI 53224-3638 |
646,334.8 | 87 | % |
* | The Corporation believes that this entity, the holder of record of these shares, is not the beneficial owner of such shares. |
Any person who beneficially owns more than 25% of the outstanding shares of the Fund or a class may be considered a controlling person of the Fund or class. Shareholders with a controlling interest could affect the outcome of proxy voting or the direction of management of the Fund.
As of November 30, 2011, the current officers and directors of the Corporation, as a group, owned less than 1% of any class of the Funds outstanding shares.
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WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES?
This section is not intended to be a full discussion of federal income tax laws and does not discuss state, local or foreign tax laws. Please consult your own tax adviser regarding federal, state, local, or foreign tax considerations.
Fund Taxation
The Fund has qualified and intends to continue to be treated and qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). In order to so qualify, the Fund must, among other things, (i) derive at least 90% of its gross income from dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, other income (including but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies and net income derived from interests in qualified publicly traded partnerships, (ii) distribute at least 90% of its dividend, interest and certain other taxable income each year and 90% of its net tax-exempt income, and (iii) at the end of each fiscal quarter (a) maintain at least 50% of the value of its total assets in cash and cash items, U.S. government securities, securities of other regulated investment companies, and other securities of issuers that represent, with respect to each issuer, no more than 5% of the value of the Funds total assets and 10% of the outstanding voting securities of such issuer, and (b) have no more than 25% of the value of its total assets invested in the securities (other than those of the U.S. government or other regulated investment companies) of any one issuer or of two or more issuers that the Fund controls and that are engaged in the same, similar or related trades and businesses or the securities of one or more qualified publicly traded partnerships.
To the extent that the Fund qualifies for treatment as a regulated investment company, it will not be subject to federal income tax on income paid to shareholders in the form of distributions of net investment company taxable income or capital gains. In the event the Fund fails to qualify as a regulated investment company under Subchapter M, and does not obtain relief from such failure, it will be treated as a regular corporation for federal income tax purposes. Accordingly, the Fund would be subject to federal income taxes on the full amount of its taxable income and gains, and any distributions that the Fund makes would not qualify for any dividends paid deduction. This would increase the cost of investing in the Fund for shareholders and would make it more economical for shareholders to invest directly in securities held by the Fund instead of investing indirectly in such securities through the Fund.
The Fund will be treated as a single, separate entity for federal income tax purposes so that income earned and capital gains and losses realized by the Corporations other portfolios will be separate from those realized by the Fund.
The Fund generally will be subject to a 4% nondeductible federal excise tax to the extent the Fund does not meet certain minimum distribution requirements by the end of the calendar year. To avoid the imposition of the 4% excise tax, the Fund must distribute at least 98% of its taxable ordinary income for the calendar year and at least 98.2% of the excess of its capital gains over capital losses realized during the one-year period ending October 31 (in most cases) of such year as well as amounts that were neither distributed nor taxed to the Fund during the prior calendar year. The Fund intends to declare or distribute dividends during the calendar year in an amount sufficient to prevent imposition of this 4% excise tax.
If the Fund invests in certain pay-in-kind securities, zero coupon securities, deferred interest securities or, in general, any other securities with original issue discount (or with market discount if the Fund elects to include market discount in income currently), the Fund must accrue income on such investments for each taxable year, which generally will be prior to the receipt of the corresponding cash payments. However, the Fund must distribute to shareholders, at least annually, all or substantially all of its net investment company taxable income (determined without regard to the deduction for dividends paid), including such accrued income, to avoid federal income and excise taxes. Therefore, the Fund may have to dispose of its portfolio securities under disadvantageous circumstances to generate cash, or may have to leverage itself by borrowing the cash, to satisfy these distribution requirements.
The Fund may acquire market discount bonds. A market discount bond is a security acquired in the secondary market at a price below its redemption value (or its adjusted issue price if it is also an original issue discount bond). If the
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Fund invests in a market discount bond, it will be required to treat any gain recognized on the disposition of such market discount bond as ordinary income (instead of capital gain) to the extent of the accrued market discount, unless the Fund elects to include the market discount in income as it accrues.
The Funds investment in lower-rated or unrated debt securities may present issues for the Fund if the issuers of these securities default on their obligations because the federal income tax consequences to a holder of such securities are not certain.
The Funds transactions, if any, in forward contracts, options, futures contracts and hedged investments may be subject to special provisions of the Code that, among other things, may affect the character of gain and loss realized by the Fund (i.e., may affect whether gain or loss is ordinary or capital), accelerate recognition of income to the Fund, defer the Funds losses, and affect whether capital gain and loss is characterized as long-term or short-term. These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also may require the Fund to mark-to-market certain types of positions (i.e., treat them as if they were closed out), which may cause the Fund to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the distribution requirements for avoiding federal income and excise taxes. The Funds will monitor their transactions, make the appropriate tax elections, and make the appropriate entries in their books and records when they acquire any option, futures contract, forward contract, or hedged investment in order to mitigate the effect of these rules, prevent disqualification of the Fund as a regulated investment company, and minimize the imposition of federal income and excise taxes.
Options held by the Fund at the end of each fiscal year on a broad-based stock index are treated under the Code as Section 1256 contracts and will be required to be marked-to-market for federal income tax purposes. Sixty percent of any net gain or loss recognized on such deemed sales or on any actual sales will be treated as long-term capital gain or loss, and the remainder will be treated as short-term capital gain or loss (60/40 gain or loss). Certain other options, futures contracts and options on futures contracts utilized by the Fund are also Section 1256 contracts. Any Section 1256 contracts held by the Fund at the end of each taxable year (and on October 31 of each year for purposes of the 4% excise tax) are also marked-to-market with the result that unrealized gains or losses are treated as though they were realized and the resulting gain or loss is treated as a 60/40 gain or loss.
The Funds entry into a short sale transaction, an option or certain other contracts could be treated as the constructive sale of an appreciated financial position, causing the Fund to realize gain, but not loss, on the position.
The application of certain requirements for qualification as a regulated investment company and the application of certain other federal income tax rules may be unclear in some respects in connection with investments in certain derivatives and other investments. As a result, the Fund may be required to limit the extent to which it invests in such investments and it is also possible that the Internal Revenue Service (IRS) may not agree with the Funds treatment of such investments. In addition, the tax treatment of derivatives and certain other investments may be affected by future legislation, Treasury Regulations and guidance issued by the IRS (which could apply retroactively) that could affect the timing, character and amount of the Funds income and gains and distributions to shareholders, affect whether the Fund has made sufficient distributions and otherwise satisfied the requirements to maintain its qualification as a regulated investment company and avoid federal income and excise taxes or limit the extent to which the Fund may invest in certain derivatives and other investments in the future.
Generally, the character of the income or capital gains that the Fund receives from another investment company will pass through to the Funds shareholders as long as the Fund and the other investment company each qualify as a regulated investment company. However, to the extent that another investment company that qualifies as a regulated investment company realizes net losses on its investments for a given taxable year, the Fund will not be able to recognize its share of those losses until it disposes of shares of such investment company. Moreover, even when the Fund does make such a disposition, a portion of its loss may be recognized as a long-term capital loss, which will not be treated as favorably for federal income tax purposes as an ordinary deduction. In particular, the Fund will not be able to offset any capital losses from its dispositions of shares of other investment companies against its ordinary income. As a result of the foregoing rules, and certain other special rules, it is possible that the amounts of net investment company taxable income
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and net capital gains that the Fund will be required to distribute to shareholders will be greater than such amounts would have been had the Fund invested directly in the securities held by the investment companies in which it invests, rather than investing in shares of the investment companies. For similar reasons, the character of distributions from the Fund (e.g., long-term capital gain, qualified dividend income, etc.) will not necessarily be the same as it would have been had the Fund invested directly in the securities held by the investment companies in which it invests.
Under the Code, gains or losses attributable to fluctuations in exchange rates that occur between the time the Fund accrues income or other receivables or accrues expenses or other liability denominated in a foreign currency and the time the Fund actually collects such receivable or pays such liabilities generally are treated as ordinary income or loss. Similarly, on disposition of debt securities denominated in a foreign currency and on disposition of certain other instruments, gains or losses attributable to fluctuations in the value of the foreign currency between the date of acquisition of the security or contract and the date of disposition also may be treated as ordinary gain or loss. These gains and losses, referred to under the Code as Section 988 gains or losses, may increase or decrease the amount of the Funds net investment company taxable income to be distributed to its shareholders as ordinary income.
Distributions from the Fund may be based on estimates of book income for the year. Book income generally consists solely of the income generated by the securities in the portfolio, whereas tax-basis income includes, in addition, gains or losses attributable to currency fluctuation. Due to differences in the book and tax treatment of fixed income securities denominated in foreign currencies, it is difficult to project currency effects on an interim basis. Therefore, to the extent that currency fluctuations cannot be anticipated, a portion of distributions to shareholders could later be designated as a return of capital, rather than income, for federal income tax purposes, which may be of particular concern to simple trusts.
If the Fund receives an excess distribution with respect to the stock of a passive foreign investment company (PFIC), the Fund itself may be subject to federal income tax on a portion of the excess distribution, whether or not the corresponding income is distributed by the Fund to shareholders. In general, a foreign corporation is classified as a PFIC for a taxable year if at least 50% of its assets produce or are held to produce passive income or 75% or more of its gross income is passive income.
Under the PFIC rules, an excess distribution is treated as having been realized ratably over the period during which the Fund held the PFIC stock. The Fund itself will be subject to U.S. federal income tax (including interest) on the portion, if any, of an excess distribution that is so allocated to prior taxable years. Certain distributions from a PFIC as well as gain from the sale of PFIC stock are treated as excess distributions. Excess distributions are characterized as ordinary income even though, absent application of the PFIC rules, certain excess distributions might have been classified as capital gain.
Rather than being taxed on the PFIC income as discussed above, the Fund may be eligible to elect alternative tax treatment. Under an election that currently is available in certain circumstances, the Fund generally would be required to include in its gross income its share of the PFICs income and net capital gain annually, regardless of whether distributions are received from the PFIC in a given year. In addition, another election may be available that would involve marking to market the Funds PFIC shares at the end of each taxable year (and on certain other dates prescribed in the Code), with the result that unrealized gains are treated as though they were realized and treated as ordinary income or loss (subject to certain limitations). If this election were made, federal income tax at the Fund level under the PFIC rules would generally be eliminated, but the Fund could, in limited circumstances, incur nondeductible interest charges. The Funds intention to qualify annually as a regulated investment company may limit its options with respect to PFIC shares.
Because the application of the PFIC rules may affect, among other things, the character of gains and the amount of gain or loss and the timing of the recognition of income with respect to PFIC shares, and may subject the Fund itself to tax on certain income from PFIC shares, the amount that must be distributed to shareholders and that will be taxed to shareholders as ordinary income or long-term capital gain may be increased or decreased as compared to a fund that did not invest in PFIC shares.
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Taxation of U.S. Shareholders
Shareholders will be subject to federal income tax on distributions made by the Fund whether received in cash or additional shares of the Fund. Distributions of net investment company taxable income (which includes any net short-term capital gain in excess of any net long-term capital loss) generally will be taxable to shareholders as ordinary income. However, for taxable years beginning prior to January 1, 2013, distributions to noncorporate shareholders of net investment company taxable income that the Fund reports as qualified dividend income (generally dividends received from U.S. domestic corporations and qualified foreign corporations) generally will be taxed at the federal income tax rates applicable to net capital gain, provided certain holding period and other requirements described below are satisfied. Distributions of net capital gain (the excess of net long-term capital gains over net short-term capital losses), if any, will be taxable to noncorporate shareholders at a maximum federal income tax rate of 15%, without regard to how long a shareholder has held shares of the Fund. Unless extended by future legislation, the 15% federal income tax rate on net capital gain will expire for taxable years beginning after 2012 and will be replaced by a maximum federal income tax rate on net capital gains of 20%. Distributions of net investment company taxable income paid by the Fund may qualify in part for the 70% dividends received deduction available to corporate shareholders, provided that certain holding period and other requirements under the Code are satisfied. Generally, however, dividends received on stocks of foreign issuers that are held by the Fund are not eligible for the dividends received deduction when distributed to the Funds shareholders.
Dividend income received by the Fund and distributed to the Fund shareholder may not be treated as qualified dividend income by the shareholder unless the Fund satisfies certain holding period and other requirements with respect to the stock in its portfolio generating such dividend income and the shareholder meets certain holding period and other requirements with respect to the Funds shares. A dividend will not be treated as qualified dividend income (at either the Fund or shareholder level) (1) if the dividend is received with respect to any share of stock held for fewer than 61 days during the 121-day period beginning on the date that is 60 days before the date on which such share becomes ex-dividend with respect to such dividend (or, in the case of certain preferred stock, 91 days during the 181-day period beginning 90 days before such date), (2) to the extent that the recipient is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property, or (3) if the recipient elects to have the dividend income treated as investment income for purposes of the limitation on deductibility of investment interest. For purposes of determining the holding period for stock on which a dividend is received, such holding period is reduced for any period the recipient has an option to sell, is under a contractual obligation to sell or has made (and not closed) a short sale of substantially identical stock or securities, and in certain other circumstances. In order for a dividend paid by a foreign corporation to constitute qualified dividend income, the foreign corporation must (1) be eligible for the benefits of a comprehensive income tax treaty with the United States (or the stock on which the dividend is paid must be readily tradable on an established securities market in the United States), and (2) not be treated as a PFIC.
To the extent the Fund is unable to use its capital losses, it may be entitled to a capital loss carry-forward, which may reduce the taxable gain that the Fund would realize and on which the shareholder would be subject to federal income tax in the future.
Distributions declared by the Fund during October, November or December to shareholders of record during such month and paid by January 31 of the following year will be taxable in the year they are declared, rather than the year in which they are received. The Fund will notify its shareholders each year of the amount and type of dividends and distributions it paid.
Gain or loss realized upon a sale, redemption or other disposition (such as an exchange) of shares of the Fund by a shareholder will generally be treated as long-term capital gain or loss if the shares have been held for more than one year and, if held for one year or less, as short-term capital gain or loss. Any loss on the sale, redemption or exchange of shares held for six months or less will be treated as a long-term capital loss to the extent of any net capital gain distributions paid to the shareholder with respect to such shares. Any loss a shareholder realizes on a sale, redemption or exchange of shares will be disallowed if the shareholder acquires other shares of the Fund (whether through the automatic reinvestment of distributions or otherwise) or substantially identical stock or securities within a 61-day period beginning 30 days before and ending 30 days after the shareholders sale, redemption or exchange of the shares. In such case, the shareholders tax basis in the shares acquired will be adjusted to reflect the disallowed loss. Capital losses may be subject to limitations on their use by a shareholder.
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Purchasing shares shortly before a distribution may not be advantageous. If the distribution is taxable, it will essentially result in a taxable return of a portion of the purchase price.
Foreign Taxation
Income received by the Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries. Tax conventions between certain countries and the U.S. may reduce or eliminate such taxes. Also, many foreign countries do not impose taxes on capital gains in respect of investments by foreign investors. The effective rate of foreign tax cannot be predicted since the amount of Fund assets to be invested within various countries is uncertain.
If more than 50% of the value of the Funds total assets at the close of its taxable year consists of securities of foreign corporations, such Fund will be eligible to elect to pass through to the Funds shareholders the amount of eligible foreign income and similar taxes paid by the Fund. If this election is made, a shareholder generally subject to federal income tax will be required to include in gross income (in addition to taxable distributions actually received) his or her pro rata share of foreign taxes paid by the Fund in computing his or her taxable income and to use such amount as a foreign tax credit against his or her U.S. federal income tax liability or deduct such amount in lieu of claiming a credit, subject to certain limitations. No deduction for foreign taxes may be claimed by a shareholder who does not itemize deductions. Each shareholder will be notified after the close of the Funds taxable year whether the foreign taxes paid by the Fund will pass through for that year. If the Fund does not satisfy the requirements for passing through to its shareholders their proportionate shares of any foreign taxes paid by the Fund, shareholders will not be required to include such taxes in their gross incomes and will not be entitled to a tax deduction or credit for such taxes on their own federal income tax returns.
State and Local Taxes
Shareholders may be subject to state and local taxes on distributions received from the Fund (including exempt interest dividends) and on redemptions of Fund shares. Rules of state and local taxation of distributions from regulated investment companies often differ from rules for federal income taxation described above. You are urged to consult your tax adviser as to the consequences of these and other state and local tax rules affecting an investment in the Fund.
Backup Withholding and Other Considerations
If a shareholder does not furnish the Fund with a correct social security number or taxpayer identification number, certify that it is correct, and certify that he, she or it is not subject to backup withholding and/or the Fund receives notification from the IRS requiring back-up withholding, the Fund is required by federal law to withhold federal income tax from all distributions (including exempt interest dividends) and redemption proceeds paid to the shareholder at the rate set forth in applicable IRS rules and regulations. Amounts withheld may be applied to the shareholders federal income tax liability and the shareholder may obtain a refund from the IRS if withholding results in an overpayment of federal income tax for such year.
Taxation of Non-U.S. Shareholders
The foregoing discussion relates solely to U.S. federal income tax law as applied to U.S investors. Non-U.S. investors should consult their tax advisers concerning the tax consequences of ownership of shares of the Fund, including the possibility that distributions may be subject to a 30% U.S. withholding tax (or a reduced rate of withholding provided by an applicable tax treaty).
However, effective for taxable years of the Fund beginning before January 1, 2012, the Fund will generally not be required to withhold tax on any amounts paid to a non-U.S. investor with respect to distributions attributable to qualified short-term gain (i.e., the excess of net short-term capital gain over net long-term capital loss) designated as such by the
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Fund and distributions attributable to certain U.S. source interest income that would not be subject to federal withholding tax if earned directly by a non-U.S. person, provided such amounts are properly designated by the Fund. The Fund may choose not to designate such amounts.
Under recent legislation applicable to tax years beginning in 2013, the U.S. will impose a 30% withholding tax on distributions and proceeds of sale in respect of Fund shares received by U.S. stockholders who own their shares through foreign accounts or foreign intermediaries and certain non-U.S. stockholders if certain disclosure requirements related to U.S. accounts or ownership are not satisfied. If payment of withholding taxes is required, non-U.S. stockholders that are otherwise eligible for an exemption from, or reduction of, U.S. withholding taxes with respect to such distributions and proceeds may be able to seek a refund from the IRS to obtain the benefit of such exemption or reduction. The Fund will not pay any additional amounts in respect of any amounts withheld. This withholding could also affect the Funds return on a foreign security.
This section is not intended to be a full discussion of federal income tax laws and the effect of such laws on an investor. There may be other federal, state, local or foreign tax considerations applicable to a particular investor. Investors are urged to consult their own tax advisers.
Directors
The Board of Directors is responsible for overseeing the business and affairs of the Corporation. Information regarding the directors of the Corporation, and their age and business experience during the past five years, are shown in the following table. The address of each director is 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin 53202. Each director with two asterisks (**) is deemed to be an interested person of the Corporation as defined in the 1940 Act. Current directors who are not considered to be interested persons of the Corporation are referred to in this SAI as independent directors. The Corporation currently offers 23 separate portfolios or funds, one of which is discussed in this SAI. Information in the following table is as of November 30, 2011 unless otherwise indicated.
