As filed with the Securities and Exchange Commission on August 25, 2016
1933 Act File No. 33-20673
1940 Act File No. 811-05514
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. 114 | x | |
and/or | ||
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |
x | |
Amendment No. 115 | x |
WILMINGTON FUNDS
(Exact Name of Registrant as Specified in Charter)
111 South Calvert Street, 26 th floor
Baltimore, Maryland 21202
(Address of Principal Executive Offices)
1-800-836-2211
(Registrants Telephone Number)
Michael D. Daniels
Wilmington Funds
111 South Calvert Street, 26 th floor
Baltimore, Maryland 21202
(Name and Address of Agent for Service)
Notices should be sent to the Agent for Service
With a copy to:
Alison Fuller, Esq.
Stradley Ronon Stevens & Young, LLP
1250 Connecticut Avenue, N.W., Suite 500
Washington, DC 20036
It is proposed that this filing will become effective:
¨ | immediately upon filing pursuant to paragraph (b) |
x | on August 31, 2016 pursuant to paragraph (b) |
¨ | 60 days after filing pursuant to paragraph (a) (i) |
¨ | on pursuant to paragraph (a) (i) |
¨ | 75 days after filing pursuant to paragraph (a)(ii) |
¨ | on pursuant to paragraph (a)(ii) of Rule 485. |
If appropriate, check the following box:
¨ | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
August 31, 2016
WILMINGTON FUNDS
Equity Funds
Wilmington Large-Cap Strategy Fund Class I (WMLIX)
Wilmington Multi-Manager International Fund Class A (GVIEX) / Class I (MVIEX)
Alternatives Fund
Wilmington Multi-Manager Alternatives Fund Class A (WRAAX) / Class I (WRAIX)
Asset Allocation Funds
Wilmington Multi-Manager Real Asset Fund Class A (WMMRX) / Class I (WMRIX)
Wilmington Strategic Allocation Conservative Fund Class A (WCAAX) / Class I (WCAIX)
Wilmington Strategic Allocation Moderate Fund Class A (ARBAX) / Class I (ARGIX)
Wilmington Strategic Allocation Aggressive Fund Class A (WAAAX) / Class I (WAAIX) |
Fixed Income Funds
Wilmington Intermediate-Term Bond Fund Class A (GVITX) / Class I (ARIFX)
Wilmington Broad Market Bond Fund Class A (AKIRX) / Class I (ARKIX)
Wilmington Short-Term Bond Fund Class A (MVSAX) / Class I (MVSTX)
Wilmington Municipal Bond Fund Class A (WTABX) / Class I (WTAIX)
Wilmington New York Municipal Bond Fund Class A (VNYFX) / Class I (VNYIX)
Money Market Funds
Wilmington U.S. Government Money Market Fund
Service Class (AGAXX) / Administrative Class (AIIXX)
Wilmington U.S. Treasury Money Market Fund
Service Class (VTSXX) / Administrative Class (ARMXX)
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Managed by Wilmington Funds Management Corporation (WFMC or the Advisor). These securities have not been approved or disapproved by the Securities and Exchange Commission, nor has the Securities and Exchange Commission determined whether this prospectus is accurate and complete. Any representation to the contrary is a criminal offense.
Wilmington Large-Cap Strategy Fund Summary | 1 | |||
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Wilmington Multi-Manager International Fund Summary | 4 | |||
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Wilmington Multi-Manager Alternatives Fund Summary | 8 | |||
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Wilmington Multi-Manager Real Asset Fund Summary | 15 | |||
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Wilmington Strategic Allocation Conservative Fund Summary | 21 | |||
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Wilmington Strategic Allocation Moderate Fund Summary | 26 | |||
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Wilmington Strategic Allocation Aggressive Fund Summary | 31 | |||
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Wilmington Intermediate-Term Bond Fund Summary | 36 | |||
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Wilmington Broad Market Bond Fund Summary | 39 | |||
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Wilmington Short-Term Bond Fund Summary | 42 | |||
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Wilmington Municipal Bond Fund Summary | 45 | |||
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Wilmington New York Municipal Bond Fund Summary | 49 | |||
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Wilmington U.S. Government Money Market Fund Summary | 53 | |||
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WILMINGTON LARGE-CAP STRATEGY FUND SUMMARY
The Fund seeks to achieve long-term capital appreciation.
This table describes the fees and expenses that you may pay if you buy and hold the Funds Class I Shares.
Shareholder Fees
(Fees paid directly from your investment)
Class I | ||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) |
None | |||
Maximum Deferred Sales Charge (Load) | None | |||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) | None | |||
Redemption Fee | None | |||
Exchange Fee | None |
Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
Class I | ||||
Management Fee | 0.50% | |||
Distribution and/or Service (12b-1) Fees | None | |||
Other Expenses | 0.39% | |||
Total Annual Fund Operating Expenses | 0.89% | |||
Fee Waivers and/or Expense Reimbursements(1) | (0.64)% | |||
Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement | 0.25% |
(1) | The Funds Advisor, distributor and shareholder services provider have agreed to waive their fees and/or reimburse expenses so that the total annual fund operating expenses paid by the Funds Class I Shares will not exceed 0.25%, not including the effects of acquired fund fees and expenses, taxes or other extraordinary expenses. This waiver may be amended or withdrawn after August 31, 2017, or with the agreement of the Funds Board of Trustees. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Funds Class I Shares 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 remain the same. The costs for the Fund reflect the net expenses of the Fund that result from the fee waiver/expense reimbursement in the first year only. Although your actual costs and returns
may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class I |
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Expenses assuming redemption |
$ | 26 | $ | 220 | $ | 430 | $ | 1,037 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent full fiscal year, the Funds portfolio turnover rate was 81% of the average value of the portfolio.
Principal Investment Strategies of the Fund
Under normal circumstances, the Fund invests at least 80% of the value of its net assets in a diversified portfolio of U.S. equity (or equity-related) securities of large-cap companies (primarily common stocks). Large-cap companies are companies that have a market capitalization at the time of purchase at least equal to that of the smallest company in the Russell 1000 Index ($290 million as of June 30, 2016), or at least equal to that of the smallest company expected to be included in the Russell 1000 Index after its next scheduled reconstitution.
The Funds investment advisor determines the tactical allocation of the Funds assets based on forecasts of asset risk and return profiles derived from a combination of fundamental, quantitative and macroeconomic inputs. The tactical allocations may be based on one or more factors, such as economic sector, industry, investment style (e.g., growth or value), market capitalization (e.g., mega-cap or large/midcap), or security valuation measure (e.g., price/earnings ratio). Currently, the investment advisors tactical allocation is based primarily on the economic sectors of the Funds benchmark index (Russell 1000 Index).
Once the investment advisor determines the tactical allocations, the sub-advisor uses quantitative models to construct a portfolio by investing in a representative sample of the securities in each sector of the benchmark index (or another index of large-capitalization companies) to which the investment adviser has made an allocation, weighted in accordance with that allocation. The return for each component of the portfolio is intended to correlate closely with the return for the corresponding component of the applicable benchmark index. The sub-advisor will use quantitative analytical tools to rebalance the portfolio and to make buy
PROSPECTUS / August 31, 2016 | 1 |
WILMINGTON LARGE-CAP STRATEGY FUND
and sell decisions on individual securities. There is no assurance that the sub-advisors investment performance will equal or exceed that of the benchmark index.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns include:
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Asset Allocation Risk . The Advisors tactical asset allocation decisions among various investments may not anticipate market trends successfully. The Advisor may make less than optimal or poor asset allocation decisions. The Advisor attempts to identify investment allocations that will provide consistent, quality performance for the Fund, but there is no guarantee that the allocation techniques will produce the desired results. You could lose money on your investment in the Fund as a result of these allocation decisions. |
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Growth Investing Risk . Due to their relatively high valuations, growth stocks are typically more volatile than value stocks. |
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Stock Market Risk . The value of equity securities in the Funds portfolio will fluctuate and, as a result, the Funds share price may decline suddenly or over a sustained period of time. |
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Value Investing Risk . Due to their relatively low valuations, value stocks are typically less volatile than growth stocks and therefore may lag behind growth stocks in an up market. |
As with any mutual fund investment, loss of money is a risk of investing. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
The returns presented for the Fund for periods prior to March 9, 2012 reflect the performance of a former series of WT Mutual Fund, also known as the Wilmington Large-Cap Strategy Fund (the Predecessor Fund). The Fund has adopted the performance of the Predecessor Fund as the result of a reorganization in which the Fund acquired all of the assets, subject to the liabilities, of the Predecessor Fund. The Fund and the Predecessor Fund have substantially similar investment goals and strategies.
The bar chart and table immediately following show the variability of the Funds returns and are meant to provide some indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year, with respect to its Class I Shares, and by showing how the Funds average annual total returns for 1, 5 and 10 years or the life of the Fund compare with those of a broad measure of market performance. The Funds past performance (before and after taxes) is not necessarily an indication
of how the Fund will perform in the future. Updated performance information is available at www.wilmingtonfunds.com.
Annual Total Returns Class I Shares
Best Quarter 15.31% 6/30/2009
Worst Quarter (23.06)% 12/31/2008 |
The Funds Class I Shares total return for the six-month period from January 1, 2016 to June 30, 2016 was 1.89%.
Average Annual Total Returns
(For the periods ended December 31, 2015)
1 Year | 5 Years | 10 Years | ||||||||||
Class I Shares |
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Return Before Taxes |
2.21% | 12.53% | 6.54% | |||||||||
Return After Taxes on Distributions |
0.35% | 11.53% | 5.92% | |||||||||
Return After Taxes on Distributions and Sale of Fund Shares |
2.81% | 10.01% | 5.28% | |||||||||
Russell 1000 Index (reflects no deduction for fees, expenses or taxes) |
0.92% | 12.44% | 7.40% |
After-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not
2 | August 31, 2016 / PROSPECTUS |
WILMINGTON LARGE-CAP STRATEGY FUND
reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds Fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan.
Investment Advisor
Wilmington Funds Management Corporation (WFMC)
Investment Sub-Advisor
Wilmington Trust Investment, Advisors, Inc. (WTIA)
Portfolio Managers | Title |
Service Date (with the Fund) |
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Matthew D. Glaser | Group Vice President and Head of Equity and Non-Traditional Investments at WTIA | 2016 | ||
Andrew H. Hopkins, CFA, CPA | Administrative Vice President and Director of Equity Research at WTIA | 2011 | ||
Karen Purzitsky, CFA | Vice President and Senior Quantitative Research Analyst at WTIA | 2015 |
Purchase and Sale of Fund Shares
Requests to purchase or redeem Fund Shares are processed on each day that the New York Stock Exchange (NYSE) is open for business. You may purchase or redeem Shares by contacting the Fund at 1-800-836-2211. If you invest through a financial intermediary, please contact that intermediary regarding purchase and redemption procedures.
Minimum Initial Investment Amount (Class I):* | $ | 1,000,000 | ||
Minimum Subsequent Investment Amount: | $ | 25 |
* | Other restrictions may apply. See Purchasing Shares in the Prospectus for further information. |
The minimum initial and subsequent investment amounts may be waived or lowered from time to time.
The distributions you receive from the Fund are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case your distributions generally will be taxed when withdrawn from the tax-deferred account.
Additional Payments to Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies (such as the Advisor) may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your sales person or visit your financial intermediarys website for more information.
PROSPECTUS / August 31, 2016 | 3 |
The Fund seeks to provide long-term capital appreciation, primarily through a diversified portfolio of non-U.S. equity securities.
This table describes the fees and expenses that you may pay if you buy and hold the Funds Class A Shares and Class I Shares. Acquired Fund Fees and Expenses are expenses incurred indirectly by the Fund through its ownership of shares in other investment companies, such as business development companies. Business development company expenses are similar to the expenses paid by any operating company held by the Fund. They are not direct costs paid by Fund shareholders and are not used to calculate the Funds net asset value. They have no impact on the costs associated with fund operations. Acquired Fund Fees and Expenses are not included in the Funds financial statements, which provide a clearer picture of a funds actual operating costs. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Wilmington Funds. More information about these and other discounts is available from your financial professional, in the Funds prospectus in the section entitled How are shares priced?.
Shareholder Fees
(Fees paid directly from your investment)
Class A | Class I | |||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) |
5.50% | None | ||||||
Maximum Deferred Sales Charge (Load) | None | None | ||||||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) | None | None | ||||||
Redemption Fee | None | None | ||||||
Exchange Fee | None | None |
Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
Class A | Class I | |||||||
Management Fee | 0.95% | 0.95% | ||||||
Distribution and/or Service (12b-1) Fees | 0.25% | None | ||||||
Other Expenses | 0.57% | 0.57% | ||||||
Acquired Fund Fees and Expenses | 0.03% | 0.03% | ||||||
Total Annual Fund Operating Expenses | 1.80% | 1.55% | ||||||
Fee Waivers and/or Expense Reimbursements(1) | (0.46)% | (0.34)% | ||||||
Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement | 1.34% | 1.21% |
(1) | The Funds Advisor, distributor and shareholder services provider have agreed to waive their fees and/or reimburse expenses so that the total annual fund operating expenses paid by the Funds Class A Shares and Class I Shares will not exceed 1.31% and 1.18%, respectively, not including the effects of acquired fund fees and expenses, taxes or extraordinary expenses. This waiver may be amended or withdrawn after August 31, 2017, or with the agreement of the Funds Board of Trustees. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Funds Class A Shares and Class I Shares 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 remain the same. The costs for the Fund reflect the net expenses of the Fund that result from the fee waiver/expense reimbursement in the first year only. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class A |
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Expenses assuming redemption |
$ | 679 | $ | 1,043 | $ | 1,431 | $ | 2,514 | ||||||||
Class I |
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Expenses assuming redemption |
$ | 123 | $ | 456 | $ | 813 | $ | 1,817 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 71% of the average value of the portfolio.
Principal Investment Strategies of the Fund
The Fund seeks to achieve its investment goal by investing substantially all, but under normal circumstances not less than 80%, of the value of its net assets in a diversified portfolio of foreign securities, including common stocks of large-cap and small-cap companies, preferred stocks, convertible securities, emerging markets securities and exchange-traded funds (ETFs). Some of the foreign securities may be from emerging markets. The Fund invests primarily in the equity markets listed in the Morgan Stanley Capital International All Country World Index ex US (MSCI ACWI ex-US Net) Index, the benchmark against which the Fund measures the performance of its portfolio.
4 | August 31, 2016 / PROSPECTUS |
WILMINGTON MULTI-MANAGER INTERNATIONAL FUND
The Fund may also invest in forward currency exchange contracts to achieve allocation strategies. The Advisor seeks to achieve the Funds investment goal by allocating the Funds assets (in an arrangement known as a multi-manager structure) among a number of sub-advisors with experience in managing international investment strategies. The Advisor engages Wilmington Trust Investment Advisors, Inc. (WTIA) to assist in the identification and selection of sub-advisors and in the portfolio construction process.
The Advisor and WTIA utilize a blended style of investing by allocating and reallocating for investment management purposes varying portions of the portfolio among the Funds sub-advisors.
Each sub-advisor has complete discretion to invest its portion of the Funds assets as it deems appropriate within the constraints of the Funds investment goal, strategies and restrictions. A sub-advisor may sell (or close a position in) a security when it determines that a particular security has reached a target price or target yield, or that the reasons for maintaining that position are no longer valid.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns include:
|
Asset Allocation Risk . The investment advisors asset allocation decisions among various investments may not anticipate market trends successfully. The investment advisor may make less than optimal or poor asset allocation decisions. The investment advisor attempts to identify investment allocations that will provide consistent, quality performance for the Fund, but there is no guarantee that the allocation techniques will produce the desired results. It is possible that the investment advisor will focus on an investment that performs poorly or underperforms other investments under various market conditions. You could lose money on your investment in the Fund as a result of these allocation decisions. |
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Company Size Risk . The smaller companies in which the Fund may invest may have unproven track records, a limited product or service base, limited access to capital, and other attributes that can cause their share prices to fluctuate, and they may be more likely to fail than larger companies. Therefore, smaller companies may entail greater risks for investors than larger companies. |
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Currency Risk . Securities denominated in foreign currencies may be adversely affected by changes in currency rates and by substantial currency conversion costs. |
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Emerging Market Countries Risk . Securities issued or traded in emerging markets generally entail greater risks than securities issued or traded in developed markets. |
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Exchange Traded Funds (ETFs) Risk . An investment in an ETF generally presents the same primary |
risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment objectives, strategies, and policies. The price of an ETF can fluctuate up or down, and the Fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs may be subject to the following risks that do not apply to conventional funds: (i) the market price of an ETFs shares may trade above or below their net asset value; (ii) an active trading market for an ETFs shares may not develop or be maintained; or (iii) trading of an ETFs shares may be halted if the listing exchanges officials deem such action appropriate, the shares are delisted from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally. |
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Foreign Investing Risks . Economic, political or regulatory conditions may be less favorable, and markets may be less liquid, less transparent and more volatile, in foreign countries, and in particular in emerging markets, than in the United States. Currency fluctuations may reduce investment gains or add to investment losses. |
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Forward Currency Exchange Contract Risk . A forward foreign currency exchange contract is an agreement to buy or sell a specific currency at a future date and at a price set at the time of the contract. Forward foreign currency exchange contracts may reduce the risk of a loss from a change in value of a currency, but they also limit any potential gains, do not protect against fluctuations in the value of the underlying position and are subject to counterparty risk. |
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Growth Investing Risk . Due to their relatively high valuations, growth stocks are typically more volatile than value stocks. |
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Multi-Manager Risk . The investment styles employed by sub-advisors may not be complementary. The multi-manager approach could result in a high level of portfolio turnover, resulting in higher brokerage expenses and increased tax liability from the Funds realization of capital gains. |
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Stock Market Risk . The value of equity securities in the Funds portfolio will fluctuate and, as a result, the Funds share price may decline suddenly or over a sustained period of time. |
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Value Investing Risk . Due to their relatively low valuations, value stocks are typically less volatile than growth stocks and therefore may lag behind growth stocks in an up market. |
As with any mutual fund investment, loss of money is a risk of investing. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
PROSPECTUS / August 31, 2016 | 5 |
WILMINGTON MULTI-MANAGER INTERNATIONAL FUND
The returns presented for the Fund for periods prior to March 9, 2012 reflect the performance of a former series of WT Mutual Fund, also known as Wilmington Multi-Manager International Fund (the Predecessor Fund). The Fund has adopted the performance of the Predecessor Fund as the result of a reorganization in which the Fund acquired all of the assets, subject to the liabilities, of the Predecessor Fund. The Fund and the Predecessor Fund have substantially similar investment goals and strategies.
The bar chart and table immediately following show the variability of the Funds returns and are meant to provide some indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year, with respect to its Class I Shares, and by showing how the Funds average annual total returns for 1, 5 and 10 years or the life of the Fund compare with those of broad measures of market performance. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at www.wilmingtonfunds.com.
Annual Total Returns Class I Shares
Best Quarter 25.70% 6/30/2009
Worst Quarter (22.28)% 12/31/2008 |
The Funds Class I Shares total return for the six-month period from January 1, 2016 to June 30, 2016 was (0.01)%. The average annual total returns in the table below do include the maximum Class A sales charge of 5.50%, which is normally deducted when you purchase shares.
Average Annual Total Returns
(For the periods ended December 31, 2015)
1 Year | 5 Years | 10 Years | ||||||||||
Class I Shares |
||||||||||||
Return Before Taxes |
(4.34)% | (0.07)% | 2.12% | |||||||||
Return After Taxes on Distributions |
(4.67)% | (0.29)% | 1.37% | |||||||||
Return After Taxes on Distributions and Sale of Fund Shares |
(2.16)% | 0.11% | 2.01% | |||||||||
Class A Shares |
||||||||||||
Return Before Taxes |
(9.88)% | (1.38)% | 1.34% | |||||||||
MSCI ACWI ex-US Net Index (reflects no deductions for fees, expenses or taxes) |
(5.66)% | 1.06% | 2.92% |
After-tax performance is presented only for Class I Shares of the Fund. The after-tax returns for other Fund classes may vary. Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds Fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan.
Investment Advisor
Wilmington Funds Management Corporation
Investment Sub-Advisors
Wilmington Trust Investment Advisors, Inc. (WTIA), Dimensional Fund Advisors LP (Dimensional), J O Hambro Capital Management Limited (JOHCM), LSV Asset Management (LSV), Northern Cross LLC (Northern Cross), Oberweis Asset Management, Inc. (Oberweis) and Parametric Portfolio Associates LLC (Parametric).
Portfolio Managers | Title |
Service Date
(with the Fund) |
||
Mathew D. Glaser | Group Vice President and Head of Equity and Non-Traditional Investments at WTIA | 2016 | ||
Clement K. Miller, CFA | Administrative Vice President and Portfolio Manager at WTIA | 2012 | ||
Joseph H. Chi, CFA | Co-Head of Portfolio Management and Senior Portfolio Manager at Dimensional | 2012 |
6 | August 31, 2016 / PROSPECTUS |
WILMINGTON MULTI-MANAGER INTERNATIONAL FUND
Portfolio Managers | Title |
Service Date
(with the Fund) |
||
Jed S. Fogdall | Co-Head of Portfolio Management and Senior Portfolio Manager at Dimensional | 2012 | ||
Henry F. Gray |
Vice President and
Head of Global Equity Trading at Dimensional |
2012 | ||
Mary Phillips, CFA | Senior Portfolio Manager at Dimensional | 2015 | ||
Bhanu Singh | Head of Asia Pacific Portfolio Management and Vice President at Dimensional | 2015 | ||
Christopher Lees, CFA | Senior Fund Manager of Global and International Strategies at JOHCM | 2014 | ||
Nudgem Richyal, CFA | Senior Fund Manager of Global and International Strategies at JOHCM | 2014 | ||
Puneet Mansharamani, CFA | Partner and Senior Quantitative Analyst at LSV | 2006 | ||
Josef Lakonishok |
Partner, Chief Executive Officer and Chief Investment Officer
at LSV |
2005 | ||
Menno Vermeulen, CFA | Partner and Quantitative Analyst at LSV | 2005 | ||
Guy Lakonishok, CFA | Partner and Quantitative Analyst at LSV | 2014 | ||
Greg Sleight | Partner and Senior Quantitative Analyst at LSV | 2014 | ||
Howard Appleby, CFA | Principal at Northern Cross | 2012 | ||
Jean-Francois Ducrest | Principal at Northern Cross | 2012 | ||
James LaTorre, CFA | Principal at Northern Cross | 2012 | ||
Ralf Scherschmidt | Principal and Portfolio Manager at Oberweis | 2013 | ||
Paul Bouchey | Chief Investment Officer at Parametric Seattle Investment Center | 2014 | ||
Thomas C. Seto | Head of Investment Management at Parametric Seattle Investment Center | 2012 | ||
Timothy Atwill | Head of Investment Strategy at Parametric Seattle Investment Center | 2014 |
Purchase and Sale of Fund Shares
Requests to purchase or redeem Fund Shares are processed on each day that the New York Stock Exchange (NYSE) is open for business. You may purchase or redeem Shares by contacting the Fund at 1-800-836-2211. If you invest through a financial intermediary, please contact that intermediary regarding purchase and redemption procedures.
Minimum Initial Investment Amount (Class A):* | $ | 1,000 | ||
Minimum Initial Investment Amount (Class I):* | $ | 1,000,000 | ||
Minimum Subsequent Investment Amount: | $ | 25 |
* | Other restrictions may apply. See Purchasing Shares in the Prospectus for further information. |
The minimum initial and subsequent investment amounts may be waived or lowered from time to time.
The distributions you receive from the Fund are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case your distributions generally will be taxed when withdrawn from the tax-deferred account.
Additional Payments to Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies (such as the Advisor) may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your sales person or visit your financial intermediarys website for more information.
PROSPECTUS / August 31, 2016 | 7 |
The Fund seeks to achieve long-term growth of capital through consistent returns from investments that have a low correlation to traditional asset classes.
This table describes the fees and expenses that you may pay if you buy and hold the Funds Class A Shares and Class I Shares. Acquired Fund Fees and Expenses are expenses incurred indirectly by the Fund through its ownership of shares in other investment companies, such as business development companies. Business development company expenses are similar to the expenses paid by any operating company held by the Fund. They are not direct costs paid by Fund shareholders and are not used to calculate the Funds net asset value. They have no impact on the costs associated with fund operations. Acquired Fund Fees and Expenses are not included in the Funds financial statements, which provide a clearer picture of a funds actual operating costs. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Wilmington Funds. More information about these and other discounts is available from your financial professional, in the Funds prospectus in the section entitled How are shares priced?.
Shareholder Fees
(Fees paid directly from your investment)
Class A | Class I | |||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) |
5.50% | None | ||||||
Maximum Deferred Sales Charge (Load) | None | None | ||||||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) | None | None | ||||||
Redemption Fee | None | None | ||||||
Exchange Fee | None | None |
Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
Class A | Class I | |||||||
Management Fee | 1.76% | 1.76% | ||||||
Distribution and/or Service (12b-1) Fees | 0.25% | None | ||||||
Other Expenses | ||||||||
Dividend and Interest Expense on Short Positions |
0.31% | 0.31% | ||||||
All Remaining Other Expenses |
0.57% | 0.57% | ||||||
Acquired Fund Fees and Expenses | 0.28% | 0.28% | ||||||
Total Annual Fund Operating Expenses | 3.17% | 2.92% | ||||||
Fee Waivers and/or Expense Reimbursements(1) | (0.43)% | (0.43)% | ||||||
Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement | 2.74% | 2.49% |
(1) | The Funds Advisor, distributor and shareholder services provider have agreed to waive their fees and/or reimburse expenses so that total annual fund operating expenses paid by the Fund's Class A and Class I Shares will not exceed 2.15% and 1.90%, respectively, not including the effects of dividends or interest on short positions, acquired fund fees and expenses, taxes, or other extraordinary expenses. This waiver may be withdrawn after August 31, 2017, or with the agreement of the Fund's Board of Trustees. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Funds Class A Shares and Class I Shares 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 remain the same. The costs for the Fund reflect the net expenses of the Fund that result from the fee waiver/expense reimbursement in the first year only. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class A |
||||||||||||||||
Expenses assuming redemption |
$ | 812 | $ | 1,436 | $ | 2,083 | $ | 3,807 | ||||||||
Class I |
||||||||||||||||
Expenses assuming redemption |
$ | 252 | $ | 863 | $ | 1,500 | $ | 3,212 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 387% of the average value of its portfolio.
Principal Investment Strategies of the Fund
The Funds Advisor seeks to achieve the Funds investment goal by allocating the Funds assets (in an arrangement known as a multi-manager structure) among a number of sub-advisors with experience in managing alternative or non-traditional investment strategies. The Advisor engages Wilmington Trust Investment Advisors, Inc. (WTIA) to assist in the identification and selection of sub-advisors and in the portfolio construction process.