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INTERESTED DIRECTORS
Name and Age |
Position(s) Held
|
Term of Office
|
Principal Occupation(s)
|
Number of
Portfolios in Fund Complex Overseen by Director |
Other
Directorships Held by Director |
|||||
John M. Blaser** Age: 54 |
Director and President | Since May 1999 | Vice President of the Adviser and Marshall & Ilsley Trust Company (M&I Trust) since 1998. | 23 | None | |||||
Ellen M. Costello** Age: 56 |
Director | Since September 2011 | Director and CEO of BMO Financial Corp. and U.S. Country Head, since July 2011; President and CEO of BMO Financial Corp., from 2006 to July 2011; Chair and CEO of Harris Bankcorp, Inc. from 2006 to November 2001 and of its wholly-owned subsidiary, Harris N.A., from 2006 to July 2011; Director of Harris Investment Management, Inc., an indirect wholly-owned subsidiary of BMO Financial Corp., since 2006. | 23 | None |
* | Each director serves an indefinite term until he or she retires or otherwise resigns, is removed, dies or until his or her successor is duly elected. Retirement for a director occurs no later than August 31 following his or her 75th birthday. |
** | Mr. Blaser is an interested person of the Corporation (as defined in the 1940 Act) due to the positions that he holds with the Corporation, the Adviser and M&I Trust. Ms. Costello is an interested person of the Corporation due to the positions that she holds with BMO. |
INDEPENDENT DIRECTORS
Name and Age |
Position(s) Held
|
Term of Office
|
Principal Occupation(s)
|
Number of
Portfolios in Fund Complex Overseen by Director |
Other
Directorships Held by Director |
|||||
Larry D. Armel Age: 69 |
Independent Director | Since September 2006 | Retired; formerly, Chairman, Gold Bank Funds, from 2002 to 2005. | 23 | None | |||||
Ridge A. Braunschweig Age: 58 |
Independent Director | Since October 2009 | Executive Vice President and Chief Financial Officer, CPL Industries, Inc. (a manufacturing holding company prior to May 2009 and a family office since May 2009), since 2000. | 23 | None |
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INDEPENDENT DIRECTORS
Benjamin M. Cutler Age: 66 |
Independent Director | Since July 2004 | Chairman, CEO and President, USHEALTH Group, Inc. (a health insurance company), since September 2004. | 23 | None | |||||
John A. Lubs Age: 63 |
Independent Director | Since July 2004 | Vice Chairman, Mason Companies, Inc. (a footwear distributor), October 2004 to July 2010. | 23 | None | |||||
James Mitchell Age: 64 |
Independent Director | Since March 1999 | Chief Executive Officer, NOG, Inc. (a metal processing and consulting company), since 1999; Chairman, Ayrshire Precision Engineering (a precision machining company), since 1992; Chairman, Golner Precision Products, Inc. (a supplier of machine parts), from 2004 to 2008; Chief Executive Officer, General Automotive Manufacturing, LLC (an automotive parts manufacturing company), from 2001-2007. | 23 | None | |||||
Barbara J. Pope Age: 63 |
Independent Director | Since March 1999 | President of Barbara J. Pope, P.C. (a financial consulting firm), since 1992; President of Sedgwick Street Fund LLC (a private investment partnership), since 1996; formerly, Tax Partner, Price Waterhouse. | 23 | None |
Some of the independent directors, personally or through business relationships, have banking, investment management, custodial or borrowing relationships with BMO Harris Bank N.A., M&I Trust and other affiliates of the Adviser.
Officers
The officers of the Corporation are elected annually by the Board and hold the same position with all of the Funds of the Corporation. Each officer holds office for one year and until the election and qualification of his or her successor. The address of each officer is 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin 53202. Officers of the Corporation, together with information as to their principal business occupation during the past five years and certain other information, are shown in the following table as of November 30, 2011.
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PRINCIPAL OFFICERS
Name and Age |
Position(s)
|
Term of Office and
|
Principal
|
|||
Timothy M. Bonin Age: 38 |
Treasurer | Elected by the Board annually; since February 2006 | Vice President of the Adviser, since February 2006; Financial Services Audit Senior Manager, PricewaterhouseCoopers LLP, prior thereto. | |||
John D. Boritzke Age: 55 |
Vice President | Elected by the Board annually; since October 2001 | Senior Vice President of the Adviser and M&I Trust, since 2008; Vice President of the Adviser and M&I Trust, 1993-2008. | |||
Linda S. VanDenburgh Age: 54 |
Secretary | Elected by the Board annually; since August 2011 | Senior Counsel and Vice President of BMO Harris Bank N.A. (formerly Harris National Association), since 2010; Senior Counsel at Northern Trust, 2004-2010. | |||
Stephen R. Oliver Age: 60 |
Chief Compliance Officer and Anti-Money Laundering Compliance Officer | Elected by the Board annually, Chief Compliance Officer; since July 2008, and Anti-Money Laundering Officer; since January 2009 | Director and Vice President of M&I Distributors, LLC, since 2007; Vice President of M&I Trust and M&I Financial Advisors, Inc., since March 2006. |
Board of Directors
The primary responsibility of the Board is to provide oversight of the management of the Fund. The Board is responsible for managing the Funds business affairs. During the fiscal year ended August 31, 2011, the Board held eight meetings. The Board has established two standing committees, the Audit Committee and the Nominating and Governance Committee, to which it has delegated certain responsibilities. These Committees are comprised solely of independent directors.
The day-to-day operations of the Fund is managed by the Adviser with assistance from other service providers approved by the Board. The Board, directly and through its Committees, oversees the services provided by the Adviser and other Fund service providers. The Board does not have a chairperson. The President of the Corporation, or such other person designated by the Board, serves as the chair of the Board meetings. Counsel to the Fund and independent directors attends all Board meetings. The Board is structured to encourage equal participation by all members and to provide for and to promote open and candid communication between the Board and Adviser and the other service providers to assist the Board in fulfilling its oversight responsibilities. The Board believes that this structure is appropriate in recognition of the historical relationship between the Fund and the Adviser and its affiliates, the assets and number of the Fund overseen by the Board and the nature of the Funds investments.
As part of its general oversight responsibilities, the Board, directly and through its Committees, is involved in the risk oversight of the Fund. The Funds, the Adviser and other Fund service providers have adopted policies, procedures and controls to address the Funds operational, investment and compliance risks. The Board and its Committees meet regularly during the year to review, among other information related to the Funds operations, the contractual arrangements with the Adviser and other service providers for the Fund, the Funds performance and investment strategies and limitations and compliance and regulatory matters. The Board, directly and through its Committees, reviews information from the Adviser, other Fund service providers, the Funds independent registered public accounting firm and counsel to the Fund and independent directors to assist it in its oversight responsibilities. The Board reviews the Funds
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performance and meets with the Adviser and Sub-Adviser, as applicable, and the Funds portfolio managers. As part of its compliance oversight, the Board receives and reviews the annual report prepared by the Chief Compliance Officer (CCO) as required by Rule 38a-1 under the 1940 Act and quarterly reports regarding the operation of the compliance policies and procedures, including any material compliance issues that arose during the quarter for the Fund. The independent directors also meet quarterly with the CCO in executive session. In addition, any material changes to the Funds investment objective, strategies and restrictions must be approved by the Board.
The Audit Committee serves to provide an open avenue of communication among the Board, the Funds independent registered public accounting firm and the internal accounting staff serving the Fund. The Board has adopted a written charter of the Audit Committee pursuant to which the Audit Committee evaluates the independence of and approves the retention of the independent registered public accounting firm to audit the financial statements of the Fund, reviews the results of Fund audits and preapproves, or establishes preapproval policies and procedures concerning, all audit and non-audit services provided to the Fund. The Audit Committee monitors the accounting policies of the Fund, as well as the work of the independent registered public accounting firm. Messrs. Armel, Braunschweig, Cutler, Lubs and Mitchell and Ms. Pope (Chair) currently serve as members of the Audit Committee. During the fiscal year ended August 31, 2011, the Audit Committee held four meetings.
The Nominating and Governance Committee oversees the administration of the Corporations Governance Guidelines and Procedures. In addition, the Board has adopted a written charter of the Nominating and Governance Committee, pursuant to which the Nominating and Governance Committee evaluates and nominates, or recommends for nomination, candidates for the Board. The Nominating and Governance Committee may consider candidates for the Board submitted by shareholders if a vacancy were to exist. Shareholders who wish to recommend a nominee may do so by submitting the appropriate information about the candidate to the Corporations Secretary. Messrs. Armel (Chair), Braunschweig, Cutler, Lubs and Mitchell and Ms. Pope currently serve as members of the Nominating and Governance Committee. During the fiscal year ended August 31, 2011, the Nominating and Governance Committee held three meetings.
The Board has also established a Pricing Committee. The Pricing Committee meets as necessary and is comprised of members of the Adviser and UMB Fund Services, Inc. (UMBFS), the Funds sub-administrator. The Pricing Committee is responsible for monitoring the valuation of Fund securities and other investments as well as determining the fair value of securities for which market quotations are not readily available, after consideration of all relevant factors, in accordance with the pricing procedures adopted by the Board. Any determinations by the Pricing Committee are subsequently reported to and reviewed by the full Board.
Director Experience and Qualifications
Following is a brief discussion of the experiences and qualifications that led to the conclusion, as of the date of this SAI, that each current Board member should serve as a director of the Corporation. Generally, each directors professional, business and educational background, judgment, ability to work effectively with the other directors and commitment to act in the best interests of the Fund were considered in determining his or her qualifications to serve on the Board. With respect to each director, the Board considered, among other factors, the following experiences and qualifications:
The Board considered that Mr. Armel has served as a director since 2006, and that he serves as chair of the Nominating and Governance Committee. The Board also considered his professional and financial industry experience serving as an executive, counsel and director of various fund complexes. The Board considered the executive, regulatory, investment and operations experience that Mr. Armel gained over the course of his career and through his financial industry experience.
The Board considered that Mr. Blaser has served as a director and President of the Corporation since 1999 and Vice President of the Adviser and M&I Trust since 1998. The Board also considered his professional and financial industry experience serving as chief financial officer for various fund complexes. The Board considered the audit, executive, financial, investment and operations experience that Mr. Blaser gained over the course of his career and
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through his financial industry experience. The Board also considered that because of Mr. Blasers positions with the Adviser and M&I Trust, he is involved in the day-to-day management of the Adviser and the Corporation.
The Board considered that Mr. Braunschweig has served as a director of the Corporation since 2009. The Board considered his professional experience serving in various executive positions with CPL Industries, Inc. and his auditing experience. The Board also considered Mr. Braunschweigs experience serving as an executive and director of a private charitable foundation. The Board considered the audit, executive, financial and operations experience that Mr. Braunschweig gained over the course of his career.
The Board considered Ms. Costellos professional experience serving in various positions with BMO entities since 1983, including her most recent appointment as CEO of BMO Financial Corp. and U.S. Country Head. The Board also considered the executive, financial, and operations experience that Ms. Costello gained over the course of her career and through her financial industry experience. The Board also considered that because of Ms. Costellos positions with BMO, she is involved in the day-to-day management of the Advisers parent organization and has responsibility for overseeing the operational transitions following BMOs acquisition of Marshall & Ilsley Corporation.
The Board considered that Mr. Cutler has served as a director of the Corporation since 2004. The Board considered his professional experience serving in various executive positions with large health insurance companies, including most recently as Chairman, CEO and President of USHEALTH Group, Inc. The Board also considered the executive, financial, and operations experience that Mr. Cutler gained over the course of his career.
The Board considered that Mr. Lubs has served as a director of the Corporation since 2004. The Board considered his professional experience serving in various executive positions with Mason Companies, Inc. Mr. Lubs also serves as a trustee of Third Order of St. Francis Foundation and of North Bay Trading Co. The Board also considered the executive, financial and operations experience that Mr. Lubs gained over the course of his career.
The Board considered that Mr. Mitchell has served as a director of the Corporation since 1999. The Board considered his professional experience serving in various executive positions, including most recently as Chief Executive Officer of NOG, Inc. The Board also considered the executive, financial and operations experience that Mr. Mitchell gained over the course of his career.
The Board considered that Ms. Pope has served as a director of the Corporation since 1999, and that she serves as chair of the Audit Committee. The Board considered her professional experience serving as President of Barbara J. Pope, P.C. and President of Sedgwick Street Fund LLC, as well as her experience as a tax partner at an accounting firm. The Board also considered the executive, financial and investment experience that Ms. Pope gained over the course of her career.
References to the experience and qualifications of the directors of the Corporation are pursuant to requirements of the SEC, do not constitute holding out the Board or any director as having any special expertise and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.
B-36
Compensation of Directors
The Corporation pays each independent director an aggregate annual fee of $50,000 for the fiscal year ended August 31, 2011. The Corporation does not pay any fees to its interested directors or officers. Neither the Corporation nor the Fund maintains any deferred compensation, pension or retirement plans, and no pension or retirement benefits are accrued as Corporation or Fund expenses. The following table shows the fees paid to the directors by the Corporation for the fiscal year ended August 31, 2011.
Name |
Aggregate
Compensation from the Corporation (1) |
Total Compensation
from the Corporation and Fund Complex Paid to Directors (1) |
||||||
Larry D. Armel |
$ | 50,000 | $ | 50,000 | ||||
Ridge A. Braunschweig |
$ | 50,000 | $ | 50,000 | ||||
Benjamin M. Cutler |
$ | 50,000 | $ | 50,000 | ||||
John A. Lubs |
$ | 50,000 | $ | 50,000 | ||||
James Mitchell |
$ | 50,000 | $ | 50,000 | ||||
Barbara J. Pope |
$ | 50,000 | $ | 50,000 |
(1) | The BMO Funds Complex currently offers 23 Funds. Each Fund pays an equal portion of the total compensation received by each independent director. |
Board Ownership of Shares in the Fund and in the BMO Funds as of September 30, 2011.
Name of Director (1) |
Fund Name |
Dollar Range
of
Shares Owned in Fund* |
Aggregate Dollar
Range of Shares Owned in BMO Funds |
|||||||
Larry D. Armel Independent Director |
BMO Large-Cap Value Fund BMO Mid-Cap Value Fund BMO Prime Money Market Fund |
|
$50,001-$100,000
$50,001-$100,000 $1-$10,000 |
|
over $100,000 | |||||
John M. Blaser Interested Director |
BMO Aggregate Bond Fund BMO Intermediate Tax-Free Fund BMO Large-Cap Growth Fund BMO Large-Cap Value Fund BMO Mid-Cap Growth Fund BMO Mid-Cap Value Fund BMO Prime Money Market Fund BMO Short-Intermediate Bond Fund BMO Small Cap Growth Fund BMO Tax-Free Money Market Fund BMO Ultra Short Tax-Free Fund |
|
$10,001-$50,000
over $100,000 $10,001-$50,000 over $100,000 $10,001-$50,000 $50,001-$100,000 $10,001-$50,000 $10,001-$50,000 $50,001-$100,000 $50,001-$100,000 over $100,000 |
|
over $100,000 | |||||
Ridge A. Braunschweig Independent Director |
BMO Mid-Cap Value Fund BMO Prime Money Market Fund BMO Small Cap Growth Fund BMO Tax-Free Money Market Fund BMO Ultra Short Tax-Free Fund |
|
$50,001-$100,000
$10,001-$50,000 over $100,000 $10,001-$50,000 $50,001-$100,000 |
|
over $100,000 | |||||
Benjamin M. Cutler Independent Director |
BMO Prime Money Market Fund | over $100,000 | over $100,000 | |||||||
John A. Lubs Independent Director |
BMO Large-Cap Growth Fund BMO Large-Cap Value Fund BMO Mid-Cap Growth Fund BMO Mid-Cap Value Fund BMO Small-Cap Growth Fund |
|
$10,001-$50,000
$10,001-$50,000 $10,001-$50,000 $10,001-$50,000 $10,001-$50,000 |
|
over $100,000 |
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Name of Director(1) |
Fund Name |
Dollar Range
of
Shares Owned in Fund* |
Aggregate Dollar
Range of Shares Owned in BMO Family of Investment Companies |
|||||||
James Mitchell Independent Director |
BMO Lloyd George Emerging Markets Equity Fund BMO Mid-Cap Growth Fund BMO Mid-Cap Value Fund BMO Prime Money Market Fund BMO Small Cap Growth Fund BMO Tax-Free Money Market Fund BMO Ultra-Short Tax-Free Fund |
|
$50,001-$100,000
over $100,000 over $100,000 $50,001-$100,000 over $100,000 over $100,000 over $100,000 |
|
over $100,000 | |||||
Barbara J. Pope Independent Director |
BMO Large-Cap Growth Fund BMO Mid-Cap Growth Fund BMO Mid-Cap Value Fund BMO Prime Money Market Fund BMO Small Cap Growth Fund BMO Tax-Free Money Market Fund |
|
$50,001-$100,000
$50,001-$100,000 $10,001-$50,000 $10,001-$50,000 $10,001-$50,000 $1-$10,000 |
|
over $100,000 | |||||
Ellen M. Costello Interested Director (2) |
N/A | none | none |
(1) | Dollar range of shares owned in any Fund that is not identified in this table is None. |
(2) | Ms. Costello was elected to the Board effective September 1, 2011. |
INFORMATION ABOUT THE ADVISER AND SUB-ADVISERS
Adviser to the Fund
The Funds investment adviser is M&I Investment Management Corp., a Wisconsin corporation headquartered in Milwaukee, Wisconsin. The Adviser performs oversight of the Funds Sub-Adviser as described below. The Adviser provides investment management services for investment companies, financial institutions, individuals, corporations and not-for-profit organizations, and is registered as an investment adviser with the SEC. The Adviser shall not be liable to the Corporation, the Fund, or any shareholder of the Fund for any losses that may be sustained in the purchase, holding, or sale of any security, or for anything done or omitted by it, except acts or omissions involving willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties imposed upon it by its contract with the Corporation. Because of the internal controls maintained by the Advisers affiliates to restrict the flow of non-public information, Fund investments are typically made without any knowledge of the lending relationships that affiliates of the Adviser may have. The control persons of the Adviser are described in the Advisers Uniform Application for Investment Adviser Registration (Form ADV) as filed with the SEC.
As compensation for its advisory services under the investment advisory agreement with the Corporation, the Fund pays the Adviser, on a monthly basis, an annual management fee of 0.90% based on the percentage of the average daily net assets of the Fund (ADNA).
The Fund and the Adviser have implemented a fee reduction schedule for the investment advisory fees charged to the Fund. The advisory fees are subject to the breakpoints listed in the following table:
Advisory Fee (as % of each Funds ADNA) | ||||||||||||||||
Fund |
on the first
$500 million |
on the next
$200 million |
on the next
$100 million |
in excess of
$800 million |
||||||||||||
Lloyd George Emerging Markets Equity |
0.90 | 0.89 | 0.85 | 0.80 |
The Adviser has agreed to waive or reduce its investment advisory fee or reimburse expenses to the extent necessary to prevent class total annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Funds business) from exceeding the percentage of the average daily net assets of each class of the Fund (the Expense Limit), as set forth below. Acquired Fund Fees and Expenses are excluded from the Expense Limit for each Fund. The Adviser may not terminate this arrangement prior to July 6, 2013 unless the investment advisory agreement is terminated.
Expense Limit | ||||
Investor Class |
1.40 | % | ||
Institutional Class |
1.15 | % |
In addition, the Adviser may voluntarily waive any portion of its management fee for the Fund. Any such voluntary waivers by the Adviser may be terminated at any time in the Advisers sole discretion. Prior to December 29, 2011, the Adviser received an annual management fee of 1.00% of the ADNA of the Fund and limited the expenses of the Investor Class to 1.50% and the Institutional Class to 1.25%.
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For the fiscal periods ended August 31, 2011, 2010 and 2009, the Adviser was entitled to receive the management fees shown below. During those same periods, the Adviser and/or its affiliates voluntarily waived or reimbursed the amounts shown below.
Management Fee/Fees Waived and Expenses Reimbursed | ||||||||||||
For the Fiscal Year Ended August 31 | ||||||||||||
Fund |
2011 | 2010 | 2009 | |||||||||
Lloyd George Emerging Markets Equity (1) |
$ | 683,757/$249,671 | $ | 584,425/$297,122 | $ | 170,366/$216,810 |
(1) | The fees paid in 2009 are for the period from December 23, 2008, the date on which the Fund began operations, to August 31, 2009, the end of the Funds fiscal year. |
Sub-Adviser
It is the Advisers responsibility to select the sub-adviser for the Fund and to review the sub-advisers performance. Lloyd George became the sub-adviser to the Fund effective December 29, 2011; prior thereto, the Funds subadvisor was Trilogy Global Advisors, LLC. The Adviser provides investment management evaluation services by performing initial due diligence on the Sub-Adviser and thereafter by monitoring the Sub-Advisers performance through quantitative and qualitative analysis, as well as periodic in-person, telephonic and written consultations. In evaluating the Sub-Adviser, the Adviser considers, among other factors, their level of expertise; relative performance and consistency of performance over a minimum period of time; level of adherence to investment discipline or philosophy; personnel, facilities and financial strength; and quality of service and client communications. The Adviser has the responsibility for communicating performance expectations and evaluations to the Sub-Adviser and ultimately recommending to the Corporations Board whether their sub-advisory agreements should be renewed, modified or terminated. The Adviser provides written reports to the Board regarding the results of its evaluation and monitoring functions. The Adviser is also responsible for conducting all operations of the Fund, except those operations contracted to the Sub-Adviser, the custodian, the transfer agent and the administrator. Although the Sub-Advisers activities are subject to oversight by the Board and officers of the Corporation, neither the Board, the officers, nor the Adviser evaluates the investment merits of the Sub-Advisers individual security selections. The Sub-Adviser has complete discretion to purchase, manage and sell portfolio securities for their respective Funds, subject to the Funds investment objective, policies and limitations. The control persons of Lloyd George are described in the Lloyd Georges Form ADV as filed with the SEC.
For its services to the Fund, LGM(HK) receives a fee at the annual rate of forty percent (40%) of the gross advisory fee received by the Adviser from the Fund. LGM(HK) is paid by the Adviser.
Lloyd George is an investment advisory firm founded in 1991 that specializes in Asia Pacific and global emerging market equities and provides investment management services to pension funds, foundations, government organizations, high net worth individuals, hedge funds and other funds sponsored by its parent Lloyd George Management (B.V.I.) Limited (LGM). LGM(HK) is a wholly-owned subsidiary of LGM and an indirect wholly-owned subsidiary of BMO. As of October 31, 2011, Lloyd George had approximately $969 million in assets under management. LGM(HK)s address is Suite 3808, One Exchange Square Central, Hong Kong, Hong Kong.
Other Accounts Managed by Portfolio Managers of the Fund
As described in the Funds Prospectus, the portfolio managers listed below are responsible for the day-to-day management of the Fund. The portfolio managers are jointly responsible for the day-to-day management of the Fund. Unless noted otherwise, none of the mutual fund clients listed in the table pays a performance-based fee to the Adviser or Sub-Adviser.
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Other Accounts Managed by the Portfolio Managers As of November 30, 2011
Other Registered
Investment Companies Managed by Portfolio Manager |
Other Pooled Investment Vehicle
Managed by Portfolio Manager |
Other Accounts Managed by
Portfolio Manager |
||||||||||||||||||||||||||||||||||||||
Fund/Portfolio
|
Number |
Total
Assets ($) |
Number |
Total Assets
($) |
Number with
Performance- Based Fees |
Total Assets
of Pooled Investment Vehicles with Performance- Based Fees ($) |
Number |
Total
Assets ($) |
Number with
Performance- Based Fees |
Total Assets of
Accounts with Performance- Based Fees ($) |
||||||||||||||||||||||||||||||
Lloyd George Emerging Markets Equity |
||||||||||||||||||||||||||||||||||||||||
Robert Lloyd George |
| | 7 | 198 million | 7 | 198 million | 2 | 4 million | | | ||||||||||||||||||||||||||||||
Irina Hunter |
| | 1 | 53 million | 1 | 53 million | | | | |
B-40
Conflicts of Interest
A conflict of interest may arise as a result of a portfolio manager being responsible for multiple accounts, including the Fund, which may have different investment guidelines and objectives. In addition to the Fund, these accounts may include other mutual funds managed on an advisory or subadvisory basis, separate accounts and collective trust accounts. An investment opportunity may be suitable for the Fund as well as for any of the other managed accounts. However, the investment may not be available in sufficient quantity for all of the accounts to participate fully. In addition, there may be limited opportunity to sell an investment held by the Fund and the other accounts. The other accounts may have similar investment objectives or strategies as the Fund, they may track the same benchmarks or indexes as the Fund tracks, and they may sell securities that are eligible to be held, sold or purchased by the Fund. A portfolio manager may be responsible for accounts that have different advisory fee schedules, which may create the incentive for the portfolio manager to favor one account over another in terms of access to investment opportunities. A portfolio manager also may manage accounts whose investment objectives and policies differ from those of the Fund, which may cause the portfolio manager to effect trading in one account that may have an adverse effect on the value of the holdings within another account, including the Fund.
To address and manage these potential conflicts of interest, each of the Adviser and LGM(HK) has adopted compliance policies and procedures to allocate investment opportunities and to ensure that each of their clients is treated on a fair and equitable basis. Such policies and procedures include, but are not limited to, trade allocation and trade aggregation policies, cross trading policies, portfolio manager assignment practices and oversight by investment management and/or compliance departments.
Compensation of Portfolio Managers
Lloyd George
Compensation for LGM(HK)s portfolio managers consists of three components: (1) competitive base salary; (2) discretionary bonus; and (3) long-term incentive program (deferred stock units and/or stock options of BMO). Each portfolio managers discretionary bonus is based on the performance of his or her portfolios, as well as his or her contribution to the team as a whole and the overall financial success of the firm. The long-term incentive program is structured so that portfolio managers earn an allocation tied to the firms results. This program has a rolling vesting feature designed to provide continuity within the senior professional group.
Ownership of Fund Shares by Portfolio Managers
As of December 29, 2011, the portfolio managers did not own any shares of the Fund.
B-41
VOTING PROXIES ON FUND PORTFOLIO SECURITIES
The Board has delegated the authority to vote proxies relating to the securities held in the Funds portfolios to the Adviser and has authorized the Adviser to delegate its authority to vote proxies to the Sub-Adviser on behalf of the Fund.
Advisers Proxy Voting Policies and Procedures
Proxy Voting Policies
The Advisers general policy is to cast proxy votes in a manner that, in the best judgment of the Adviser, is in the best economic interests of the Advisers clients with respect to the potential economic return on the clients investments. Generally, this will mean voting for proposals that the Adviser believes will improve the management of a company; increase the rights or preferences of the voted securities; and/or increase the chance that a premium offer would be made for the company or for the voted securities.
The following examples illustrate how these general policies may apply to proposals submitted to a companys shareholders for vote. However, whether the Adviser supports or opposes a proposal will always depend on the specific circumstances described in the proxy statement and other available information.
On routine matters, generally the Adviser will vote in accordance with the recommendation of the issuers board of directors. Routine matters include, but are not limited to, proposals to approve independent auditors; election of directors in uncontested elections; increases in authorized common shares for stock dividends, stock splits or general issuance, unless proposed as an anti-takeover action; share repurchase programs that institute or renew open market share repurchase programs in which all shareholders may participate on equal terms; and compensation or salary levels for employees and/or directors that appear to be consistent with standard business practices, such as bonus plans, incentive plans, stock option plans, pension and retirement benefits, stock purchase plans, or thrift plans, except that the Adviser will require management to provide substantial justification for repricing of options in order to vote for such proposal.
On matters of corporate governance, generally the Adviser will vote for proposals to permit a simple majority of shareholders to approve acquisitions of a controlling interest of issuers; eliminate classified or staggered boards of directors; eliminate cumulative voting and preemptive rights; and proposals to opt-out of state takeover statutes. The Adviser will generally vote against the adoption of super-majority voting provisions that require greater than a two-thirds shareholder approval to change the corporate charter or bylaws or to approve mergers and acquisitions; fair price amendments that are linked to a super-majority provision and do not permit a takeover unless an arbitrary fair price is offered to all shareholders; proposals that would create different classes of stock with unequal voting rights, such as dual class exchange offers and dual class recapitalizations; and proposals that do not allow replacement of existing members of the board of directors.
On matters relating to corporate transactions, the Adviser will vote proxies relating to proposed mergers, capital reorganizations, and similar transactions in accordance with the general policy, based upon its analysis of the proposed transaction.
In addition, the Adviser will not vote if it determines that the consequences or costs outweigh the potential benefit of voting.
Proxy Voting Procedures
The Trust Investment Committee, comprised of the members of the Adviser and M&I Trust, has appointed a Proxy Officer who has the authority to vote proxies pursuant to the proxy voting policy. The Proxy Officer will direct proposals that he or she is unable to determine how to vote or where there has been a recommendation not to vote in accordance with a predetermined policy to the Proxy Voting Committee of M&I Trust. The Proxy Voting Committee may refer any matter that it is uncertain how to vote to the Trust Investment Committee for a final decision.
B-42
The Advisers proxy voting procedures permit the Proxy Voting Committee to develop and revise further procedures to assist the Adviser in the voting of proxies, which may include the use of a third party vendor for purposes of recommendations on particular shareholder votes being solicited or for the voting of proxies, or to override the directions provided in such guidelines, whenever necessary to comply with the proxy voting policies.
Conflicts of Interest
The Adviser addresses potential material conflicts of interest by having a predetermined voting policy. For those proposals that require case-by-case determinations, or in instances where special circumstances may require varying from the predetermined policy, the Proxy Officer will determine the vote in the best interests of the Advisers clients, without consideration of any benefit to the Adviser, its affiliates, its employees, its other clients, customers, service providers or any other party.
LGM(HK)s Proxy Voting Policies and Procedures
Unless a client specifies to the contrary in the clients agreement with LGM(HK), LGM(HK) is responsible for the proxy voting of stocks held in the clients account. LGM(HK) has adopted and implemented proxy voting policies and procedures that it believes to be reasonably designed to ensure that proxies are voted in the best interest of its clients, and in accordance with its fiduciary duties, with Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended and with ERISA guidelines.
LGM(HK) will normally vote proxies in accordance with these guidelines unless it determines that it is in the best economic interests of the clients to vote contrary to the guidelines. LGM(HK)s voting guidelines generally address issues related to boards of directors, auditors, inquiry-based compensation plans, and shareholder rights.
A conflict of interest may exist, for example, when an issuer who is soliciting proxy votes also has a client relationship with LGM(HK). When a conflict of interest arises, in order to ensure that proxies are voted solely in the best interest of the clients, LGM(HK) will vote in accordance with its written guidelines or seek the clients instructions before voting.
Proxy Voting Record
The Fund is required to disclose annually its proxy voting record for the most recent 12-month period ended June 30 and files it with the SEC by August 31. The Funds proxy voting record will be available at that time without charge, either upon request, by calling toll free, 1-800-236-FUND (3863), or by accessing the SECs website at http://www.sec.gov.
PORTFOLIO HOLDINGS DISCLOSURE POLICY
The Funds do not provide or permit others to provide information about the Funds portfolio holdings to any third party on a selective basis, except as permitted by the Corporations policy regarding disclosure of portfolio holdings (Disclosure Policy). This Disclosure Policy also applies to the Adviser, Sub-Adviser and M&I Trust. Pursuant to the Disclosure Policy, information about the Funds portfolio holdings may be disclosed as required by SEC regulations and in the following circumstances:
|
As required by SEC regulations, the Funds portfolio holdings are disclosed in publicly available filings with the SEC including Form N-CSR and Form N-Qs; |
|
Fund portfolio holdings may be disclosed in regulatory filings (including in Form N-CSRs and Form N-Qs); |
|
Fund portfolio holdings may be disclosed from time to time, to the Funds service providers, including the administrator, sub-administrator, custodians, fund accountant, transfer agent, independent accountant, legal counsel and financial printer, in connection with the fulfillment of their duties to the Fund and the Corporation; |
B-43
|
The Fund makes a complete list of its portfolio holdings publicly available on the Funds website, http://www.bmofundsus.com, approximately thirty days after the end of each month; and |
|
The Funds portfolio holdings as of each month end are disclosed to certain approved institutional databases and rating agencies that rate the Fund. |
The Corporation is prohibited from entering into any other arrangements to disclose information regarding the Funds portfolio securities prior to public availability without prior approval of the Board. Third parties who receive portfolio holdings information are subject to restrictions by contract or by law that prohibit the disclosure or misuse of the holdings information to ensure that the information remains confidential. No compensation or other consideration may be received by the Fund, the Adviser, Sub-Adviser or M&I Trust in connection with the disclosure of portfolio holdings in accordance with this policy. The Funds Chief Compliance Officer monitors compliance with the Disclosure Policy and reports any violations to the Board.
The Board will review any disclosures of Fund portfolio holdings outside of the permitted disclosures described above on a quarterly basis to ensure that disclosure of information about portfolio holdings is in the best interest of Fund shareholders and to address any conflicts between the interests of Fund shareholders and those of the Adviser or any other Fund affiliate.
As used in this section, the term Adviser means Adviser or Sub-Adviser, as applicable.
The Adviser is responsible for decisions to buy and sell securities for the Fund and for the placement of the Funds securities business, the negotiation of the charges to be paid on such transactions, and the allocation of portfolio brokerage and principal business. Trades may be done with brokers, dealers and, on occasion, issuers. Remuneration for trades may include commissions, commission-equivalent charges, dealer spreads, mark-ups and mark-downs.
In executing transactions on behalf of the Fund, the Adviser has no obligation to deal with any particular broker or dealer. Rather, the Adviser seeks to obtain the best qualitative execution. The best net price is an important factor, but the Adviser also considers the full range and quality of a brokers services, as described below. Recognizing the value of the range of services, the Fund may not pay the lowest commission or spread available on any particular transaction.
Section 28(e) of the Securities Exchange Act of 1934, as amended, permits an investment adviser, under certain circumstances, to cause an account to pay a broker who supplies brokerage and research services a commission or commission-equivalent charge for effecting a transaction in excess of the amount of commission another broker would have charged for effecting the transaction. Brokerage and research services include:
|
furnishing advice as to the value of securities, the advisability of investing, purchasing, or selling securities, and the availability of securities or purchasers or sellers of securities; |
|
furnishing analyses and reports concerning issuers, industries, sectors, securities, economic factors and trends, portfolio strategy and the performance of accounts; and |
|
effecting securities transactions and performing functions incidental thereto (such as clearance, settlement and custody). |
In selecting brokers, the Adviser considers quality of investment research and brokerage services; communication of such information; trade execution pricing, capability and efficiency; and the appropriateness of the commission rate. Investment research services utilized by the Adviser include economic forecasts, industry analysis, individual company or
B-44
issuer analysis and opinion, and investment strategy. In ensuring that the commission to be paid is fair compensation for the nature of the trade and the quality of the execution provided by the broker/dealer, the Adviser considers the commission rates paid by investment institutions of similar size. While the Adviser negotiates similar commission rates with all brokers and dealers, if the Adviser believes favorable prices and efficient execution is available from more than one broker or dealer, the Adviser may give consideration to placing trades with those brokers or dealers who furnish investment research and other brokerage services.
The Adviser places portfolio transactions for other advisory accounts in addition to the Fund. Research services furnished by firms through which the Fund effects its securities transactions may be used by the Adviser in servicing all of their accounts; that is, not all of such services may be used by the Adviser in connection with the Fund. The Adviser believes it is not possible to measure separately the benefits from research services received by each of the accounts (including all of the BMO Funds) managed by them. Because the volume and nature of the trading activities of the accounts are not uniform, the amount of commissions in excess of those charged by another broker (if any) paid by each account for brokerage and research services will vary. The Adviser believes any such costs to the Fund, however, will not be disproportionate to the benefits received by the Fund on a continuing basis and, to the extent that receipt of these services may supplant services for which the Adviser might otherwise have paid, it would tend to reduce their expenses.
The following table shows aggregate total commissions paid by the Fund to brokers that provide brokerage and research services to the Adviser and/or Sub-Adviser and the aggregate principal value of the transactions for the fiscal year ended August 31, 2011.
Fund |
Brokerage Commissions
Paid to Brokers Who Provide Brokerage and Research Services |
Principal Value of
Transactions |
||||||
Lloyd George Emerging Markets Equity |
$ | 15,911 | $ | 23,025,500 |
The Adviser generally seeks to allocate portfolio transactions equitably whenever concurrent decisions are made to purchase or sell securities by the Fund, the other BMO Funds and other advisory accounts. There can be no assurance that a particular purchase or sale opportunity will be allocated to the Fund. In making allocations between the Fund and other BMO Funds, and between the Fund and other advisory accounts, certain factors considered by the Adviser are the respective investment objectives, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment, and the size of investment commitments generally held.
For the fiscal years ended August 31, 2011, 2010 and 2009, the Fund paid the following brokerage commissions.
For the fiscal year ended August 31 | ||||||||||||
Fund |
2011 | 2010 | 2009 | |||||||||
Lloyd George Emerging Markets Equity |
$ | 97,912 | $ | 71,732 | $ | 75,484 | * |
* | Amounts for Lloyd George Emerging Markets Equity are for the period from December 23, 2008, the date on which the Fund commenced operations, to August 31, 2009, the end of the Funds fiscal year. |
B-45
During the fiscal year ended August 31, 2011, the Fund did not acquire securities of its regular brokers or dealers (as defined in Rule 10b-1 under the 1940 Act).
Code of Ethics Restrictions on Personal Trading
As required by SEC rules, the Fund, the Adviser, LGM(HK) and the Distributor have adopted codes of ethics. These codes govern securities trading activities of investment personnel, Fund directors and certain other employees (Access Persons). Although the codes permit Access Persons to trade in securities, including those that the Fund could buy, they also contain significant safeguards designed to protect the Fund and its shareholders from abuses in this area, such as requirements to obtain prior approval for, and to report, particular transactions.