The Advisor and WTIA may allocate and reallocate for investment management purposes varying portions of the portfolio among the Funds sub-advisors. When making
8 | August 31, 2016 / PROSPECTUS |
WILMINGTON MULTI-MANAGER ALTERNATIVES FUND
these allocation decisions, WTIA considers, among other things, the current macroeconomic outlook, relative valuation levels and volatility in the equity, fixed income and commodities markets, market flows and market liquidity, and information relating to business cycles. The sub-advisors may use one or a combination of the following investment strategies:
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Commodities: A commodities strategy seeks exposure to the performance of the commodities markets and/or exposure to a long/short strategy that is based on commodity trends. |
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Convertible Arbitrage: A convertible arbitrage strategy seeks to take advantage of pricing inefficiencies of the embedded option in a convertible bond. To implement a convertible arbitrage strategy, a sub-advisor may purchase a portfolio of convertible bonds, and hedge a portion of the equity risk, interest rate and credit risk of the bonds by selling the underlying common stock short. |
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Event-Driven: An event-driven strategy seeks to profit from potential mispricings of securities related to a specific corporate or market event, such as mergers, bankruptcies, financial or operational stress, restructurings, asset sales, recapitalizations, spin-offs, litigation, and regulatory and legislative changes, as well as other types of corporate events. |
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Long-Only: A long-only strategy seeks to profit from investing in securities that are expected to appreciate in value. |
|
Long/Short Equity: A long/short equity strategy typically seeks to profit from investing on both the long and short sides of the equity market. |
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Long/Short Credit, Fixed Income, and Distressed Debt: Long/short credit, fixed income, and distressed debt strategies typically focus primarily in debt securities of domestic and foreign (including emerging market) governments, government-related agencies, and companies of all maturities and credit qualities, including corporate bonds, bank loans and distressed debt, and mortgage-backed securities. Typical credit-related investment strategies involve a long/short or event-driven style similar to those described above in Event-Driven and Long/Short Equity. |
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Long/Short Foreign Currency: A long/short foreign currency strategy typically seeks to profit from investing in positions on both the long and short sides of major foreign currencies. |
|
Market Neutral: A market neutral strategy seeks to keep exposure to overall market risk very low by combining long and short equity positions. To implement a market neutral strategy, a sub-advisor typically takes long positions in stocks that it believes are undervalued and takes short positions in stocks that it believes are overvalued. |
|
Merger Arbitrage: A merger arbitrage strategy is a form of event-driven strategy. A sub-advisor implementing a |
merger arbitrage strategy typically invests simultaneously in long and short positions in both companies involved in a merger or acquisition. A sub-advisor typically purchases the stock of the acquired company and shorts the stock of the acquiring company. |
|
Pairs Trading: A pairs trading strategy typically seeks to match a long position with a short position in two securities of the same sector. Certain securities, often competitors in the same sectors, are sometimes correlated in their day-to-day price movements. If the performance link breaks down, i.e. one stock trades up while the other trades down, a sub-advisor may sell the outperforming stock and buy the underperforming one, based on the assumption that the spread between the two would eventually converge. |
The sub-advisors implement the various investment strategies by investing in a wide variety of securities and financial instruments available in both U.S. and non-U.S. markets. The sub-advisors may invest the Funds assets in the following securities and financial instruments: convertible securities; debt securities of any credit quality and maturity, including non-investment grade securities (junk bonds); derivatives, including commodity-linked derivatives, credit or equity-linked instruments, forward contracts, forward currency exchange contracts, futures, options, options on futures, structured notes and swap agreements; equity securities; exchange traded notes (ETNs); investment companies, including exchange traded funds (ETFs); master limited partnerships (MLPs); mortgage backed and asset backed securities; other pooled investment vehicles; preferred stock; and repurchase agreements. WFMC and WTIA may directly invest a portion of the Funds assets.
Each sub-advisor has complete discretion to invest its portion of the Funds assets as it deems appropriate within the constraints of the Funds investment goal, strategies and restrictions. A sub-advisor may sell (or close a position in) a security when it determines that a particular security has reached a target price or target yield, or that the reasons for maintaining that position are no longer valid. The Fund may engage in active and frequent trading as part of its principal investment strategy.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns include:
|
Active Trading Risk . The Fund may trade securities actively, which could increase its transaction costs (thereby lowering its performance and increasing the amount of taxes that you pay). |
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Arbitrage Risk . The risk that securities purchased pursuant to an arbitrage strategy that intended to take advantage of the perceived relationship between the value of two securities may not perform as expected. |
PROSPECTUS / August 31, 2016 | 9 |
WILMINGTON MULTI-MANAGER ALTERNATIVES FUND
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Asset Allocation Risk . The Advisors asset allocation decisions among various investments and investment strategies, including equity securities and fixed income securities, may not anticipate market trends successfully. The Advisors allocation decisions may result in returns with a stronger-than-desired correlation to traditional asset classes. The Advisor may make less than optimal or poor asset allocation decisions. The Advisor attempts to identify investment allocations that will provide consistent, quality performance for the Fund, but there is no guarantee that the allocation techniques will produce the desired results. You could lose money on your investment in the Fund as a result of these allocation decisions. |
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Commodity-Linked Derivative Investment Risk . The value of a commodity-linked derivative investment typically is based on the price movements of a physical commodity (such as heating oil, livestock, or agricultural products), commodity index, or some other readily measurable economic variable that is dependent upon changes in the value of commodities or the commodities markets. The value of these securities will rise or fall in response to changes in the underlying commodity or related benchmark. To the extent that the Fund invests in such derivative instruments, the Fund will be exposed economically to movements in commodity prices. |
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Commodity Tax Risk . The Funds ability to invest in certain instruments such as commodity-linked derivatives may be adversely affected by changes in legislation, regulations or other legally binding authority. Pursuant to the Internal Revenue Code, the Fund must derive at least 90% of its gross income from qualifying sources to qualify as a regulated investment company. Gains from the disposition of commodities are not considered qualifying income for this purpose. Additionally, the Internal Revenue Service has issued a revenue ruling which holds that income derived from commodity-linked swaps is not qualifying income. As a result, the Funds ability to directly invest in commodity-linked swaps as part of its investment strategy is limited to a maximum of 10% of its gross income. Failure to comply with the restrictions in the Internal Revenue Code and any future legislation or guidance may cause the Fund to fail to qualify as a regulated investment company which may adversely impact a shareholders return. Alternatively, the Fund may forego those investments which could adversely affect the ability of the Fund to achieve its investment goal. |
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Convertible Securities Risk . Convertible securities are subject to the risks typically associated with debt securities, such as interest rate risk and credit risk. Convertible securities also react to changes in the value of the common stock into which they convert, and are thus subject to market risk. The Fund may be forced to convert a convertible security before it otherwise would choose to do so, which may decrease the Funds return. |
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Counterparty Risk . When the Fund invests in financial instruments that involve counterparties, the Fund is exposed to risks associated with the credit quality of the counterparty or the ability of the counterparty to pay the Fund. Such instruments can provide exposure to a particular group of securities, index or asset class without the Fund actually purchasing those securities or investments. The Funds use of such financial instruments, including swap agreements and structured notes, involves risks that are different from those associated with ordinary portfolio securities transactions. For example, if a swap agreement counterparty defaults on its payment obligations to the Fund, this default will cause the value of your investment in the Fund to decrease. |
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Credit Default Swap Risk . The Fund may enter into credit default swap agreements. A credit default swap agreement is an agreement between two parties: a buyer of credit protection and a seller of credit protection. The Fund may be either the buyer of credit protection against a designated event of default, restructuring or other credit- related event (each a Credit Event) or the seller of credit protection in a credit default swap. The buyer in a credit default swap agreement is obligated to pay the seller a periodic stream of payments over the term of the swap agreement. If no Credit Event occurs, the seller of credit protection will have received a fixed rate of income throughout the term of the swap agreement. If a Credit Event occurs, the seller of credit protection must pay the buyer of credit protection the full notional value of the reference obligation either through physical settlement or cash settlement. If no Credit Event occurs, the buyer of credit protection will have made a series of periodic payments through the term of the swap agreement. However, if a Credit Event occurs, the buyer of credit protection will receive the full notional value of the reference obligation either through physical settlement or cash settlement from the seller of credit protection. A credit default swap may involve greater risks than if the Fund invested directly in the underlying reference obligations. For example, a credit default swap may increase the Funds credit risk because it has exposure to both the issuer of the underlying reference obligation and the counterparty to the credit default swap. In addition, credit default swap agreements may be difficult to value depending on whether an active market exists for the credit default swaps in which the Fund invests. |
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Credit Risk . There is a possibility that issuers of securities in which the Fund (and any underlying fund) invests may default in the payment of interest or principal on the securities when due, which would cause the Fund to lose money. |
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Derivative Securities Risk . The risk that the Funds use of derivatives will cause losses (1) due to the unexpected effect of market movements on a derivatives price; (2) because the derivatives do not perform as anticipated; (3) because the derivatives are not correlated with the |
10 | August 31, 2016 / PROSPECTUS |
WILMINGTON MULTI-MANAGER ALTERNATIVES FUND
performance of other investments which they are used to hedge; or (4) if the Fund is unable to liquidate a position because of an illiquid secondary market. |
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Derivatives Securities Tax Risk . Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Funds taxable income or gains, and may limit or prevent the Fund from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Fund to change its investment strategy. To the extent that the Fund uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Fund may not realize the intended benefits. There is also the risk that during adverse market conditions, an instrument which would usually operate as a hedge provides no hedging benefits at all. The Funds use of derivatives may be limited by the requirements for taxation of the Fund as a regulated investment company. |
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Distressed Securities Risk . The Funds investment in distressed securities may involve a higher degree of credit risk, price volatility and liquidity risk. These instruments, which involve loans, loan participations, bonds, notes, and non-performing and sub-performing mortgage loans, typically are unrated, lower-rated, in default or close to default. Valuing such instruments may be difficult and the Fund may lose all of its investment. |
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Exchange Traded Funds (ETFs) Risk . An investment in an ETF generally presents the same primary risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment goals, strategies, and policies. The price of an ETF can fluctuate up or down, and a Fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs may be subject to the following risks that do not apply to conventional funds: (i) the market price of an ETFs shares may trade above or below their net asset value; (ii) an active trading market for an ETFs shares may not develop or be maintained; or (iii) trading of an ETFs shares may be halted if the listing exchanges officials deem such action appropriate, the shares are delisted from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally. |
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Exchange Traded Notes (ETNs) Risk . The value of ETNs, which combine features of ETFs and bonds, depends on the performance of the index or other asset underlying the ETN and the creditworthiness of the ETNs issuer. Unlike ETFs, ETNs are not structured as investment companies and, unlike bonds, they may have no periodic interest payments. ETNs are not secured by any collateral. |
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Event-Driven Trading Risk . Event-driven trading involves the risk that the special situation may not occur as anticipated, in which case the Fund may realize losses. |
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Foreign Investing Risk . Economic, political or regulatory conditions may be less favorable, and markets may be less liquid, less transparent and more volatile, in foreign countries, and in particular emerging markets, than in the United States. Currency fluctuations may reduce investment gains or add to investment losses. |
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Forward Currency Exchange Contract Risk . A forward foreign currency exchange contract is an agreement to buy or sell a specific currency at a future date and at a price set at the time of the contract. Forward foreign currency exchange contracts may reduce the risk of loss from a change in value of a currency, but they also limit any potential gains, do not protect against fluctuations in the value of the underlying position and are subject to counterparty risk. |
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Information Risk. When the quantitative analytical tools (Tools) and information and data (Data) used in managing the Fund prove to be incorrect or incomplete, any investment decisions made in reliance on the Tools and Data may not produce the desired results and the Fund may realize losses. |
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Interest Rate Risk . The risk posed by the fact that prices of fixed income securities rise and fall inversely in response to interest rate changes. For instance, a rise in interest rate causes a fall in the value of a fixed income security. In addition, this risk increases with the length of the maturity of the fixed income security. Accordingly, the yield earned by the Fund will vary with changes in interest rates. Also, when interest rates fall, the price of mortgage-backed securities may not rise to as great an extent as that of other fixed income securities. Duration is a measure of the expected life of a debt security that is used to determine the sensitivity of the securitys price to changes in interest rates. Generally, the longer the Funds duration, the more sensitive the Fund will be to changes in interest rates. |
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Leverage Risk . The risk associated with securities transactions or practices that multiply small market movements into larger changes in value. The Fund derives substantially all of its commodities exposure from its investment in derivatives and other financial instruments that provide leveraged exposure. The Funds investment in these instruments generally requires a small investment relative to the amount of investment exposure assumed. As a result, such investments may give rise to losses that exceed the amount invested in those instruments. Because such instruments are an integral part of the Funds investment strategy, the use of such instruments may expose the Fund to potentially dramatic losses or gains in the value of its portfolio. The cost of investing in such instruments generally increases as interest rates increase, which will lower the Funds return. |
PROSPECTUS / August 31, 2016 | 11 |
WILMINGTON MULTI-MANAGER ALTERNATIVES FUND
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Liquidity Risk . The risk that certain securities or other instruments, such as derivatives, may be difficult or impossible for the Fund to sell or dispose of at the price at which the Fund has valued the security. |
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Master Limited Partnerships (MLPs) Risk . Investing in MLPs entails risks related to fluctuations in energy prices, decreases in the supply of, or demand for, energy commodities, decreases in demand for MLPs in rising interest rate environments, unique tax consequences due to the partnership structure and potentially limited liquidity. |
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Mortgage-Backed and Asset-Backed Securities Risk . Through its investments in mortgage-backed securities, the Fund may have some exposure to subprime loans, as well as to the mortgage and credit markets generally. Subprime loans, which are loans made to borrowers with weakened credit histories, have had in many cases higher default rates than loans that meet government underwriting requirements. The credit quality of most asset-backed securities depends primarily on the credit quality of the assets underlying such securities, how well the entity issuing the security is insulated from the credit risk of the originator or any other affiliated entities, and the amount and quality of any credit enhancement of the securities. |
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Multi-Manager Risk . The investment styles employed by sub-advisors may not be complementary. The multi-manager approach could result in a high level of portfolio turnover, resulting in higher brokerage expenses and increased tax liability from the Funds realization of capital gains. |
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Natural Resources Risk . Investments in companies that own or develop natural resources (e.g., exploring, mining, refining), or supply goods and services to such companies (e.g., drilling, processing, transporting, fabricating), expose the Fund to the greater volatility of the markets for these companies products, and to international economic, political and regulatory influences that frequently affect the operation of these companies. |
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Non-Investment Grade Securities (Junk Bonds) Risk . High-yield bonds, which are rated below investment grade and are typically referred to as junk bonds, are generally more exposed to credit risk than investment grade securities. These securities are generally higher yielding and higher-risk than investment grade fixed income securities and are issued by entities whose ability to pay interest and principal on the debt in a timely manner is considered questionable. |
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Options and Futures Risk . When options are purchased over the counter, the Fund bears the risk that the counter-party that wrote the option will be unable or unwilling to perform its obligations under the option contract. Such options may also be illiquid, and in such cases, the Fund may have difficulty closing out its position. The risks associated with futures include: the potential inability to terminate or sell a position, the lack of a liquid secondary |
market for the Funds position and the risk that the counterparty to the transaction will not meet its obligations. |
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Over-the-Counter (OTC) Trading Risk . Certain of the derivatives in which the Fund may invest, including swap agreements, may be traded (and privately negotiated) in the OTC market. While the OTC derivatives market is the primary trading venue for many derivatives, it is largely unregulated. As a result and similar to other privately negotiated contracts, the Fund is subject to counterparty risk with respect to such derivatives contracts. |
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Preferred Stocks Risk . Unlike interest payments on debt securities, dividend payments on a preferred stock typically must be declared by the issuers board of directors. In addition, in the event an issuer of preferred stock experiences economic difficulties, the issuers preferred stock may lose substantial value due to the reduced likelihood that the issuers board of directors will declare a dividend and the fact that the preferred stock may be subordinated to other securities of the same issuer. |
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Prepayment Risk . The risk that a mortgage-backed or other asset-backed security may be paid off and proceeds delivered to the Fund earlier than anticipated. Prepayment risk is more prevalent during periods of falling interest rates. |
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Repurchase Agreements Risk . A repurchase agreement exposes the Fund to the risk that the party that sells the security may default on its obligation to repurchase it. The Fund may lose money if it cannot sell the security at the agreed-upon time and price or the security loses value before it can be sold. |
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Short Sale Risk . Short selling a security involves selling a borrowed security with the expectation that the value of the security will decline, so that the security may be purchased at a lower price when returning the borrowed security. The risk for loss on short selling is greater than the original value of the securities sold short because the price of the borrowed security may rise, thereby increasing the price at which the security must be purchased. Government actions also may affect the Funds ability to engage in short selling. |
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Stock Market Risk . The value of equity securities in the Funds portfolio will fluctuate and, as a result, the Funds share price may decline suddenly or over a sustained period of time. |
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Structured Note Risk . The value of these notes will rise or fall in response to changes in the underlying commodity or related index. These notes expose the Fund to movements in commodity prices. These notes also are subject to risks, such as credit, market and interest rate risks, that in general affect the values of debt securities. These notes are often leveraged, increasing the volatility of each notes market value relative to changes in the underlying commodity, commodity futures contract or commodity index. Therefore, at the maturity of |
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the note, the Fund may receive more or less principal than it originally invested. The Fund might receive interest payments on the note that are more or less than the stated coupon interest payments. |
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Swap Agreement Risk . With respect to an uncleared swap (i.e., negotiated bilaterally and traded OTC between the two parties), 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. Under certain market conditions, swap agreements also may be considered to be illiquid. In addition, the Fund may enter into swap agreements that involve a limited number of counterparties, which may increase the Funds exposure to counterparty credit risk. Further, there is a risk that no suitable counterparties are willing to enter into, or continue to enter into, transactions with the Fund and, as a result, the Fund may not be able to achieve its investment goal. In the case of a cleared swap (i.e., transacted through a futures commission merchant (an FCM) and cleared through a clearinghouse that serves as a central counterparty (e.g., certain credit default swaps)), there is also a risk of loss by the Fund of the margin deposits posted with the FCM in the event of the FCMs bankruptcy and whether the Fund has an open position in the swap contract. |
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Underlying Funds Risk . The investment performance of the Fund is affected by the investment performance of the underlying funds in which it invests. The ability of the Fund to achieve its investment goal depends on the ability of the underlying funds to meet their investment goals and on the decisions of WFMC, as investment advisor, regarding the allocation of the Funds assets among the underlying funds. There can be no assurance that the investment goal of the Fund or any underlying fund will be achieved. Through its investments in underlying funds, the Fund is subject to the risks of the underlying funds investments. Certain of the risks of the underlying funds investments are described above. In addition, both the Fund and the underlying funds in which it invests bear fees and expenses, so investment in the Fund may be subject to certain duplicate expenses. The Advisor is subject to certain conflicts of interest in choosing the underlying funds in which the Fund may invest. |
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Valuation Risk . The risk that the Fund has valued certain of its securities at a higher price than it can sell them. |
As with any mutual fund investment, loss of money is a risk of investing. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency.
The bar chart and table immediately following show the variability of the Funds returns and are meant to provide some indication of the risks of investing in the Fund by
showing changes in the Funds performance from year to year (to the extent applicable), with respect to its Class A Shares, and by showing how the Funds average annual total returns for 1 year and the life of the Fund compare with those of a broad measure of market performance. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at www.wilmingtonfunds.com.
Annual Total Returns Class A Shares
Best Quarter 3.63% 3/31/13
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Worst Quarter (3.12)% 9/30/15 |
The Funds Class A Shares total return for the six-month period from January 1, 2016 to June 30, 2016 was (2.96)%. The maximum Class A sales charge of 5.50%, which is normally deducted when you purchase shares, is not reflected in the best quarter/worst quarter returns or in the bar chart. If this fee were included, the returns would be less than those shown. The average annual total returns in the table below do include the sales charge.
Average Annual Total Returns
(For the periods ended December 31, 2015)
1 Year | 5 Years |
10
Years
or Life of Fund |
||||||||||
Class A Shares |
||||||||||||
Return Before Taxes |
(8.26)% | | 0.45% | * | ||||||||
Return After Taxes on Distributions |
(9.07)% | | 0.00% | * | ||||||||
Return After Taxes on Distributions and Sale of Fund Shares |
(4.59)% | | 0.24% | * | ||||||||
Class I Shares |
||||||||||||
Return Before Taxes |
(2.69)% | | 2.13% | * | ||||||||
HFRX Global Hedge Fund Index |
(3.64)% | | 1.20% |
* | Class A & I Shares Commenced operations on January 12, 2012. |
After-tax performance is presented only for Class A Shares of the Fund. The after-tax returns for other Fund classes may vary. Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table.
PROSPECTUS / August 31, 2016 | 13 |
WILMINGTON MULTI-MANAGER ALTERNATIVES FUND
When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds Fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan.
Investment Advisor
Wilmington Funds Management Corporation
Investment Sub-Advisors
Wilmington Trust Investment Advisors, Inc. (WTIA), Analytic Investors, LLC (Analytic), Highland Capital Healthcare Advisors, L.P. (HCHA), Highland Capital Management Fund Advisors, L.P. (HCMFA), Parametric Risk Advisors LLC (PRA), P/E Global LLC (PE Global) and Shelton Capital Management (Shelton).
Portfolio Managers | Title |
Service Date
(with the Fund) |
||
Joshua A. Savadove, CFA, CAIA | Vice President at WTIA | 2012 | ||
Jordan Strauss, CFA | Vice President at WTIA | 2015 | ||
Dennis Bein, CFA |
Chief Investment Officer and Portfolio Manager at Analytic | 2015 | ||
Harindra de Silva, Ph.D., CFA | President and Portfolio Manager at Analytic | 2015 | ||
David Krider, CFA | Portfolio Manager at Analytic | 2015 | ||
Michael Gregory | Portfolio Manager at HCHA | 2015 | ||
Jonathan Lamensdorf, CFA | Portfolio Manager at HCMFA | 2015 | ||
Ken Everding | Managing Director and Portfolio Manager at PRA | 2012 | ||
Jonathan Orseck | Managing Director and Portfolio Manager at PRA | 2012 | ||
Warren S. Naphtal | Chief Investment Officer at PE Global | 2013 | ||
David J. Harris | Portfolio Manager and Partner at Shelton | 2012 | ||
Howard M. Needle | Managing Director at Shelton | 2012 |
Purchase and Sale of Fund Shares
Requests to purchase or redeem Fund Shares are processed on each day that the New York Stock Exchange (NYSE) is open for business. You may purchase or redeem shares by contacting the Fund at 1-800-836-2211. If you invest through a financial intermediary, please contact that intermediary regarding purchase and redemption procedures.
Minimum Initial Investment Amount (Class A):* | $ | 1,000 | ||
Minimum Initial Investment Amount (Class I):* | $ | 1,000,000 | ||
Minimum Subsequent Investment Amount: | $ | 25 |
* | Other restrictions may apply. See Purchasing Shares in the Prospectus for further information |
The minimum initial and subsequent investment amounts may be waived or lowered from time to time.
The distributions you receive from the Fund are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case your distributions generally will be taxed when withdrawn from the tax-deferred account.
Additional Payments to Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies (such as the Advisor) may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your sales person or visit your financial intermediarys website for more information.
14 | August 31, 2016 / PROSPECTUS |
The Fund seeks to achieve long-term preservation of capital with current income.
This table describes the fees and expenses that you may pay if you buy and hold the Funds Class A Shares and Class I Shares. Acquired Fund Fees and Expenses are expenses incurred indirectly by the Fund through its ownership of shares in other investment companies, such as business development companies. Business development company expenses are similar to the expenses paid by any operating company held by the Fund. They are not direct costs paid by Fund shareholders and are not used to calculate the Funds net asset value. They have no impact on the costs associated with fund operations. Acquired Fund Fees and Expenses are not included in the Funds financial statements, which provide a clearer picture of a funds actual operating costs. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Wilmington Funds. More information about these and other discounts is available from your financial professional, in the Funds prospectus in the section entitled How are shares priced?.
Shareholder Fees
(Fees paid directly from your investment)
Class A | Class I | |||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) |
5.50% | None | ||||||
Maximum Deferred Sales Charge (Load) | None | None | ||||||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) | None | None | ||||||
Redemption Fee | None | None | ||||||
Exchange Fee | None | None |
Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
Class A | Class I | |||||||
Management Fee | 0.73% | 0.73% | ||||||
Distribution and/or Service (12b-1) Fees | 0.25% | None | ||||||
Other Expenses | 0.50% | 0.50% | ||||||
Acquired Fund Fees and Expenses | 0.08% | 0.08% | ||||||
Total Annual Fund Operating Expenses | 1.56% | 1.31% | ||||||
Fee Waivers and/or Expense Reimbursements(1) | (0.25)% | (0.25)% | ||||||
Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement | 1.31% | 1.06% |
(1) | The Funds Advisor, distributor and shareholder services provider have agreed to waive their fees and/or reimburse expenses so that the total annual fund operating expenses paid by the Funds Class A Shares and Class I Shares will not exceed 1.23% and 0.98%, respectively, not including the effects of acquired fund fees and expenses, taxes or other extraordinary expenses. This waiver may be amended or withdrawn after August 31, 2017, or with the agreement of the Funds Board of Trustees. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Funds Class A Shares and Class I Shares 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 remain the same. The costs for the Fund reflect the net expenses of the Fund that result from the fee waiver/expense reimbursement in the first year only. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class A |
||||||||||||||||
Expenses assuming redemption |
$ | 676 | $ | 992 | $ | 1,331 | $ | 2,284 | ||||||||
Class I |
||||||||||||||||
Expenses assuming redemption |
$ | 108 | $ | 391 | $ | 694 | $ | 1,557 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 418% of the average value of the portfolio.
Principal Investment Strategies of the Fund
The Fund, under normal circumstances, invests at least 80% of the value of its net assets in real return assets consisting of (i) global inflation-protected debt securities, (ii) global real-estate related securities, and (iii) commodity/natural resource-related securities. Global inflation-protected debt securities may include foreign government securities.
The Fund considers a company to be a real estate company if at least 50% of its assets, gross income or net profits is derived from (i) development, ownership, leasing, financing, construction, management or sale of real estate or (ii) products and services that are related to the real estate industry, such as manufacturers and distributors of building supplies and financial institutions which issue or service mortgages.
PROSPECTUS / August 31, 2016 | 15 |
WILMINGTON MULTI-MANAGER REAL ASSET FUND
The Fund will invest in real estate companies, such as real estate investment trusts (REITs) that own property and mortgage REITs that make construction and development loans or invest in mortgage pools, or companies whose products and services relate to the real estate industry. The Fund may invest its assets in equity, debt or convertible securities of companies whose products and services are related to the real estate industry or in securities whose products and services are related to the real estate industry.
In order to gain exposure to the commodities markets without investing directly in physical commodities, the Fund can invest in investment companies, exchange traded funds (ETFs), structured notes, futures contracts, forward currency exchange contracts, currency futures and swap agreements. The Funds anticipated use of structured notes, futures contracts, forward currency exchange contracts, currency futures and swap agreements may at times be substantial. In conjunction with this investment strategy, the Funds Advisor may invest directly in cash or cash equivalents and repurchase agreements secured by U.S. Government securities. The Fund may also invest in common stocks, preferred stocks and convertible securities of issuers in commodity-related industries to gain exposure to the commodities markets.
The Funds Advisor determines the Funds asset allocation among the real return assets. The Advisor anticipates allocating approximately 20%-80% to inflation-protected debt securities, 0%-60% to real estate-related securities and 0%-40% to commodity/natural resource-related securities. The allocations and/or actual holdings will vary from time to time.