Administrator
M&I Trust is the administrator of the Fund. M&I Trust is entitled to receive fees from the Fund at the following annual rates as a percentage of the Funds ADNA:
Fee |
Funds ADNA |
|
0.0925% |
on the first $250 million | |
0.0850% |
on the next $250 million | |
0.0800% |
on the next $200 million | |
0.0400% |
on the next $100 million | |
0.0200% |
on the next $200 million | |
0.0100% |
on ADNA in excess of $1.0 billion |
For the fiscal periods ended August 31, 2011, 2010 and 2009, the administrator was paid (net of waivers) the following fees.
For the fiscal year ended August 31 | ||||||||||||
Fund |
2011 | 2010 | 2009 | |||||||||
Lloyd George Emerging Markets Equity (1) |
$ | 63,247 | $ | 54,059 | $ | 15,759 |
(1) | The fees paid for fiscal 2009 by the Fund are for the period from December 23, 2008, the date on which the Fund began operations, to August 31, 2009, the end of the Funds fiscal year. |
The administrator may choose voluntarily to reimburse a portion of its fee at any time.
The functions performed by the administrator include, but are not limited, to the following:
|
preparation, filing and maintenance of the Corporations governing documents, minutes of Board meetings and shareholder meetings; |
|
preparation and filing with the SEC and state regulatory authorities, the Corporations registration statement and all amendments, and any other documents required for the Fund to make a continuous offering of its shares; |
|
preparation, negotiation and administration of contracts on behalf of the Fund; |
|
supervision of the preparation of financial reports; |
|
preparation and filing of federal and state tax returns; |
B-46
|
assistance with the design, development and operation of the Fund; and |
|
provision of advice to the Fund and the Board. |
Sub-Administrator
UMBFS is the Funds sub-administrator pursuant to the Sub-Administration Agreement with the administrator. Under the Sub-Administration Agreement, the functions performed by UMBFS include and relate to, but are not limited to, the following:
|
review and filing with the SEC and state regulatory authorities of the Corporations registration statement and all amendments, and any other documents required for the Fund to make a continuous offering of its shares; |
|
drafting and reviewing of the Funds annual and semi-annual reports; |
|
various services relating to the shareholder and Board meetings, such as preparing and obtaining executed authorized signatures, attendance at Board meetings and drafting of proxy materials; |
|
obtaining CUSIPs, NASDAQ symbols, and IRS tax identification numbers; |
|
coordination and facilitation of external audits by the Corporations independent auditors and regulatory examinations of the Corporation; |
|
follow-up on any issues surrounding reporting of performance for the Fund; and |
|
preparation of the Corporations tax returns. |
For its services, UMBFS is entitled to receive from the administrator with respect to the Fund, in addition to a monthly multi-class fee of $200 per class and out-of-pocket expenses, fees at the following annual rates as a percentage of the Funds ADNA:
ADNA |
Fee (International Funds) | |||
Up to $200 million |
0.0300 | % | ||
Next $200 million |
0.0250 | |||
Next $200 million |
0.0200 | |||
Next $200 million |
0.0175 | |||
Next $200 million |
0.0150 | |||
Next $200 million |
0.0125 | |||
Over $1.2 billion |
0.0100 |
For the fiscal periods ended August 31, 2011, 2010 and 2009, the administrator paid UMBFS $25,315, $22,333 and $5,922, respectively, under the Sub-Administration Agreement with respect to the Fund.
Securities Lending
The Fund may pay a portion of the net revenue earned on securities lending activities to M&I Trust for its services as a securities lending agent. For the fiscal year ended August 31, 2011, the Fund did not pay any fees.
B-47
Payments to Financial Intermediaries
The Adviser, M&I Trust, M&I Financial Advisors, MID and/or their affiliates may pay compensation, out of their own assets and not as an additional charge to the Fund, to financial intermediaries, including their affiliates, for services provided to clients who hold Fund shares, for introducing new shareholders to the Fund and for other services. These payments may vary in amount and generally range from 0.05% to 0.40%.
The Adviser, M&I Trust, M&I Financial Advisors, MID and/or their affiliates currently anticipate that such payments may be made to the following financial intermediaries.
Financial Intermediaries |
||
American United Life Insurance Co. |
Morgan Stanley Dean Witter & Co. | |
Ameritrade Inc. |
National Financial Services | |
AXA Advisors |
Netstock Investment Corporation | |
BB&T Investment Services Inc. |
Northwestern Mutual Investment | |
Bear Stearns Securities Corp. |
P.J. Robb Variable Corp. | |
Charles Schwab & Co. Inc. |
Penson Financial Services Inc. | |
Citigroup Global Markets Inc. |
Pershing, LLC | |
DA Davidson & Company |
PNC Capital Markets | |
Eagle One Investments LLC |
Prudential Investment | |
Edward D. Jones & Co. |
Prudential Retirement | |
ETrade Clearing LLC |
RBC Dain Rauscher Inc. | |
First Clearing Corporation LLC |
Reliance Trust Company | |
FTC & Co. |
Robert W. Baird | |
GWFS Equities Inc. |
Securian Financial Services Inc. | |
HC Denison Company |
Securities America Inc. | |
Hartford Life Insurance Co. |
Sterne Agee & Leach Inc. | |
JP Morgan Securities Inc. |
Stifel Nicolaus & Company Inc. | |
LaSalle Bank |
Trust Company of America | |
Legent Clearing |
US Bancorp Investments Inc. | |
Linsco Private Ledger |
UBS Financial Services Inc. | |
Matrix Settlement & Clearance Services |
USAA Investment Management Co. | |
Mesirow Financial Inc. |
Vanguard Brokerage Services | |
MG Trust Company LLC |
Vanguard Fiduciary Trust Company | |
Mid Atlantic Capital Corp. |
Wells Fargo Bank NA Mutual Funds | |
Money Concepts Capital Corp. |
Transfer Agent and Dividend Disbursing Agent
Boston Financial Data Services, Inc., 2000 Crown Colony Drive, Quincy, Massachusetts, maintains all necessary shareholder records. For its services, the transfer agent receives a fee based on the size, type and number of accounts and transactions made by shareholders. The fee is based on the level of the Funds average net assets for the period plus out-of-pocket expenses.
The Fund may pay amounts to third parties, such as banks, broker-dealers or affiliated entities, including M&I Trust, that provide recordkeeping services, shareholder servicing and/or other administrative services to the Fund.
Fund Accountant
State Street Bank & Trust Company, 200 Clarendon Street, Boston, Massachusetts, provides fund accounting services to the Fund.
B-48
For its services, State Street Bank & Trust Company receives a fee based on net assets of the Fund.
Custodian
State Street Bank & Trust Company, 200 Clarendon Street, Boston, Massachusetts, is the custodian for the securities and cash of the Fund.
Independent Registered Public Accounting Firm
The independent registered public accounting firm for the Fund, KPMG LLP, 777 East Wisconsin Avenue, Milwaukee, WI 53202, conducts its audits in accordance with the standards of the Public Company Accounting Oversight Board (United States), which require it to plan and perform its audits to provide reasonable assurance about whether the Funds financial statements and financial highlights are free of material misstatements.
From time to time, the total return of the Investor Class and/or Institutional Class shares of the Fund may be quoted in advertisements, shareholder reports or other communications to shareholders. Performance information is generally available by calling the Fund (toll free)
The audited financial statements as of and for the year ended August 31, 2011 are incorporated herein by reference from the Funds Annual Report dated August 31, 2011 (for the fiscal year ended August 31, 2011) (File Nos. 33-48907 and 811-58433). A copy of the Annual Report for the Fund may be obtained without charge by contacting BIS at the address located on the back cover of the SAI or by calling BIS at 1-414-287-8555 or 1-800-236-FUND (3863).
B-49
The Funds :
111 East Kilbourn Avenue, Suite 200
Milwaukee, Wisconsin 53202
P.O. Box 1348 Milwaukee,
Wisconsin 53201-1348
Distributor :
M&I Distributors, LLC
111 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
Adviser :
M&I Investment Management Corp.
111 East Kilbourn Avenue, Suite 200
Milwaukee, Wisconsin 53202
Sub-Adviser:
Lloyd George Management (Hong Kong) Limited
Suite 3808
One Exchange Square Central
Hong Kong, Hong Kong
Administrator
Marshall & Ilsley Trust Company N.A.
111 East Kilbourn Avenue, Suite 200
Milwaukee, Wisconsin 53202
Custodian:
State Street Bank & Trust Company
200 Clarendon Street
Boston, Massachusetts 02116
Transfer Agent and Dividend Disbursing Agent :
Boston Financial Data Services, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02171
Shareholder Servicing Agent :
BMO Investor Services, a division of
Marshall & Ilsley Trust Company N.A.
P.O. Box 1348
Milwaukee, Wisconsin 53201-1348
App. A-1
Legal Counsel :
Vedder Price P.C.
222 North LaSalle Street
Chicago, Illinois 60601
Independent Registered Public Accounting Firm :
KPMG LLP
777 East Wisconsin Avenue
Milwaukee, WI 53202
App. A-2
MARSHALL FUNDS, INC.
PART C
OTHER INFORMATION
Item 28. Exhibits.
(a)(1) | Articles of Incorporation dated July 30, 1992 4 | |
(a)(2) | Amendment No. 1 to Articles of Incorporation dated August 11, 1992 4 | |
(a)(3) | Amendment No. 2 to Articles of Incorporation dated September 14, 1992 4 | |
(a)(4) | Amendment No. 3 to Articles of Incorporation dated April 23, 1993 4 | |
(a)(5) | Amendment No. 4 to Articles of Incorporation dated November 1, 1993 2 | |
(a)(6) | Amendment No. 5 to Articles of Incorporation dated July 25, 1994 4 | |
(a)(7) | Amendment No. 6 to Articles of Incorporation dated October 24, 1994 6 | |
(a)(8) | Amendment No. 7 to Articles of Incorporation dated July 22, 1996 7 | |
(a)(9) | Amendment No. 8 to Articles of Incorporation dated April 28, 1997 8 | |
(a)(10) | Amendment No. 9 to Articles of Incorporation dated October 26, 1998 9 | |
(a)(11) | Amendment No. 10 to Articles of Incorporation dated June 7, 1999 10 | |
(a)(12) | Amendment No. 11 to Articles of Incorporation dated January 31, 2000 11 | |
(a)(13) | Amendment No. 12 to Articles of Incorporation dated July 10, 2000 12 | |
(a)(14) | Amendment No. 13 to Articles of Incorporation dated February 26, 2004 15 | |
(a)(15) | Amendment No. 14 to Articles of Incorporation dated July 30, 2004 15 | |
(a)(16) | Amendment No. 15 to Articles of Incorporation dated June 21, 2005 17 | |
(a)(17) | Amendment No. 16 to Articles of Incorporation dated October 26, 2005 17 | |
(a)(18) | Amendment No. 17 to Articles of Incorporation dated May 7, 2007 19 | |
(a)(19) | Amendment No. 18 to Articles of Incorporation dated January 29, 2008 21 | |
(a)(20) | Amendment No. 19 to Articles of Incorporation dated December 11, 2008 23 | |
(a)(21) | Amendment No. 20 to Articles of Incorporation dated July 15, 2009 24 | |
(a)(22) | Amendment No. 21 to Articles of Incorporation dated May 11, 2010 26 | |
(a)(23) | Amendment No. 22 to Articles of Incorporation dated November 30, 2010 27 | |
(a)(24) | Amendment No. 23 to Articles of Incorporation dated February 3, 2011 28 | |
(a)(25) | Amendment No. 24 to Articles of Incorporation # | |
(a)(26) | Form of Amendment to Articles of Incorporation # |
C-1
(b) | By-Laws As Amended and Restated through July 8, 2009 24 | |
(c) |
Instruments Defining Rights of Security Holders Incorporated by reference to the Articles of Incorporation and By-Laws |
|
(d)(1) | Form of Investment Advisory Contract with M&I Investment Management Corp. 29 | |
(d)(2) | Form of Amended and Restated Schedules A and B to Investment Advisory Contract # | |
(d)(3) | Form of Sub-Advisory Agreement with Acadian Asset Management for International Stock Fund 33 | |
(d)(4) | Form of Sub-Advisory Agreement with Trilogy Global Advisors, LLC for International Stock Fund 33 | |
(d)(5) | Form of Sub-Advisory Agreement with Trilogy Global Advisors, LLC for Emerging Markets Equity Fund 33 | |
(d)(6) | Form of Sub-Advisory Agreement with Taplin, Canida & Habacht, LLC for Corporate Income Fund and Core Plus Bond Fund 30 | |
(d)(7) | Form of Sub-Advisory Agreement with Lloyd George for Emerging Markets Equity Fund # | |
(e)(1) | Distribution Agreement with M&I Distributors, LLC dated July 5, 2011 31 | |
(f) | Bonus or Profit Sharing ContractsNone | |
(g)(1) | Custodian Contract with Marshall & Ilsley Trust Company dated April 26, 1993 3 | |
(g)(2) | Amendment to Custodian Contract dated November 1, 1995 17 | |
(g)(3) | Amendment to Custodian Contract dated November 1, 2000 17 | |
(g)(4) | Amendment to Custodian Contract dated June 22, 2001 13 | |
(g)(5) | Custodian Agreement with State Street Bank and Trust Company (formerly Investors Bank & Trust Company) for Marshall International Stock Fund dated September 1, 2004 15 | |
(h)(1) | Administrative Services Agreement with M&I Trust Company dated January 1, 2000 and Amendment No. 1 to Administrative Services Agreement dated September 15, 2000 14 | |
(h)(2) | Amendment to Administrative Services Agreement dated June 22, 2001 13 | |
(h)(3) | Amendment to Administrative Services Agreement dated November 1, 2007 20 | |
(h)(4) | Amendment to Administrative Services Agreement dated July 1, 2008 22 | |
(h)(5) | Sub-Administration Agreement with UMB Fund Services, Inc. dated September 1, 2004 15 | |
(h)(6) | Shareholder Services Agreement dated July 5, 2011 31 | |
(h)(7) | Transfer Agency, Sub-Transfer Agency and Service Agreement dated September 1, 2006 18 | |
(h)(8) | Fund Accounting Agreement with UMB Fund Services, Inc. dated September 1, 2004 15 | |
(h)(9) | Fund Accounting Agreement with State Street Bank and Trust Company (formerly Investors Bank & Trust Company) for Marshall International Stock Fund dated September 1, 2004 15 | |
(h)(10) | Amendment to Fund Accounting Agreement with State Street Bank & Trust Company dated December 1, 2008 23 |
C-2
(h)(11) | Form of Expense Limitation Agreement # | |
(i)(1) | Opinion and Consent 1 | |
(i)(2) | Opinion and Consent of Godfrey & Kahn, S.C. dated May 31, 2007 19 | |
(i)(3) | Opinion and Consent of Godfrey & Kahn, S.C. dated January 29, 2008 21 | |
(i)(4) | Opinion and Consent of Godfrey & Kahn, S.C. dated December 15, 2008 23 | |
(i)(5) | Opinion and Consent of Godfrey & Kahn, S.C. dated September 29, 2009 25 | |
(i)(6) | Opinion and Consent of Godfrey & Kahn, S.C. dated August 30, 2010 26 | |
(i)(7) | Opinion and Consent of Godfrey & Kahn, S.C. dated February 28, 2011 28 | |
(j) | Consent of Independent Registered Public Accounting Firm # | |
(k) | Omitted Financial StatementsNone | |
(l) | Initial Capital Understanding 5 | |
(m)(1) | Amended and Restated Rule 12b-1 Plan dated September 2, 2008 22 | |
(m)(2) | Form of Sales and Services Agreement 22 | |
(m)(3) | Form of Sales and Services Agreement, As Amended 26 | |
(n) | Multiple Class Plan, Amended February 22, 2011 28 | |
(o) | Reserved | |
(p)(1) | Marshall Funds and M&I Investment Management Corp. Code of Ethics dated August 1, 2008 23 | |
(p)(2) | Trilogy Global Advisors, LLC Code of Ethics and Insider Trading Policy Statement dated December 2007 23 | |
(p)(3) | Acadian Asset Management Code of Ethics dated January 2008 23 | |
(p)(4) | Taplin, Canida & Habacht, LLC Code of Ethics 23 | |
(p)(5) | M&I Distributors, LLC Code of Ethics dated January 1, 2008 22 | |
(p)(6) | Lloyd George Management (Hong Kong) Limited Code of Ethics # |
1 |
Exhibit to PEA No. 5 filed April 23, 1993.* |
2 |
Exhibit to PEA No. 8 filed December 28, 1993.* |
3 |
Exhibit to PEA No. 10 filed July 1, 1994.* |
4 |
Exhibit to PEA No. 11 filed October 21, 1994.* |
5 |
Exhibit to PEA No. 14 filed December 26, 1995.* |
6 |
Exhibit to PEA No. 15 filed June 17, 1996.* |
7 |
Exhibit to PEA No. 17 filed August 30, 1996.* |
8 |
Exhibit to PEA No. 22 filed October 21, 1998.* |
9 |
Exhibit to PEA No. 27 filed August 27, 1999.* |
10 |
Exhibit to PEA No. 29 filed October 29, 1999.* |
11 |
Exhibit to PEA No. 31 filed March 1, 2000.* |
12 |
Exhibit to PEA No. 33 filed October 30, 2000.* |
13 |
Exhibit to PEA No. 34 filed October 29, 2001.* |
14 |
Exhibit to PEA No. 37 filed October 30, 2003.* |
C-3
15 |
Exhibit to PEA No. 42 filed December 30, 2004.* |
16 |
Appendix to Definitive Proxy Statement filed July 13, 2005. |
17 |
Exhibit to PEA No. 46 filed October 31, 2005.* |
18 |
Exhibit to PEA No. 47 filed October 31, 2006.* |
19 |
Exhibit to PEA No. 49 filed June 1, 2007.* |
20 |
Exhibit to PEA No. 51 filed November 30, 2007.* |
21 |
Exhibit to PEA No. 52 filed January 29, 2008.* |
22 |
Exhibit to PEA No. 53 filed September 16, 2008.* |
23 |
Exhibit to PEA No. 55 filed December 15, 2008.* |
24 |
Exhibit to PEA No. 56 filed July 16, 2009.* |
25 |
Exhibit to PEA No. 58 filed September 30, 2009.* |
26 |
Exhibit to PEA No. 64 filed August 30, 2010.* |
27 |
Exhibit to PEA No. 66 filed December 15, 2010.* |
28 |
Exhibit to PEA No. 70 filed February 28, 2011.* |
29 |
Appendix B to Definitive Proxy Statement on Schedule 14A filed August 24, 2011.* |
30 |
Appendix C to Definitive Proxy Statement on Schedule 14A filed August 24, 2011.* |
31 |
Exhibit to PEA No. 72 filed October 14, 2011.* |
32 |
To be filed by amendment. |
33 |
Exhibit to PEA No. 73 filed October 28, 2011 |
* | Incorporated by reference. |
# |
Filed herewith |
Item 29. | Persons Controlled by or Under Common Control with Registrant. |
The information in the Statement of Additional Information captions Account and Share Information Control Persons and Principal Shareholders and Directors and Officers Adviser to the Fund is incorporated by reference.
Item 30. | Indemnification. |
Reference is made to Article IX of the Registrants By-Laws and Section 4 of the Distribution Agreement between the Registrant and M&I Distributors, LLC.
The Registrants By-Laws provide for indemnification of its officers and directors to the fullest extent permitted by Wisconsin Business Corporation Law and applicable federal and state securities laws. Notwithstanding the foregoing, the By-Laws state that this indemnification will not protect any officer or director against liability to the Registrant or any shareholder by reason of his/her willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such officers or directors office.
The Distribution Agreement between the Registrant and the Distributor provides that the Registrant will indemnify the Distributor and any of its officers, directors, employees and control persons against certain losses incurred under the securities laws or otherwise, arising out of or based upon any alleged untrue statement or omission of a material fact contained in the Registrants SEC filings or other documents and in certain other circumstances.
The Registrants directors and officers are insured under a policy of insurance maintained by the Registrant against certain liabilities that might be imposed as a result of actions, suit or proceedings to which they are parties by reason of being or having been such directors or officers.
Item 31. | Business and Other Connections of the Investment Adviser. |
M&I Investment Management Corp. (the Adviser) serves as the investment adviser for the Registrant. The Adviser is a registered investment adviser and wholly-owned subsidiary of BMO Financial Corp., a financial services company headquartered in Chicago, Illinois, and an indirect wholly-
C-4
owned subsidiary of the Bank of Montreal, a Canadian bank holding company. The business and other connections of the Adviser, as well as the names and titles of the executive officers and directors of the Adviser, are further described in the Advisers Uniform Application for Investment Adviser Registration (Form ADV) as filed with the SEC.
Lloyd George Management (Hong Kong) Limited (LGM(HK)) serves as a sub-adviser with respect to the Registrants Emerging Markets Equity Fund. LGM(HK) is a registered investment adviser. The business and other connections of LGM(HK), as well as the names and titles of the executive officers and directors of LGM(HK), are further described in LGM(HK)s Form ADV as filed with the SEC.
To the best of Registrants knowledge, none of the Advisers directors or executive officers is or has been engaged in any other business, profession, vocation or employment of a substantial nature for the past two fiscal years, except as noted in the Directors and Officers section of the Registrants Statement of Additional Information, which is incorporated herein by reference.
Item 32. | Principal Underwriters. |
(a) | None. |
(b) | To the best of Registrants knowledge, the executive officers of M&I Distributors, LLC are as follows: |
Name and Principal Business Address* |
Positions and Offices with M&I Distributors, LLC |
Positions and Offices with Registrant |
||
William J. Crain, Jr. | Director, Senior Vice President and Chief Financial Officer | None | ||
William K. Curtis | Director, Senior Vice President and Chief Operating Officer | None | ||
Kenneth C. Krei |
Director, Chairman |
None |
||
James F. Duca II | Director, President, CEO and Managing Member | None |
* | The address of each of the foregoing is 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin 53202. |
(c) | Not applicable. |
C-5
Item 33. | Location of Accounts and Records. |
The books and records required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules under that section are maintained in the following locations:
Records Relating to: |
Are located at: |
|
Registrants Transfer Agent and Dividend Disbursing Agent |
Boston Financial Data Services Inc. 2000 Crown Colony Drive Quincy, MA 02171 |
|
Registrants Administrator and Sub-Transfer Agent |
Marshall & Ilsley Trust Company N.A. 111 East Kilbourn Avenue, Suite 200 Milwaukee, WI 53202 |
|
Registrants Sub-Administrator |
UMB Fund Services, Inc. 803 West Michigan Street Milwaukee, WI 53233 |
|
Registrants Investment Adviser |
M&I Investment Management Corp. 111 East Kilbourn Avenue, Suite 200 Milwaukee, WI 53202 |
|
Registrants Sub-Adviser to BMO Lloyd George Emerging Markets Equity Fund |
Lloyd George Management (Hong Kong) Limited Suite 3808 One Exchange Square Central Hong Kong, Hong Kong |
|
Registrants Custodian and Portfolio Accounting Services Agent |
State Street Bank & Trust Company 200 Clarendon Street P.O. Box 9130 Boston, MA 02116 |
|
Registrants Distributor |
M&I Distributors, LLC 111 East Kilbourn Avenue, Suite 200 Milwaukee, WI 53202 |
Item 34. | Management Services. |
None.
Item 35. | Undertakings. |
Not applicable.
C-6
EXHIBIT INDEX
(a)(25) | Amendment No. 24 to Articles of Incorporation # | |
(a)(26) | Form of Amendment to Articles of Incorporation | |
(d)(2) | Form of Amended and Restated Schedule A and B to Investment Advisory Contract | |
(d)(7) | Form of Sub-Advisory Agreement with Lloyd George Management (Hong Kong) Ltd. for Emerging Markets Equity Fund | |
(h)(11) | Form of Expense Limitation Agreement | |
(j) | Consent of Independent Registered Public Accounting Firm | |
(p)(6) | Lloyd George Management (Hong Kong) Ltd. Code of Ethics |
C-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Post-Effective Amendment No. 75 to the Registration Statement on Form N-1A to be signed on its behalf by the undersigned, duly authorized, in the City of Milwaukee and the State of Wisconsin on the 22nd day of December, 2011.
MARSHALL FUNDS, INC. | ||
(Registrant) | ||
By: |
/s/ John M. Blaser |
|
John M. Blaser | ||
President |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 75 to the Registration Statement on Form N-1A has been signed below on December 22, 2011 by the following persons in the capacities indicated.
*By: |
/s/ John M. Blaser |
|
John M. Blaser |
Attorney in fact pursuant to Power of Attorney filed with Post-Effective Amendment No. 59 to the Registration Statement on Form N-1A
**By: |
/s/ John M. Blaser |
|
John M. Blaser |
Attorney in fact pursuant to Power of Attorney filed with Post-Effective Amendment No. 72 to the Registration Statement on Form N-1A
C-8
MARSHALL FUNDS, INC.
AMENDMENT NO. 24
TO
ARTICLES OF INCORPORATION
The undersigned officer of Marshall Funds, Inc. (the Corporation) hereby certifies that in accordance with Section 180.1002 of the Wisconsin Statutes, the following Amendment was duly adopted to redesignate and to convert the existing Series A shares of the Marshall Prime Money Market Fund into Series Y shares of the same Fund.
This Amendment shall be effective at 11:59 p.m. on December 19, 2011.
Section (a) of Article IV is hereby amended by deleted section (a) thereof and inserting the following as a new paragraph:
(a) The Corporation is authorized to issue an indefinite number of shares of common stock, par value $.0001 per share. Subject to the following paragraph, the authorized shares are classified as follows:
CLASS |
SERIES |
AUTHORIZED NUMBER
|
||
Investor Class |
||||
Marshall Large-Cap Value Fund |
Series Y | Indefinite | ||
Marshall Government Income Fund |
Series Y | Indefinite | ||
Marshall Short-Intermediate Bond Fund |
Series Y | Indefinite | ||
Marshall Mid-Cap Growth Fund |
Series Y | Indefinite | ||
Marshall Prime Money Market Fund |
Series Y | Indefinite | ||
Marshall Government Money Market Fund |
Series Y | Indefinite | ||
Marshall Short-Term Income Fund |
Series Y | Indefinite | ||
Marshall Large-Cap Growth Fund |
Series Y | Indefinite | ||
Marshall Mid-Cap Value Fund |
Series Y | Indefinite | ||
Marshall Intermediate Tax-Free Fund |
Series Y | Indefinite | ||
Marshall International Stock Fund |
Series Y | Indefinite | ||
Marshall Small-Cap Growth Fund |
Series Y | Indefinite | ||
Marshall Tax-Free Money Market Fund |
Series Y | Indefinite | ||
Marshall Aggregate Bond Fund |
Series Y | Indefinite | ||
Marshall Emerging Markets Equity Fund |
Series Y | Indefinite | ||
Marshall Core Plus Bond Fund |
Series Y | Indefinite | ||
Marshall Corporate Income Fund |
Series Y | Indefinite | ||
Marshall Ultra Short Tax-Free Fund |
Series Y | Indefinite | ||
Marshall Large-Cap Focus Fund |
Series Y | Indefinite | ||
Marshall Small-Cap Value Fund |
Series Y | Indefinite | ||
Institutional Class |
||||
Marshall Prime Money Market Fund |
Series I | Indefinite | ||
Marshall Government Money Market Fund |
Series I | Indefinite |
CLASS |
SERIES |
AUTHORIZED NUMBER
|
||
Marshall International Stock Fund |
Series I | Indefinite | ||
Marshall Tax-Free Money Market Fund |
Series I | Indefinite | ||
Marshall Aggregate Bond Fund |
Series I | Indefinite | ||
Marshall Government Income Fund |
Series I | Indefinite | ||
Marshall Short-Intermediate Bond Fund |
Series I | Indefinite | ||
Marshall Short-Term Income Fund |
Series I | Indefinite | ||
Marshall Small-Cap Growth Fund |
Series I | Indefinite | ||
Marshall Mid-Cap Growth Fund |
Series I | Indefinite | ||
Marshall Mid-Cap Value Fund |
Series I | Indefinite | ||
Marshall Large-Cap Growth Fund |
Series I | Indefinite | ||
Marshall Large-Cap Value Fund |
Series I | Indefinite | ||
Marshall Emerging Markets Equity Fund |
Series I | Indefinite | ||
Marshall Core Plus Bond Fund |
Series I | Indefinite | ||
Marshall Corporate Income Fund |
Series I | Indefinite | ||
Marshall Ultra Short Tax-Free Fund |
Series I | Indefinite | ||
Marshall Large-Cap Focus Fund |
Series I | Indefinite | ||
Marshall Intermediate Tax-Free Fund |
Series I | Indefinite | ||
Marshall Small-Cap Value Fund |
Series I | Indefinite |
This Amendment to the Articles of Incorporation of the Corporation was adopted by the Board of Directors on November 2, 2011 in accordance with Sections 180.1002 and 180.0602 of the Wisconsin Statutes. Shareholder approval was not required.
Executed in duplicate this 12 th day of December, 2011.
MARSHALL FUNDS, INC. | ||
By: |
/s/ John M. Blaser |
|
John M. Blaser, President |
This instrument was drafted by:
Michele L. Racadio
Godfrey & Kahn, S.C.
780 N. Water Street
Milwaukee, Wisconsin 53202
2
TO BE EFFECTIVE AT 11:59 P.M. ON DECEMBER 28, 2011
MARSHALL FUNDS, INC.
AMENDMENT NO. 25
TO
ARTICLES OF INCORPORATION
The undersigned officer of Marshall Funds, Inc. (the Corporation) hereby certifies that in accordance with Section 180.1002 of the Wisconsin Statutes, the following Amendment of the Corporations Articles of Incorporation, as amended (the Articles) was duly adopted to:
(i) | replace Marshall with BMO in the name of each class of the Corporations common stock; |
(ii) | create BMO Dividend Income Fund, BMO Monegy High Yield Bond Fund, BMO Pyrford Global Strategic Return Fund and BMO Pyrford International Stock Fund as four additional classes of common stock, each with Series Y and Series I series of shares; |
(iii) | change the name of the Marshall Core Plus Bond Fund to the BMO TCH Core Plus Bond Fund; |
(iv) | change the name of the Marshall Corporate Income Fund to the BMO TCH Corporate Income Fund; |
(v) | change the name of the Marshall Emerging Markets Equity Fund to the BMO Lloyd George Emerging Markets Equity Fund; and |
(vi) | remove the Marshall International Stock Fund as a class of the Corporation. |
The Articles are hereby amended as follows:
Section (a) of Article IV is hereby amended by deleting section (a) thereof and inserting the following as a new paragraph:
(a) The Corporation is authorized to issue an indefinite number of shares of common stock, par value $.0001 per share. Subject to the following paragraph, the authorized shares are classified as follows:
CLASS |
SERIES |
AUTHORIZED NUMBER
|
||
Investor Class |
||||
BMO Large-Cap Value Fund |
Series Y | Indefinite | ||
BMO Government Income Fund |
Series Y | Indefinite | ||
BMO Short-Intermediate Bond Fund |
Series Y | Indefinite | ||
BMO Mid-Cap Growth Fund |
Series Y | Indefinite | ||
BMO Prime Money Market Fund |
Series Y | Indefinite |
CLASS |
SERIES |
AUTHORIZED NUMBER
|
||
BMO Government Money Market Fund | Series Y | Indefinite | ||
BMO Short-Term Income Fund | Series Y | Indefinite | ||
BMO Large-Cap Growth Fund | Series Y | Indefinite | ||
BMO Mid-Cap Value Fund | Series Y | Indefinite | ||
BMO Intermediate Tax-Free Fund | Series Y | Indefinite | ||
BMO Small-Cap Growth Fund | Series Y | Indefinite | ||
BMO Tax-Free Money Market Fund | Series Y | Indefinite | ||
BMO Aggregate Bond Fund | Series Y | Indefinite | ||
BMO Lloyd George Emerging Markets Equity Fund | Series Y | Indefinite | ||
BMO TCH Core Plus Bond Fund | Series Y | Indefinite | ||
BMO TCH Corporate Income Fund | Series Y | Indefinite | ||
BMO Ultra Short Tax-Free Fund | Series Y | Indefinite | ||
BMO Large-Cap Focus Fund | Series Y | Indefinite | ||
BMO Small-Cap Value Fund | Series Y | Indefinite | ||
BMO Dividend Income Fund | Series Y | Indefinite | ||
BMO Monegy High Yield Bond Fund | Series Y | Indefinite | ||
BMO Pyrford Global Strategic Return Fund | Series Y | Indefinite | ||
BMO Pyrford International Stock Fund | Series Y | Indefinite | ||
Institutional Class |
||||
BMO Prime Money Market Fund | Series I | Indefinite | ||
BMO Government Money Market Fund | Series I | Indefinite | ||
BMO Tax-Free Money Market Fund | Series I | Indefinite | ||
BMO Aggregate Bond Fund | Series I | Indefinite | ||
BMO Government Income Fund | Series I | Indefinite | ||
BMO Short-Intermediate Bond Fund | Series I | Indefinite | ||
BMO Short-Term Income Fund | Series I | Indefinite | ||
BMO Small-Cap Growth Fund | Series I | Indefinite | ||
BMO Mid-Cap Growth Fund | Series I | Indefinite | ||
BMO Mid-Cap Value Fund | Series I | Indefinite | ||
BMO Large-Cap Growth Fund | Series I | Indefinite | ||
BMO Large-Cap Value Fund | Series I | Indefinite | ||
BMO Lloyd George Emerging Markets Equity Fund | Series I | Indefinite | ||
BMO TCH Core Plus Bond Fund | Series I | Indefinite | ||
BMO TCH Corporate Income Fund | Series I | Indefinite | ||
BMO Ultra Short Tax-Free Fund | Series I | Indefinite | ||
BMO Large-Cap Focus Fund | Series I | Indefinite | ||
BMO Intermediate Tax-Free Fund | Series I | Indefinite | ||
BMO Small-Cap Value Fund | Series I | Indefinite | ||
BMO Dividend Income Fund | Series I | Indefinite | ||
BMO Monegy High Yield Bond Fund | Series I | Indefinite | ||
BMO Pyrford Global Strategic Return Fund | Series I | Indefinite | ||
BMO Pyrford International Stock Fund | Series I | Indefinite |
2
This Amendment to the Articles was adopted by the Board of Directors on November 2, 2011 in accordance with Sections 180.1002 and 180.0602 of the Wisconsin Statutes and, with respect to the Marshall International Stock Fund, by the shareholders of that Fund on December 23, 2011 in accordance with Section 180.1003 of the Wisconsin Statutes. Prior to this Amendment, none of the shares of the BMO Dividend Income Fund, BMO Monegy High Yield Bond Fund, BMO Pyrford Global Strategic Return Fund or BMO Pyrford International Stock Fund have been issued.
Executed in duplicate this day of , 2011.
MARSHALL FUNDS, INC. | ||
By: |
|
|
John M. Blaser, President |
This instrument was drafted by:
Michele L. Racadio
Godfrey & Kahn, S.C.
780 N. Water Street
Milwaukee, Wisconsin 53202
3
AMENDED AND RESTATED
SCHEDULE A
(as of December 29, 2012)
BMO Funds
Portfolio |
Effective Date |
Initial Term |
||
BMO Large-Cap Value Fund |
October 6, 2011 | August 31, 2012 | ||
BMO Dividend Income Fund |
December 29, 2011 | August 31, 2012 | ||
BMO Large-Cap Growth Fund |
October 6, 2011 | August 31, 2012 | ||
BMO Large-Cap Focus Fund |
October 6, 2011 | August 31, 2012 | ||
BMO Mid-Cap Value Fund |
October 6, 2011 | August 31, 2012 | ||
BMO Mid-Cap Growth Fund |
October 6, 2011 | August 31, 2012 | ||
BMO Small-Cap Value Fund |
October 6, 2011 | August 31, 2012 | ||
BMO Small-Cap Growth Fund |
October 6, 2011 | August 31, 2012 | ||
BMO Pyrford International Stock Fund |
December 29, 2011 | August 31, 2012 | ||
BMO Lloyd George Emerging Markets Equity Fund |
October 6, 2011 | August 31, 2012 | ||
BMO Pyrford Global Strategic Return Fund |
December 29, 2011 | August 31, 2012 | ||
BMO Ultra Short Tax-Free Fund |
October 6, 2011 | August 31, 2012 | ||
BMO Short-Term Income Fund |
October 6, 2011 | August 31, 2012 | ||
BMO Short-Intermediate Bond Fund |
October 6, 2011 | August 31, 2012 | ||
BMO Intermediate Tax-Free Fund |
October 6, 2011 | August 31, 2012 | ||
BMO Government Income Fund |
October 6, 2011 | August 31, 2012 | ||
BMO TCH Corporate Income Fund |
October 6, 2011 | August 31, 2012 | ||
BMO Aggregate Bond Fund |
October 6, 2011 | August 31, 2012 | ||
BMO TCH Core Plus Bond Fund |
October 6, 2011 | August 31, 2012 | ||
BMO Monegy High Yield Bond Fund |
December 29, 2011 | August 31, 2012 | ||
BMO Government Money Market Fund |
October 6, 2011 | August 31, 2012 | ||
BMO Tax-Free Money Market Fund |
October 6, 2011 | August 31, 2012 | ||
BMO Prime Money Market Fund |
October 6, 2011 | August 31, 2012 |
AMENDED AND RESTATED SCHEDULE B
For all services rendered by the Adviser pursuant to the Agreement, each Portfolio of the Fund shall pay to the Adviser and the Adviser agrees to accept as full compensation for all services rendered, an annual investment advisory fee calculated by applying the applicable annual rate to the average daily net assets of the Portfolio as set forth below.