The Fund utilizes a multi-manager strategy in which the Advisor allocates and reallocates varying portions of the Funds assets among a number of sub-advisors, or invests directly (up to 60% of the Funds net assets) in ETFs or other instruments in pursuit of the Funds investment strategies. Subject to the supervision of the Advisor, each sub-advisor acts independently from the others and utilizes its own distinct investment style in buying and selling securities within the constraints of the Funds investment goal, strategies and restrictions. The Fund may invest in securities of small-cap companies and may invest up to 55% of its assets in foreign securities. The Fund may engage in active and frequent trading as part of its principal investment strategy.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns include:
|
Active Trading Risk . The Fund may trade securities actively, which could increase its transaction costs (thereby lowering its performance and increasing the amount of taxes that you pay). |
|
Asset Allocation Risk . The Advisors asset allocation decisions among various investments, including equity securities and fixed income securities, may not anticipate |
market trends successfully. The Advisor may make less than optimal or poor asset allocation decisions. The Advisor attempts to identify investment allocations that will provide consistent, quality performance for the Fund, but there is no guarantee that the allocation techniques will produce the desired results. You could lose money on your investment in the Fund as a result of these allocation decisions. |
|
Call Risk . Issuers of securities may redeem the securities prior to maturity at a price below their current market value. |
|
Company Size Risk . The smaller companies in which the Fund may invest may have unproven track records, a limited product or service base, limited access to capital, and other attributes that can cause their share prices to fluctuate, and they may be more likely to fail than larger companies. Therefore, smaller companies may entail greater risks for investors than larger companies. |
|
Commodity-Related Risk . Investments in commodities expose the Fund to the greater volatility of the commodity markets, to commodity-specific risks (weather, disease, supply/demand imbalances), and to international economic, political and regulatory influences that frequently affect the commodities markets. |
|
Commodity Tax Risk. The Funds ability to invest in certain instruments such as commodity-linked derivatives may be adversely affected by changes in legislation, regulations or other legally binding authority. Pursuant to the Internal Revenue Code, the Fund must derive at least 90% of its gross income from qualifying sources to qualify as a regulated investment company. Gains from the disposition of commodities are not considered qualifying income for this purpose. Additionally, the Internal Revenue Service has issued a revenue ruling which holds that income derived from commodity-linked swaps is not qualifying income. As a result, the Funds ability to directly invest in commodity-linked swaps as part of its investment strategy is limited to a maximum of 10% of its gross income. Failure to comply with the restrictions in the Internal Revenue Code and any future legislation or guidance may cause the Fund to fail to qualify as a regulated investment company which may adversely impact a shareholders return. Alternatively, the Fund may forego those investments which could adversely affect the ability of the Fund to achieve its investment goal. |
|
Credit Risk . There is a possibility that issuers of securities in which the Fund (and any Underlying Fund) invests may default in the payment of interest or principal on the securities when due, which would cause the Fund to lose money. Underlying Funds that invest in floating rate bank loans (through loan participations or assignments) expose the Fund to both lender and borrower risk, as well as to the potential of a lack of liquidity in the market for floating rate loans. |
|
Derivatives Securities Tax Risk . Compared to other types of investments, derivatives may be harder to value |
16 | August 31, 2016 / PROSPECTUS |
WILMINGTON MULTI-MANAGER REAL ASSET FUND
and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Funds taxable income or gains, and may limit or prevent the Fund from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Fund to change its investment strategy. To the extent that the Fund uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Fund may not realize the intended benefits. There is also the risk that during adverse market conditions, an instrument which would usually operate as a hedge provides no hedging benefits at all. The Funds use of derivatives may be limited by the requirements for taxation of the Fund as a regulated investment company. |
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Exchange Traded Funds (ETFs) Risk . An investment in an ETF generally presents the same primary risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment goals, strategies, and policies. The price of an ETF can fluctuate up or down, and a Fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs may be subject to the following risks that do not apply to conventional funds: (i) the market price of an ETFs shares may trade above or below their net asset value; (ii) an active trading market for an ETFs shares may not develop or be maintained; or (iii) trading of an ETFs shares may be halted if the listing exchanges officials deem such action appropriate, the shares are delisted from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally. |
|
Foreign Investing Risks . Economic, political or regulatory conditions may be less favorable, and markets may be less liquid, less transparent and more volatile, in foreign countries, and in particular emerging markets, than in the United States. Currency fluctuations may reduce investment gains or add to investment losses. In addition, the Fund will be subject to the risk that the issuer of foreign government securities or the governmental authorities that control the repayment of the debt may be unwilling to repay the principal or interest when due. |
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Forward Currency Exchange Contract Risk . A forward foreign currency exchange contract is an agreement to buy or sell a specific currency at a future date and at a price set at the time of the contract. Forward foreign currency exchange contracts may reduce the risk of loss from a change in value of a currency, but they also limit any potential gains, do not protect against fluctuations in the value of the underlying position and are subject to counterparty risk. |
|
Futures Contracts Risk . The successful use of futures contracts will depend upon the investment managers |
skill and experience with respect to such instruments and is subject to special risk considerations. The primary risks associated with the use of futures contracts are (i) the imperfect correlation between the change in market value of the instruments held by the Fund and the price of the futures contract; (ii) possible lack of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (iii) losses caused by unanticipated market movements, which are potentially unlimited; (iv) the inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; and (v) if the Fund has insufficient cash, it may have to sell portfolio investments to meet daily variation margin requirements, and the Fund may have to sell such investments at a time when it may be disadvantageous to do so. |
|
Inflation-Indexed Securities Risk . Because of the inflation-adjustment feature, inflation-indexed securities typically have lower yields than conventional fixed-rate bonds. The value of inflation-indexed, fixed income securities generally fluctuates in response to changes in real interest rates, which are in turn tied to the relationship between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of an inflation-indexed security. Interest payments on inflation-indexed securities will fluctuate as the principal and/or interest is adjusted for inflation and can be unpredictable. The amounts of the income distributions from an inflation-indexed security are likely to fluctuate considerably more than the income distribution amounts of a conventional bond. The Fund may also experience a loss on an inflation-indexed security if there is deflation. If inflation is lower than expected during the period the Fund holds an inflation-indexed security, the Fund may earn less on the security than on a conventional bond. There can be no assurance that the inflation index used will accurately measure the real rate of inflation in the prices of goods and services. The Funds investment in inflation-indexed securities may lose value in the event that the actual rate of inflation is different than the rate of the inflation index. |
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Inflation-Indexed Securities Tax Risk . Any increase in the principal amount of an inflation-indexed security may be included for tax purposes in the Funds gross income, even though no cash attributable to such gross income has been received by the Fund. In such event, the Fund may be required to make annual distributions to shareholders that exceed the cash it has otherwise received. In order to pay such distributions, the Fund may be required to raise cash by selling portfolio investments. The sale of such investments could result in capital gains to the Fund. In addition, adjustments during the taxable year for deflation to an inflation-indexed bond held by the Fund may cause amounts previously distributed by the Fund in the taxable year as income to be recharacterized as a return of capital. |
PROSPECTUS / August 31, 2016 | 17 |
WILMINGTON MULTI-MANAGER REAL ASSET FUND
|
Interest Rate Risk . The risk posed by the fact that prices of fixed income securities rise and fall inversely in response to interest rate changes. For instance, a rise in interest rates causes a fall in the value of a fixed income securities. In addition, this risk increases with the length of the maturity of the fixed income security. Accordingly, the yield earned by a Fund will vary with changes in interest rates. Also, when interest rates fall, the price of mortgage-backed securities may not rise to as great an extent as that of other fixed income securities. Duration is a measure of the expected life of a debt security that is used to determine the sensitivity of the securitys price to changes in interest rates. Generally, the longer the Funds duration, the more sensitive the Fund will be to changes in interest rates. |
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Leverage Risk . The risk associated with securities transactions or practices that multiply small market movements into larger changes in value. The Fund derives substantially all of its commodities exposure from its investment in derivatives and other financial instruments that provide leveraged exposure. The Funds investment in these instruments generally requires a small investment relative to the amount of investment exposure assumed. As a result, such investments may give rise to losses that exceed the amount invested in those instruments. Because such instruments are an integral part of the Funds investment strategy, the use of such instruments may expose the Fund to potentially dramatic losses or gains in the value of its portfolio. The cost of investing in such instruments generally increases as interest rates increase, which will lower the Funds return. |
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Liquidity Risk . The risk that certain securities or other instruments, such as derivatives, may be difficult or impossible for a Fund to sell or dispose of at the price at which the Fund has valued the security. |
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Mortgage-Backed and Asset-Backed Securities Risk. Through its investments in mortgage-backed securities, the Fund may have some exposure to subprime loans, as well as to the mortgage and credit markets generally. Subprime loans, which are loans made to borrowers with weakened credit histories, have had in many cases higher default rates than loans that meet government underwriting requirements. The credit quality of most asset-backed securities depends primarily on the credit quality of the assets underlying such securities, how well the entity issuing the security is insulated from the credit risk of the originator or any other affiliated entities, and the amount and quality of any credit enhancement of the securities. |
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Multi-Manager Risk . The investment styles employed by sub-advisors may not be complementary. The multi-manager approach could result in a high level of portfolio turnover, resulting in higher brokerage expenses and increased tax liability from the Funds realization of capital gains. |
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Natural Resources Risk . Investments in companies that own or develop natural resources (e.g., exploring, mining, refining), or supply goods and services to such companies |
(e.g., drilling, processing, transporting, fabricating) expose the Fund to the greater volatility of the markets for these companies products, and to international economic, political and regulatory influences that frequently affect the operation of these companies. |
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Prepayment Risk . The risk that a mortgage-backed or other asset-backed security may be paid off and proceeds delivered to a Fund earlier than anticipated. Prepayment risk is more prevalent during periods of falling interest rates. |
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Real Estate-Related Risk . Investments in real estate (generally REITs) expose the Fund to the risks of owning real estate directly, such as market-specific conditions (economic, supply/demand imbalances), creditworthiness of the issuer, quality of property management, and changing interest rates. Investing in REITs and REIT-like entities involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. REITs and REIT-like entities are dependent upon management skill, may not be diversified, and are subject to heavy cash flow dependency and self-liquidation. REITs and REIT-like entities also are subject to the possibility of failing to qualify for tax free pass-through of income. Also, because REITs and REIT-like entities typically are invested in a limited number of projects or in a particular market segment, these entities are more susceptible to adverse developments affecting a single project or market segment than more broadly diversified investments. |
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Stock Market Risk . The value of equity securities in the Funds portfolio will fluctuate and, as a result, the Funds Share price may decline suddenly or over a sustained period of time. |
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Structured Note Risk . The value of these notes will rise or fall in response to changes in the underlying commodity or related index. These notes expose the Fund to movements in commodity prices. These notes also are subject to risks, such as credit, market and interest rate risks, that in general affect the values of debt securities. These notes are often leveraged, increasing the volatility of each notes market value relative to changes in the underlying commodity, commodity futures contract or commodity index. Therefore, at the maturity of the note, the Fund may receive more or less principal than it originally invested. The Fund might receive interest payments on the note that are more or less than the stated coupon interest payments. |
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Swap Agreement Risk . With respect to an uncleared swap ( i.e. , negotiated bilaterally and traded OTC between the two parties), 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. Under certain market conditions, swap agreements also may be considered to be illiquid. In addition, the Fund may enter into swap agreements that involve a limited number of counterparties, which may increase the Funds exposure to counterparty credit risk. |
18 | August 31, 2016 / PROSPECTUS |
WILMINGTON MULTI-MANAGER REAL ASSET FUND
Further, there is a risk that no suitable counterparties are willing to enter into, or continue to enter into, transactions with the Fund and, as a result, the Fund may not be able to achieve its investment goal. In the case of a cleared swap ( i.e. , transacted through a futures commission merchant (an FCM) and cleared through a clearinghouse that serves as a central counterparty ( e.g. , certain credit default swaps)), there is also a risk of loss by the fund of the margin deposits posted with the FCM in the event of the FCMs bankruptcy and whether the Fund has an open position in the swap contract. |
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Underlying Funds Risk . The investment performance of the Fund is affected by the investment performance of the Underlying Funds in which it invests. The ability of the Fund to achieve its investment goal depends on the ability of the Underlying Funds to meet their investment goals and on the decisions of the Advisor, as investment advisor, regarding the allocation of the Funds assets among the Underlying Funds. There can be no assurance that the investment goal of the Fund or any Underlying Fund will be achieved. Through its investments in Underlying Funds, the Fund is subject to the risks of the Underlying Funds investments. Certain of the risks of the Underlying Funds investments are described above. In addition, both the Fund and the Underlying Funds in which it invests bear fees and expenses, so investment in the Fund may be subject to certain duplicate expenses. The Advisor is subject to certain conflicts of interest in choosing the Underlying Funds in which the Fund may invest. |
As with any mutual fund investment, loss of money is a risk of investing. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
The returns presented for the Fund for periods prior to March 9, 2012 reflect the performance of a former series of WT Mutual Fund, also known as Wilmington Multi-Manager Real Asset Fund (the Predecessor Fund). The Fund has adopted the performance of the Predecessor Fund as the result of a reorganization in which the Fund acquired all of the assets, subject to the liabilities, of the Predecessor Fund. The Fund and the Predecessor Fund have substantially similar investment goals and strategies.
The bar chart and table immediately following show the variability of the Funds returns and are meant to provide some indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year, with respect to its Class I Shares, and by showing how the Funds average annual total returns for 1, 5 and 10 years or the life of the Fund compare with those of broad measures of market performance. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. The table shows returns for the Funds primary broad-based market index, the Barclays Government Inflation-Linked Bond Index (USD Hedged), as well as the returns for the Real Asset
Blended Index constructed by the Advisor. Updated performance information is available at www.wilmingtonfunds.com.
Annual Total Returns Class I Shares
Best Quarter 13.79% 3/31/06
Worst Quarter (19.40)% 12/31/2008 |
The Funds Class I Shares total return for the six-month period from January 1, 2016 to June 30, 2016 was 6.56%. The average annual total returns in the table below include the maximum Class A sales charge of 5.50%, which is normally deducted when you purchase shares.
Average Annual Total Returns
(For the periods ended December 31, 2015)
1 Year | 5 Years | 10 Years | ||||||||||
Class I Shares |
||||||||||||
Return Before Taxes |
(5.03)% | 1.54% | 3.31% | |||||||||
Return After Taxes on Distributions |
(6.99)% | 0.58% | 2.12% | |||||||||
Return After Taxes on Distributions and Sale of Fund Shares |
(2.73)% | 0.83% | 2.25% | |||||||||
Class A Shares |
||||||||||||
Return Before Taxes |
(10.45)% | 0.16% | 2.47% | |||||||||
Barclays World Government Inflation-Linked Bond Index (USD Hedged) (reflects no deductions for fees, expenses or taxes) |
(1.12)% | 3.63% | 4.18% | |||||||||
Real Asset Blended Index (reflects no deductions for fees, expenses or taxes)** |
(4.07)% | 2.81% | 3.95% |
PROSPECTUS / August 31, 2016 | 19 |
WILMINGTON MULTI-MANAGER REAL ASSET FUND
** | The Blended Index is calculated by the investment advisor and represents the weighted return of 50% Barclays World Government Inflation-Linked Bond Index, 35% S&P Developed Property Index and 15% Dow Jones-UBS Commodity Index for the period since January 1, 2011. For the period from January 1, 2009 until January 1, 2011 the Blended Index represented the weighted return of 40% Barclays World Government Inflation-Linked Bond Index, 30% S&P Developed Property Index and 30% Dow Jones-UBS Commodity Index, and for the period from inception until January 1, 2009, the Blended Index represented the weighted return of 50% Barclays U.S. TIPS Index, 30% FTSE NAREIT Equity Index and 20% Dow Jones-UBS Commodity Index. |
After-tax performance is presented only for Class I Shares of the Fund. The after-tax returns for other Fund classes may vary. Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds Fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan.
Investment Advisor
Wilmington Funds Management Corporation
Investment Sub-Advisors
Wilmington Trust Investment Advisors, Inc. (WTIA), CBRE Clarion Securities LLC (CBRE Clarion), Pacific Investment Management Company, LLC (PIMCO) and Parametric Portfolio Associates LLC (Parametric).
Portfolio Managers | Title |
Service Date (with the Fund) |
||
Joshua A. Savadove, CFA, CAIA | Vice President at WTIA | 2015 | ||
Jordan Strauss, CFA |
Vice President at WTIA | 2015 | ||
T. Ritson Ferguson |
Chief Executive Officer and
Global Chief Investment Officer of CBRE Clarion |
2008 | ||
Steven D. Burton | Co-Chief Investment Officer and Senior Global Portfolio Manager of CBRE Clarion | 2008 | ||
Joseph P. Smith |
President and
Co-Chief Investment Officer of CBRE Clarion |
2008 | ||
Mihir P. Worah | Managing Director, Head of Real Return Portfolio Management Team at PIMCO | 2011 | ||
Paul Bouchey | Chief Investment Officer at Parametric Seattle Investment Center | 2014 | ||
Thomas C. Seto | Head of Investment Management at Parametric Seattle Investment Center | 2014 | ||
Timothy Atwill | Head of Investment Strategy at Parametric Seattle Investment Center | 2014 |
Purchase and Sale of Fund Shares
Requests to purchase or redeem Fund Shares are processed on each day that the New York Stock Exchange (NYSE) is open for business. You may purchase or redeem Shares by contacting the Fund at 1-800-836-2211. If you invest through a financial intermediary, please contact that intermediary regarding purchase and redemption procedures.
Minimum Initial Investment Amount (Class A):* | $ | 1,000 | ||
Minimum Initial Investment Amount (Class I):* | $ | 1,000,000 | ||
Minimum Subsequent Investment Amount: | $ | 25 |
* | Other restrictions may apply. See Purchasing Shares in the Prospectus for further information. |
The minimum initial and subsequent investment amounts may be waived or lowered from time to time.
The distributions you receive from the Fund are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case your distributions generally will be taxed when withdrawn from the tax-deferred account.
Additional Payments to Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies (such as the Advisor) may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your sales person or visit your financial intermediarys website for more information.
20 | August 31, 2016 / PROSPECTUS |
WILMINGTON STRATEGIC ALLOCATION CONSERVATIVE FUND SUMMARY
The Fund seeks a high level of total return consistent with a conservative level of risk relative to the other Wilmington Strategic Allocation Funds.
This table describes the fees and expenses that you may pay if you buy and hold the Funds Class A Shares and Class I Shares. Acquired Fund Fees and Expenses are expenses incurred indirectly by the Fund through its ownership of shares in other investment companies, such as business development companies. Business development company expenses are similar to the expenses paid by any operating company held by the Fund. They are not direct costs paid by Fund shareholders and are not used to calculate the Funds net asset value. They have no impact on the costs associated with fund operations. Acquired Fund Fees and Expenses are not included in the Funds financial statements, which provide a clearer picture of a funds actual operating costs. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Wilmington Funds. More information about these and other discounts is available from your financial professional, in the Funds prospectus in the section entitled How are shares priced?.
Shareholder Fees
(Fees paid directly from your investment)
Class A | Class I | |||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) |
5.50% | None | ||||||
Maximum Deferred Sales Charge (Load) | None | None | ||||||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) | None | None | ||||||
Redemption To | None | None | ||||||
Exchange Fee | None | None |
Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
Class A | Class I | |||||||
Management Fee | 0.40% | 0.40% | ||||||
Distribution and/or Service (12b-1) Fees | 0.25% | None | ||||||
Other Expenses | 0.83% | 0.83% | ||||||
Acquired Fund Fees and Expenses | 0.66% | 0.66% | ||||||
Total Annual Fund Operating Expenses | 2.14% | 1.89% | ||||||
Fee Waivers and/or Expense Reimbursements(1) | (0.70)% | (0.70)% | ||||||
Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement | 1.44% | 1.19% |
(1) | The Funds Advisor, distributor and shareholder services provider have agreed to waive their fees and/or reimburse expenses so that the total annual fund operating expenses paid by the Funds Class A Shares and Class I Shares will not exceed 0.78% and 0.53%, respectively, not including the effects of acquired fund fees and expenses, taxes, or other extraordinary expenses. This waiver may be amended or withdrawn after August 31, 2017, or with the agreement of the Funds Board of Trustees. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Funds Class A Shares and Class I Shares 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 remain the same. The costs for the Fund reflect the net expenses of the Fund that result from the fee waiver/expense reimbursement in the first year only. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class A |
||||||||||||||||
Expenses assuming redemption |
$ | 689 | $ | 1,119 | $ | 1,575 | $ | 2,834 | ||||||||
Class I |
||||||||||||||||
Expenses assuming redemption |
$ | 121 | $ | 526 | $ | 956 | $ | 2,155 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 33% of the average value of the portfolio.
Principal Investment Strategies of the Fund
The Fund pursues its investment goal by allocating its investments among fixed income securities, equity securities and other assets in an effort to achieve a high level of total return consistent with a conservative level of risk relative to the other Wilmington Strategic Allocation Funds. The Fund invests, directly and indirectly, in a broad combination of fixed-income and equity securities, and other assets. The Fund invests directly by buying individual equity and fixed income securities, including exchange-traded notes. The Fund invests indirectly by buying shares of other funds, some of which are managed by the investment advisor and some of which are not (Underlying Funds). Underlying
PROSPECTUS / August 31, 2016 | 21 |
WILMINGTON STRATEGIC ALLOCATION CONSERVATIVE FUND
Funds may include open-end, closed-end and exchange-traded funds (ETFs). The investment advisor will vary, from time to time, the amount of assets that is allocated among equity and fixed income investments, and among individual securities and Underlying Funds, in an attempt to achieve the Funds investment goal, based upon the investment advisors view of economic conditions. The Fund will not acquire more than 25% of the outstanding voting securities of any Underlying Fund.
The Fund anticipates that generally, it will maintain the following allocations, although the Fund is not required to maintain exposure to any particular asset class or investment style. The following allocation ranges are approximate and may be exceeded from time to time:
|
allocating 0%-40% of fund assets to global equity securities; |
|
allocating 45%-90% of fund assets to global fixed income securities; |
|
allocating 10%-60% of fund assets to non-traditional investments; and |
|
allocating 0%-10% of fund assets to cash and cash equivalents. |
Underlying Funds may invest in any industry or business, and in any country, region or market. An Underlying Fund may invest in any type of equity security (common, preferred or convertible) and in any capitalization range (e.g., micro-, small-, mid-, large- or mega-cap), and may employ any investment style (e.g., growth, value, core). An Underlying Fund may invest in any type of fixed income security (e.g., corporate, government, asset-backed, mortgage-backed, and zero-coupon securities), including fixed rate, variable rate, inflation-indexed and floating rate debt (including bank loans), with any maturity (e.g., short-term, intermediate-term or long-term), secured or unsecured, and with any credit quality or rating (e.g., investment grade, high yield (junk)). The Fund may make non-traditional investments through Underlying Funds that invest in real estate assets, commodityrelated assets and natural resources, infrastructure assets and hedge fund strategies, and through investments in exchange-traded notes that are linked, directly or indirectly, to real estate, commodities, natural resources, infrastructure assets and hedge fund strategies. The investment advisor may invest directly in equity and fixed income securities of the same types and with the same terms and features as described above for Underlying Funds, other than with respect to hedge fund strategies, real estate, and commodities. The investment advisor anticipates that generally, it will make direct investments in securities in domestic markets and on domestic exchanges, although it may invest directly in foreign markets. Within the parameters described above (and subject to any other applicable limitations), the Advisor may favor particular asset classes, investment styles, types and qualities of securities, geographic regions, markets and industries.
When making allocation decisions, the investment advisor may consider various quantitative and qualitative data relating to the U.S. and foreign economies and securities markets. This data may include projected growth trends in the U.S. and foreign economies, forecasts for interest rates and the relationship between short- and long-term interest rates (yield curve), current and projected trends in inflation, relative valuation levels in the equity and fixed income markets and various segments within those markets, the outlook and projected growth of various industrial sectors, information relating to business cycles, borrowing needs and the cost of capital, political trends relating to trade balances and labor information. While the investment advisor performs these analyses on a daily basis, material shifts in asset class exposures typically take place over longer periods of time. The investment advisor will adjust the Funds asset mix based on its analysis of the relative attractiveness and risk of stocks, bonds and nontraditional investments in connection with economic, financial and other market trends.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns, include:
|
Asset Allocation Risk . The Advisors asset allocation decisions among various investments, including equity securities and fixed income securities, may not anticipate market trends successfully. The Advisor may make less than optimal or poor asset allocation decisions. The Advisor attempts to identify investment allocations that will provide consistent, quality performance for the Fund, but there is no guarantee that the allocation techniques will produce the desired results. You could lose money on your investment in the Fund as a result of these allocation decisions. |
|
Commodity-Related Risk . Underlying Funds that invest in commodities expose the Fund to the greater volatility of the commodity markets, to commodity specific risks (weather, disease, supply/demand imbalances), and to international economic, political and regulatory influences that frequently affect the commodities markets. |
|
Commodity Tax Risk . The Underlying Funds ability to invest in certain instruments such as commodity-linked derivatives may be adversely affected by changes in legislation, regulations or other legally binding authority. Pursuant to the Internal Revenue Code, the Underlying Fund must derive at least 90% of its gross income from qualifying sources to qualify as a regulated investment company. Gains from the disposition of commodities are not considered qualifying income for this purpose. Additionally, the Internal Revenue Service has issued a revenue ruling which holds that income derived from commodity-linked swaps is not qualifying income. As a result, the Underlying Funds ability to directly invest in commodity-linked swaps as part of its investment strategy is limited to a maximum of 10% of its gross income. Failure to comply with the restrictions in the |
22 | August 31, 2016 / PROSPECTUS |
WILMINGTON STRATEGIC ALLOCATION CONSERVATIVE FUND
Internal Revenue Code and any future legislation or guidance may cause the Underlying Fund to fail to qualify as a regulated investment company which may adversely impact a Funds return. |
|
Company Size Risk . The smaller companies in which the Fund may invest may have unproven track records, a limited product or service base, limited access to capital, and other attributes that can cause their share prices to fluctuate, and they may be more likely to fail than larger companies. Therefore, smaller companies may entail greater risks for investors than larger companies. |
|
Credit Risk . There is a possibility that issuers of securities in which the Fund (and any Underlying Fund) invests may default in the payment of interest or principal on the securities when due, which would cause the Fund to lose money. Underlying Funds that invest in floating rate bank loans (through loan participations or assignments) expose the Fund to both lender and borrower risk, as well as to the potential of a lack liquidity in the market for floating rate loans. |
|
Exchange Traded Funds (ETFs) Risk . An investment in an ETF generally presents the same primary risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment goals, strategies, and policies. The price of an ETF can fluctuate up or down, and a Fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs may be subject to the following risks that do not apply to conventional funds: (i) the market price of an ETFs shares may trade above or below their net asset value; (ii) an active trading market for an ETFs shares may not develop or be maintained; or (iii) trading of an ETFs shares may be halted if the listing exchanges officials deem such action appropriate, the shares are delisted from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally. |
|
Exchange Traded Notes (ETNs) Risk . The value of ETNs, which combine features of ETFs and bonds, depends on the performance of the index or other asset underlying the ETN and the creditworthiness of the ETNs issuer. Unlike ETFs, ETNs are not structured as investment companies and, unlike bonds, they may have no periodic interest payments. ETNs are not secured by any collateral. |
|
Foreign Investing Risk . Economic, political or regulatory conditions may be less favorable, and markets may be less liquid, less transparent and more volatile, in foreign countries, and in particular emerging markets, than in the United States. Currency fluctuations may reduce investment gains or add to investment losses. |
|
Hedge Fund Strategies Risk . Underlying Funds that invest, directly or indirectly, in managers employing hedge fund-type investment strategies may have markedly higher investment management fees than other funds. Hedge fund strategies may be narrowly focused on a |
particular market, security type or activity, and would be exposed to greater risk of loss if the investment thesis underlying the focus does not occur as anticipated. Hedge fund strategies that are intended to reduce the Funds volatility may fail to do so effectively. The use of leverage by a hedge fund strategy (e.g., through options) will magnify any losses incurred by the strategy. |
|
Inflation-Indexed Securities Risk . Because of the inflation-adjustment feature, inflation-indexed securities typically have lower yields than conventional fixed-rate bonds. The value of inflation-indexed, fixed income securities generally fluctuates in response to changes in real interest rates, which are in turn tied to the relationship between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of an inflation-indexed security. Interest payments on inflation-indexed securities will fluctuate as the principal and/or interest is adjusted for inflation and can be unpredictable. The amounts of the income distributions from an inflation-indexed security are likely to fluctuate considerably more than the income distribution amounts of a conventional bond. The Fund may also experience a loss on an inflation-indexed security if there is deflation. If inflation is lower than expected during the period the Fund holds an inflation-indexed security, the Fund may earn less on the security than on a conventional bond. There can be no assurance that the inflation index used will accurately measure the real rate of inflation in the prices of goods and services. The Funds investment in inflation-indexed securities may lose value in the event that the actual rate of inflation is different than the rate of the inflation index. |
|
Inflation-Indexed Securities Tax Risk . Any increase in the principal amount of an inflation-indexed security may be included for tax purposes in the Funds gross income, even though no cash attributable to such gross income has been received by the Fund. In such event, the Fund may be required to make annual distributions to shareholders that exceed the cash it has otherwise received. In order to pay such distributions, the Fund may be required to raise cash by selling portfolio investments. The sale of such investments could result in capital gains to the Fund. In addition, adjustments during the taxable year for deflation to an inflation-indexed bond held by the Fund may cause amounts previously distributed by the Fund in the taxable year as income to be recharacterized as a return of capital. |
|
Infrastructure Assets Risk . Underlying Funds that invest, directly or indirectly, in infrastructure operators and projects (e.g., toll roads, port facilities, transmission lines, sewage treatment plants) expose the Fund to the risks associated with large, long-term construction projects, to financial, operating and competitive risks, and to the risks of changing economic and regulatory conditions and political instability in the country or region where the asset is located. These risks may be amplified for real assets located outside of the United States. |
PROSPECTUS / August 31, 2016 | 23 |
WILMINGTON STRATEGIC ALLOCATION CONSERVATIVE FUND
|
Interest Rate Risk . The risk posed by the fact that prices of fixed income securities rise and fall inversely in response to interest rate changes. For instance, a rise in interest rate causes a fall in the value of a fixed income securities. In addition, this risk increases with the length of the maturity of the fixed income security. Accordingly, the yield earned by a Fund will vary with changes in interest rates. Also, when interest rates fall, the price of mortgage-backed securities may not rise to as great an extent as that of other fixed income securities. Duration is a measure of the expected life of a debt security that is used to determine the sensitivity of the securitys price to changes in interest rates. Generally, the longer the Funds duration, the more sensitive the Fund will be to changes in interest rates. |
|
Natural Resources Risk . Underlying Funds that invest in companies that own or develop natural resources (e.g., exploring, mining, refining), or supply goods and services to such companies (e.g., drilling, processing, transporting, fabricating) expose the Fund to the greater volatility of the markets for these companies products, and to international economic, political and regulatory influences that frequently affect the operations of these companies. |
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Non-Investment Grade Securities (Junk Bonds) Risk . High-yield bonds, which are rated below investment grade and are typically referred to as junk bonds, are generally more exposed to credit risk than investment grade securities. These securities are generally higher yielding and higher-risk than investment grade, fixed income securities and are issued by entities whose ability to pay interest and principal on the debt in a timely manner is considered questionable. |
|
Real Estate-Related Risk . Underlying Funds that invest in real estate (generally real estate investment trusts) expose the Fund to the risks of owning real estate directly, such as market-specific conditions (economic, supply/demand imbalances), creditworthiness of the issuer, quality of property management, and changing interest rates. |
|
Stock Market Risk . The value of equity securities in the Funds portfolio (and any Underlying Funds portfolio) will fluctuate and, as a result, the Funds Share price may decline suddenly or over a sustained period of time. |
|
Underlying Funds Risk . The investment performance of the Fund is affected by the investment performance of the Underlying Funds in which it invests. The ability of the Fund to achieve its investment goal depends on the ability of the Underlying Funds to meet their investment goals and on the decisions of the Advisor, as investment advisor, regarding the allocation of the Funds assets among the Underlying Funds. There can be no assurance that the investment goal of the Fund or any Underlying Fund will be achieved. Through its investments in Underlying Funds, the Fund is subject to the risks of the Underlying Funds investments. Certain of the risks of the Underlying Funds investments are described above. In addition, both the Fund and the Underlying Funds in which it invests bear fees and expenses, so investment in the Fund may be subject to certain duplicate expenses. The Advisor is |
subject to certain conflicts of interest in choosing the Underlying Funds in which the Fund may invest. |
As with any mutual fund investment, loss of money is a risk of investing. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
The returns presented for the Fund for periods prior to March 9, 2012 reflect the performance of a former series of WT Mutual Fund, known as Wilmington Conservative Asset Allocation Fund (the Predecessor Fund). The Fund has adopted the performance of the Predecessor Fund as the result of a reorganization in which the Fund acquired all of the assets, subject to the liabilities, of the Predecessor Fund. The Fund and the Predecessor Fund have substantially similar investment goals and strategies.
The bar chart and table immediately following show the variability of the Funds returns and are meant to provide some indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year, with respect to its Class I Shares, and by showing how the Funds average annual total returns for 1, 5 and 10 years or the life of the Fund compare with those of broad measures of market performance. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. The table shows returns for the Funds primary broad-based market index, the Barclays US Aggregate Bond Index. The Fund also compares its performance to the Conservative Blended Index constructed by the Advisor. Updated performance information is available at www.wilmingtonfunds.com.
Annual Total Returns Class I Shares
Best Quarter 8.07% 6/30/2009
Worst Quarter (7.31)% 12/31/2008 |
24 | August 31, 2016 / PROSPECTUS |
WILMINGTON STRATEGIC ALLOCATION CONSERVATIVE FUND
The Funds Class I Shares total return for the six-month period from January 1, 2016 to June 30, 2016 was 2.89%. The average annual total returns in the table below include the maximum Class A sales charge of 5.50%, which is normally deducted when you purchase shares.
Average Annual Total Returns
(For the periods ended December 31, 2015)
1 Year | 5 Years | 10 Years | ||||||||||
Class I Shares |
||||||||||||
Return Before Taxes |
(0.99)% | 2.92% | 3.55% | |||||||||
Return After Taxes on Distributions |
(2.02)% | 2.00% | 2.54% | |||||||||
Return After Taxes on Distributions and Sales of Fund |
(0.15)% | 2.01% | 2.48% | |||||||||
Class A Shares |
||||||||||||
Return Before Taxes |
(6.70)% | 1.51% | 2.72% | |||||||||
Barclays U.S. Aggregate Bond Index (reflects no deductions for fees, expenses or taxes) |
0.55% | 3.25% | 4.51% | |||||||||
Conservative Blended Index (reflects no deduction for taxes)* |
(0.69)% | 2.98% | 3.88% |
* | The Conservative Blended Index is calculated by the investment advisor and represents the weighted returns of the following indices: 14.2% Russell 1000 Index; 2.1% Russell 2000 Index; 5.2% MSCI EAFE Index; 1.0% MSCI Emerging Markets Index; 15.0% HFRI Fund of Funds Composite Index; 54.5% Barclays US Aggregate Bond Index; 2.0% Barclays US Corporate High Yield Bond Index; 2.5% Dow Jones Global ex-US Select Real Estate Securities Index; 0.75% S&P US REIT Index; 0.75% Barclays US Government Inflation-Linked Bond Index; and 2.0% Ibbotson Associates SBBI 30-Day US T-Bill Index. Prior to April 1, 2016, the Conservative Blended Index represented the weighted returns of the following indices: 53% Barclays US Aggregate Bond Index; 7.5% HFRX Absolute Index; 7.5% HFRX Global Index; 7.2% Russell 3000 Index; 7% Barclays Global Aggregate ex-US (unhedged) Index; 5% Barclays World Government Inflation-Linked Bond Index (hedged USD); 4.8% MSCI All Country World ex-US Investable Market Index (Net, USD); 3.5% S&P Global Developed Property Index; 1.5% Bloomberg Commodity Index; and 3% Citigroup 3-Month T-Bill Index. |
After-tax performance is presented only for Class I Shares of the Fund. The after-tax returns for other Fund classes may vary. Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds Fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan.
Investment Advisor
Wilmington Funds Management Corporation
Investment Sub-Advisor
Wilmington Trust Investment Advisors, Inc. (WTIA)
Portfolio Managers | Title |
Service Date (with the Fund) |
||
Mark J. Stevenson, CFA | Vice President at WTIA | 2011 | ||
Joshua A. Savadove, CFA, CAIA | Vice President at WTIA | 2012 | ||
Allen E. Choinski, CFA | Vice President and Portfolio Manager/Research Analyst at WTIA | 2012 |
Purchase and Sale of Fund Shares
Requests to purchase or redeem Fund Shares are processed on each day that the New York Stock Exchange (NYSE) is open for business. You may purchase or redeem Shares by contacting the Fund at 1-800-836-2211. If you invest through a financial intermediary, please contact that intermediary regarding purchase and redemption procedures.
Minimum Initial Investment Amount (Class A):* | $ | 1,000 | ||
Minimum Initial Investment Amount (Class I):* | $ | 1,000,000 | ||
Minimum Subsequent Investment Amount: | $ | 25 |
* | Other restrictions may apply. See Purchasing Shares in the Prospectus for further information. |
The minimum initial and subsequent investment amounts may be waived or lowered from time to time.
The distributions you receive from the Fund are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case your distributions generally will be taxed when withdrawn from the tax-deferred account.
Additional Payments to Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies (such as the Advisor) may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your sales person or visit your financial intermediarys website for more information.
PROSPECTUS / August 31, 2016 | 25 |
The Fund seeks a high level of total return consistent with a moderate level of risk relative to the other Wilmington Strategic Allocation funds.
This table describes the fees and expenses that you may pay if you buy and hold the Funds Class A Shares and Class I Shares. Acquired Fund Fees and Expenses are expenses incurred indirectly by the Fund through its ownership of shares in other investment companies, such as business development companies. Business development company expenses are similar to the expenses paid by any operating company held by the Fund. They are not direct costs paid by Fund shareholders and are not used to calculate the Funds net asset value. They have no impact on the costs associated with fund operations. Acquired Fund Fees and Expenses are not included in the Funds financial statements, which provide a clearer picture of a funds actual operating costs. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Wilmington Funds. More information about these and other discounts is available from your financial professional, in the Funds prospectus in the section entitled How are shares priced?.
Shareholder Fees
(Fees paid directly from your investment)
Class A | Class I | |||||||
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) |
5.50% | None | ||||||
Maximum Deferred Sales Charge (Load) | None | None | ||||||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) | None | None | ||||||
Redemption Fee | None | None | ||||||
Exchange Fee | None | None |
Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
Class A | Class I | |||||||
Management Fee | 0.40% | 0.40% | ||||||
Distribution and/or Service (12b-1) Fees | 0.25% | None | ||||||
Other Expenses | 0.87% | 0.87% | ||||||
Acquired Fund Fees and Expenses | 0.61% | 0.61% | ||||||
Total Annual Fund Operating Expenses | 2.13% | 1.88% | ||||||
Fee Waiver and/or Expense Reimbursement(1) | (0.78)% | (0.78)% | ||||||
Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement | 1.35% | 1.10% |
(1) | The Funds Advisor, distributor and shareholder services provider have agreed to waive their fees and/or reimburse expenses so that the total annual fund operating expenses paid by the Funds Class A Shares and Class I Shares will not exceed 0.74% and 0.49%, respectively, not including the effects of acquired fund fees and expenses, taxes or extraordinary expenses. This waiver may be amended or withdrawn after August 31, 2017, or with the agreement of the Funds Board of Trustees. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Funds Class A Shares and Class I Shares 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 remain the same. The costs for the Fund reflect the net expenses of the Fund that result from the fee waiver/expense reimbursement in the first year only. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class A Shares |
||||||||||||||||
Expenses assuming redemption |
$ | 680 | $ | 1,109 | $ | 1,564 | $ | 2,818 | ||||||||
Class I Shares |
||||||||||||||||
Expenses assuming redemption |
$ | 112 | $ | 515 | $ | 944 | $ | 2,137 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 52% of the average value of its portfolio.
Principal Investment Strategies of the Fund
The Fund pursues its investment goal by allocating its investments among fixed income securities, equity securities and other assets in an effort to achieve a high level of total return consistent with a moderate level of risk relative to the other Wilmington Strategic Allocation Funds. The Fund invests, directly and indirectly, in a broad combination of fixed-income and equity securities, and other assets. The Fund invests directly by buying individual equity and fixed income securities, including exchange-traded notes. The Fund invests indirectly by buying shares of other funds, some of which are managed by the investment advisor
26 | August 31, 2016 / PROSPECTUS |
WILMINGTON STRATEGIC ALLOCATION MODERATE FUND
and some of which are not (Underlying Funds). Underlying Funds may include open-end, closed-end and exchange-traded funds (ETFs). The investment advisor will vary, from time to time, the amount of assets that is allocated among equity and fixed income investments, and among individual securities and Underlying Funds, in an attempt to achieve the Funds investment goal, based upon the investment advisors view of economic conditions. The Fund will not acquire more than 25% of the outstanding voting securities of any Underlying Fund.
The Fund anticipates that generally, it will maintain the following allocations, although the Fund is not required to maintain exposure to any particular asset class or investment style. The following allocation ranges are approximate and may be exceeded from time to time:
|
allocating 25%-60% of fund assets to global equity securities; |
|
allocating 0%-65% of fund assets to global fixed income securities; |
|
allocating 10%-60% of fund assets to non-traditional investments; and |
|
allocating 0%-10% of fund assets to cash and cash equivalents. |
Underlying Funds may invest in any industry or business, and in any country, region or market. An Underlying Fund may invest in any type of equity security (common, preferred or convertible) and in any capitalization range (e.g., micro-, small-, mid-, large- or mega-cap), and may employ any investment style (e.g., growth, value, core). An Underlying Fund may invest in any type of fixed income security (e.g., corporate, government, asset-backed, mortgage-backed and zero-coupon securities), including fixed rate, variable rate, inflation-indexed and floating rate debt (including bank loans), with any maturity (e.g., short-term, intermediate-term or long-term), secured or unsecured, and with any credit quality or rating (e.g., investment grade, high yield (junk). The Fund may make non-traditional investments through Underlying Funds that invest in real estate assets, commodityrelated assets and natural resources, infrastructure assets and hedge fund strategies, and through investments in exchange-traded notes that are linked, directly or indirectly, to real estate, commodities, natural resources, infrastructure assets and hedge fund strategies. The investment advisor may invest directly in equity and fixed income securities of the same types and with the same terms and features as described above for Underlying Funds, other than with respect to hedge fund strategies, real estate, and commodities. The investment advisor anticipates that generally, it will make direct investments in securities in domestic markets and on domestic exchanges, although it may invest directly in foreign markets. Within the parameters described above (and subject to any other applicable limitations), the investment advisor may favor particular asset classes, investment styles, types and qualities of securities, geographic regions, markets and industries.
When making allocation decisions, the investment advisor may consider various quantitative and qualitative data
relating to the U.S. and foreign economies and securities markets. This data may include projected growth trends in the U.S. and foreign economies, forecasts for interest rates and the relationship between short- and long-term interest rates (yield curve), current and projected trends in inflation, relative valuation levels in the equity and fixed income markets and various segments within those markets, the outlook and projected growth of various industrial sectors, information relating to business cycles, borrowing needs and the cost of capital, political trends relating to trade balances and labor information. While the investment advisor performs these analyses on a daily basis, material shifts in asset class exposures typically take place over longer periods of time. The investment advisor will adjust the Funds asset mix based on its analysis of the relative attractiveness and risk of stocks, bonds and non-traditional investments in connection with economic, financial and other market trends.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns include:
|
Asset Allocation Risk . The Advisors asset allocation decisions among various investments, including equity securities and fixed income securities, may not anticipate market trends successfully. The Advisor may make less than optimal or poor asset allocation decisions. The Advisor attempts to identify investment allocations that will provide consistent, quality performance for the Fund, but there is no guarantee that the allocation techniques will produce the desired results. You could lose money on your investment in the Fund as a result of these allocation decisions. |
|
Commodity-Related Risks . Underlying Funds that invest in commodities expose the Fund to the greater volatility of the commodity markets, to commodity-specific risks (weather, disease, supply/demand imbalances), and to international economic, political and regulatory influences that frequently affect the commodities markets. |
|
Commodity Tax Risk . The Underlying Funds ability to invest in certain instruments such as commodity-linked derivatives may be adversely affected by changes in legislation, regulations or other legally binding authority. Pursuant to the Internal Revenue Code, the Underlying Fund must derive at least 90% of its gross income from qualifying sources to qualify as a regulated investment company. Gains from the disposition of commodities are not considered qualifying income for this purpose. Additionally, the Internal Revenue Service has issued a revenue ruling which holds that income derived from commodity-linked swaps is not qualifying income. As a result, the Underlying Funds ability to directly invest in commodity-linked swaps as part of its investment strategy is limited to a maximum of 10% of its gross income. Failure to comply with the restrictions in the Internal Revenue Code and any future legislation or guidance may cause the Underlying Fund to fail to qualify as a regulated investment company which may adversely impact a Funds return. |
PROSPECTUS / August 31, 2016 | 27 |
WILMINGTON STRATEGIC ALLOCATION MODERATE FUND
|
Company Size Risk . The smaller companies in which the Fund may invest may have unproven track records, a limited product or service base, limited access to capital, and other attributes that can cause their share prices to fluctuate, and they may be more likely to fail than larger companies. Therefore, smaller companies may entail greater risks for investors than larger companies. |
|
Credit Risk . There is a possibility that issuers of securities in which the Fund (and any Underlying Fund) invests may default in the payment of interest or principal on the securities when due, which would cause the Fund to lose money. Underlying Funds that invest in floating rate bank loans (through loan participations or assignments) expose the Fund to both lender and borrower risk, as well as to the potential of a lack liquidity in the market for floating rate loans. |
|
Exchange Traded Funds (ETFs) Risk . An investment in an ETF generally presents the same primary risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment objectives, strategies, and policies. The price of an ETF can fluctuate up or down, and a Fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs may be subject to the following risks that do not apply to conventional funds: (i) the market price of an ETFs shares may trade above or below their net asset value; (ii) an active trading market for an ETFs shares may not develop or be maintained; or (iii) trading of an ETFs shares may be halted if the listing exchanges officials deem such action appropriate, the shares are delisted from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally. |
|
Exchange Traded Notes (ETNs) Risk . The value of ETNs, which combine features of ETFs and bonds, depends on the performance of the index or other asset underlying the ETN and the creditworthiness of the ETNs issuer. Unlike ETFs, ETNs are not structured as investment companies and, unlike bonds, they may have no periodic interest payments. ETNs are not secured by any collateral. |
|
Foreign Investing Risks . Economic, political or regulatory conditions may be less favorable, and markets may be less liquid, less transparent and more volatile, in foreign countries, and in particular emerging markets, than in the United States. Currency fluctuations may reduce investment gains or add to investment losses. |
|
Hedge Fund Strategies Risks . Underlying Funds that invest, directly or indirectly, in managers employing hedge fund-type investment strategies may have markedly higher investment management fees than other funds. Hedge fund strategies may be narrowly focused on a particular market, security type or activity, and would be exposed to greater risk of loss if the investment thesis underlying the focus does not occur as anticipated. Hedge fund strategies that are intended to reduce the Funds volatility may fail to do so effectively. The use of leverage by a hedge fund strategy (e.g., through options) will magnify any losses incurred by the strategy. |
|
Infrastructure Assets Risk . Underlying Funds that invest, directly or indirectly, in infrastructure operators and projects (e.g., toll roads, port facilities, transmission lines, sewage treatment plants) expose the Fund to the risks associated with large, long-term construction projects, to financial, operating and competitive risks, and to the risks of changing economic and regulatory conditions and political instability in the country or region where the asset is located. These risks may be amplified for real assets located outside of the United States. |
|
Inflation-Indexed Securities Risks . Because of the inflation-adjustment feature, inflation-indexed securities typically have lower yields than conventional fixed-rate bonds. The value of inflation-indexed, fixed income securities generally fluctuates in response to changes in real interest rates, which are in turn tied to the relationship between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of an inflation-indexed security. Interest payments on inflation-indexed securities will fluctuate as the principal and/or interest is adjusted for inflation and can be unpredictable. The amounts of the income distributions from an inflation-indexed security are likely to fluctuate considerably more than the income distribution amounts of a conventional bond. The Fund may also experience a loss on an inflation-indexed security if there is deflation. If inflation is lower than expected during the period the Fund holds an inflation-indexed security, the Fund may earn less on the security than on a conventional bond. There can be no assurance that the inflation index used will accurately measure the real rate of inflation in the prices of goods and services. The Funds investment in inflation-indexed securities may lose value in the event that the actual rate of inflation is different than the rate of the inflation index. |
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Inflation-Indexed Securities Tax Risk . Any increase in the principal amount of an inflation-indexed security may be included for tax purposes in the Funds gross income, even though no cash attributable to such gross income has been received by the Fund. In such event, the Fund may be required to make annual distributions to shareholders that exceed the cash it has otherwise received. In order to pay such distributions, the Fund may be required to raise cash by selling portfolio investments. The sale of such investments could result in capital gains to the Fund. In addition, adjustments during the taxable year for deflation to an inflation-indexed bond held by the Fund may cause amounts previously distributed by the Fund in the taxable year as income to be recharacterized as a return of capital. |
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Interest Rate Risk . The risk posed by the fact that prices of fixed income securities rise and fall inversely in response to interest rate changes. For instance, a rise in interest rate causes a fall in the value of a fixed income securities. In addition, this risk increases with the length of the maturity of the fixed income security. Accordingly, the yield earned by a Fund will vary with changes in interest rates. Also, when interest rates fall, the price of mortgage-backed securities may not rise to as great an extent as that of other fixed income securities. Duration is a measure of |
28 | August 31, 2016 / PROSPECTUS |
WILMINGTON STRATEGIC ALLOCATION MODERATE FUND
the expected life of a debt security that is used to determine the sensitivity of the securitys price to changes in interest rates. Generally, the longer the Funds duration, the more sensitive the Fund will be to changes in interest rates. |
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Natural Resources Risks . Underlying Funds that invest in companies that own or develop natural resources (e.g., exploring, mining, refining), or supply goods and services to such companies (e.g., drilling, processing, transporting, fabricating) expose the Fund to the greater volatility of the markets for these companies products, and to international economic, political and regulatory influences that frequently affect the operations of these companies. |
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Non-Investment Grade Securities (Junk Bonds) Risk . High-yield bonds, which are rated below investment grade and are typically referred to as junk bonds, are generally more exposed to credit risk than investment grade securities. These securities are generally higher-yielding and higher-risk than investment grade, fixed income securities and are issued by entities whose ability to pay interest and principal on the debt in a timely manner is considered questionable. |
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Real Estate-Related Risks . Underlying Funds that invest in real estate (generally real estate investment trusts) expose the Fund to the risks of owning real estate directly, such as market-specific conditions (economic, supply/demand imbalances), creditworthiness of the issuer, quality of property management, and changing interest rates. |
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Stock Market Risk . The value of equity securities in the Funds portfolio (and any Underlying Funds portfolio) will fluctuate and, as a result, the Funds Share price may decline suddenly or over a sustained period of time. |
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Underlying Funds Risk . The investment performance of the Fund is affected by the investment performance of the Underlying Funds in which it invests. The ability of the Fund to achieve its investment objective depends on the ability of the Underlying Funds to meet their investment objectives and on the decisions of the Advisor, as investment advisor, regarding the allocation of the Funds assets among the Underlying Funds. There can be no assurance that the investment objective of the Fund or any Underlying Fund will be achieved. Through its investments in Underlying Funds, the Fund is subject to the risks of the Underlying Funds investments. Certain of the risks of the Underlying Funds investments are described above. In addition, both the Fund and the Underlying Funds in which it invests bear fees and expenses, so investment in the Fund may be subject to certain duplicate expenses. The Advisor is subject to certain conflicts of interest in choosing the Underlying Funds in which the Fund may invest. |
As with any mutual fund investment, loss of money is a risk of investing. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
The bar chart and table immediately following show the variability of the Funds returns and are meant to provide
some indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year, with respect to its Class A Shares, and by showing how the Funds average annual total returns for 1, 5 and 10 years compare with those of broad measures of market performance. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. The performance reflected in the bar chart for the Fund does not reflect any sales charges, which, if reflected, would lower returns. The table shows returns for the Funds primary broad-based market indices, the Russell 3000 Index and the Barclays U.S. Aggregate Bond Index. The Fund also compares its performance to the Moderate Blended Index constructed by the Advisor. Updated performance information for the Fund can be obtained by visiting www.wilmingtonfunds.com.
The performance information for the periods prior to June 11, 2010 for all share classes of the Fund is the historical performance information for the MTB Managed Allocation Fund Moderate Growth (Moderate Fund), which, along with two other Wilmington Funds (formerly MTB Funds), was merged into the Fund at that time. The historic performance information of the Moderate Fund is shown because it was the accounting survivor of the merger. The Moderate Fund, did not offer Class I Shares, although the Fund has done so since July 16, 1993. Thus, the information for the Class I Shares in the table below is that of the Class A Shares of the Moderate Fund, after adjustments to reflect the sales load of the Class I Shares.
Annual Total Returns Class A Shares
Best Quarter 15.41% 6/30/2009
Worst Quarter (14.87)% 12/31/2008 |
PROSPECTUS / August 31, 2016 | 29 |
WILMINGTON STRATEGIC ALLOCATION MODERATE FUND
The Funds Class A Shares total return for the six-month period from January 1, 2016 to June 30, 2016 was 1.88%. The maximum Class A sales charge of 5.50%, which is normally deducted when you purchase shares, is not reflected in the best quarter/worst quarter returns or in the bar chart. If this fee were included, the returns would be less than those shown. The average annual total returns in the table below do include the sales charge.