Annual Investment Advisory Fee as a Percentage of
Each Portfolios Aggregate Daily Net Assets |
||||||||||||||||
Portfolio |
on the first
$500 million |
on the next
$200 million |
on the next
$100 million |
in excess of
$800 million |
||||||||||||
BMO Large-Cap Value Fund |
0.75 | % | 0.74 | % | 0.70 | % | 0.65 | % | ||||||||
BMO Dividend Income Fund |
0.50 | % | 0.49 | % | 0.45 | % | 0.40 | % | ||||||||
BMO Large-Cap Growth Fund |
0.75 | % | 0.74 | % | 0.70 | % | 0.65 | % | ||||||||
BMO Large-Cap Focus Fund |
0.50 | % | 0.49 | % | 0.45 | % | 0.40 | % | ||||||||
BMO Mid-Cap Value Fund |
0.75 | % | 0.74 | % | 0.70 | % | 0.65 | % | ||||||||
BMO Mid-Cap Growth Fund |
0.75 | % | 0.74 | % | 0.70 | % | 0.65 | % | ||||||||
BMO Small-Cap Value Fund |
0.75 | % | 0.75 | % | 0.75 | % | 0.75 | % | ||||||||
BMO Small-Cap Growth Fund |
1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | ||||||||
BMO Pyrford International Stock Fund |
1.00 | % | 0.99 | % | 0.95 | % | 0.90 | % | ||||||||
BMO Lloyd George Emerging Markets Equity Fund |
0.90 | % | 0.89 | % | 0.85 | % | 0.80 | % | ||||||||
BMO Pyrford Global Strategic Return Fund |
0.80 | % | 0.79 | % | 0.75 | % | 0.70 | % | ||||||||
BMO Ultra Short Tax-Free Fund |
0.20 | % | 0.19 | % | 0.10 | % | 0.10 | % | ||||||||
BMO Short-Term Income Fund |
0.20 | % | 0.19 | % | 0.10 | % | 0.10 | % | ||||||||
BMO Short-Intermediate Bond Fund |
0.40 | % | 0.39 | % | 0.30 | % | 0.25 | % | ||||||||
BMO Intermediate Tax-Free Fund |
0.30 | % | 0.29 | % | 0.20 | % | 0.15 | % | ||||||||
BMO Government Income Fund |
0.40 | % | 0.39 | % | 0.30 | % | 0.25 | % | ||||||||
BMO TCH Corporate Income Fund |
0.25 | % | 0.24 | % | 0.15 | % | 0.10 | % | ||||||||
BMO Aggregate Bond Fund |
0.40 | % | 0.39 | % | 0.30 | % | 0.25 | % | ||||||||
BMO TCH Core Plus Bond Fund |
0.25 | % | 0.24 | % | 0.15 | % | 0.10 | % | ||||||||
BMO Monegy High Yield Bond Fund |
0.50 | % | 0.50 | % | 0.50 | % | 0.50 | % |
Annual Investment Advisory Fee as a Percentage of
Each Portfolios Aggregate Daily Net Assets |
||||||||||||||||||||
Portfolio |
on the first
$2 billion |
on the next
$2 billion |
on the next
$2 billion |
on the next
$2 billion |
in excess
of $8 billion |
|||||||||||||||
Marshall Government Money Market Fund |
0.200 | % | 0.185 | % | 0.170 | % | 0.155 | % | 0.140 | % | ||||||||||
Marshall Tax-Free Money Market Fund |
0.200 | % | 0.185 | % | 0.170 | % | 0.155 | % | 0.140 | % | ||||||||||
Marshall Prime Money Market Fund |
0.150 | % | 0.135 | % | 0.120 | % | 0.105 | % | 0.090 | % |
The investment advisory fee shall accrue daily at the rate of 1/365th of the applicable annual rate applied to the daily net assets of the Portfolio. The investment advisory fee so accrued shall be paid to the Adviser monthly.
2
Effective this day of , 201 .
BMO Funds, Inc. | M&I Investment Management Corp. | |||||||
By: |
|
By: |
|
|||||
Name: | John M. Blaser | Name: | Tommy O. Huie | |||||
Title: | President | Title: | President |
3
SUBADVISORY AGREEMENT
AGREEMENT made as of the day of December, 2011 by and between M&I Investment Management Corp., an investment adviser registered under the Investment Advisers Act of 1940, as amended (the Advisers Act), organized under the laws of Wisconsin and having its principal place of business in Milwaukee, Wisconsin (the Adviser), and Lloyd George Management (Hong Kong) Limited, a corporation organized under the laws of Hong Kong and an investment adviser registered under the Advisers Act (the Subadviser).
WITNESSETH
WHEREAS, Marshall Funds, Inc. (the Corporation) is an open-end, management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act); and
WHEREAS, pursuant to authority granted the Adviser by the Corporations Board of Directors (the Board or the Directors) and pursuant to the provisions of the Investment Advisory Agreement dated October 6, 2011 between the Adviser and the Corporation (the Advisory Agreement), the Adviser has selected the Subadviser to act as a sub-investment adviser of the Corporations portfolio named on an Exhibit to this Agreement (the Fund) and to provide certain other services, as more fully set forth below, and to perform such services under the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, it is agreed as follows:
1. The Subadvisers Services .
(a) | Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund, and subject to the supervision and review of the Adviser and oversight of the Board, the Subadviser shall have the sole and exclusive responsibility for the making of all investment decisions for that portion of the Funds portfolio as designated by the Adviser (the Portfolio), including the purchase, retention and disposition of securities, in accordance with the Funds investment objectives, policies and restrictions as stated in the Corporations Registration Statement, including the Prospectus and Statement of Additional Information (such Registration Statement, as currently in effect and as amended or supplemented from time to time, collectively called the Prospectus) and subject to the following understandings: |
(i) | The Subadviser shall supervise the Portfolios investments and determine from time to time what securities will be purchased, retained, sold or loaned by the Portfolio, and what portion of the assets will be invested or held uninvested as cash. |
(ii) | In performance of its duties and obligations under this Agreement, the Subadviser shall act in conformity with the Corporations Articles of Incorporation and By-Laws; the Funds Prospectus, policies and procedures; and the instructions and directions received in writing from the Adviser or the Board and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (including the requirements for qualification as a regulated investment company) and all other applicable federal and state laws and regulations. |
(iii) | As of the date of this Agreement 100% of the Funds investable assets will be allocated to the Portfolio; provided, however, that the Adviser has the right at any time to reallocate the portion of the Funds assets allocated to the Portfolio pursuant to this Agreement if the Adviser deems such reallocation appropriate. |
(b) | The Subadviser shall not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund, except as otherwise provided herein or as may be necessary for the Subadviser to supply to the Adviser, the Corporation or the Board the information required to be supplied under this Agreement. |
The Subadviser shall maintain separate books and detailed records of all matters pertaining to the Fund and the Portfolio (the Funds Books and Records), including without limitation a daily ledger of such assets and liabilities relating thereto and brokerage and other records of all securities transactions. The Funds Books and Records shall be available by overnight delivery of copies or electronic transmission without delay to the Adviser during any day that the Fund is open for business upon reasonable notice to the Subadviser.
(c) | The Subadviser shall determine the securities to be purchased or sold by the Fund in respect of the Portfolio and will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage as set forth in the Funds Prospectus. Subject to the provisions of the following paragraph, the Subadviser will take reasonable steps to assure that Portfolio transactions are effected at the best price and execution available, as such phrase is used in the Funds Prospectus. |
In using reasonable efforts to obtain for the Fund the most favorable price and execution available, the Subadviser, bearing in mind the Funds best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions. The Subadviser may allocate brokerage business to firms that provide such services or facilities and in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, and interpretive guidance issued by the SEC thereunder, the Subadviser may cause the Fund to pay a broker or a dealer a commission in excess of the amount of commission another broker or dealer would have charged if the Subadviser determines in good faith that the commission paid was reasonable in relation to the brokerage or research services received.
Consistent with the foregoing paragraph, nothing in this agreement is intended to inhibit the Subadvisers selection of broker-dealers used to execute trades for the Fund, including trades placed with broker-dealers who provide investment research services to the Subadviser. Such research services may include, but are not limited to, advice provided either directly or through publications or writings, including electronic publications, telephone contacts and personal meetings with security analysts, economists and corporate and industry spokespersons, and analyses and reports concerning issues, industries and securities economic factors and trends. Research so provided is in addition to and not in lieu of the services required to be performed by the Subadviser.
2
It is understood that the Subadviser may have advisory, management, service or other contracts with other individuals or entities, and may have other interests and businesses. When a security proposed to be purchased or sold for the Fund is also to be purchased or sold for other accounts managed by the Subadviser at the same time, the Subadviser may aggregate such orders and shall allocate such purchases or sales on a pro-rata, rotating or other equitable basis so as to avoid any one account being systematically preferred over any other account.
The Subadviser will advise the Adviser and, if instructed by the Adviser, the Funds custodian or sub-custodians on a prompt basis each day by electronic telecommunication of each confirmed purchase and sale of a Portfolio security specifying the name of the issuer, the full description of the security including its class, and amount or number of shares of the security purchased or sold, the market price, commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Subadviser or any affiliates of the Subadviser act as a principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act, and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(d) | From time to time as the Adviser or the Board may reasonably request, the Subadviser shall furnish the Adviser and the Board reports of Portfolio transactions and reports on securities held in the Portfolio, all in such detail as the Adviser or the Board may reasonably request. The Subadviser will also inform the Adviser and the Board of material changes in investment strategy or tactics or in key personnel and will provide reasonable prior notice of any changes to Subadvisers ownership. |
It shall be the duty of the Subadviser to furnish to the Board such information as may reasonably be necessary in order for the Board to evaluate this Agreement or any proposed amendments hereto for the purpose of casting a vote pursuant to Section 8 or 9 hereof or in connection with the Boards annual consideration of this Agreement under Section 15(c) of the 1940 Act.
(e) | The Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Funds shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in the Portfolio, in accordance with the Subadvisers proxy voting policies, which shall be provided, along with any amendments, to the Corporation, or such other proxy voting policy approved by the Board. The Subadvisers obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Adviser shall cause to be forwarded to the Subadviser. The Subadviser further agrees that it will provide the Board, as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format that shall comply with the 1940 Act. Upon reasonable request, the Subadviser shall provide the Adviser with all proxy voting records relating to the Portfolio, including but not limited to those required by Form N-PX. Upon request of the Adviser, the Subadviser will also provide an annual certification, in a form reasonably acceptable to Adviser, attesting to the accuracy and completeness of such proxy voting records. |
3
(f) | As reasonably requested by the Corporation on behalf of the Corporations officers and in accordance with the scope of the Subadvisers obligations and responsibilities contained in this Agreement, the Subadviser shall provide reasonable assistance to the Corporation in connection with the Corporations compliance with the Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the reasonable request of the Corporation and to the extent accurate, that it is in compliance with all applicable federal securities laws, as defined in Rule 38a-1(e)(1) under the 1940 Act and Rule 206(4)-7 under the Advisers Act and to the extent that it is not in compliance with all applicable federal securities laws, describe such non-compliance and the timeframe in which compliance is expected to be achieved; (ii) facilitating and cooperating with third-party audits arranged by the Corporation to evaluate the effectiveness of its compliance controls; (iii) providing the Corporations chief compliance officer with direct access to its compliance personnel; (iv) providing the Corporations chief compliance officer with periodic reports; and (v) promptly providing special reports to the Corporations chief compliance officer in the event of compliance issues. Further, the Subadviser is aware that: (i) the president (principal executive officer) and treasurer (principal financial officer) of the Corporation (collectively, the Certifying Officers) are required to certify the Corporations periodic reports on Form N-CSR and Form N-Q pursuant to Rule 30a-2 under the 1940 Act; and (ii) the Certifying Officers must rely upon certain matters of fact generated by the Subadviser of which they do not have firsthand knowledge. Consequently, the Subadviser has in place procedures and controls that are reasonably designed to ensure the adequacy of the services provided to the Corporation under this Agreement and the accuracy of the information prepared by it and which is included in the Corporations periodic reports, and shall provide certifications to the Corporation to be relied upon by the Certifying Officers in certifying the Corporations periodic reports on Form N-CSR and Form N-Q (and such other periodic reports that may require certification in the future), in a form reasonably satisfactory to the Corporation. |
2. Allocation of Charges and Expenses . The Subadviser will bear its own expenses of providing services hereunder. Other than as specifically indicated herein, the Subadviser shall not be responsible for the Corporations or the Advisers expenses, including, without limitation the expenses of organizing the Corporation and continuing its existence; fees and expenses of Directors and officers of the Corporation; fees for investment advisory services and administrative personnel and services; expenses incurred in the distribution of its shares (Shares), including expenses of administrative support services, fees and expenses of preparing and printing its Registration Statements under the Securities Act of 1933, as amended, and the 1940 Act, and any amendments thereto; expenses of registering and qualifying the Corporation, the Fund and Shares of the Fund under federal and state laws and regulation; expenses of preparing, printing and distributing prospectuses (and any amendments thereto) to shareholders; interest expense; taxes, fees and commissions of every kind; expenses of issue (including costs of Share certificates), purchase, repurchase and redemption of Shares including expenses attributable to a program of periodic issue, charges and expenses of custodians, transfer agents, dividend disbursing agents, shareholder servicing agents and registrars, printing and mailing costs, auditing, accounting and legal expenses; reports to shareholders and governmental officers and commissions; expenses of meetings of the Board and shareholders and proxy solicitations therefore; insurance expenses; association membership dues and such nonrecurring items as may arise, including all losses and liabilities incurred in administrating the Corporation and the Fund. The Corporation or the Adviser, as the case may be, shall reimburse the Subadviser for any such expenses or other expenses of the Fund or the Adviser, as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Corporation and the Adviser adequate records of all such expenses. The Subadviser
4
will pay expenses incurred by the Corporation or the Fund for any matters related to any transaction or event caused by the Subadviser that is deemed to result in a change of control of the Subadviser or otherwise result in the assignment of this Agreement under the 1940 Act. The Adviser shall be responsible for any travel costs it incurs in connection with on-site inspections of the Subadviser.
3. Information Supplied by the Adviser . The Adviser shall provide the Subadviser with the Corporations Articles of Incorporation and By-Laws, the Funds most current Prospectus and Statement of Additional Information and the instructions, policies and directions of the Board pertaining to the Adviser and the Fund, as in effect from time to time; and the Subadviser shall have no responsibility for actions taken in reliance on any such documents. The Adviser shall promptly furnish to the Subadviser copies of all material amendments or supplements to the foregoing documents.
4. Representations of the Subadviser . The Subadviser represents, warrants, and agrees as follows:
(a) | The Subadviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. |
(b) | The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Adviser and the Corporation with a copy of such code of ethics. On at least an annual basis, the Subadviser will comply with the reporting requirements of Rule 17j-1, which include (i) certifying to the Adviser that the Subadviser has adopted procedures reasonably necessary to prevent its access persons from violating the Subadvisers code of ethics, and (ii) identifying any material violations which have occurred with respect to the code of ethics. Upon reasonable notice from and the reasonable request of the Adviser, the Subadviser shall permit the Adviser, its employees and its agents to examine the reports required to be made by the Subadviser pursuant to Rule 17j-1 and all other records relevant to the Subadvisers code of ethics. |
(c) | The Subadviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Subadviser, its employees, officers and agents. Upon reasonable notice to and reasonable request, the Subadviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Portfolio. The Subadviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. |
(d) | The Subadviser has adopted written proxy voting procedures that shall comply with the requirements of the 1940 Act and the Advisers Act. |
5
5. Subadvisers Compensation . As compensation for the Subadvisers services with respect to the Fund hereunder, the Adviser shall pay to the Subadviser a fee, computed daily and paid monthly in arrears, at an annual rate set forth on the Exhibit relating to the Fund. The method of determining net assets of the Portfolio for purposes hereof shall be the same as the method of determining net assets for purposes of establishing the offering and redemption price of Fund shares as described in the Funds Prospectus. If this Agreement shall be effective for only a portion of a month, the aforesaid fee shall be prorated for the portion of such month during which this contract is in effect.
6. Independent Contractor . In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Corporation in any way or otherwise be deemed to be an agent of the Corporation or of the Adviser.
7. Sales Literature . The Adviser and Subadviser acknowledge that all sales literature for investment companies (such as the Corporation) are subject to strict regulatory oversight. The Subadviser agrees to submit any proposed sales literature for the Corporation (or any Fund) or for itself or its affiliates which mentions the Corporation (or any Fund) to the Corporations distributor for review and filing with the appropriate regulatory authorities prior to the public release of any such sales literature, provided, however, that nothing herein shall be construed so as to create any obligation or duty on the part of the Subadviser to produce sales literature for the Corporation (or any Fund). Further, the Adviser agrees to submit to the Subadviser any and all sales literature referencing Subadviser by name or any affiliate of Subadviser for review and approval prior to filing or public release.
8. Amendments . The terms of this Agreement may be changed only by an instrument in writing signed by the parties, with such approvals as required by applicable law.
9. Duration and Termination .
(a) | Duration . This Agreement shall become effective with respect to the Fund after it has been approved in accordance with the requirements of the 1940 Act and the Exhibit relating to the Fund has been executed by the Adviser and Subadviser, and shall continue in effect for the initial term set forth on the Exhibit and thereafter for successive periods of one year, subject in both cases to the provisions for termination and all of the other terms and conditions hereof and provided in the latter case that such continuation is specifically approved at least annually by (i) the affirmative vote of a majority of the Directors voting in person, including a majority of the Directors who are not interested persons of the Corporation, the Adviser or the Subadviser, at a meeting called for that purpose, or (ii) the affirmative vote of a majority of the outstanding voting securities of the Fund. |
(b) | Termination . Notwithstanding anything to the contrary provided herein, this Agreement may be terminated at any time, without payment of any penalty, by the affirmative vote of a majority of the Directors, or by the affirmative vote of a majority of the outstanding voting securities of the Fund or by the Adviser, in each case upon not more than 60 nor less than 30 calendar days written notice to the Subadviser. The Subadviser may terminate this Agreement at any time, without payment of any penalty, upon not less than 60 calendar days written notice to the Adviser. This Agreement shall also terminate automatically in the event of its assignment by either party (as defined in Section 2(a)(4) of the 1940 Act) and upon the termination of the Advisory Agreement. |
6
In the event of termination of this Agreement for any reason, the Subadviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its assets, except as expressly directed by the Adviser. In addition, the Subadviser shall deliver the Funds Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio assets management to any successors of the Subadviser, including the Adviser. The Subadviser may retain copies of any record required to meet any record retention obligation imposed by law or regulation.