Average Annual Total Returns
(For the periods ended December 31, 2015)
1 Year | 5 Years |
10
Years
or Life of Fund |
||||||||||
Class A Shares |
||||||||||||
Return Before Taxes |
(6.47)% | 2.80% | 2.85% | |||||||||
Return After Taxes on Distributions |
(6.99)% | 2.40% | 2.23% | |||||||||
Return After Taxes on Distributions and Sales of Fund |
(3.50)% | 2.07% | 2.20% | |||||||||
Class I Shares |
||||||||||||
Return Before Taxes |
(0.74)% | 4.27% | 6.33% | * | ||||||||
Russell 3000 Index (reflects no deductions for fees, expenses or taxes) |
0.48% | 12.18% | 7.35% | |||||||||
Barclays U.S. Aggregate Bond Index (reflects no deductions for fees, expenses or taxes) |
0.55% | 3.25% | 4.51% | |||||||||
Moderate Blended Index (reflects no deduction for taxes)** |
(1.28)% | 4.52% | 4.41% |
* | The total return shown for the Class I Shares is for the period beginning June 11, 2010 (commencement of operations). The total returns for same corresponding period for the Russell 3000 Index, Barclays U.S. Aggregate Bond Index and the Moderate Blended Index were 14.24%, 3.41% and 6.32%, respectively. |
** | The Moderate Blended Index is calculated by the investment advisor and represents the weighted returns of the following indices: 27.0% Russell 1000 Index; 6.7% Russell 2000 Index; 12.5% MSCI EAFE Index; 4.4% MSCI Emerging Markets Index (Net, USD); 12.5% HFRI Fund of Funds Composite Index; 28.9% Barclays US Aggregate Bond Index; 2.0% Barclays US Corporate High Yield Bond Index; 2.5% Dow Jones Global ex-US Select Real Estate Securities Index; 0.75% S&P US REIT Index; 0.75% Barclays US Government Inflation-Linked Bond Index; and 2.0% Ibbotson Associates SBBI 30-Day US T-Bill Index. Prior to April 1, 2016, the Moderate Blended Index represented the weighted returns of the following indices: 27% Russell 3000 Index; 20% Barclays U.S. Aggregate Bond Index; 18% MSCI All Country World ex-US Investable Market Index (Net, USD); 7.5% HFRX Absolute Index; 7.5% HFRX Global Index; 7% Barclays Global Aggregate ex-US (unhedged) Index; 5% Barclays World Government Inflation-Linked Bond Index (hedged USD); 3.5% S&P Global Developed Property Index; 1.5% Bloomberg Commodity Index; and 3% Citigroup 3-Month T-Bill Index. |
After-tax performance is presented only for Class A Shares of the Fund. The after-tax returns for other Fund classes may vary. Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds Fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan.
Investment Advisor
Wilmington Funds Management Corporation
Investment Sub-Advisor
Wilmington Trust Investment Advisors, Inc. (WTIA)
Portfolio Managers | Title |
Service Date
(with the Fund) |
||
Mark J. Stevenson, CFA | Vice President at WTIA | 2010 | ||
Joshua A. Savadove, CFA, CAIA | Vice President at WTIA | 2012 | ||
Allen E. Choinski, CFA | Vice President and Portfolio Manager/Research Analyst at WTIA | 2012 |
Purchase and Sale of Fund Shares
Requests to purchase or redeem Fund Shares are processed on each day that the New York Stock Exchange (NYSE) is open for business. You may purchase or redeem Shares by contacting the Fund at 1-800-836-2211. If you invest through a financial intermediary, please contact that intermediary regarding purchase and redemption procedures.
Minimum Initial Investment Amount (Class A Shares):* | $ | 1,000 | ||
Minimum Initial Investment Amount (Class I Shares):* | $ | 1,000,000 | ||
Minimum Subsequent Investment Amount: | $ | 25 |
* | Other restrictions may apply. See Purchasing Shares in the Prospectus for further information. |
The minimum initial and subsequent investment amounts may be waived or lowered from time to time.
The distributions you receive from the Fund are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case your distributions generally will be taxed when withdrawn from the tax-deferred account.
Additional Payments to Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies (such as the Advisor) may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your sales person or visit your financial intermediarys website for more information.
30 | August 31, 2016 / PROSPECTUS |
WILMINGTON STRATEGIC ALLOCATION AGGRESSIVE FUND SUMMARY
The Fund seeks a high level of total return consistent with an aggressive level of risk relative to the other Wilmington Strategic Allocation Funds.
This table describes the fees and expenses that you may pay if you buy and hold the Funds Class A Shares and Class I Shares. Acquired Fund Fees and Expenses are expenses incurred indirectly by the Fund through its ownership of shares in other investment companies, such as business development companies. Business development company expenses are similar to the expenses paid by any operating company held by the Fund. They are not direct costs paid by Fund shareholders and are not used to calculate the Funds net asset value. They have no impact on the costs associated with fund operations. Acquired Fund Fees and Expenses are not included in the Funds financial statements, which provide a clearer picture of a funds actual operating costs. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Wilmington Funds. More information about these and other discounts is available from your financial professional, in the Funds prospectus in the section entitled How are shares priced?.
Shareholder Fees
(Fees paid directly from your investment)
Class A | Class I | |||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) |
5.50% | None | ||||||
Maximum Deferred Sales Charge (Load) | None | None | ||||||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) | None | None | ||||||
Redemption Fee | None | None | ||||||
Exchange Fee | None | None |
Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
Class A | Class I | |||||||
Management Fee | 0.40% | 0.40% | ||||||
Distribution and/or Service (12b-1) Fees | 0.25% | None | ||||||
Other Expenses | 0.94% | 0.94% | ||||||
Acquired Fund Fees and Expenses | 0.70% | 0.70% | ||||||
Total Annual Fund Operating Expenses | 2.29% | 2.04% | ||||||
Fee Waivers and/or Expense Reimbursements(1) | (0.72)% | (0.72)% | ||||||
Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement | 1.57% | 1.32% |
(1) | The Funds Advisor, distributor and shareholder services provider have agreed to waive their fees and/or reimburse expenses so that the total annual fund operating expenses paid by the Funds Class A Shares and Class I Shares will not exceed 0.87% and 0.62%, respectively, not including the effects of acquired fund fees and expenses, taxes, or other extraordinary expenses. This waiver may be amended or withdrawn after August 31, 2017, or with the agreement of the Funds Board of Trustees. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Funds Class A Shares and Class I Shares 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 remain the same. The costs for the Fund reflect the net expenses of the Fund that result from the fee waiver/expense reimbursement in the first year only. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class A |
||||||||||||||||
Expenses assuming redemption |
$ | 701 | $ | 1,161 | $ | 1,646 | $ | 2,979 | ||||||||
Class I |
||||||||||||||||
Expenses assuming redemption |
$ | 134 | $ | 570 | $ | 1,032 | $ | 2,311 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 51% of the average value of the portfolio.
Principal Investment Strategies of the Fund
The Fund pursues its investment goal by allocating its investments among fixed income securities, equity securities and other assets in an effort to achieve a high level of total return consistent with an aggressive level of risk relative to the other Wilmington Strategic Allocation Funds. The Fund invests, directly and indirectly, in a broad combination of fixed-income and equity securities, and other assets. The Fund invests directly by buying individual equity and fixed income securities, including exchange-traded notes. The Fund invests indirectly by buying shares of other funds, some of which are managed by the investment advisor and
PROSPECTUS / August 31, 2016 | 31 |
WILMINGTON STRATEGIC ALLOCATION AGGRESSIVE FUND
some of which are not (Underlying Funds). Underlying Funds may include open-end, closed-end and exchange-traded funds (ETFs). The investment advisor will vary, from time to time, the amount of assets that is allocated among equity and fixed income investments, and among individual securities and Underlying Funds, in an attempt to achieve the Funds investment goal, based upon the investment advisors view of economic conditions. The Fund will not acquire more than 25% of the outstanding voting securities of any Underlying Fund.
The Fund anticipates that generally, it will maintain the following allocations, although the Fund is not required to maintain exposure to any particular asset class or investment style. The following allocation ranges are approximate and may be exceeded from time to time:
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allocating 65%-90% of fund assets to global equity securities; |
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allocating 0%-10% of fund assets to global fixed income securities; |
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allocating 10%-50% of fund assets to non-traditional investments; and |
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allocating 0%-10% of fund assets to cash and cash equivalents. |
Underlying Funds may invest in any industry or business, and in any country, region or market. An Underlying Fund may invest in any type of equity security (common, preferred or convertible) and in any capitalization range (e.g., micro-, small-, mid-, large- or mega-cap), and may employ any investment style (e.g., growth, value, core). An Underlying Fund may invest in any type of fixed income security (e.g., corporate, government, asset-backed, mortgage-backed, and zero-coupon securities), including fixed rate, variable rate, inflation-indexed and floating rate debt (including bank loans), with any maturity (e.g., short-term, intermediate-term or long-term), secured or unsecured, and with any credit quality or rating (e.g., investment grade, high yield (junk)). The Fund may make non-traditional investments through Underlying Funds that invest in real estate assets, commodityrelated assets and natural resources, infrastructure assets and hedge fund strategies, and through investments in exchange-traded notes that are linked, directly or indirectly, to real estate, commodities, natural resources, infrastructure assets and hedge fund strategies. The investment advisor may invest directly in equity and fixed income securities of the same types and with the same terms and features as described above for Underlying Funds, other than with respect to hedge fund strategies, real estate, and commodities. The investment advisor anticipates that generally, it will make direct investments in securities in domestic markets and on domestic exchanges, although it may invest directly in foreign markets. Within the parameters described above (and subject to any other applicable limitations), the investment advisor may favor particular asset classes, investment styles, types and qualities of securities, geographic regions, markets and industries.
When making allocation decisions, the investment advisor may consider various quantitative and qualitative data
relating to the U.S. and foreign economies and securities markets. This data may include projected growth trends in the U.S. and foreign economies, forecasts for interest rates and the relationship between short- and long-term interest rates (yield curve), current and projected trends in inflation, relative valuation levels in the equity and fixed income markets and various segments within those markets, the outlook and projected growth of various industrial sectors, information relating to business cycles, borrowing needs and the cost of capital, political trends relating to trade balances and labor information. While the investment advisor performs these analyses on a daily basis, material shifts in asset class exposures typically take place over longer periods of time. The investment advisor will adjust the Funds asset mix based on its analysis of the relative attractiveness and risk of stocks, bonds and nontraditional investments in connection with economic, financial and other market trends.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns, include:
|
Asset Allocation Risk . The Advisors asset allocation decisions among various investments, including equity securities and fixed income securities, may not anticipate market trends successfully. The Advisor may make less than optimal or poor asset allocation decisions. The Advisor attempts to identify investment allocations that will provide consistent, quality performance for the Fund, but there is no guarantee that the allocation techniques will produce the desired results. You could lose money on your investment in the Fund as a result of these allocation decisions. |
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Commodity-Related Risk . Underlying Funds that invest in commodities expose the Fund to the greater volatility of the commodity markets, to commodity-specific risks (weather, disease, supply/demand imbalances), and to international economic, political and regulatory influences that frequently affect the commodities markets. |
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Commodity Tax Risk . The Underlying Funds ability to invest in certain instruments such as commodity-linked derivatives may be adversely affected by changes in legislation, regulations or other legally binding authority. Pursuant to the Internal Revenue Code, the Underlying Fund must derive at least 90% of its gross income from qualifying sources to qualify as a regulated investment company. Gains from the disposition of commodities are not considered qualifying income for this purpose. Additionally, the Internal Revenue Service has issued a revenue ruling which holds that income derived from commodity-linked swaps is not qualifying income. As a result, the Underlying Funds ability to directly invest in commodity-linked swaps as part of its investment strategy is limited to a maximum of 10% of its gross income. Failure to comply with the restrictions in the Internal Revenue Code and any future legislation or guidance may cause the Underlying Fund to fail to qualify as a regulated investment company which may adversely impact a Funds return. |
32 | August 31, 2016 / PROSPECTUS |
WILMINGTON STRATEGIC ALLOCATION AGGRESSIVE FUND
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Company Size Risk . The smaller companies in which the Fund may invest may have unproven track records, a limited product or service base, limited access to capital, and other attributes that can cause their share prices to fluctuate, and they may be more likely to fail than larger companies. Therefore, smaller companies may entail greater risks for investors than larger companies. |
|
Credit Risk . There is a possibility that issuers of securities in which the Fund (and any Underlying Fund) invests may default in the payment of interest or principal on the securities when due, which would cause the Fund to lose money. Underlying Funds that invest in floating rate bank loans (through loan participations or assignments) expose the Fund to both lender and borrower risk, as well as to the potential of a lack liquidity in the market for floating rate loans. |
|
Exchange Traded Funds (ETFs) Risk . An investment in an ETF generally presents the same primary risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment goals, strategies, and policies. The price of an ETF can fluctuate up or down, and a Fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs may be subject to the following risks that do not apply to conventional funds: (i) the market price of an ETFs shares may trade above or below their net asset value; (ii) an active trading market for an ETFs shares may not develop or be maintained; or (iii) trading of an ETFs shares may be halted if the listing exchanges officials deem such action appropriate, the shares are delisted from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally. |
|
Exchange Traded Notes (ETNs) Risk . The value of ETNs, which combine features of ETFs and bonds, depends on the performance of the index or other asset underlying the ETN and the creditworthiness of the ETNs issuer. Unlike ETFs, ETNs are not structured as investment companies and, unlike bonds, they may have no periodic interest payments. ETNs are not secured by any collateral. |
|
Foreign Investing Risk . Economic, political or regulatory conditions may be less favorable, and markets may be less liquid, less transparent and more volatile, in foreign countries, and in particular emerging markets, than in the United States. Currency fluctuations may reduce investment gains or add to investment losses. |
|
Hedge Fund Strategies Risk . Underlying Funds that invest, directly or indirectly, in managers employing hedge fund-type investment strategies may have markedly higher investment management fees than other funds. Hedge fund strategies may be narrowly focused on a particular market, security type or activity, and would be exposed to greater risk of loss if the investment thesis underlying the focus does not occur as anticipated. Hedge fund strategies that are intended to reduce the Funds volatility may fail to do so effectively. The use of leverage by a hedge fund strategy (e.g., through options) will magnify any losses incurred by the strategy. |
|
Inflation-Indexed Securities Risk . Because of the inflation-adjustment feature, inflation-indexed securities typically have lower yields than conventional fixed-rate bonds. The value of inflation-indexed, fixed income securities generally fluctuates in response to changes in real interest rates, which are in turn tied to the relationship between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of an inflation-indexed security. Interest payments on inflation-indexed securities will fluctuate as the principal and/or interest is adjusted for inflation and can be unpredictable. The amounts of the income distributions from an inflation-indexed security are likely to fluctuate considerably more than the income distribution amounts of a conventional bond. The Fund may also experience a loss on an inflation-indexed security if there is deflation. If inflation is lower than expected during the period the Fund holds an inflation-indexed security, the Fund may earn less on the security than on a conventional bond. There can be no assurance that the inflation index used will accurately measure the real rate of inflation in the prices of goods and services. The Funds investment in inflation-indexed securities may lose value in the event that the actual rate of inflation is different than the rate of the inflation index. |
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Inflation-Indexed Securities Tax Risk . Any increase in the principal amount of an inflation-indexed security may be included for tax purposes in the Funds gross income, even though no cash attributable to such gross income has been received by the Fund. In such event, the Fund may be required to make annual distributions to shareholders that exceed the cash it has otherwise received. In order to pay such distributions, the Fund may be required to raise cash by selling portfolio investments. The sale of such investments could result in capital gains to the Fund. In addition, adjustments during the taxable year for deflation to an inflation-indexed bond held by the Fund may cause amounts previously distributed by the Fund in the taxable year as income to be recharacterized as a return of capital. |
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Infrastructure Assets Risk . Underlying Funds that invest, directly or indirectly, in infrastructure operators and projects (e.g., toll roads, port facilities, transmission lines, sewage treatment plants) expose the Fund to the risks associated with large, long-term construction projects, to financial, operating and competitive risks, and to the risks of changing economic and regulatory conditions and political instability in the country or region where the asset is located. These risks may be amplified for real assets located outside of the United States. |
|
Interest Rate Risk . The risk posed by the fact that prices of fixed income securities rise and fall inversely in response to interest rate changes. For instance, a rise in interest rate causes a fall in the value of a fixed income securities. In addition, this risk increases with the length of the maturity of the fixed income security. Accordingly, the yield earned by a Fund will vary with changes in interest rates. Also, when interest rates fall, the price |
PROSPECTUS / August 31, 2016 | 33 |
WILMINGTON STRATEGIC ALLOCATION AGGRESSIVE FUND
of mortgage-backed securities may not rise to as great an extent as that of other fixed income securities. Duration is a measure of the expected life of a debt security that is used to determine the sensitivity of the securitys price to changes in interest rates. Generally, the longer the Funds duration, the more sensitive the Fund will be to changes in interest rates. |
|
Natural Resources Risk . Underlying Funds that invest in companies that own or develop natural resources (e.g., exploring, mining, refining), or supply goods and services to such companies (e.g., drilling, processing, transporting, fabricating) expose the Fund to the greater volatility of the markets for these companies products, and to international economic, political and regulatory influences that frequently affect the operations of these companies. |
|
Non-Investment Grade Securities (Junk Bonds) Risk . High-yield bonds, which are rated below investment grade and are typically referred to as junk bonds, are generally more exposed to credit risk than investment grade securities. These securities are generally higher yielding and higher-risk than investment grade, fixed income securities and are issued by entities whose ability to pay interest and principal on the debt in a timely manner is considered questionable. |
|
Real Estate-Related Risk . Underlying Funds that invest in real estate (generally real estate investment trusts) expose the Fund to the risks of owning real estate directly, such as market-specific conditions (economic, supply/demand imbalances), creditworthiness of the issuer, quality of property management, and changing interest rates. |
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Stock Market Risk . The value of equity securities in the Funds portfolio (and any Underlying Funds portfolio) will fluctuate and, as a result, the Funds Share price may decline suddenly or over a sustained period of time. |
|
Underlying Funds Risk . The investment performance of the Fund is affected by the investment performance of the Underlying Funds in which it invests. The ability of the Fund to achieve its investment goal depends on the ability of the Underlying Funds to meet their investment goals and on the decisions of the Advisor, as investment advisor, regarding the allocation of the Funds assets among the Underlying Funds. There can be no assurance that the investment goal of the Fund or any Underlying Fund will be achieved. Through its investments in Underlying Funds, the Fund is subject to the risks of the Underlying Funds investments. Certain of the risks of the Underlying Funds investments are described above. In addition, both the Fund and the Underlying Funds in which it invests bear fees and expenses, so investment in the Fund may be subject to certain duplicate expenses. The Advisor is subject to certain conflicts of interest in choosing the Underlying Funds in which the Fund may invest. |
As with any mutual fund investment, loss of money is a risk of investing. An investment in the Fund is not a deposit in a
bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
The returns presented for the Fund for periods prior to March 9, 2012 reflect the performance of Wilmington Aggressive Asset Allocation Fund (the Predecessor Fund), a former series of WT Mutual Fund. The Fund has adopted the performance of the Predecessor Fund as the result of a reorganization in which the Fund acquired all of the assets, subject to the liabilities, of the Predecessor Fund. The Fund and the Predecessor Fund have substantially similar investment goals and strategies.
The bar chart and table immediately following show the variability of the Funds returns and are meant to provide some indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year, with respect to its Class I Shares, and by showing how the Funds average annual total returns for 1, 5 and 10 years or the life of the Fund compare with those of broad measures of market performance. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. The table shows returns for the Funds primary broad-based market indices, the Russell 3000 Index and the MSCI All Country World ex-US Investable Market Index. The Fund also compares its performance to the Aggressive Blended Index constructed by the Advisor. Updated performance information is available at www.wilmingtonfunds.com.
Annual Total Returns Class I Shares
Best Quarter 17.70% 6/30/2009
Worst Quarter (22.15)% 12/31/2008 |
The Funds Class I Shares total return for the six-month period from January 1, 2016 to June 30, 2016 was 0.54%.
34 | August 31, 2016 / PROSPECTUS |
WILMINGTON STRATEGIC ALLOCATION AGGRESSIVE FUND
The average annual total returns in the table below include the maximum Class A sales charge of 5.50%, which is normally deducted when you purchase shares.
Average Annual Total Returns
(For the periods ended December 31, 2015)
1 Year | 5 Years | 10 Years | ||||||||||
Class I Shares |
||||||||||||
Return Before Taxes |
(0.28)% | 6.08% | 4.16% | |||||||||
Return After Taxes on Distributions |
(1.18)% | 5.70% | 3.52% | |||||||||
Return After Taxes on Distributions and Sales of Fund |
0.53% | 4.76% | 3.22% | |||||||||
Class A Shares |
||||||||||||
Return Before Taxes |
(5.95)% | 4.64% | 3.32% | |||||||||
Russell 3000 Index (reflects no deductions for fees, expenses or taxes) |
0.48% | 12.18% | 7.35% | |||||||||
MSCI All Country World ex-US Investable Market Index |
(4.60)% | 1.27% | 3.18% | |||||||||
Aggressive Blended Index (reflects no deduction for taxes)* |
(1.79)% | 6.49% | 5.12% |
* | The Aggressive Blended Index is calculated by the investment advisor and represents the weighted returns of the following indices: 37.0% Russell 1000 Index; 14.8% Russell 2000 Index; 23.1% MSCI EAFE Index; 11.6% MSCI Emerging Markets Index; 7.5% HFRI Fund of Funds Composite Index; 2.5% Dow Jones Global ex-US Select Real Estate Securities Index; 0.75% S&P US REIT Index; 0.75% Barclays US Government Inflation-Linked Bond Index; and 2.0% Ibbotson Associates SBBI 30-Day US T-Bill Index. Prior to April 1, 2016, the Aggressive Blended Index represented the weighted returns of the following indices: 48% Russell 3000 Index; 32% MSCI All Country World ex-US Investable Market Index (Net, USD); 7% HFRX Global Index; 5% Barclays World Government Inflation-Linked Bond Index (hedged USD); 3.5% S&P Global Developed Property Index; 1.5% Bloomberg Commodity Index; and 3% Citigroup 3-Month T-Bill Index. |
After-tax performance is presented only for Class I Shares of the Fund. The after-tax returns for other Fund classes may vary. Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds Fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan.
Investment Advisor
Wilmington Funds Management Corporation
Investment Sub-Advisor
Wilmington Trust Investment Advisors, Inc. (WTIA)
Portfolio Managers | Title |
Service Date (with the Fund) |
||
Mark J. Stevenson, CFA | Vice President at WTIA | 2011 | ||
Joshua A. Savadove, CFA, CAIA | Vice President at WTIA | 2012 | ||
Allen E. Choinski, CFA | Vice President and Portfolio Manager/Research Analyst at WTIA | 2012 |
Purchase and Sale of Fund Shares
Requests to purchase or redeem Fund Shares are processed on each day that the New York Stock Exchange (NYSE) is open for business. You may purchase or redeem Shares by contacting the Fund at 1-800-836-2221. If you invest through a financial intermediary, please contact that intermediary regarding purchase and redemption procedures.
Minimum Initial Investment Amount (Class A):* | $ | 1,000 | ||
Minimum Initial Investment Amount (Class I):* | $ | 1,000,000 | ||
Minimum Subsequent Investment Amount: | $ | 25 |
* | Other restrictions may apply. See Purchasing Shares in the Prospectus for further information. |
The minimum initial and subsequent investment amounts may be waived or lowered from time to time.
The distributions you receive from the Fund are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case your distributions generally will be taxed when withdrawn from the tax-deferred account.
Additional Payments to Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies (such as the Advisor) may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your sales person or visit your financial intermediarys website for more information.
PROSPECTUS / August 31, 2016 | 35 |
WILMINGTON INTERMEDIATE-TERM BOND FUND SUMMARY
The Fund seeks to provide current income and secondarily, capital growth.
This table describes the fees and expenses that you may pay if you buy and hold the Funds Class A Shares and Class I Shares. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $100,000 in the Wilmington Funds. More information about these and other discounts is available from your financial professional, in the Funds prospectus in the section entitled How are shares priced?.
Shareholder Fees
(Fees paid directly from your investment)
Class A | Class I | |||||||
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) |
4.50% | None | ||||||
Maximum Deferred Sales Charge (Load) | None | None | ||||||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) | None | None | ||||||
Redemption Fee | None | None | ||||||
Exchange Fee | None | None |
Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
Class A | Class I | |||||||
Management Fee | 0.45% | 0.45% | ||||||
Distribution and/or Service (12b-1) Fees | 0.25% | None | ||||||
Other Expenses | 0.48% | 0.48% | ||||||
Total Annual Fund Operating Expenses | 1.18% | 0.93% | ||||||
Fee Waivers and/or Expense Reimbursements(1) | (0.30)% | (0.40)% | ||||||
Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement | 0.88% | 0.53% |
(1) | The Funds Advisor, distributor and shareholder services provider have agreed to waive their fees and/or reimburse expenses so that the total annual fund operating expenses paid by the Funds Class A Shares and Class I Shares will not exceed 0.88% and 0.53%, respectively, not including the effects of taxes or extraordinary expenses. This waiver may be amended or withdrawn after August 31, 2017, or with the agreement of the Funds Board of Trustees. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Funds Class A Shares and Class I Shares 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 remain the same. The costs for the Fund reflect the net expenses of the Fund that result from the fee waiver/expense reimbursement in the first year only. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class A |
||||||||||||||||
Expenses assuming redemption |
$ | 536 | $ | 779 | $ | 1,042 | $ | 1,792 | ||||||||
Class I |
||||||||||||||||
Expenses assuming redemption |
$ | 54 | $ | 256 | $ | 476 | $ | 1,106 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 32% of the average value of its portfolio.
Principal Investment Strategies of the Fund
The Fund seeks to achieve its investment goal by investing primarily in U.S. investment grade corporate and government fixed income securities, including mortgage and asset backed securities. Under normal circumstances, the Fund invests at least 80% of the value of its net assets in fixed income securities. The Funds investment advisor will select investment grade fixed income securities and unrated securities determined to be of comparable quality, but also may invest up to 15% of the Funds total assets in lower-rated debt securities (junk bonds). The Fund normally invests in securities with intermediate maturities, and the Fund seeks to maintain a weighted average maturity of three to five years. However, the Fund has no maturity restrictions on individual issues, and the weighted average maturity of the Funds portfolio will vary within a range of three to five years depending on market conditions.
In selecting securities for the Fund, the investment advisor considers a securitys credit quality, capital appreciation potential, maturity and yield to maturity. The investment advisor will monitor changing economic conditions and trends, including interest rates, and may sell securities in anticipation of an increase in interest rates or purchase securities in anticipation of a decrease in interest rates.
36 | August 31, 2016 / PROSPECTUS |
WILMINGTON INTERMEDIATE-TERM BOND FUND
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns include:
|
Active Trading Risk . The Fund may trade securities actively, which could increase its transaction costs (thereby lowering its performance) and increase the amount of taxes that you pay. |
|
Call Risk . Issuers of securities may redeem the securities prior to maturity at a price below their current market value. |
|
Changing Fixed Income Market Conditions Risk . The current historically low interest rate environment was created in part by the Federal Reserve Board (FRB) and certain foreign central banks keeping the federal funds and equivalent foreign rates at or near zero. There is a risk that interest rates will rise when the FRB and central banks raise these rates. This risk is heightened due to the potential tapering of the FRBs quantitative easing program and other similar foreign central bank actions. This tapering and eventual increase in the federal funds and equivalent foreign rates may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. In addition, decreases in fixed income dealer market-making capacity may also potentially lead to heightened volatility and reduced liquidity in the fixed income markets. As a result, the value of the Funds investments and share price may decline. Changes in central bank policies could also result in higher than normal shareholder redemptions, which could potentially increase portfolio turnover and the Funds transaction costs. |
|
Credit Risk . There is a possibility that issuers of securities in which the Fund invests may default in the payment of interest or principal on the securities when due, which would cause the Fund to lose money. |
|
Interest Rate Risk . The risk posed by the fact that prices of fixed income securities rise and fall inversely in response to interest rate changes. For instance, a rise in interest rate causes a fall in the value of a fixed income securities. In addition, this risk increases with the length of the maturity of the fixed income security. Accordingly, the yield earned by a Fund will vary with changes in interest rates. Also, when interest rates fall, the price of mortgage-backed securities may not rise to as great an extent as that of other fixed income securities. Duration is a measure of the expected life of a debt security that is used to determine the sensitivity of the securitys price to changes in interest rates. Generally, the longer the Funds duration, the more sensitive the Fund will be to changes in interest rates. |
|
Liquidity Risk. The risk that certain securities may be difficult or impossible for a Fund to sell or dispose of at the price at which the Fund has valued the security. |
|
Mortgage-Backed and Asset-Backed Securities Risk. Through its investments in mortgage-backed securities, the Fund may have some exposure to subprime loans, as well as to the mortgage and credit markets generally. Subprime loans, which are loans made to borrowers with weakened credit histories, have had in many cases higher default rates than loans that meet government underwriting requirements. The credit quality of most asset-backed securities depends primarily on the credit quality of the assets underlying such securities, how well the entity issuing the security is insulated from the credit risk of the originator or any other affiliated entities, and the amount and quality of any credit enhancement of the securities. |
|
Non-Investment Grade Securities (Junk Bonds) Risk . High-yield bonds, which are rated below investment grade and are typically referred to as junk bonds, are generally more exposed to credit risk than investment grade securities. These securities are generally higher-yielding and higher-risk than investment grade, fixed income securities and are issued by entities whose ability to pay interest and principal on the debt in a timely manner is considered questionable. |
|
Prepayment Risk . The risk that a mortgage-backed or other asset-backed security may be paid off and proceeds delivered to a Fund earlier than anticipated. Prepayment risk is more prevalent during periods of falling interest rates. |
As with any mutual fund investment, loss of money is a risk of investing. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
The bar chart and table immediately following show the variability of the Funds returns and are meant to provide some indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year, with respect to its Class A Shares and by showing how the Funds average annual total returns for 1, 5 and 10 years or life of the Fund compare with those of a broad measure of market performance. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at www.wilmingtonfunds.com.
PROSPECTUS / August 31, 2016 | 37 |
WILMINGTON INTERMEDIATE-TERM BOND FUND
Annual Total Returns Class I Shares
Best Quarter 3.83% 9/30/2009
Worst Quarter (1.89)% 6/30/2013 |
The Funds Class I Shares total return for the six-month period from January 1, 2016 to June 30, 2016 was 3.91%. The average annual total returns in the table below include the maximum Class A sales charge of 4.50%, which is normally deducted when you purchase shares.
Average Annual Total Returns
(For the periods ended December 31, 2015)
1 Year | 5 Years | 10 Years | ||||||||||
Class I Shares |
||||||||||||
Return Before Taxes |
0.59% | 2.62% | 4.34% | |||||||||
Return After Taxes on Distributions |
(0.22)% | 1.29% | 2.86% | |||||||||
Return After Taxes on Distributions and Sale of Fund Shares |
0.40% | 1.65% | 2.89% | |||||||||
Class A Shares |
||||||||||||
Return Before Taxes |
(4.16)% | 1.37% | 3.59% | |||||||||
Barclays Intermediate Government/Credit Bond Index (reflects no deduction for fees, expenses or taxes) |
1.07% | 2.58% | 4.04% |
After-tax performance is presented only for Class I Shares of the Fund. The after-tax returns for other Fund classes may vary. Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds Fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan.
Investment Advisor
Wilmington Funds Management Corporation
Investment Sub-Advisor
Wilmington Trust Investment Advisors, Inc. (WTIA)
Portfolio Managers | Title |
Service Date
(with the Fund) |
||
Dominick J. DEramo, CFA | Group Vice President and Chief Fixed Income Officer at WTIA | 2012 | ||
Randy H. Vogel, CFA | Vice President, Senior Credit Analyst and Portfolio Manager at WTIA | 2012 | ||
Wilmer C. Stith, III, CFA | Vice President and Portfolio Manager at WTIA | 1996 | ||
James M. Hannan | Administrative Vice President and Portfolio Manager at WTIA | 2012 |
Purchase and Sale of Fund Shares
Requests to purchase or redeem Fund Shares are processed on each day that the New York Stock Exchange (NYSE) is open for business. You may purchase or redeem Shares by contacting the Fund at 1-800-836-2211. If you invest through a financial intermediary, please contact that intermediary regarding purchase and redemption procedures.
Minimum Initial Investment Amount (Class A):* | $ | 1,000 | ||
Minimum Initial Investment Amount (Class I):* | $ | 1,000,000 | ||
Minimum Subsequent Investment Amount: | $ | 25 |
* | Other restrictions may apply. See Purchasing Shares in the Prospectus for further information. |
The minimum initial and subsequent investment amounts may be waived or lowered from time to time.
The distributions you receive from the Fund are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case your distributions generally will be taxed when withdrawn from the tax-deferred account.
Additional Payments to Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies (such as the Advisor) may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your sales person or visit your financial intermediarys website for more information.
38 | August 31, 2016 / PROSPECTUS |
WILMINGTON BROAD MARKET BOND FUND SUMMARY
The Fund seeks to provide current income and secondarily, capital growth.
This table describes the fees and expenses that you may pay if you buy and hold the Funds Class A Shares and Class I Shares. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $100,000 in the Wilmington Funds. More information about these and other discounts is available from your financial professional, in the Funds prospectus in the section entitled How are shares priced?.
Shareholder Fees
(Fees paid directly from your investment)
Class A | Class I | |||||||
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) |
4.50% | None | ||||||
Maximum Deferred Sales Charge
(Load) |
None | None | ||||||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) |
None | None | ||||||
Redemption Fee | None | None | ||||||
Exchange Fee | None | None |
Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
Class A | Class I | |||||||
Management Fee | 0.45% | 0.45% | ||||||
Distribution and/or Service (12b-1) Fees | 0.25% | None | ||||||
Other Expenses | 0.40% | 0.40% | ||||||
Total Annual Fund Operating Expenses | 1.10% | 0.85% | ||||||
Fee Waivers and/or Expense Reimbursements(1) | (0.20)% | (0.30)% | ||||||
Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement | 0.90% | 0.55% |
(1) | The Funds Advisor, distributor and shareholder services provider have agreed to waive their fees and/or reimburse expenses so that the total annual fund operating expenses paid by the Funds Class A Shares and Class I Shares will not exceed 0.90% and 0.55%, respectively, not including the effects of taxes or extraordinary expenses. This waiver may be amended or withdrawn after August 31, 2017, or with the agreement of the Funds Board of Trustees. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Funds Class A Shares and Class I Shares 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 remain the same. The costs for the Fund reflect the net expenses of the Fund that result from the fee waiver/expense reimbursement in the first year only. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class A |
||||||||||||||||
Expenses assuming redemption |
$ | 538 | $ | 765 | $ | 1,010 | $ | 1,713 | ||||||||
Class I |
||||||||||||||||
Expenses assuming redemption |
$ | 56 | $ | 241 | $ | 442 | $ | 1,021 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 44% of the average value of its portfolio.
Principal Investment Strategies of the Fund
The Fund seeks to achieve its investment goal by investing primarily in U.S. investment grade corporate and government fixed income securities, including mortgage and asset
backed securities. Under normal circumstances, the Fund invests at least 80% of the value of its net assets in fixed income securities. The Funds investment advisor will generally select investment grade fixed income securities and unrated securities determined to be of comparable quality, but also may invest up to 15% of the Funds total assets in lower-rated debt securities (junk bonds). The Fund seeks to maintain a dollar-weighted average maturity of four to ten years. However, the dollar-weighted average maturity of the Funds investments will vary depending on market conditions.
In selecting securities for the Fund, the investment advisor considers a securitys credit quality, capital appreciation potential, maturity and yield to maturity. The investment advisor will monitor changing economic conditions and trends, including interest rates, and may sell securities in anticipation of an increase in interest rates or purchase securities in anticipation of a decrease in interest rates.
PROSPECTUS / August 31, 2016 | 39 |
WILMINGTON BROAD MARKET BOND FUND
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns include:
|
Active Trading Risk. The Fund may trade securities actively, which could increase its transaction costs (thereby lowering its performance) and increase the amount of taxes that you pay. |
|
Call Risk. Issuers of securities may redeem the securities prior to maturity at a price below their current market value. |
|
Changing Fixed Income Market Conditions Risk. The current historically low interest rate environment was created in part by the Federal Reserve Board (FRB) and certain foreign central banks keeping the federal funds and equivalent foreign rates at or near zero. There is a risk that interest rates will rise when the FRB and central banks raise these rates. This risk is heightened due to the potential tapering of the FRBs quantitative easing program and other similar foreign central bank actions. This tapering and eventual increase in the federal funds and equivalent foreign rates may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. In addition, decreases in fixed income dealer market-making capacity may also potentially lead to heightened volatility and reduced liquidity in the fixed income markets. As a result, the value of the Funds investments and share price may decline. Changes in central bank policies could also result in higher than normal shareholder redemptions, which could potentially increase portfolio turnover and the Funds transaction costs. |
|
Credit Risk. There is a possibility that issuers of securities in which the Fund invests may default in the payment of interest or principal on the securities when due, which would cause the Fund to lose money. |
|
Interest Rate Risk. The risk posed by the fact that prices of fixed income securities rise and fall inversely in response to interest rate changes. For instance, a rise in interest rate causes a fall in the value of a fixed income securities. In addition, this risk increases with the length of the maturity of the fixed income security. Accordingly, the yield earned by a Fund will vary with changes in interest rates. Also, when interest rates fall, the price of mortgage-backed securities may not rise to as great an extent as that of other fixed income securities. Duration is a measure of the expected life of a debt security that is used to determine the sensitivity of the securitys price to changes in interest rates. Generally, the longer the Funds duration, the more sensitive the Fund will be to changes in interest rates. |
|
Liquidity Risk. The risk that certain securities may be difficult or impossible for a Fund to sell or dispose of at the price at which the Fund has valued the security. |
|
Mortgage-Backed and Asset-Backed Securities Risk. Through its investments in mortgage-backed securities, the Fund may have some exposure to subprime loans, as well as to the mortgage and credit markets generally. Subprime loans, which are loans made to borrowers with weakened credit histories, have had in many cases higher default rates than loans that meet government underwriting requirements. The credit quality of most asset-backed securities depends primarily on the credit quality of the assets underlying such securities, how well the entity issuing the security is insulated from the credit risk of the originator or any other affiliated entities, and the amount and quality of any credit enhancement of the securities. |
|
Non-Investment Grade Securities (Junk Bonds) Risk. High-yield bonds, which are rated below investment grade and are typically referred to as junk bonds, are generally more exposed to credit risk than investment grade securities. These securities are generally higher-yielding and higher-risk than investment grade, fixed income securities and are issued by entities whose ability to pay interest and principal on the debt in a timely manner is considered questionable. |
|
Prepayment Risk. The risk that a mortgage-backed or other asset-backed security may be paid off and proceeds delivered to a Fund earlier than anticipated. Prepayment risk is more prevalent during periods of falling interest rates. |
As with any mutual fund investment, loss of money is a risk of investing. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
The bar chart and table immediately following show the variability of the Funds returns and are meant to provide some indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year, with respect to its Class A Shares, and by showing how the Funds average annual total returns for 1, 5 and 10 years compare with those of a broad measure of market performance. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at www.wilmingtonfunds.com.
40 | August 31, 2016 / PROSPECTUS |
WILMINGTON BROAD MARKET BOND FUND
Annual Total Returns Class I Shares
Best Quarter 5.10% 9/30/2009
|
||
Worst Quarter (2.58)% 6/30/2013 |
The Funds Class I Shares total return for the six-month period from January 1, 2016 to June 30, 2016 was 5.31%. The average annual total returns in the table below include the maximum Class A sales charge of 4.50%, which is normally deducted when you purchase shares.
Average Annual Total Returns
(For the periods ended December 31, 2015)
1 Year | 5 Years | 10 Years | ||||||||||
Class I Shares |
||||||||||||
Return Before Taxes |
0.10% | 3.37% | 4.32% | |||||||||
Return After Taxes on Distributions |
(0.91)% | 1.93% | 2.71% | |||||||||
Return After Taxes on Distributions and Sale of Fund Shares |
0.08% | 2.12% | 2.77% | |||||||||
Class A Shares |
||||||||||||
Return Before Taxes |
(4.72)% | 2.08% | 3.55% | |||||||||
Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes) |
0.55% | 3.25% | 4.51% |
After-tax performance is presented only for Class I Shares of the Fund. The after-tax returns for other Fund classes may vary. Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds Fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan.
Investment Advisor
Wilmington Funds Management Corporation
Investment Sub-Advisor
Wilmington Trust Investment Advisors, Inc. (WTIA)
Portfolio Managers | Title |
Service Date
(with the Fund) |
||
James M. Hannan | Administrative Vice President and Portfolio Manager at WTIA | 2002 | ||
Wilmer C. Stith, III, CFA | Vice President and Portfolio Manager at WTIA | 1996 | ||
Dominick J. DEramo, CFA | Group Vice President and Chief Fixed Income Officer at WTIA | 2012 | ||
Randy H. Vogel, CFA | Vice President, Senior Credit Analyst and Portfolio Manager at WTIA | 2012 |
Purchase and Sale of Fund Shares
Requests to purchase or redeem Fund Shares are processed on each day that the New York Stock Exchange (NYSE) is open for business. You may purchase or redeem Shares by contacting the Fund at 1-800-836-2211. If you invest through a financial intermediary, please contact that intermediary regarding purchase and redemption procedures.
Minimum Initial Investment Amount (Class A):* | $ | 1,000 | ||
Minimum Initial Investment Amount (Class I):* | $ | 1,000,000 | ||
Minimum Subsequent Investment Amount: | $ | 25 |
* | Other restrictions may apply. See Purchasing Shares in the Prospectus for further information. |
The minimum initial and subsequent investment amounts may be waived or lowered from time to time.
The distributions you receive from the Fund are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case your distributions generally will be taxed when withdrawn from the tax-deferred account.
Additional Payments to Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies (such as the Advisor) may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your sales person or visit your financial intermediarys website for more information.
PROSPECTUS / August 31, 2016 | 41 |
WILMINGTON SHORT-TERM BOND FUND SUMMARY
The Fund seeks to provide current income.
This table describes the fees and expenses that you may pay if you buy and hold the Funds Class A Shares and Class I Shares. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $100,000 in the Wilmington Funds. More information about these and other discounts is available from your financial professional, in the Funds prospectus in the section entitled How are shares priced?.
Shareholder Fees
(Fees paid directly from your investment)
Class A | Class I | |||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 1.75% | None | ||||||
Maximum Deferred Sales Charge (Load) | None | None | ||||||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) | None | None | ||||||
Redemption Fee | None | None | ||||||
Exchange Fee | None | None |
Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
Class A | Class I | |||||||
Management Fee | 0.40% | 0.40% | ||||||
Distribution and/or Service (12b-1) Fees | 0.25% | None | ||||||
Other Expenses | 0.46% | 0.46% | ||||||
Total Annual Fund Operating Expenses | 1.11% | 0.86% | ||||||
Fee Waivers and/or Expense Reimbursements(1) | (0.38)% | (0.38)% | ||||||
Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement | 0.73% | 0.48% |
(1) | The Funds Advisor, distributor and shareholder services provider have agreed to waive their fees and/or reimburse expenses so that the total annual fund operating expenses paid by the Funds Class A Shares and Class I Shares will not exceed 0.73% and 0.48%, respectively, not including the effects of taxes or extraordinary expenses. This waiver may be amended or withdrawn after August 31, 2017, or with the agreement of the Funds Board of Trustees. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Funds Class A Shares and Class I Shares 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 remain the same. The costs for the Fund reflect the net expenses of the Fund that result from the fee waiver/expense reimbursement in the first year only. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class A |
||||||||||||||||
Expenses assuming redemption |
$ | 248 | $ | 485 | $ | 740 | $ | 1,470 | ||||||||
Class I |
||||||||||||||||
Expenses assuming redemption |
$ | 49 | $ | 236 | $ | 440 | $ | 1,026 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 104% of the average value of its portfolio.
Principal Investment Strategies of the Fund
The Fund seeks to achieve its investment goal by investing primarily in U.S. investment grade corporate and government fixed income securities, including mortgage and asset backed securities. Under normal circumstances, the Fund invests at least 80% of the value of its net assets in fixed income securities. The Funds investment advisor will select investment grade fixed income securities and unrated securities determined to be of comparable quality, but also may invest up to 15% of the Funds total assets in lower-rated debt securities (junk bonds). The Fund normally invests in securities with short maturities, and the Fund seeks to maintain a weighted average maturity of three years or less. However, the Fund has no maturity restrictions on individual issues, and the weighted average maturity of the Funds portfolio will vary within a range of zero to three years depending on market conditions. In selecting securities for the Fund, the investment advisor considers a securitys credit quality, capital appreciation potential, maturity and yield to maturity. The investment advisor will monitor changing economic conditions and trends, including interest rates, and may sell securities in anticipation of an increase in interest rates or purchase securities in anticipation of a decline in interest rates.
42 | August 31, 2016 / PROSPECTUS |
WILMINGTON SHORT-TERM BOND FUND
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns include:
|
Active Trading Risk . The Fund may trade securities actively, which could increase its transaction costs (thereby lowering its performance) and increase the amount of taxes that you pay. |
|
Call Risk . Issuers of securities may redeem the securities prior to maturity at a price below their current market value. |
|
Changing Fixed Income Market Conditions Risk. The current historically low interest rate environment was created in part by the Federal Reserve Board (FRB) and certain foreign central banks keeping the federal funds and equivalent foreign rates at or near zero. There is a risk that interest rates will rise when the FRB and central banks raise these rates. This risk is heightened due to the potential tapering of the FRBs quantitative easing program and other similar foreign central bank actions. This tapering and eventual increase in the federal funds and equivalent foreign rates may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. In addition, decreases in fixed income dealer market-making capacity may also potentially lead to heightened volatility and reduced liquidity in the fixed income markets. As a result, the value of the Funds investments and share price may decline. Changes in central bank policies could also result in higher than normal shareholder redemptions, which could potentially increase portfolio turnover and the Funds transaction costs. |
|
Credit Risk. There is a possibility that issuers of securities in which the Fund invests may default in the payment of interest or principal on the securities when due, which would cause the Fund to lose money. |
|
Interest Rate Risk. The risk posed by the fact that prices of fixed income securities rise and fall inversely in response to interest rate changes. For instance, a rise in interest rate causes a fall in the value of a fixed income securities. In addition, this risk increases with the length of the maturity of the fixed income security. Accordingly, the yield earned by a Fund will vary with changes in interest rates. Also, when interest rates fall, the price of mortgage-backed securities may not rise to as great an extent as that of other fixed income securities. Duration is a measure of the expected life of a debt security that is used to determine the sensitivity of the securitys price to changes in interest rates. Generally, the longer the Funds duration, the more sensitive the Fund will be to changes in interest rates. |
|
Liquidity Risk. The risk that certain securities may be difficult or impossible for a Fund to sell or dispose of at the price at which the Fund has valued the security. |
|
Mortgage-Backed and Asset-Backed Securities Risk. Through its investments in mortgage-backed securities, the Fund may have some exposure to subprime loans, as well as to the mortgage and credit markets generally. Subprime loans, which are loans made to borrowers with weakened credit histories, have had in many cases higher default rates than loans that meet government underwriting requirements. The credit quality of most asset-backed securities depends primarily on the credit quality of the assets underlying such securities, how well the entity issuing the security is insulated from the credit risk of the originator or any other affiliated entities, and the amount and quality of any credit enhancement of the securities. |
|
Non-Investment Grade Securities (Junk Bonds) Risk. High-yield bonds, which are rated below investment grade and are typically referred to as junk bonds, are generally more exposed to credit risk than investment grade securities. These securities are generally higher-yielding and higher-risk than investment grade, fixed income securities and are issued by entities whose ability to pay interest and principal on the debt in a timely manner is considered questionable. |
|
Prepayment Risk . The risk that a mortgage-backed or other asset-backed security may be paid off and proceeds delivered to a Fund earlier than anticipated. Prepayment risk is more prevalent during periods of falling interest rates. |
As with any mutual fund investment, loss of money is a risk of investing. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
The bar chart and table immediately following show the variability of the Funds returns and are meant to provide some indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year, with respect to its Class A Shares, and by showing how the Funds average annual total returns for 1, 5 and 10 years or the life of the Fund compare with those of a broad measure of market performance. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at www.wilmingtonfunds.com.
PROSPECTUS / August 31, 2016 | 43 |
WILMINGTON SHORT-TERM BOND FUND
Annual Total Returns Class I Shares
Best Quarter 2.72% 6/30/2009
Worst Quarter (0.53)% 6/30/2013 |
The Funds Class I Shares total return for the six-month period from January 1, 2016 to June 30, 2016 was 1.89%. The average annual total returns in the table below include the maximum Class A sales charge of 1.75%, which is normally deducted when you purchase shares.
Average Annual Total Returns
(For the periods ended December 31, 2015)
1 Year | 5 Years | 10 Years | ||||||||||
Class I Shares |
||||||||||||
Return Before Taxes |
0.27 | % | 1.22 | % | 2.77 | % | ||||||
Return After Taxes on Distributions |
(0.29 | )% | 0.59 | % | 1.87 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares |
0.19 | % | 0.72 | % | 1.82 | % | ||||||
Class A Shares |
||||||||||||
Return Before Taxes |
(1.74 | )% | 0.62 | % | 2.38 | % | ||||||
Barclays 1-3 Year Government/Credit Bond Index (reflects no deduction for fees, expenses or taxes) |
0.65 | % | 0.98 | % | 2.74 | % |
After-tax performance is presented only for Class I Shares of the Fund. The after-tax returns for other Fund classes may vary. Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds Fund shares in a tax-deferred
account, such as an individual retirement account or a 401(k) plan.
Investment Advisor
Wilmington Funds Management Corporation
Investment Sub-Advisor
Wilmington Trust Investment Advisors, Inc. (WTIA)
Portfolio Manager | Title |
Service Date
(with the Fund) |
||
Wilmer C. Stith, III, CFA | Vice President and Portfolio Manager at WTIA | 1996 | ||
James M. Hannan | Administrative Vice President and Portfolio Manager at WTIA | 2012 |
Purchase and Sale of Fund Shares
Requests to purchase or redeem Fund Shares are processed on each day that the New York Stock Exchange (NYSE) is open for business. You may purchase or redeem Shares by contacting the Fund at 1-800-836-2211. If you invest through a financial intermediary, please contact that intermediary regarding purchase and redemption procedures.
Minimum Initial Investment Amount (Class A):* | $ | 1,000 | ||
Minimum Initial Investment Amount (Class I):* | $ | 1,000,000 | ||
Minimum Subsequent Investment Amount: | $ | 25 |
* | Other restrictions may apply. See Purchasing Shares in the prospectus for further information. |
The minimum initial and subsequent investment amounts may be waived or lowered from time to time.
The distributions you receive from the Fund are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case your distributions generally will be taxed when withdrawn from the tax-deferred account.
Additional Payments to Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies (such as the Advisor) may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your sales person or visit your financial intermediarys website for more information.
44 | August 31, 2016 / PROSPECTUS |
WILMINGTON MUNICIPAL BOND FUND SUMMARY
The Fund seeks a high level of income exempt from federal income tax, consistent with the preservation of capital.
This table describes the fees and expenses that you may pay if you buy and hold the Funds Class A Shares and Class I Shares. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $100,000 in the Wilmington Funds. More information about these and other discounts is available from your financial professional, in the Funds prospectus in the section entitled How are shares priced?.
Shareholder Fees
(Fees paid directly from your investment)
Class A | Class I | |||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) |
4.50% | None | ||||||
Maximum Deferred Sales Charge (Load) | None | None | ||||||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) | None | None | ||||||
Redemption Fee | None | None | ||||||
Exchange Fee | None | None |
Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
Class A | Class I | |||||||
Management Fee | 0.45% | 0.45% | ||||||
Distribution and/or Service
(12b-1) Fees |
0.25% | None | ||||||
Other Expenses | 0.39% | 0.39% | ||||||
Total Annual Fund Operating Expenses | 1.09% | 0.84% | ||||||
Fee Waivers and/or Expense
Reimbursements(1) |
(0.35)% | (0.35)% | ||||||
Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement | 0.74% | 0.49% |
(1) | The Funds Advisor, distributor and shareholder services provider have agreed to waive their fees and/or reimburse expenses so that the total annual fund operating expenses paid by the Funds Class A Shares and Class I Shares will not exceed 0.74% and 0.49%, respectively (not including the effects of acquired fund fees and expenses, taxes or other extraordinary expenses). This waiver may be amended or withdrawn after August 31, 2017, or with the agreement of the Funds Board of Trustees. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Funds Class A Shares and Class I Shares 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 remain the same. The costs for the Fund reflect the net expenses of the Fund that result from the fee waiver/expense reimbursement in the first year only. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class A |
||||||||||||||||
Expenses assuming redemption |
$ | 522 | $ | 748 | $ | 991 | $ | 1,689 | ||||||||
Class I |
||||||||||||||||
Expenses assuming redemption |
$ | 50 | $ | 233 | $ | 432 | $ | 1,005 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 32% of the average value of the portfolio.
Principal Investment Strategies of the Fund
Under normal circumstances, the Fund invests at least 80% of the value of its net assets in municipal securities that provide interest exempt from federal income tax. The Fund may invest up to 20% of its assets in other types of fixed income securities that provide income that is subject to federal income tax. The Fund generally invests in securities rated in the top four categories by a rating agency such as Moodys Investors Service, Inc. (Moodys) or Standard & Poors Corporation (S&P) or if unrated, determined by the investment advisor to be of comparable quality. The Fund seeks to maintain a weighted average maturity of three to ten years. However, the Fund has no maturity restrictions on individual issues, and the weighted average maturity of the Funds portfolio will vary depending on market conditions.
The Fund may invest more than 25% of its assets in securities relating to one political subdivision, such as any state
PROSPECTUS / August 31, 2016 | 45 |
WILMINGTON MUNICIPAL BOND FUND
or U.S. territory. The Fund may focus its investments in sectors of the municipal securities market, such as healthcare or housing. There are no limitations on the Funds investment in any one of the three general categories of municipal obligations: general obligation bonds, special revenue bonds and private activity bonds.