10. Certain Definitions . For the purposes of this Agreement:
(a) | Affirmative vote of a majority of the outstanding voting securities of the Fund means the affirmative vote, at an annual or special meeting of shareholders of the Fund, duly called and held, of (i) 67% or more of the shares of the Fund present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting are present (in person or by proxy), or (ii) more than 50% of the outstanding shares of the Fund entitled to vote at such meeting, whichever is less. |
(b) | Interested persons and Assignment shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act. |
11. Standard of Care, Liability and Indemnification .
(a) | The Subadviser shall exercise its best judgment in rendering the services provided by it under this Agreement. In the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser, or of reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to the Adviser or the Corporation, to any shareholder of the Fund, or to any person, firm or organization, for any act or omission in the course of, or connected with the rendering of services by Subadviser. Notwithstanding the foregoing, federal securities laws and certain state laws impose liabilities under certain circumstances on persons who have acted in good faith, and, therefore, nothing herein shall in any way constitute a waiver or limitation of any rights which the Fund or any shareholder of the Fund may have under any federal securities or state law. |
(b) | The Subadviser shall indemnify and hold the Adviser harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to any action or failure or omission to act by the Subadviser as a result of the Subadvisers willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties hereunder. |
(c) | The Adviser shall indemnify and hold the Subadviser harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to any action or failure or omission to act by the Adviser as a result of the Advisers willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties hereunder. |
7
12. Confidentiality . The Adviser and the Subadviser acknowledge that the Fund may disclose shareholder nonpublic personal information (NPI) to the Subadviser solely in furtherance of fulfilling the Subadvisers contractual obligations under this Agreement in the ordinary course of business to support the Fund and its shareholders. The Subadviser agrees to be bound to use and redisclose such NPI only for the limited purposes of processing and servicing transactions; for specified law enforcement and miscellaneous legally permitted purposes; and as a Fund service provider or in connection with joint marketing arrangements solely at the direction and discretion of the Fund, in accordance with the limited exceptions set forth in applicable state privacy laws and Regulation S-P. The Subadviser further represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to insure the security and confidentiality of records and NPI of Fund shareholders; protect against any anticipated threats or hazards to the security or integrity of Fund shareholder records and NPI; and protect against unauthorized access to or use of such Fund shareholder records or NPI that could result in substantial harm or inconvenience to any Fund shareholder. The Subadviser agrees to maintain the confidentiality of any NPI it receives from the Fund in connection with this Agreement or any joint marketing arrangement beyond the termination date of this Agreement.
13. Jurisdiction . This Agreement shall be governed by and construed to be consistent with the Advisory Agreement and in accordance with substantive laws of the State of Wisconsin without giving regard to the conflict of law principles thereof and in accordance with the 1940 Act. In the case of any conflict between state law and the 1940 Act, the 1940 Act shall control.
14. Counterparts . This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed on their behalf by their duly authorized officers as of the date first above written.
M&I INVESTMENT MANAGEMENT CORP. | ||
By: |
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Name: | ||
Title: | ||
LLOYD GEORGE MANAGEMENT (HONG KONG) LIMITED | ||
By: |
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Name: | ||
Title: |
8
Exhibit A
Fund Name |
Subadvisory Fee |
Initial Term |
||
BMO Lloyd George Emerging Markets Equity Fund | Forty percent (40%) of the gross advisory fee received by Adviser from the Fund | August 31, 2012 |
Executed as of this day of December, 2011.
M&I INVESTMENT MANAGEMENT CORP. | ||
By: |
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Name: | ||
Title: | ||
LLOYD GEORGE MANAGEMENT (HONG KONG) LIMITED | ||
By: |
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Name: | ||
Title: |
9
EXPENSE LIMITATION AGREEMENT
EXPENSE LIMITATION AGREEMENT (the Agreement), effective as of December 29, 2011 by and between M&I Investment Management Corp., a Wisconsin corporation (the Adviser) and Marshall Funds, Inc., a Wisconsin corporation (the Corporation), on behalf of each portfolio reflected in Schedule A hereto, as may be amended from time to time (each a Fund and collectively the Funds).
WHEREAS, the Corporation, on behalf of each Fund, and the Adviser have entered into an investment advisory agreement (the Advisory Agreement), pursuant to which the Adviser provides investment management services to each Fund for compensation based on the value of the average daily net assets of that Fund;
WHEREAS, each Fund may have one or more classes of shares (each, a Class and collective, the Classes); and
WHEREAS, the Corporation and the Adviser have determined that it is appropriate and in the best interests of each Fund and its shareholders to maintain the expenses of each Class of such Fund at a level below that to which such Class may otherwise be subject;
NOW THEREFORE, the parties hereto agree as follows:
1. EXPENSE LIMITATION .
1.1 Applicable Expense Limit . To the extent that the ordinary operating expenses incurred by a Class of a Fund in any fiscal year, excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of a Funds business and Acquired Fund Fees and Expenses (Operating Expenses), exceed the percentage of the average daily net assets of a Class of a Fund, as set forth in Schedule A (the Expense Limit), such excess amount (the Excess Amount) shall be the liability of the Adviser to the extent set forth in this Agreement. The Corporation may offset amounts owed to a Fund pursuant to this Agreement against the advisory fee payable to the Adviser subject to Rule 18f-3 under the Investment Company Act of 1940 (the 1940 Act). Furthermore, to the extent that the Excess Amount exceeds such waived or reduced advisory fees, the Adviser shall reimburse such Classs operating expenses.
1.2 Duration of Expense Limit . The Expense Limit with respect to each Class of a Fund shall remain in effect through the Date of Expiration of Expense Limit as set forth in Schedule A, as amended from time to time, unless this Agreement is terminated pursuant to Section 2 below.
2. TERM AND TERMINATION OF AGREEMENT .
This Agreement shall terminate with respect to any Fund upon the earlier of termination of the Advisory Agreement or the date set forth in Schedule A. The obligation of the Adviser under Section 1 of this Agreement shall survive the termination of the Agreement solely as to expenses and obligations incurred prior to the date of such termination.
3. MISCELLANEOUS .
3.1 Captions . The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
3.2 Interpretation . Nothing herein contained shall be deemed to require the Corporation or a Fund to take any action contrary to the Corporations Articles of Incorporation or By-Laws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Corporations Board of Directors of its responsibility for and control of the conduct of the affairs of the Corporation or the Fund.
3.3 Definitions . Any question of interpretation of any term or provision of this Agreement, including but not limited to the investment advisory fee, the computations of net asset values, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the Advisory Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to such Advisory Agreement or the 1940 Act.
3.4 Amendments . This Agreement may be amended only by a written agreement signed by each of the parties hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized, as of the day and year first above written.
MARSHALL FUNDS, INC. | ||
By: |
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Name: | ||
Title: | ||
M&I INVESTMENT MANAGEMENT CORP. | ||
By: |
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Name: | ||
Title: |
2
SCHEDULE A
(as of December 29, 2011)
Fund |
Expense
Limit (%) |
Date of
Expiration of Expense Limit |
||||||
BMO Aggregate Bond Fund |
||||||||
Investor Class (Class Y) |
0.80 | % | 7/6/2013 | |||||
Institutional Class (Class I) |
0.55 | % | 7/6/2013 | |||||
BMO TCH Core Plus Bond Fund |
||||||||
Investor Class (Class Y) |
0.80 | % | 7/6/2013 | |||||
Institutional Class (Class I) |
0.55 | % | 7/6/2013 | |||||
BMO TCH Corporate Income Fund |
||||||||
Investor Class (Class Y) |
0.80 | % | 7/6/2013 | |||||
Institutional Class (Class I) |
0.55 | % | 7/6/2013 | |||||
BMO Lloyd George Emerging Markets Equity Fund |
||||||||
Investor Class (Class Y) |
1.50 | % | 7/6/2013 | |||||
Institutional Class (Class I) |
1.25 | % | 7/6/2013 | |||||
BMO Government Income Fund |
||||||||
Investor Class (Class Y) |
0.80 | % | 7/6/2013 | |||||
Institutional Class (Class I) |
0.55 | % | 7/6/2013 | |||||
BMO Government Money Market Fund |
||||||||
Investor Class (Class Y) |
0.45 | % | 7/6/2013 | |||||
Institutional Class (Class I) |
0.20 | % | 7/6/2013 | |||||
BMO Intermediate Tax-Free Fund |
||||||||
Investor Class (Class Y) |
0.55 | % | 7/6/2013 | |||||
Institutional Class (Class I) |
0.50 | % | 7/6/2013 | |||||
BMO International Stock Fund |
||||||||
Investor Class (Class Y) |
1.45 | % | 7/6/2013 | |||||
Institutional Class (Class I) |
1.20 | % | 7/6/2013 | |||||
BMO Large-Cap Focus Fund |
||||||||
Investor Class (Class Y) |
0.90 | % | 7/6/2013 | |||||
Institutional Class (Class I) |
0.65 | % | 7/6/2013 | |||||
BMO Large-Cap Value Fund |
||||||||
Investor Class (Class Y) |
1.24 | % | 7/6/2013 | |||||
Institutional Class (Class I) |
0.99 | % | 7/6/2013 | |||||
BMO Large-Cap Growth Fund |
||||||||
Investor Class (Class Y) |
1.24 | % | 7/6/2013 | |||||
Institutional Class (Class I) |
0.99 | % | 7/6/2013 | |||||
BMO Mid-Cap Value Fund |
||||||||
Investor Class (Class Y) |
1.24 | % | 7/6/2013 | |||||
Institutional Class (Class I) |
0.99 | % | 7/6/2013 | |||||
BMO Mid-Cap Growth Fund |
||||||||
Investor Class (Class Y) |
1.24 | % | 7/6/2013 | |||||
Institutional Class (Class I) |
0.99 | % | 7/6/2013 | |||||
BMO Prime Money Market Fund |
||||||||
Investor Class (Class Y) |
0.45 | % | 7/6/2013 | |||||
Adviser Class (Class A) |
0.75 | % | 7/6/2013 | |||||
Institutional Class (Class I) |
0.20 | % | 7/6/2013 | |||||
BMO Short-Intermediate Bond Fund |
||||||||
Investor Class (Class Y) |
0.80 | % | 7/6/2013 | |||||
Institutional Class (Class I) |
0.55 | % | 7/6/2013 |
3
BMO Short-Term Income Fund |
||||||||
Investor Class (Class Y) |
0.60 | % | 7/6/2013 | |||||
Institutional Class (Class I) |
0.35 | % | 7/6/2013 | |||||
BMO Small-Cap Value Fund |
||||||||
Investor Class (Class Y) |
1.24 | % | 7/6/2013 | |||||
Institutional Class (Class I) |
0.99 | % | 7/6/2013 | |||||
BMO Small-Cap Growth Fund |
||||||||
Investor Class (Class Y) |
1.44 | % | 7/6/2013 | |||||
Institutional Class (Class I) |
1.19 | % | 7/6/2013 | |||||
BMO Tax-Free Money Market Fund |
||||||||
Investor Class (Class Y) |
0.45 | % | 7/6/2013 | |||||
Institutional Class (Class I) |
0.20 | % | 7/6/2013 | |||||
BMO Ultra Short Tax-Free Fund |
||||||||
Investor Class (Class Y) |
0.55 | % | 7/6/2013 | |||||
Institutional Class (Class I) |
0.30 | % | 7/6/2013 | |||||
BMO Dividend Income Fund |
||||||||
Investor Class (Class Y) |
0.90 | % | 12/29/2012 | |||||
Institutional Class (Class I) |
0.65 | % | 12/29/2012 | |||||
BMO Pyrford International Stock Fund |
||||||||
Investor Class (Class Y) |
1.24 | % | 12/29/2012 | |||||
Institutional Class (Class I) |
0.99 | % | 12/29/2012 | |||||
BMO Pyrford Global Strategic Return Fund |
||||||||
Investor Class (Class Y) |
1.24 | % | 12/29/2012 | |||||
Institutional Class (Class I) |
0.99 | % | 12/29/2012 | |||||
BMO Monegy High Yield Bond Fund |
||||||||
Investor Class (Class Y) |
0.90 | % | 12/29/2012 | |||||
Institutional Class (Class I) |
0.65 | % | 12/29/2012 |
4
Consent of Independent Registered Public Accounting Firm
The Shareholders and Board of Directors of Marshall Funds, Inc.:
We consent to the use of our report dated October 24, 2011, with respect to Lloyd George Emerging Markets Equity Fund (formerly known as Emerging Markets Equity Fund), a series of Marshall Funds, Inc., incorporated by reference herein, and to the references to our Firm under the headings Financial Highlights in the prospectus and Independent Registered Public Accounting Firm in the Statement of Additional Information.
KPMG LLP
December 22, 2011
Milwaukee, WI
CODE OF ETHICS
LLOYD GEORGE MANAGEMENT GROUP
which includes:
Lloyd George Management (BVI) Ltd
Lloyd George Investment Management (Bermuda) Ltd
Lloyd George Management (Hong Kong) Ltd
Lloyd George Investment Management (Hong Kong) Limited
Lloyd George Management (Europe) Ltd
Lloyd George Management (Singapore) Pte Ltd
LGM Funds
October 2008
CODE OF ETHICS
TABLE OF CONTENTS
I | Governing Principles | 3 | ||
II | Definitions | 4 | ||
III | Code of Conduct for All Employees | 6 | ||
IV | General Provisions | 8 |
Appendix 1. | Policies and Procedures on Personal Securities Transactions | 10 | ||||
Appendix 2. | Policies and Procedures in Prevention of Insider Trading | 15 |
2
I GOVERNING PRINCIPLES
As an employee of the Lloyd George Management Group, you have the responsibility at all times to place the interests of Clients first, not to take advantage of Client transactions, and to avoid any conflicts, or the appearance of conflicts, with the interests of Clients. You also have a responsibility to act ethically, legally, and in the best interests of LGM and its Clients at all times. The Code of Conduct sets forth rules regarding these obligations. You are expected not only to follow the specific rules, but also the spirit of the Code of Ethics.
3
II DEFINITIONS
Company, or LGM, refers to any company within the Lloyd George Management Group
Fund is each investment company registered under the United States Investment Company Act of 1940 for which LGM acts as the investment adviser.
Client is any person or entity, including a Fund or any collective investment schemes, for which LGM provides investment management and advisory services.
Immediate Family of any person includes his or her spouse, minor children, and relatives living in his or her principal residence.
Investment Professional includes fund managers, investment analysts and central dealers.
Securities means notes, stocks, treasury stocks, bonds, debentures, evidences of indebtedness, certificates of interest or participation in any profit sharing agreement, collateral trust certificates, pre-organization certificates or subscriptions, transferable shares, investment contracts, voting trust certificates, certificates of deposit for a security, fractional undivided interests in oil, gas, or other mineral rights, puts, calls, straddles, options, or privileges on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or puts, calls, straddles, options, or privileges entered into on a national securities exchange relating to foreign currency, or, in general, any interests or instruments commonly known as securities, or any certificates of interest or participation in, temporary or interim certificates for, receipts for, guarantees of, or warrants or rights to subscribe to or purchase any of the foregoing, but do not include direct obligations of the government of the United States, bankers acceptances, bank certificates of deposit, commercial paper, or high quality short-term debt instruments, including repurchase agreements.
Initial Public Offering means the first offer of stock by a company to the public in any jurisdictions. This includes an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.
Secondary Public Offering means a one-time offering of stock to the public which is not an initial public offering. The term excludes trading in the secondary market in the ordinary course.
4
Limited Offering also commonly referred to as a private placement is a non-public offering of securities, whether stock, debt securities, or partnership interests, by any entity in limited amounts available only to certain investors. This includes an offering that is exempt from registration under the Securities Act of 1933 of the USA pursuant to section 4(2) or section 4(6) or pursuant to rule 504, rule 505 or rule 506 under the Securities Act of 1933.
Beneficial Interest shall generally mean having directly or indirectly, through any contract, arrangement, understanding , relationship, or otherwise, a direct or indirect pecuniary interest in a security.
Restricted List consists of a list of securities for which prior approval from the Director of Compliance is required before they are allowed to be traded, for clients accounts or personal dealing purposes.
5
III CODE OF CONDUCT FOR ALL EMPLOYEES
These Rules apply to EVERY EMPLOYEE of the Company.
1. Laws and Regulations. You are required to comply with all applicable laws and regulations, including the Code of Ethics and policies of the Company that employs you. These include, without limitation, tax and securities laws.
2. Conflicts of Interest. You are required to avoid conduct that is contrary to the interests of the Company and any Client, or that gives the appearance of such a conflict of interest.
3. Gifts, Etc. You must not seek or accept any gift, favor, preferential treatment, of special arrangement of Material Value from any provider or prospective provider of goods or services to a Company or a Client. Material Value does not include occasional meals or social gatherings for business purposes; occasional tickets for theater, musical, sporting or other entertainment events conducted for business purposes; occasional small gifts or mementos with a value of under US$100. Material Value includes such items as tickets for theater, musical, sporting or other entertainment events on a recurring basis; costs of transportation and/or lodging to locations outside of Hong Kong or London or Singapore (as appropriate to employees of LGM in Hong Kong or in London or in Singapore), unless approved by the Compliance Officer as having a legitimate business purpose; personal loans on terms more favorable than generally available for comparable credit standing and collateral; or preferential brokerage or underwriting commissions or spreads or allocations of shares or interests in an investment. If you are offered anything, to be on the safe side, check with the Compliance Officer. You must report all gifts received (including gifts of Non-Material Value) as well as offer of gifts prohibited by this rule to the Compliance Officer.
4. Political Contributions. You may not use Company funds to make a contribution to any political party or candidate, whether directly or by reimbursement to the individual making the contribution.
5. Improper Payments. You may not pay, offer, or commit to pay any amount that might be or appear to be a bribe or kickback in connection with the Companys business. This includes not bribing foreign officials in order to obtain, retain or direct business. In particular, in relation to accounts from the US which LGM manages, you should ensure that you are in compliance with the US Foreign Corrupt Practices Act (FCPA) which makes such practice unlawful. An improper payment not only covers actual payment of money but also offer, promise or authorization of the payment of money and an offer, gift, promise or authorization of the giving of anything of value. There are certain limited exceptions, for instance, if the payment constitutes a bona fide business expense. However, any exceptions must obtain the prior written approval of the Director of Compliance and details of such transactions must be recorded and maintained. Any suspected violations should be brought to the immediate attention of the Director of Compliance.
6
6. Confidential Information. You may not disclose to anyone, whether inside or outside the Company, any Company trade secrets, proprietary or confidential information unless you have been authorized to do so. You must keep confidential information regarding Client investment portfolios, actual or proposed securities trading activities of any Client, or investment research developed in the Company. You should take appropriate steps, when communicating the foregoing information internally, to maintain confidentiality, for example, by using sealed envelopes, limiting computer access, and speaking in private.
7. Outside Directorships, Etc. You may not serve as a director, officer, employee, trustee, or general partner of any corporation or other entity, whether or not you are paid, without the prior written approval of the Chairman of LGM, except that you may serve any charitable or non-profit organization without such approval.
8. Personal Investment. All LGM staff are required to adhere to the Policies and Procedures on Personal Securities Transactions (Appendix 1).
9. Violations of the Code of Ethics. Violations of the Code of Ethics must be reported promptly to the Director of Compliance.
7
IV GENERAL PROVISIONS
1. Review of Securities Reports. The Director of Compliance has primary responsibility for enforcing the Companys Code of Ethics and shall ensure that all Initial and Annual Reports of Securities Holdings and Quarterly Transaction Reports, together with all Securities Transaction Confirmations received will be reviewed in accordance with the attached Procedures (Appendix 1).