In selecting securities, the Funds investment advisor focuses on credit analysis, the relative values of different sectors of the market, geographic diversity and securities with different and potentially advantageous structures. The investment advisor seeks to construct a portfolio with substantially the same interest rate exposure as the Funds benchmark, and does not select securities based on forecasts of interest rates.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns include:
|
Alternative Minimum Tax Risk. Although the interest received from municipal securities generally is exempt from federal income tax, the Fund may invest a portion of its total assets in municipal securities subject to the federal alternative minimum tax. Accordingly, investment in the Fund could cause shareholders to be subject to (or result in an increased liability under) the federal alternative minimum tax. |
|
Call Risk. Issuers of securities may redeem the securities prior to maturity at a price below their current market value. |
|
Changing Fixed Income Market Conditions Risk. The current historically low interest rate environment was created in part by the Federal Reserve Board (FRB) and certain foreign central banks keeping the federal funds and equivalent foreign rates at or near zero. There is a risk that interest rates will rise when the FRB and central banks raise these rates. This risk is heightened due to the potential tapering of the FRBs quantitative easing program and other similar foreign central bank actions. This tapering and eventual increase in the federal funds and equivalent foreign rates may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. In addition, decreases in fixed income dealer market-making capacity may also potentially lead to heightened volatility and reduced liquidity in the fixed income markets. As a result, the value of the Funds investments and share price may decline. Changes in central bank policies could also result in higher than normal shareholder redemptions, which could potentially increase portfolio turnover and the Funds transaction costs. |
|
Credit Risk. There is a possibility that issuers of securities in which the Fund invests may default in the payment of interest or principal on the securities when due, which would cause the Fund to lose money. |
|
Interest Rate Risk. The risk posed by the fact that prices of fixed income securities rise and fall inversely in response to interest rate changes. For instance, a rise in interest rate causes a fall in the value of a fixed income securities. In addition, this risk increases with the length of the maturity of the fixed income security. Accordingly, the yield earned by a Fund will vary with changes in interest rates. Also, when interest rates fall, the price of mortgage-backed securities may not rise to as great an extent as that of other fixed income securities. Duration is a measure of the expected life of a debt security that is used to determine the sensitivity of the securitys price to changes in interest rates. Generally, the longer the Funds duration, the more sensitive the Fund will be to changes in interest rates. |
|
Liquidity Risk. The risk that certain securities may be difficult or impossible for a Fund to sell or dispose of at the price at which the Fund has valued the security. |
|
Municipal Securities Risk. The Fund will likely be impacted by events tied to the overall municipal securities markets. Those markets can be volatile and significantly affected by unfavorable legislative or political developments and adverse changes in the financial conditions of municipal securities issuers and the economy. Further, a fund that invests in the securities of a particular bond market sector ( e.g. , healthcare, housing or one political subdivision) is subject to the risk that adverse circumstances will have a greater impact on the fund than a fund that does not make such sector investments. It is possible that economic, business or political developments or other changes affecting one security in the sector will affect other securities in that sector in the same manner, thereby increasing the risk of such investments. |
|
Prepayment Risk. The risk that certain municipal securities may be paid off and proceeds delivered to a Fund earlier than anticipated. Prepayment risk is more prevalent during periods of falling interest rates. |
|
Tax Risk. Failure of a municipal security to meet certain legal requirements may cause the interest received and distributed by the Fund to shareholders to be taxable, which could result in a decline in the securitys, and therefore the Funds, value. |
As with any mutual fund investment, loss of money is a risk of investing. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
The returns presented for the Fund for periods prior to March 9, 2012 reflect the performance of a former series of WT Mutual Fund, also known as Wilmington Municipal Bond Fund (the Predecessor Fund). The Fund has adopted the performance of the Predecessor Fund as the result of a
46 | August 31, 2016 / PROSPECTUS |
WILMINGTON MUNICIPAL BOND FUND
reorganization in which the Fund acquired all of the assets, subject to the liabilities, of the Predecessor Fund. The Fund and the Predecessor Fund have substantially similar investment goals and strategies.
The bar chart and table immediately following show the variability of the Funds returns and are meant to provide some indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year, with respect to its Class I Shares, and by showing how the Funds average annual total returns for 1, 5 and 10 years or the life of the Fund compare with those of broad measures of market performance. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at www.wilmingtonfunds.com.
Annual Total Returns Class I Shares
Best Quarter 5.48% 9/30/2009
Worst Quarter (2.95)% 9/30/2008 |
The Funds Class I Shares total return for the six-month period from January 1, 2016 to June 30, 2016 was 3.65%. The average annual total returns in the table below include the maximum Class A sales charge of 4.50%, which is normally deducted when you purchase shares.
Average Annual Total Returns
(For the periods ended December 31, 2015)
1 Year | 5 Years | 10 Years | ||||||||||
Class I Shares |
||||||||||||
Return Before Taxes |
2.77% | 4.28% | 4.27% | |||||||||
Return After Taxes on Distributions |
2.32% | 3.94% | 4.07% | |||||||||
Return After Taxes on Distributions and Sale of Fund Shares |
2.78% | 3.86% | 4.00% | |||||||||
Class A Shares |
||||||||||||
Return Before Taxes |
(2.06)% | 3.08% | 3.53% | |||||||||
Standard & Poors Intermediate Municipal Index (reflects no deduction for fees, expenses or taxes) |
3.27% | 4.89% | 4.86% |
After-tax performance is presented only for Class I Shares of the Fund. The after-tax returns for other Fund classes may vary. Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds Fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan.
Investment Advisor
Wilmington Funds Management Corporation (WFMC)
Investment Sub-Advisor
Wilmington Trust Investment Advisors, Inc.
Portfolio Managers | Title |
Service Date (with the Fund) |
||
Robert F. Collins, CFA | Administrative Vice President and Director of Tax-Exempt Fixed Income Investments at WTIA | 2011 | ||
Stephen P. Winterstein | Managing Director and Head of Strategy of Municipal Fixed Income at WTIA | 2011 | ||
Rebecca J. Rogers | Vice President and Senior Portfolio Manager at WTIA | 2011 | ||
John J. Malloy, Jr. | Vice President and Municipal Portfolio Manager at WTIA | 2011 |
PROSPECTUS / August 31, 2016 | 47 |
WILMINGTON MUNICIPAL BOND FUND
Purchase and Sale of Fund Shares
Requests to purchase or redeem Fund Shares are processed on each day that the New York Stock Exchange (NYSE) is open for business. You may purchase or redeem Shares by contacting the Fund at 1-800-836-2211. If you invest through a financial intermediary, please contact that intermediary regarding purchase and redemption procedures.
Minimum Initial Investment Amount (Class A):* | $ | 1,000 | ||
Minimum Initial Investment Amount (Class I):* | $ | 1,000,000 | ||
Minimum Subsequent Investment Amount: | $ | 25 |
* | Other restrictions may apply. See Purchasing Shares in the Prospectus for further information. |
The minimum initial and subsequent investment amounts may be waived or lowered from time to time.
The distributions you receive from the Fund primarily are exempt from regular federal income tax. A portion of these distributions, however, may be subject to federal alternative minimum tax and state and local taxes. The Fund may also make distributions that are taxable to you as ordinary income or capital gains.
Additional Payments to Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies (such as the Advisor) may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your sales person or visit your financial intermediarys website for more information.
48 | August 31, 2016 / PROSPECTUS |
WILMINGTON NEW YORK MUNICIPAL BOND FUND SUMMARY
The Fund seeks to provide current income that is exempt from both federal and New York personal income taxes.
This table describes the fees and expenses that you may pay if you buy and hold the Funds Class A Shares and Class I Shares. Acquired Fund Fees and Expenses are expenses incurred indirectly by the Fund through its ownership of shares in other investment companies, such as business development companies. Business development company expenses are similar to the expenses paid by any operating company held by the Fund. They are not direct costs paid by Fund shareholders and are not used to calculate the Funds net asset value. They have no impact on the costs associated with fund operations. Acquired Fund Fees and Expenses are not included in the Funds financial statements, which provide a clearer picture of a funds actual operating costs. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $100,000 in the Wilmington Funds. More information about these and other discounts is available from your financial professional, in the Funds prospectus in the section entitled How are shares priced?.
Shareholder Fees
(Fees paid directly from your investment)
Class A | Class I | |||||||
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) |
4.50% | None | ||||||
Maximum Deferred Sales Charge (Load) | None | None | ||||||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) | None | None | ||||||
Redemption Fee | None | None | ||||||
Exchange Fee | None | None |
Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
Class A | Class I | |||||||
Management Fee | 0.45% | 0.45% | ||||||
Distribution and/or Service (12b-1) Fees | 0.25% | None | ||||||
Other Expenses | 0.52% | 0.52% | ||||||
Acquired Fund Fees and Expenses | 0.01% | 0.01% | ||||||
Total Annual Fund Operating Expenses | 1.23% | 0.98% | ||||||
Fee Waivers and/or Expense Reimbursements(1) | (0.38)% | (0.38)% | ||||||
Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement | 0.85% | 0.60% |
(1) | The Funds Advisor, distributor and shareholder services provider have agreed to waive their fees and/or reimburse expenses so that the total annual fund operating expenses paid by the Funds Class A Shares and Class I Shares will not exceed 0.84% and 0.59%, respectively , not including the effects of acquired fund fees and expenses, taxes or extraordinary expenses. This waiver may be amended or withdrawn after August 31, 2017, or with the agreement of the Funds Board of Trustees. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Funds Class A Shares, and Class I Shares 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 remain the same. The costs for the Fund reflect the net expenses of the Fund that result from the fee waiver/expense reimbursement in the first year only. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class A |
||||||||||||||||
Expenses assuming redemption |
$ | 533 | $ | 787 | $ | 1,060 | $ | 1,840 | ||||||||
Class I |
||||||||||||||||
Expenses assuming redemption |
$ | 61 | $ | 274 | $ | 505 | $ | 1,167 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 24% of the average value of its portfolio.
Principal Investment Strategies of the Fund
The Fund seeks to achieve its investment goal, under normal circumstances, by investing its net assets so that at least 80% of the income it distributes will be exempt from federal regular income tax and personal income tax imposed by the State of New York and New York municipalities. However, the income on these securities may be subject to the federal alternative minimum tax (AMT). The Fund is non-diversified, which means it can invest a larger percentage of assets in a small number of issuers. The Fund generally invests in investment grade municipal securities. The Fund seeks to maintain a weighted average maturity of three to ten years. However, the Fund has no maturity restrictions on individual issues, and the weighted average maturity of the Funds portfolio will vary depending on market conditions.
In selecting securities, the Funds investment advisor focuses on credit analysis, the relative values of different sectors of the market, geographic diversity and securities with different and potentially advantageous structures. The investment advisor seeks to construct a portfolio with substantially the same interest rate exposure as the Funds benchmark, and does not select securities based on forecasts of interest rates.
PROSPECTUS / August 31, 2016 | 49 |
WILMINGTON NEW YORK MUNICIPAL BOND FUND
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns include:
|
Alternative Minimum Tax Risk. Although the interest received from municipal securities generally is exempt from federal income tax, the Fund may invest a portion of its total assets in municipal securities subject to the federal alternative minimum tax. Accordingly, investment in the Fund could cause shareholders to be subject to (or result in an increased liability under) the federal alternative minimum tax. |
|
Call Risk . Issuers of securities may redeem the securities prior to maturity at a price below their current market value. |
|
Changing Fixed Income Market Conditions Risk. The current historically low interest rate environment was created in part by the Federal Reserve Board (FRB) and certain foreign central banks keeping the federal funds and equivalent foreign rates at or near zero. There is a risk that interest rates will rise when the FRB and central banks raise these rates. This risk is heightened due to the potential tapering of the FRBs quantitative easing program and other similar foreign central bank actions. This tapering and eventual increase in the federal funds and equivalent foreign rates may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. In addition, decreases in fixed income dealer market-making capacity may also potentially lead to heightened volatility and reduced liquidity in the fixed income markets. As a result, the value of the Funds investments and share price may decline. Changes in central bank policies could also result in higher than normal shareholder redemptions, which could potentially increase portfolio turnover and the Funds transaction costs. |
|
Credit Risk . There is a possibility that issuers of securities in which the Fund invests may default in the payment of interest or principal on the securities when due, which would cause the Fund to lose money. |
|
Interest Rate Risk . The risk posed by the fact that prices of fixed income securities rise and fall inversely in response to interest rate changes. For instance, a rise in interest rate causes a fall in the value of a fixed income securities. In addition, this risk increases with the length of the maturity of the fixed income security. Accordingly, the yield earned by a Fund will vary with changes in interest rates. Also, when interest rates fall, the price of mortgage-backed securities may not rise to as great an extent as that of other fixed income securities. Duration is a measure of the expected life of a debt security that is used to determine the sensitivity of the securitys price to changes in interest rates. Generally, the longer the Funds duration, the more sensitive the Fund will be to changes in interest rates. |
|
Liquidity Risk. The risk that certain securities may be difficult or impossible for a Fund to sell or dispose of at the price at which the Fund has valued the security. |
|
Municipal Securities Risk . The Fund will likely be impacted by events tied to the overall municipal securities markets. Those markets can be volatile and significantly affected by unfavorable legislative or political developments and adverse changes in the financial conditions of municipal securities issuers and the economy. Further, a fund that invests in the securities of a particular bond market sector (e.g., healthcare, housing or one political subdivision) is subject to the risk that adverse circumstances will have a greater impact on the fund than a fund that does not make such sector investments. It is possible that economic, business or political developments or other changes affecting one security in the sector will affect other securities in that sector in the same manner, |
|
New York Investment Risk . The Fund will be more susceptible to any economic, business, political or other developments which generally affect securities issued by New York issuers. The economy of New York state is large and diverse, from agriculture, manufacturing and high technology in upstate counties to advertising, finance and banking in New York City. Any major changes to the financial conditions of New York City, however, would ultimately have an effect on the state. |
|
Non-Diversification Risk . The Fund may invest a higher percentage of its assets among fewer issuers of portfolio securities. This increases the Funds risk by magnifying the impact (positively or negatively) that any one issuer has on the Funds share price and performance. |
|
Tax Risk . Failure of a municipal security to meet certain legal requirements may cause the interest received and distributed by the Fund to shareholders to be taxable, which could result in a decline in the securitys, and therefore the Funds, value. |
As with any mutual fund investment, loss of money is a risk of investing. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
The bar chart and table immediately following show the variability of the Funds returns and are meant to provide some indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year, with respect to its Class A Shares, and by showing how the Funds average annual total returns for 1, 5 and 10 years or the life of the Fund compare with those of broad measures of market performance. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. The table shows
50 | August 31, 2016 / PROSPECTUS |
WILMINGTON NEW YORK MUNICIPAL BOND FUND
returns for the Funds primary broad-based market index, the Standard & Poors Intermediate Municipal Index. Updated performance information is available at www.wilmingtonfunds.com.
Annual Total Returns Class A Shares
Best Quarter 5.66% 9/30/2009
Worst Quarter (3.44)% 12/31/2010 |
The Funds Class A Shares total return for the six-month period from January 1, 2016 to June 30, 2016 was 3.61%. The maximum Class A sales charge of 4.50%, which is normally deducted when you purchase shares, is not reflected in the best quarter/worst quarter returns or in the bar chart. If this fee were included, the returns would be less than those shown. The average annual total returns in the table below do include the sales charge.
Average Annual Total Returns
(For the periods ended December 31, 2015)
1 Year | 5 Years | 10 Years | ||||||||||
Class A Shares |
||||||||||||
Return Before Taxes |
(2.00)% | 2.72% | 2.73% | |||||||||
Return After Taxes on Distributions |
(2.03)% | 2.71% | 2.73% | |||||||||
Return After Taxes on Distributions and Sale of Fund Shares |
(0.33)% | 2.59% | 2.75% | |||||||||
Class I Shares |
||||||||||||
Return Before Taxes |
2.85% | 3.93% | 3.42% | |||||||||
Standard & Poors Intermediate Municipal Index (reflects no deduction for fees, expenses or taxes) |
3.27% | 4.89% | 4.86% |
After-tax performance is presented only for Class A Shares of the Fund. The after-tax returns for other Fund classes may vary. Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds Fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan.
Investment Advisor
Wilmington Funds Management Corporation (WFMC)
Investment Sub-Advisor
Wilmington Trust Investment Advisors, Inc.
Portfolio Managers | Title |
Service Date
(with the Fund) |
||
Robert F. Collins, CFA | Administrative Vice President and Director of Tax-Exempt Fixed Income Investments at WTIA | 2012 | ||
Stephen P. Winterstein | Managing Director and Head of Strategy of Municipal Fixed Income at WTIA | 2012 | ||
Rebecca J. Rogers | Vice President and Senior Portfolio Manager at WTIA | 2012 | ||
John J. Malloy, Jr. | Vice President and Municipal Portfolio Manager at WTIA | 2012 |
Purchase and Sale of Fund Shares
Requests to purchase or redeem Fund Shares are processed on each day that the New York Stock Exchange (NYSE) is open for business. You may purchase or redeem Shares by contacting the Fund at 1-800-836-2211. If you invest through a financial intermediary, please contact that intermediary regarding purchase and redemption procedures.
Minimum Initial Investment Amount (Class A):* | $ | 1,000 | ||
Minimum Initial Investment Amount (Class I):* | $ | 1,000,000 | ||
Minimum Subsequent Investment Amount: | $ | 25 |
* | Other restrictions may apply. See Purchasing Shares in the Prospectus for further information. |
The minimum initial and subsequent investment amounts may be waived or lowered from time to time.
PROSPECTUS / August 31, 2016 | 51 |
WILMINGTON NEW YORK MUNICIPAL BOND FUND
The distributions you receive from the Fund primarily are exempt from regular federal income tax and, for residents of New York, state income tax. A portion of these distributions, however, may be subject to federal AMT. The Fund may also make distributions that are taxable to you as ordinary income or capital gains.
Additional Payments to Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies (such as the Advisor) may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your sales person or visit your financial intermediarys website for more information.
52 | August 31, 2016 / PROSPECTUS |
WILMINGTON U.S. GOVERNMENT MONEY MARKET FUND SUMMARY
The Fund seeks to provide current income while maintaining liquidity and stability of principal.
This table describes the fees and expenses that you may pay if you buy and hold the Funds Service Class Shares, Select Class Shares, Administrative Class Shares and Institutional Class Shares.
Shareholder Fees
(Fees paid directly from your investment)
Service
Class |
Select
Class |
Administrative
Class |
Institutional Class |
|||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | None | ||||||||||||
Maximum Deferred Sales Charge (Load) | None | None | None | None | ||||||||||||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) | None | None | None | None | ||||||||||||
Redemption Fee | None | None | None | None | ||||||||||||
Exchange Fee | None | None | None | None |
Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
Service
Class |
Select
Class |
Administrative
Class |
Institutional
Class |
|||||||||||||
Management Fee | 0.40% | 0.40% | 0.40% | 0.40% | ||||||||||||
Distribution and/or Service (12b-1) Fees | 0.25% | None | 0.25% | None | ||||||||||||
Other Expenses | 0.32% | 0.32% | 0.32% | 0.07% | ||||||||||||
Total Annual Fund Operating Expenses | 0.97% | 0.72% | 0.97% | 0.47% |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Funds Service Class Shares, Select Class Shares, Administrative
Class Shares and Institutional Class Shares 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 remain the same. The costs for the Fund reflect the net expenses of the Fund that result from the fee waiver/expense reimbursement in the first year only. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Service Class |
$ | 99 | $ | 309 | $ | 536 | $ | 1,190 | ||||||||
Select Class |
$ | 74 | $ | 230 | $ | 401 | $ | 894 | ||||||||
Administrative Class |
$ | 99 | $ | 309 | $ | 536 | $ | 1,190 | ||||||||
Institutional Class |
$ | 48 | $ | 151 | $ | 263 | $ | 591 |
Principal Investment Strategies of the Fund
Under normal circumstances, the Fund seeks to achieve its investment goal by investing at least 80% of the value of its net assets in money market instruments comprising a diversified portfolio of high quality, short-term debt obligations issued by the U.S. Government, and its agencies and repurchase agreements secured by these obligations.
In selecting securities for the Fund, the investment advisor considers factors such as current yield, the anticipated level of interest rates, and the maturity of the instrument relative to the maturity of the entire Fund. In addition, the Fund may purchase only securities that meet certain SEC requirements relating to maturity, diversification and credit quality, and must meet certain SEC requirements relating to portfolio liquidity. Under these requirements, the Funds securities must have remaining maturities of 397 days or less, and the Fund must have a dollar-weighted average maturity of 60 days or less and a dollar-weighted average life of 120 days or less.
Principal Risks of Investing in the Fund
You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the Fund is not a deposit of M&T Bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The investment advisor has no legal obligation to provide financial support to the Fund, and you should not expect that the investment advisor will provide financial support to the Fund at any time.
PROSPECTUS / August 31, 2016 | 53 |
WILMINGTON U.S. GOVERNMENT MONEY MARKET FUND
The primary factors that may reduce the Funds returns include:
|
Credit Risk . There is a possibility that issuers of securities in which the Fund invests may default in the payment of interest or principal on the securities when due, which would cause the Fund to lose money. |
|
Interest Rate Risk . The risk posed by the fact that prices of fixed income securities rise and fall inversely in response to interest rate changes. For instance, a rise in interest rate causes a fall in the value of a fixed income securities. In addition, this risk increases with the length of the maturity of the fixed income security. Accordingly, the yield earned by a Fund will vary with changes in interest rates. Also, when interest rates fall, the price of mortgage-backed securities may not rise to as great an extent as that of other fixed income securities. Duration is a measure of the expected life of a debt security that is used to determine the sensitivity of the securitys price to changes in interest rates. Generally, the longer the Funds duration, the more sensitive the Fund will be to changes in interest rates. |
The bar chart and table immediately following show the variability of the Funds returns and are meant to provide some indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year, with respect to its Service Class (formerly Class A) Shares, and by showing how the Funds average annual total returns for 1, 5 and 10 years compare with those of broad measures of market performance. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. The table shows returns for the Funds broad-based market indexes, the iMoneyNet, Inc. Government and Agency Retail Average and the iMoneyNet, Inc. Government and Agency Institutional Average. Updated performance information is available at www.wilmingtonfunds.com.
Effective January 20, 2012, Class A Shares were redesignated Service Class Shares, Class I Shares were redesignated Select Class Shares, and Class I2 Shares were redesignated Administrative Class Shares. Performance for Service Class, Select Class and Administrative Class Shares prior to redesignation is based on the previous performance of Class A shares, Class I Shares, and Class I2 Shares, respectively, and has not been adjusted to reflect differences in expenses prior to the redesignation of the classes. Administrative Class Shares are subject to a shareholder services fee up to 0.25% of the Funds average daily net assets. Institutional Class Shares commenced operations on March 12, 2012.
Annual Total Returns Service Class Shares
Best Quarter 1.15% 12/31/2006
Worst Quarter 0.00% 12/31/2014 |
The Funds Service Class Shares total return for the six-month period from January 1, 2016 to June 30, 2016 was 0.01%.
Average Annual Total Returns
(For the periods ended December 31, 2015)
1 Year | 5 Years |
10 Years
or Life of
|
||||||||||
Select Class Shares |
||||||||||||
Return Before Taxes |
0.01% | 0.01% | 1.16% | |||||||||
Service Class Shares |
||||||||||||
Return Before Taxes |
0.01% | 0.01% | 1.08% | |||||||||
Administrative Class Shares |
||||||||||||
Return Before Taxes |
0.01% | 0.01% | 1.13% | |||||||||
Institutional Class Shares |
||||||||||||
Return Before Taxes |
0.01% | | 0.01% | * | ||||||||
iMoneyNet, Inc. Government and Agency Retail Average (reflects no deduction for taxes) |
0.01% | 0.01% | 1.07% | |||||||||
iMoneyNet, Inc. Government and Agency Institutional Average (reflects no deduction for taxes) |
0.02% | 0.02% | 1.19% |
* | Institutional Class Shares commenced operations on March 12, 2012. |
54 | August 31, 2016 / PROSPECTUS |
WILMINGTON U.S. GOVERNMENT MONEY MARKET FUND
Investment Advisor
Wilmington Funds Management Corporation
Investment Sub-Advisor
Wilmington Trust Investment Advisors, Inc.
Wilmington Funds Management Corporation has voluntarily agreed to reduce its advisory fee and/or reimburse certain of the Funds operating expenses, and/or certain class-specific fees and expenses, in an effort to maintain the current yield of each share class at or above zero. The fee waiver does not take into consideration acquired fund fees and expenses, taxes or extraordinary items. Any such waiver or expense reimbursement may be modified or discontinued at any time without notice.
Purchase and Sale of Fund Shares
Requests to purchase or redeem Fund Shares are processed on each day that the New York Stock Exchange (NYSE) is open for business. You may purchase or redeem Shares by contacting the Fund at 1-800-836-2211. If you invest through a financial intermediary, please contact that intermediary regarding purchase and redemption procedures.
Minimum Initial Investment Amount (Service Class):* | $ | 0 | ||
Minimum Initial Investment Amount (Administrative Class):* | $ | 1,000 | ||
Minimum Initial Investment Amount (Select Class):* | $ | 100,000 | ||
Minimum Initial Investment Amount (Institutional Class):* | $ | 5,000,000 | ||
Minimum Subsequent Investment Amount: | $ | 25 |
* | Other restrictions may apply. See Purchasing Shares in the Prospectus for further information. |
| The minimum subsequent investment amount for Service Class shares is $0. |
The minimum initial and subsequent investment amounts may be waived or lowered from time to time.
The distributions you receive from the Fund are taxable and generally will be taxed as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case your distributions generally will be taxed when withdrawn from the tax-deferred account.
Additional Payments to Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies (such as the Advisor) may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your sales person or visit your financial intermediarys website for more information.
PROSPECTUS / August 31, 2016 | 55 |
WILMINGTON U.S. TREASURY MONEY MARKET FUND SUMMARY
The Fund seeks to provide current income while maintaining liquidity and stability of principal.
This table describes the fees and expenses that you may pay if you buy and hold the Funds Service Class Shares, Select Class Shares and Administrative Class Shares.
Shareholder Fees
(Fees paid directly from your investment)
Select
Class |
Service
Class |
Administrative
Class |
||||||||||
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) |
None | None | None | |||||||||
Maximum Deferred Sales Charge (Load) | None | None | None | |||||||||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) | None | None | None | |||||||||
Redemption Fee | None | None | None | |||||||||
Exchange Fee | None | None | None |
Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
Select
Class |
Service
Class |
Administrative
Class |
||||||||||
Management Fee | 0.40% | 0.40% | 0.40% | |||||||||
Distribution and/or Service (12b-1) Fees | None | 0.25% | 0.25% | |||||||||
Other Expenses | 0.34% | 0.34% | 0.34% | |||||||||
Total Annual Fund Operating Expenses | 0.74% | 0.99% | 0.99% |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Funds Service Class Shares, Select Class Shares and Administrative Class Shares 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 remain the same. The costs for the Fund reflect the net expenses of the Fund that result from the fee waiver/expense reimbursement in the first year only. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Select Class |
$ | 76 | $ | 237 | $ | 411 | $ | 918 | ||||||||
Service Class |
$ | 101 | $ | 315 | $ | 547 | $ | 1,213 | ||||||||
Administrative Class |
$ | 101 | $ | 315 | $ | 547 | $ | 1,213 |
Principal Investment Strategies of the Fund
Under normal circumstances, the Fund seeks to achieve its investment goal by investing at least 80% of the value of its net assets in money market instruments comprising a diversified portfolio of high quality, short-term debt obligations issued by the U.S. government and repurchase agreements secured by these obligations.
In selecting securities for the Fund, the investment advisor considers factors such as current yield, the anticipated level of interest rates, and the maturity of the instrument relative to the maturity of the entire Fund. In addition, the Fund may purchase only securities that meet certain SEC requirements relating to maturity, diversification and credit quality, and must meet certain SEC requirements relating to portfolio liquidity. Under these requirements, the Funds securities must have remaining maturities of 397 days or less, and the Fund must have a dollar-weighted average maturity of 60 days or less and a dollar-weighted average life of 120 days or less.
Principal Risks of Investing in the Fund
You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the Fund is not a deposit of M&T Bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The investment advisor has no legal obligation to provide financial support to the Fund, and you should not expect that the investment advisor will provide financial support to the Fund at any time.
The primary factors that may reduce the Funds returns include:
|
Interest Rate Risk . The risk posed by the fact that prices of fixed income securities rise and fall inversely in response to interest rate changes. For instance, a rise in interest rate causes a fall in the value of a fixed income securities. In addition, this risk increases with the length of the maturity of the fixed income security. Accordingly, the yield earned by a Fund will vary with changes in interest rates. Also, when interest rates fall, the price of mortgage-backed securities may not rise to as great an extent as that of other fixed income securities. Duration is a measure of the expected life of a debt security that is used to determine the sensitivity of the securitys price to changes in interest rates. Generally, the longer the Funds duration, the more sensitive the Fund will be to changes in interest rates. |
56 | August 31, 2016 / PROSPECTUS |
WILMINGTON U.S. TREASURY MONEY MARKET FUND
The bar chart and table immediately following show the variability of the Funds returns and are meant to provide some indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year, with respect to its Service Class (formerly Class S) Shares, and by showing how the Funds average annual total returns for 1, 5 and 10 years or life of the Fund compare with those of broad measures of market performance. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. The table shows returns for the Funds broad-based market indexes, the iMoneyNet, Inc. Treasury and Repo Retail Average and the iMoneyNet, Inc. Treasury and Repo Institutional Average. Updated performance information is available at www.wilmingtonfunds.com.