2. Provision of the Code of Ethics and Certification by Employees. The Company is required to provide all employees with a copy of the Code of Ethics and any amendments thereto. Each employee must provide a written acknowledgement to the Director of Compliance that he or she has received a copy of the Code and any amendments thereto. Each employee of the Company must certify annually that he or she has read and understood the Code of Ethics and any amendments thereto and has complied and will comply with its provisions.
3. Fund Board Approval. The Board of Trustees of each Fund managed either in whole or in part by the Company, including a majority of the Independent Fund Trustees, has approved this Code of Ethics and must approve any material change hereto within six months after its adoption.
4. Annual Report to Fund Board. At least annually the Company shall submit to the Board of Trustees of each Fund for consideration a written report that (i) describes any issues arising under the Code of Ethics or the Procedures since the last report the Board, including information about material violations of the Code of Ethics or the Procedures and the sanctions imposed in response to material violations, and (ii) certifies that the Company has adopted procedures reasonably necessary to prevent its staff from violating the Code of Ethics.
5. Recordkeeping Requirements. The Company shall maintain the following records at its principal place of business and make these records available to the relevant regulatory authorities including the United States Securities and Exchange Commission (Commission) or any representative of the Commission at any time and from time to time for reasonable periodic, special or other examination:
(1) | copies of the Code of Ethics currently in effect and in effect at any time within the past five years, to be maintained in an easily accessible place; |
(2) | written acknowledgements that he or she has received copies of the Code of Ethics and any amendments thereto from each person who is currently, or within the past five years was, an employee of the company; |
(3) | a record of any violation of the Code of Ethics and of any action taken as a result of the violation, to be maintained in an easily accessible place for at least five years after the end of the fiscal year in which the violation occurred; |
(4) | copies of each report, including transaction confirmations and other information, referred to in sections 3 and 4 of the Policy and Procedures on Personal Securities Transactions (Appendix 1.), to be maintained for at least five years after the end of the fiscal year in which the report is made or information provided, the first two years in an easily accessible place; |
8
(5) | a record of all persons, currently or within the past five years, who are or were required to make reports and who are or were responsible for reviewing such reports, to be maintained in an easily accessible place; and |
(6) | a copy of each Annual Report to a Fund Board referred to in paragraph 4 above, to be maintained for at least five years after the end of the fiscal year in which it was made, the first two years in an easily accessible place. |
6. Confidentiality. All reports and other documents and information supplied by any employee of the Company in accordance with the requirements of this Code of Ethics shall be treated as confidential, but are subject to review as provided herein and in the Procedures, by senior management of LGM, or otherwise as required by law, regulation, or court order.
7. Interpretations. If you have any questions regarding the meaning or interpretation of the provisions of this Code of Ethics, please consult with the Compliance Officer.
8. Violations and Sanctions. Any employee of the Company who violates any provision of this Code of Ethics shall be subject to sanction, including but not limited to censure, a ban on personal Securities trading, disgorgement of any profit or taking of any loss, fines, and suspension or termination of employment.
In adopting and approving this Code of Ethics, the Company and the Fund Boards of Trustees do not intend that a violation of this Code of Ethics necessarily is or should be considered to be a violation of any regulations in the relevant jurisdictions including Rule 17j-1 under the Investment Company Act of 1940 of the USA.
9. Form ADV. The Company shall ensure that the provisions of this Code of Ethics are described in Part II of Form ADV and upon request will furnish clients with a copy of the Code of Ethics.
9
Appendix 1
POLICIES AND PROCEDURES ON
PERSONAL SECURITIES TRANSACTIONS
Applicability of the Policies
Who is Covered. This Policy applies to all Company employees. It covers not only your personal Securities transactions, but also those of your Immediate Family (your spouse, minor children, and relatives living in your principal residence).
What Accounts are Covered. This Policy applies to all Securities transactions in all accounts in which you or members of your Immediate Family have a direct or indirect beneficial interest, unless the Compliance Officer determines that you or they have no direct or indirect influence or control over the account. Normally, an account is covered by this Policy if it is (a) in your name, (b) in the name of a member of your Immediate Family, (c) of a partnership in which you or a member of your Immediate Family are a partner with direct or indirect investment discretion, (d) of a trust of which you or a member of your Immediate Family are a beneficiary and a trustee with direct or indirect investment discretion, and (e) of a closely held corporation in which you or a member of your Immediate Family hold shares and have direct or indirect investment discretion.
When an employee has a measure of influence or control over an account, but not direct or indirect beneficial ownership (as defined above) therein (as for example when the employee serves as executor or trustee for someone outside his immediate family, or manages or helps to manage a charitable account), the rules set forth in this Statement of Policy will not be considered to be directly applicable, but in all transactions involving any such account the employee will be expected to avoid any activity that conflicts or might appear to conflict with the interests of our clients.
Rules Applicable to all LGM Employees
1. Prohibited and Restricted Transactions. The following transactions are either prohibited without prior approval, or are discouraged, as indicated.
a. LGM Activity. You may not purchase or sell Securities in any markets in which LGM is active for its Clients. This rule excludes your trading in virtually all Asian Pacific and Global Emerging stock markets.
b. Insider Dealing. You are prohibited from purchasing or selling any security, either personally or for any Client, while you are in possession of material, non-public information concerning the security or its issuer. Please read Appendix 2 to the Code of Ethics, Policies and Procedures in Prevention of Insider Trading.
10
c. Initial Public Offerings and Secondary Public Offering. You may not purchase or otherwise acquire any Security in an Initial Public Offering or a Secondary Public Offering . You may apply to the Compliance Officer for prior written approval to purchase or acquire such a Security, but approval will only be granted only in rare instances that involve extraordinary circumstances. Accordingly, the Company discourages such applications. The reason for this rule is that it precludes the appearance that an employee has used our clients market stature as a means of obtaining for himself or herself hot issues which would otherwise not be offered to him or her. Any realization of short-term profits may create at least the appearance that an investment opportunity that should have been available to a Fund or other Client was diverted to the personal benefit of an individual employee of this firm. The Company must maintain a record of any approval to acquire a Security in an Initial Public Offering, with the reasons supporting the approval, for at least five years after the end of the fiscal year in which the approval is granted.
d. Limited Offerings. You may not purchase or otherwise acquire any Security in a Limited Offering, except with the prior approval from the Compliance Officer. Such approval will only be granted where you establish that there is no conflict or appearance of conflict with any Client or other possible impropriety (such as where the Security in the Limited Offering is appropriate for purchase by a Client, or when your participation in the Limited Offering is suggested by a person who has a business relationship with any Company or Fund or expects to establish such a relationship). Examples where approval might be granted, subject to the particular facts and circumstances, are a personal investment in a private fund or limited partnership in which you would have no involvement in making recommendations or decisions, or your investment in a close corporation or partnership started by a family member or friend. The Company must maintain a record of any approval to acquire a Security in a Limited Offering, with the reasons supporting the approval, for at least five years after the end of the fiscal year in which the approval is granted.
e. Short Sales. You may not sell short any Security.
f. Naked Options. You may not engage in option transactions with respect to any Security, except that you may purchase a put option or sell a call option on Securities that you own.
g. Margin Accounts. If an employee maintains a margin account, his or her securities could be sold involuntarily to cover the margin at a time when the same security was being traded for a fund or other client. Caution should therefore be exercised in the use of margin accounts
h. Short-term Trading and Holding Period. You are strongly discouraged from engaging in excessive short-term trading of Securities. The purchase and sale, or sale and purchase, of the same or equivalent Securities within sixty (60) days are generally regarded as short-term trading. Securities acquired must be held for at least sixty (60) days.
11
i. Blackout Periods. NO EMPLOYEE shall exercise a securities transaction on a day during which any Fund or other Client in the LGM complex has a pending buy or sell order in that same security until that order is executed or withdrawn.
NO INVESTMENT PROFESSIONAL shall buy or sell a security within seven calendar days before or after a Client trades in that security. Because your responsibility is to put Clients interests ahead of your own, you may not delay taking appropriate action for a Client in order to benefit or avoid potential adverse consequences in your personal account.
De minimis exceptions from blackout periods may be made by the CEO or the Compliance Director of LGM for transactions involving a small number of shares of a company with a very large market capitalization and high average daily trading volume. These exceptions can be handled on a case-by-case basis by the CEO or the Compliance Director of LGM in the pre-clearance review.
j. Acting for Personal Benefit. You may not cause or recommend a Client to take action for your personal benefit. Thus, for example, you may not trade in or recommend a security for a Client to support or enhance the price of a security in your personal account, or front run a Client.
k. Transactions of Certain Affiliated Persons. Pursuant to Section 17 of the Investment Company Act of 1940 of the USA, the registration statements of the Funds provide that the Fund shall not purchase or retain in its portfolio any securities issued by an issuer any of whose officers, directors or security holders is an officer or director of the Fund, or is an officer or director of the investment adviser of the Fund, if after the purchase of the securities of such issuer by the Fund one or more of such persons owns beneficially more than 1 / 2 of 1% of the shares or other securities, or both, of such issuer, and such persons owning more than 1 / 2 of 1% of such shares or other securities together own beneficially more than 5% of such shares or securities, or both. To avoid any possibility of an inadvertent violation of this provision, holdings exceeding 1 / 2 of 1% of the shares or other securities of any publicly owned issuers are discouraged and must be reported to the Company.
2. Pre-Clearance: All Securities. You must pre-clear all purchases and sales of Securities, except that you do not have to pre-clear :
(1) | a purchase of investment grade, non-convertible debt Securities, if the value of such purchase, together with the value all of your purchases of such debt Securities of the same issuer in the previous six (6) days, would not exceed $25,000; |
(2) | a sale of investment grade, non-convertible debt Securities, if the value of such sale, together with the value all of your sales of such debt Securities of the same issuer in the previous six (6) days, would not exceed $25,000; |
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(3) | a bona fide gift of Securities that you make or receive; |
(4) | an automatic, non-voluntary transaction, such as a stock dividend, stock split, spin-off, and automatic dividend reinvestment; |
(5) | a transaction pursuant to a tender offer that is applicable pro rata to all stockholders; or |
(6) | a purchase or sale of any open-end investment company/mutual fund/unit trust or any similar form of collective investment schemes which are NOT managed by LGM or Eaton Vance Management. |
The exemptions from pre-clearance in clauses (1) and (2) above do not apply to trading in any Security that is placed on a restricted list (for example, because the Company is in the possession of material inside information about the issuer). Further, the Compliance Officer may suspend your use of these two exemptions from pre-clearance if he or she concludes that you have engaged in excessive personal trading or that there is an unusual pattern of personal trading.
You will not receive pre-clearance of a transaction for any Security on a day during which there is a pending buy or sell order for that same Security for a Client, or when other circumstances warrant prohibiting a transaction in a particular Security as stated above under Prohibited and Restricted Transactions. Remember that the term Security is broadly defined. For example, an option on a Security is itself a Security, and the purchase, sale and exercise of the option is subject to pre-clearance. A pre-clearance approval normally is valid only during the business day on which it is given or the next business day in cases where the pre-approval is granted after the relevant market has closed.
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3. Reporting Requirements. You are required to provide the following reports of your Security holdings and transactions to the Compliance Officer. Remember that your report also relates to members of your Immediate Family and the accounts referred to under Applicability of the Policies, above. Please review the definition of Securities in the Definitions section of the Code of Ethics above. Securities include not only publicly traded stocks and bonds, but also stock in close corporations, partnership interests, and derivatives. Securities do not include direct obligations of the government of the United States, bankers acceptances, bank certificates of deposit, commercial paper, or high quality short-term debt instruments, including repurchase agreements.
a. Initial Report of Holdings. Within ten (10) days after join LGM, you must submit to the Compliance Officer a report of your holdings of Securities, including the title, number of shares and principal amount of each Security held at the time you joined LGM, and the name of any broker, dealer or bank with whom you maintained an account for trading or holding any type of securities, whether stocks, bonds, mutual funds, or other types.
b. Annual Report of Holdings. After January 1 and before January 21 of each year, you must submit to the Compliance Officer a report of your holdings of Securities as at the previous 31 December, including the title, number of shares and principal amount of each Security, and the name of any broker, dealer or bank with whom you maintained an account for trading or holding any type of securities, whether stocks, bonds, mutual funds, or other types.
c. Quarterly Transaction Report. Within ten (10) days after the end of each calendar quarter, you must submit to the Compliance Officer a report of your transactions in Securities during that quarter, including the date of the transaction, the title, the interest rate and maturity date (if applicable), and the number of shares and principal amount of each Security in the transaction, the nature of the transaction (whether a purchase, sale, or other type of acquisition or disposition, including a gift), the price of the Security at which the transaction was effected, and the name of the broker, dealer or bank with or through the transaction was effected.
4. Approval of Brokers and Confirmations of Transactions . You must obtain approval from the Compliance Officer before opening an outside brokerage account for personal account dealing of securities. You must ensure that each broker, dealer or bank with which you maintain an account send to the Compliance Officer, as soon as practicable, copies of all confirmations of your Securities transactions. See section A, Applicability of the Policies What Accounts are Covered, above.
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Appendix 2
LLOYD GEORGE MANAGEMENT
POLICIES AND PROCEDURES IN PREVENTION OF INSIDER TRADING
Insider Trading
Lloyd George Management (LGM) unequivocally prohibits and forbids any director, officer, or employee from trading, either personally or on behalf of others (including, without limitation, investment companies and private accounts advised by LGM), on material nonpublic information or from communicating material nonpublic information to others in violation of law. This conduct is commonly referred to as insider trading. LGMs policy applies to every director, officer, and employee of LGM and extends to activities within and outside their duties at LGM. Every director, officer and employee must read and retain these Policies and Procedures. Any questions regarding these Policies and Procedures should be referred to Director/ Officer of Compliance.
No precise definition of insider trading exists. Indeed, in the face of considerable sentiment in favor of establishing a statutory definition, the U.S. Congress refused to do so when considering the Insider Trading and Securities Fraud Enforcement Act of 1988. Instead, Congress continues to permit the SEC and the courts to oversee the evolution of the definition of insider trading. Despite the haziness of the outer boundaries of this activity, the term insider trading generally is used to refer to the use of material nonpublic information to trade in securities (whether or not the trader is an insider) or the communication of material nonpublic information to others in violation of a duty owed.
While each jurisdiction has its own laws concerning insider trading, the laws generally prohibit:
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trading by an insider while in possession of material nonpublic information; |
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trading 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 where the information was misappropriated; or |
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communicating material nonpublic information to others in violation of a duty to keep the information confidential. |
The concept of insider is broad. For instance in the USA, it includes directors, officers, and employees of a company. In addition, a person can be a temporary insider if she/he enters into a special confidential relationship in the conduct of a companys affairs and as a result is given access to information intended solely for the companys purposes. A temporary insider can include, for example, a companys attorneys, accountants and consultants, a bank which lends money to the company, and the employees of such
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organizations. In addition, a person may become a temporary insider of a company which such person advises or for which person performs other services or with which such person has entered a special relationship. Generally, the company must expect the outsider to keep the disclosed nonpublic information confidential and the relationship must at least imply such a duty before the outsider will be considered to be an insider.
Information is generally considered to be material where there is a substantial likelihood that a reasonable investor would consider the information important in making his or her investment decisions. Material information can include but is not limited to information that is reasonably certain to have an effect (whether favorable or adverse) on the price of a companys securities. As you are aware from the newspaper headlines, a number of insider trading cases have involved trading in securities which were the subject of actual or impending tender offers, or communicating nonpublic information regarding a potential tender offer. A tender offer will usually be considered material by the regulators and the courts in most jurisdictions. Other information which might be considered material (depending on the attendant facts and circumstances) includes, but is certainly not limited to: changes in previously released earnings estimates, an important financing development, impending default on debt obligations, the acquisition or loss of a major contract, significant mineral discoveries, merger, acquisition or joint venture negotiations, plans for going private, recapitalizations, leveraged buyouts, spinoffs, liquidations, assets dispositions, corporate restructuring, and other events which investors would consider significant.
Note that information can be material even if it does not relate to a corporate development such as a restructuring or an acquisition. For example, in the 1987 case U.S. v. Carpenter , the Supreme Court considered as material certain information about the timing and content of forthcoming newspaper columns that had the potential of affecting the market price of the securities examined in the column. In that case, a Wall Street Journal reporter was found criminally liable for disclosing to others the dates that reports on various companies would appear in the Journal and whether those reports would be favorable or not. The determination of whether information is material may be second-guessed by the SEC or a court with the benefit of hindsight.
Information is nonpublic until 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 that is contained in a report filed with the regulators or that appears on a news service or in a publication such as the Asian Wall Street Journal or the New York Times or other publications of general circulation would generally be considered to have been communicated to the marketplace.
The penalties for trading on or communicating material nonpublic information in most jurisdictions (for example US, UK, Hong Kong and Singapore etc) are extremely severe in nature, both for the individuals involved in such unlawful conduct and for any person who at the time of such conduct directly or indirectly controlled the person who engaged in such conduct. A person can be subject to the penalties below even if she/he does not personally benefit from the violation. For instance in the US, possible penalties arising from public and private actions include:
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civil injunctions; |
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damages to contemporaneous traders on the opposite side of the market; |
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a civil penalty of up to three times the profit gained or loss avoided, whether or not such person actually personally benefited; |
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a civil penalty for the controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided as a result of the violators conduct; and |
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criminal fines of up to $1,000,000 for individuals and up to $2,500,000 for firms. |
In addition, any violation of the law or of these Policies and Procedures can be expected to result in serious sanctions, including dismissal of the person or persons involved.
The foregoing is a very brief and simple summary of what constitutes insider trading. If you have a question concerning insider trading or concerning the status of specific information in your possession, you should consult the Director/Officer of Compliance.
Procedures to implement LGMs Policy against Insider Trading
The following procedures have been established to aid the officers, directors and employees of LGM in avoiding insider trading and to aid LGM in preventing, detecting and imposing sanctions against employees who engage in insider trading. Every officer, director and employee of LGM must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability and criminal penalties.
A. | Identifying Insider Information |
Before trading for yourself or others, including accounts that you manage, ask yourself the following questions:
1. | Is this information material? Is this information that a reasonable investor would consider important in making an investment decision? Would this information affect the market price of the security if generally disclosed? |
2. | Do I have information about this company that is not publicly available? To whom has the information been provided? Has the information been publicly disseminated? |
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3. | How did I acquire this information? Did I acquire it in breach of a duty that I owe? Did I acquire the information from someone who had a duty not to disclose the information? Did I acquire the information which the understanding that I would not trade on the information or that I would keep it confidential? |
If, after consideration of the above, you believe that the information is material and nonpublic, or if you have questions as to whether the information is material and nonpublic, you should take the following steps:
1. | Consult with the Director/Officer of Compliance prior to effecting any transactions in the security. |
2. | Do not purchase or sell the security on behalf of yourself or others, including client accounts. |
3. | Do not recommend the purchase or sale of the security. |
4. | Do not communicate the information to another person. |
5. | After the matter has been reviewed, you will be instructed whether to continue any prohibition against trading and communication. |
B. | Restricting Access to Material Nonpublic Information |
Information in your possession that is material and nonpublic should not be communicated to anyone, including persons within LGM, except as provided above. In addition, care should be taken to ensure that such information is secure.
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