Effective January 20, 2012, Class S Shares were redesignated Service Class Shares, Class I Shares and Class A Shares were combined and redesignated Select Class Shares, and Class I2 Shares were redesignated Administrative Class Shares. Performance for Service Class Select Class and Administrative Class Shares prior to redesignation is based on the previous performance of Class S Shares, Class A Shares, and Class I2 Shares, respectively, and has not been adjusted to reflect differences in expenses prior to the redesignation of the classes. Administrative Class Shares are subject to a shareholder services fee up to 0.25 % of the Funds average daily net assets.
Annual Total Returns Service Class Shares
Best Quarter 1.05% 12/31/2006
Worst Quarter 0.00% 12/31/2015 |
The Funds Service Class Shares total return for the six-month period from January 1, 2016 to June 30, 2016 was 0.01%.
Average Annual Total Returns
(For the periods ended December 31, 2015)
1 Year | 5 Years | 10 Years | ||||||||||
Select Class Shares |
||||||||||||
Return Before Taxes |
0.00% | 0.01% | 0.94% | |||||||||
Service Class Shares |
||||||||||||
Return Before Taxes |
0.00% | 0.01% | 0.88% | |||||||||
Administrative Class Shares |
||||||||||||
Return Before Taxes |
0.00% | 0.01% | 0.97% | |||||||||
iMoneyNet, Inc. Treasury and Repo Retail Average (reflects no deduction for taxes) |
0.01% | 0.01% | 0.98% | |||||||||
iMoneyNet, Inc. Treasury and Repo Institutional Average (reflects no deduction for taxes) |
0.01% | 0.01% | 1.07% |
Investment Advisor
Wilmington Funds Management Corporation
Investment Sub-Advisor
Wilmington Trust Investment Advisors, Inc.
Wilmington Funds Management Corporation has voluntarily agreed to reduce its advisory fee and/or reimburse certain of the Funds operating expenses, and/or certain class-specific fees and expenses, in an effort to maintain the current yield of each share class at or above zero. The fee waiver does not take into consideration acquired fund fees and expenses, taxes or extraordinary items. Any such waiver or expense reimbursement may be modified or discontinued at any time without notice.
Purchase and Sale of Fund Shares
Requests to purchase or redeem Fund Shares are processed on each day that the New York Stock Exchange (NYSE) is open for business. You may purchase or redeem Shares by contacting the Fund at 1-800-836-2211. If you invest through a financial intermediary, please contact that intermediary regarding purchase and redemption procedures.
Minimum Initial Investment Amount (Service Class):* | $ | 0 | ||
Minimum Initial Investment Amount (Administrative Class):* | $ | 1,000 | ||
Minimum Initial Investment Amount (Select Class)* | $ | 100,000 | ||
Minimum Subsequent Investment Amount: | $ | 25 |
* | Other restrictions may apply. See Purchasing Shares in the Prospectus for further information. |
| The minimum subsequent investment amount for Service Class shares is $0. |
PROSPECTUS / August 31, 2016 | 57 |
WILMINGTON U.S. TREASURY MONEY MARKET FUND
The minimum initial and subsequent investment amounts may be waived or lowered from time to time.
The distributions you receive from the Fund are taxable and generally will be taxed as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case your distributions generally will be taxed when withdrawn from the tax-deferred account.
Additional Payments to Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies (such as the Advisor) may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your sales person or visit your financial intermediarys website for more information.
58 | August 31, 2016 / PROSPECTUS |
ADDITIONAL INFORMATION ABOUT INVESTMENT GOALS, STRATEGIES AND RISKS OF THE FUNDS AND THE UNDERLYING FUNDS
The following pages describe the investment goal, strategies and risks of the Funds and the underlying funds. There can be no assurance that a Fund will achieve its goal. However, each Fund endeavors to do so by following the strategies and policies described in this prospectus. The investment goal of a Fund may only be changed upon the approval of a majority of the outstanding shares of the Fund. Certain investment strategies may be changed without shareholder approval, although a Fund will provide shareholders with at least 60 days prior written notice of a change in its 80% investment policy.
This prospectus of the Trust offers Shares of 14 Funds, including Class A Shares, Class I Shares, Service Class Shares, Administrative Class Shares, Select Class Shares and Institutional Class Shares.
WILMINGTON LARGE-CAP STRATEGY FUND
Investment Goal
The Fund seeks to achieve long-term capital appreciation.
Principal Investment Strategies of the Fund
Under normal circumstances, the Fund invests at least 80% of the value of its net assets in a diversified portfolio of U.S. equity (or equity-related) securities of large-cap companies (primarily common stocks). Large-cap companies are companies that have a market capitalization at the time of purchase at least equal to that of the smallest company in the Russell 1000 Index ($290 million as of June 30, 2016), or at least equal to that of the smallest company expected to be included in the Russell 1000 Index after its next scheduled reconstitution.
The Funds investment advisor determines the tactical allocation of the Funds assets based on forecasts of asset risk and return profiles derived from a combination of fundamental quantitative and macroeconomic inputs. The tactical allocations may be based on one or more factors, such as economic sector, industry, investment style (e.g., growth or value), market capitalization (e.g., mega-cap or large/midcap), or security valuation measure (e.g., price/earnings ratio). Currently, the investment advisors tactical allocation will be based primarily on the industry sectors of the Funds benchmark index (Russell 1000 Index).
Once the investment advisor determines the tactical allocations, the sub-advisor builds a portfolio in accordance with the investment advisors allocation instructions. The sub-advisor uses quantitative models to construct a portfolio for the Fund. The sub-advisor invests in a representative sample of securities which are included in the Funds benchmark index (Russell 1000 Index) or another index of large-capitalization companies, weighted to reflect the investment advisors tactical allocations. The return for each component
of the portfolio is intended to correlate closely with the return for the corresponding component of the applicable benchmark index. The sub-advisor will use quantitative analytical tools to rebalance the portfolio and to make buy and sell decisions on individual securities. There is no assurance that the sub-advisors investment performance will equal or exceed that of the benchmark index.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns include:
|
Asset Allocation Risk |
|
Growth Investing Risk |
|
Stock Market Risk |
|
Value Investing Risk |
WILMINGTON MULTI-MANAGER INTERNATIONAL FUND
Investment Goal
The Fund seeks to provide long-term capital appreciation, primarily through a diversified portfolio of non-U.S. equity securities.
Principal Investment Strategies of the Fund
The Fund seeks to achieve its investment goal by investing substantially all, but under normal circumstances not less than 80% of the value of its net assets in a diversified portfolio of foreign securities, including common stocks of large-cap and small-cap companies preferred stocks, convertible securities, emerging markets securities and exchange-traded funds (ETFs). Some of the foreign securities may be from emerging markets. The Fund invests primarily in the equity markets listed in the Morgan Stanley Capital International All Country World Index ex US (MSCI ACWI ex-US Net) Index, the benchmark against which the Fund measures the performance of its portfolio. The Fund may also invest in forward currency exchange contracts to achieve allocation strategies. The Funds investment advisor, Wilmington Funds Management Corporation (WFMC or Advisor), seeks to achieve the Funds investment goal by allocating the Funds assets (in an arrangement known as a multi-manager structure) among a number of sub-advisors with experience in managing international investment strategies. WFMC engages Wilmington Trust Investment Advisors, Inc. (WTIA) to assist in the identification and selection of sub-advisors and in the portfolio construction process.
The Advisor and WTIA utilize a blended style of investing by allocating and reallocating for investment management purposes, varying portions of the portfolio between the Funds sub-advisors.
PROSPECTUS / August 31, 2016 | 59 |
ADDITIONAL INFORMATION ABOUT INVESTMENT GOALS, STRATEGIES AND RISKS OF THE FUNDS AND THE UNDERLYING FUNDS
Each sub-advisor has complete discretion to invest its portion of the Funds assets as it deems appropriate within the constraints of the Funds investment goal, strategies and restrictions. A sub-advisor may sell (or close a position in) a security when it determines that a particular security has reached a target price or target yield, or that the reasons for maintaining that position are no longer valid.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns, include:
|
Asset Allocation Risk |
|
Company Size Risk |
|
Currency Risk |
|
Emerging Market Countries Risk |
|
Exchange Traded Funds (ETFs) Risk |
|
Foreign Investing Risks |
|
Forward Currency Exchange Contract Risk |
|
Growth Investing Risk |
|
Multi-Manager Risk |
|
Stock Market Risk |
|
Value Investing Risk |
WILMINGTON MULTI-MANAGER ALTERNATIVES FUND
Investment Goal
The Fund seeks to achieve long-term growth of capital through consistent returns from investments that have a low correlation to traditional asset classes.
Principal Investment Strategies of the Fund
The Funds investment advisor, Wilmington Funds Management Corporation (WFMC or Advisor), seeks to achieve the Funds investment goal by allocating the Funds assets (in an arrangement known as a multi-manager structure) among a number of sub-advisors with experience in managing alternative or non-traditional investment strategies. WFMC engages Wilmington Trust Investment Advisors, Inc. (WTIA) to assist in the identification and selection of sub-advisors and in the portfolio construction process.
The Advisor and WTIA may allocate and reallocate for investment management purposes varying portions of the portfolio among the Funds sub-advisors. When making these allocation decisions, WTIA considers, among other things, the current macroeconomic outlook, relative valuation levels and volatility in the equity, fixed income and commodities markets, market flows and market liquidity, and information relating to business cycles. The sub-advisors may use one or a combination of the following investment strategies:
|
Commodities: A commodities strategy seeks exposure to the performance of the commodities markets and/or |
exposure to a long/short strategy that is based on commodity trends. |
|
Convertible Arbitrage: A convertible arbitrage strategy seeks to take advantage of pricing inefficiencies of the embedded option in a convertible bond. To implement a convertible arbitrage strategy, a sub-advisor may purchase a portfolio of convertible bonds, and hedge a portion of the equity risk, interest rate and credit risk of the bonds by selling the underlying common stock short. |
|
Event-Driven: An event-driven strategy seeks to profit from potential mispricings of securities related to a specific corporate or market event, such as mergers, bankruptcies, financial or operational stress, restructurings, asset sales, recapitalizations, spin-offs, litigation, regulatory and legislative changes as well as other types of corporate events. |
|
Long-Only: A long-only strategy seeks to profit from investing in securities that are expected to appreciate in value. |
|
Long/Short Equity: A long/short equity strategy typically seeks to profit from investing on both the long and short sides of equity market. |
|
Long/Short Credit, Fixed Income and Distressed Debt: Long/short credit, fixed income, and distressed debt strategies typically focus primarily in debt securities of domestic and foreign (including emerging market) governments, government-related agencies, and companies, of all maturities and credit qualities, including corporate bonds, bank loans and distressed debt, and mortgage-backed securities. Typical credit related investment strategies involve a long/short or event-driven style similar to those described above in Event-Driven and Long/Short Equity. |
|
Long/Short Foreign Currency: A long/short foreign currency strategy typically seeks to profit from investing in positions on both the long and short sides of major foreign currencies. |
|
Market Neutral: A market neutral strategy seeks to keep exposure to overall market risk very low by combining long and short equity positions. To implement a market neutral strategy, a sub-advisor typically takes long positions in stocks that it believes are undervalued and takes short positions in stocks that it believes are overvalued. |
|
Merger Arbitrage: A merger arbitrage strategy is a form of an event-driven strategy. A sub-advisor implementing a merger arbitrage strategy typically invests simultaneously in long and short positions in both companies involved in a merger or acquisition. A sub-advisor typically purchases the stock of the acquired company and shorts the stock of the acquiring company. |
|
Pairs Trading: A pairs trading strategy typically seeks to match a long position with a short position in two securities of the same sector. Certain securities, often |
60 | August 31, 2016 / PROSPECTUS |
ADDITIONAL INFORMATION ABOUT INVESTMENT GOALS, STRATEGIES AND RISKS OF THE FUNDS AND THE UNDERLYING FUNDS
competitors in the same sectors, are sometimes correlated in their day to day price movements. If the performance link breaks down, i.e. one stock trades up while the other trades down, a sub-advisor may sell the outperforming stock and buy the underperforming one, based on the assumption that the spread between the two would eventually converge. |
The sub-advisors implement the various investment strategies by investing in a wide variety of securities and financial instruments available in both U.S. and non-U.S. markets. The sub-advisors may invest the Funds assets in the following securities and financial instruments: convertible securities; debt securities of any credit quality and maturity, including non-investment grade securities (junk bonds); derivatives, including commodity-linked derivatives, credit or equity-linked instruments, forward contracts, forward currency exchange contracts, futures, options, options on futures, structured notes and swap agreements; equity securities; exchange traded notes (ETNs); investment companies, including exchange-traded funds (ETFs); master limited partnerships (MLPs); mortgage backed and asset backed securities; other pooled investment vehicles; preferred stock; and repurchase agreements. WFMC and WTIA may directly invest a portion of the Funds assets.
Each sub-advisor has complete discretion to invest its portion of the Funds assets as it deems appropriate within the constraints of the Funds investment goal, strategies and restrictions. A sub-advisor may sell (or close a position in) a security when it determines that a particular security has reached a target price or target yield, or that the reasons for maintaining that position are no longer valid. The Fund may engage in active and frequent trading as part of its principal investment strategy.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns include:
|
Active Trading Risk |
|
Arbitrage Risk |
|
Asset Allocation Risk |
|
Commodity-Linked Derivative Investment Risk |
|
Commodity Tax Risk |
|
Convertible Securities Risk |
|
Counterparty Risk |
|
Credit Default Swap Risk |
|
Credit Risk |
|
Derivative Securities Risk |
|
Derivatives Securities Tax Risk |
|
Distressed Securities Risk |
|
Exchange Traded Funds (ETFs) Risk |
|
Exchange Traded Notes (ETNs) Risk |
|
Event-Driven Trading Risk |
|
Foreign Investing Risk |
|
Forward Currency Exchange Contract Risk |
|
Information Risk |
|
Interest Rate Risk |
|
Leverage Risk |
|
Liquidity Risk |
|
MLPs Risk |
|
Mortgage-Backed and Asset-Backed Securities Risk |
|
Multi-Manager Risk |
|
Natural Resources Risk |
|
Non-Investment Grade Securities (Junk Bonds) Risk |
|
Options and Futures Risk |
|
OTC Trading Risk |
|
Preferred Stocks Risk |
|
Prepayment Risk |
|
Repurchase Agreements Risk |
|
Short Sale Risk |
|
Stock Market Risk |
|
Structured Note Risk |
|
Swap Agreement Risk |
|
Underlying Funds Risk |
|
Valuation Risk |
WILMINGTON MULTI-MANAGER REAL ASSET FUND
Investment Goal
The Fund seeks to achieve long-term preservation of capital with current income.
Principal Investment Strategies of the Fund
The Fund, under normal circumstances, invests at least 80% of the value of its net assets in real return assets consisting of (i) global inflation-protected debt securities, (ii) global real-estate related securities, and (iii) commodity/natural resource-related securities. Global inflation-protected debt securities may include foreign government securities.
The Fund considers a company to be a real estate company if at least 50% of its assets, gross income or net profits is derived from (i) development, ownership, leasing, financing, construction, management or sale of real estate or (ii) products and services that are related to the real estate industry, such as manufacturers and distributors of building supplies and financial institutions which issue or service mortgages.
The Fund will invest in real estate companies, such as real estate investment trusts (REITs) that own property and mortgage REITs that make construction and development loans or invest in mortgage pools, or companies whose products and services relate to the real estate industry. The Fund may invest its assets in equity, debt or convertible securities of companies whose products and services are related to the real estate industry or in securities whose products and services are related to the real estate industry.
In order to gain exposure to the commodities markets without investing directly in physical commodities, the
PROSPECTUS / August 31, 2016 | 61 |
ADDITIONAL INFORMATION ABOUT INVESTMENT GOALS, STRATEGIES AND RISKS OF THE FUNDS AND THE UNDERLYING FUNDS
Fund invests in investment companies, exchange traded funds (ETFs), structured notes, futures contracts, forward currency exchange contracts, currency futures and swap agreements. The Funds anticipated use of structured notes, futures contracts, forward currency exchange contracts, currency futures and swap agreements is expected to be frequent and may at times be substantial. In conjunction with this investment strategy, the Funds Advisor may invest directly in cash or cash equivalents and repurchase agreements secured by U.S. Government securities. The Fund may also invest in common stocks, preferred stocks and convertible securities of issuers in commodity-related industries to gain exposure to the commodities markets.
The investment advisor, Wilmington Funds Management Corporation (WFMC), determines the Funds asset allocation among the real return assets. WFMC anticipates allocating approximately 20%-80% to inflation-protected debt securities, 0%-60% to real estate-related securities and 0%-40% to commodity/natural resource-related securities. The allocations and/or actual holdings will vary from time to time.
The Fund utilizes a multi-manager strategy in which the Advisor allocates and reallocates varying portions of the Funds assets among a number of sub-advisors, or invests directly (up to 60% of the Funds net assets) in ETFs or other instruments in pursuit of the Funds investment strategies. Subject to the supervision of WFMC, each sub-advisor acts independently from the others and utilizes its own distinct investment style in buying and selling securities within the constraints of the Funds investment goal, strategies and restrictions. The Fund may invest in securities of small-cap companies and may invest up to 55% of its assets in foreign securities. The Fund may engage in active and frequent trading as part of its principal investment strategy.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns include:
|
Active Trading Risk |
|
Asset Allocation Risk |
|
Call Risk |
|
Commodity-Related Risk |
|
Commodity Tax Risk |
|
Company Size Risk |
|
Credit Risk |
|
Derivatives Securities Tax Risk |
|
Exchange Traded Funds (ETFs) Risk |
|
Foreign Investing Risks |
|
Forward Currency Exchange Contract Risk |
|
Futures Contracts Risk |
|
Inflation-Indexed Securities Risk |
|
Inflation-Indexed Securities Tax Risk |
|
Interest Rate Risk |
|
Leverage Risk |
|
Liquidity Risk |
|
Mortgage-Backed and Asset-Backed Securities Risk |
|
Multi-Manager Risk |
|
Natural Resources Risk |
|
Prepayment Risk |
|
Real Estate-Related Risk |
|
Stock Market Risk |
|
Structured Note Risk |
|
Swap Agreement Risk |
|
Underlying Funds Risk |
WILMINGTON STRATEGIC ALLOCATION CONSERVATIVE FUND
Investment Goal
The Fund seeks a high level of total return consistent with a conservative level of risk relative to the other Wilmington Strategic Allocation Funds.
Principal Investment Strategies of the Fund
The Fund pursues its investment goal by allocating its investments among fixed income securities, equity securities and other assets in an effort to achieve a high level of total return consistent with a conservative level of risk relative to the other Wilmington Strategic Allocation Funds. The Fund invests, directly and indirectly, in a broad combination of fixed-income and equity securities, and other assets. The Fund invests directly by buying individual equity and fixed income securities, including exchange-traded notes. The Fund invests indirectly by buying shares of other funds, some of which are managed by the investment advisor and some of which are not (Underlying Funds). Underlying Funds may include open-end, closed-end and exchange-traded funds (ETFs). The investment advisor will vary, from time to time, the amount of assets that is allocated among equity and fixed income investments, and among individual securities and Underlying Funds, in an attempt to achieve the Funds investment goal, based upon the investment advisors view of economic conditions. The Fund will not acquire more than 25% of the outstanding voting securities of any Underlying Fund.
The Fund anticipates that generally, it will maintain the following allocations, although the Fund is not required to maintain exposure to any particular asset class or investment style. The following allocation ranges are approximate and may be exceeded from time to time:
|
allocating 0-40% of fund assets to global equity securities; |
|
allocating 45-90% of fund assets to global fixed income securities; |
|
allocating 10%-60% of fund assets to non-traditional investments; and |
|
allocating 0%-10% of fund assets to cash and cash equivalents. |
62 | August 31, 2016 / PROSPECTUS |
ADDITIONAL INFORMATION ABOUT INVESTMENT GOALS, STRATEGIES AND RISKS OF THE FUNDS AND THE UNDERLYING FUNDS
Underlying Funds may invest in any industry or business, and in any country, region or market. An Underlying Fund may invest in any type of equity security (common, preferred or convertible) and in any capitalization range (e.g., micro-, small-, mid-, large- or mega-cap), and may employ any investment style (e.g., growth, value, core). An Underlying Fund may invest in any type of fixed income security (e.g., corporate, government, asset-backed, mortgage backed, and zero-coupon securities), including fixed rate, variable rate, inflation-indexed and floating rate debt (including bank loans), with any maturity (e.g., short-term, intermediate-term or long-term), secured or unsecured, and with any credit quality or rating (e.g., investment grade, high yield (junk)). The Fund may make non-traditional investments through Underlying Funds that invest in real estate assets, commodityrelated assets and natural resources, infrastructure assets and hedge fund strategies, and through investments in exchange-traded notes that are linked, directly or indirectly, to real estate, commodities, natural resources, infrastructure assets and hedge fund strategies. The investment advisor may invest directly in equity and fixed income securities of the same types and with the same terms and features as described above for Underlying Funds, other than with respect to hedge fund strategies, real estate, and commodities. The investment advisor anticipates that generally, it will make direct investments in securities in domestic markets and on domestic exchanges, although it may invest directly in foreign markets. Within the parameters described above (and subject to any other applicable limitations), the investment advisor may favor particular asset classes, investment styles, types and qualities of securities, geographic regions, markets and industries.
When making allocation decisions, the investment advisor may consider various quantitative and qualitative data relating to the U.S. and foreign economies and securities markets. This data may include projected growth trends in the U.S. and foreign economies, forecasts for interest rates and the relationship between short- and long-term interest rates (yield curve), current and projected trends in inflation, relative valuation levels in the equity and fixed income markets and various segments within those markets, the outlook and projected growth of various industrial sectors, information relating to business cycles, borrowing needs and the cost of capital, political trends relating to trade balances and labor information. While the investment advisor performs these analyses on a daily basis, material shifts in asset class exposures typically take place over longer periods of time. The investment advisor will adjust the Funds asset mix based on its analysis of the relative attractiveness and risk of stocks, bonds and nontraditional investments in connection with economic, financial and other market trends.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns, include:
|
Asset Allocation Risk |
|
Commodity-Related Risk |
|
Company Size Risk |
|
Credit Risk |
|
Exchange Traded Funds (ETFs) Risk |
|
Exchange Traded Notes (ETNs) Risk |
|
Foreign Investing Risk |
|
Hedge Fund Strategies Risk |
|
Inflation-Indexed Securities Risk |
|
Inflation-Indexed Securities Tax Risk |
|
Infrastructure Assets Risk |
|
Interest Rate Risk |
|
Natural Resources Risk |
|
Non-Investment Grade Securities (Junk Bonds) Risk |
|
Real Estate-Related Risk |
|
Stock Market Risk |
|
Underlying Funds Risk |
WILMINGTON STRATEGIC ALLOCATION MODERATE FUND
Investment Goal
The Fund seeks a high level of total return consistent with a moderate level of risk relative to the other Wilmington Strategic Allocation funds.
Principal Investment Strategies of the Fund
The Fund pursues its investment goal by allocating its investments among fixed income securities, equity securities and other assets in an effort to achieve a high level of total return consistent with a moderate level of risk relative to the other Wilmington Strategic Allocation funds. The Fund invests, directly and indirectly, in a broad combination of fixed-income and equity securities, and other assets. The Fund invests directly by buying individual equity and fixed income securities, including exchange-traded notes. The Fund invests indirectly by buying shares of other funds, some of which are managed by the investment advisor and some of which are not (Underlying Funds). Underlying Funds may include open-end, closed-end and exchange-traded funds (ETFs). The investment advisor will vary, from time to time, the amount of assets that is allocated among equity and fixed income investments, and among individual securities and Underlying Funds, in an attempt to achieve the Funds investment goal, based upon the investment advisors view of economic conditions. The Fund will not acquire more than 25% of the outstanding voting securities of any Underlying Fund.
The Fund anticipates that generally, it will maintain the following allocations, although the Fund is not required to maintain exposure to any particular asset class or investment style. The following allocation ranges are approximate and may be exceeded from time to time:
|
allocating 25%-60% of fund assets to global equity securities; |
PROSPECTUS / August 31, 2016 | 63 |
ADDITIONAL INFORMATION ABOUT INVESTMENT GOALS, STRATEGIES AND RISKS OF THE FUNDS AND THE UNDERLYING FUNDS
|
allocating 0%-65% of fund assets to global fixed income securities; |
|
allocating 10%-60% of fund assets to non-traditional investments; and |
|
allocating 0%-10% of fund assets to cash and cash equivalents. |
Underlying Funds may invest in any industry or business, and in any country, region or market. An Underlying Fund may invest in any type of equity security (common, preferred or convertible) and in any capitalization range (e.g., micro-, small-, mid-, large- or mega-cap), and may employ any investment style (e.g., growth, value, core). An Underlying Fund may invest in any type of fixed income security (e.g., corporate, government, asset-backed, mortgage-backed and zero-coupon securities), including fixed rate, variable rate, inflation-indexed and floating rate debt (including bank loans), with any maturity (e.g., short-term, intermediate-term or long-term), secured or unsecured, and with any credit quality or rating (e.g., investment grade, high yield (junk). The Fund may make non-traditional investments through Underlying Funds that invest in real estate assets, commodityrelated assets and natural resources, infrastructure assets and hedge fund strategies, and through investments in exchange-traded notes that are linked, directly or indirectly, to real estate, commodities, natural resources, infrastructure assets and hedge fund strategies. The Advisor may invest directly in equity and fixed income securities of the same types and with the same terms and features as described above for Underlying Funds, other than with respect to hedge fund strategies, real estate, and commodities. The investment advisor anticipates that generally, it will make direct investments in securities in domestic markets and on domestic exchanges, although it may invest directly in foreign markets. Within the parameters described above (and subject to any other applicable limitations), the Advisor may favor particular asset classes, investment styles, types and qualities of securities, geographic regions, markets and industries.
When making allocation decisions, the investment advisor may consider various quantitative and qualitative data relating to the U.S. and foreign economies and securities markets. This data may include projected growth trends in the U.S. and foreign economies, forecasts for interest rates and the relationship between short- and long-term interest rates (yield curve), current and projected trends in inflation, relative valuation levels in the equity and fixed income markets and various segments within those markets, the outlook and projected growth of various industrial sectors, information relating to business cycles, borrowing needs and the cost of capital, political trends relating to trade balances and labor information. While the investment advisor performs these analyses on a daily basis, material shifts in asset class exposures typically take place over longer periods of time. The investment advisor will adjust the Funds asset mix based on its analysis of the relative attractiveness and risk of stocks, bonds and non-traditional investments in connection with economic, financial and other market trends.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns, include:
|
Asset Allocation Risk |
|
Commodity-Related Risks |
|
Company Size Risk |
|
Credit Risk |
|
Exchange Traded Funds (ETFs) Risk |
|
Exchange Traded Notes (ETNs) Risk |
|
Foreign Investing Risks |
|
Hedge Fund Strategies Risks |
|
Infrastructure Assets Risk |
|
Inflation-Indexed Securities Risk |
|
Inflation-Indexed Securities Tax Risk |
|
Interest Rate Risk |
|
Natural Resources Risks |
|
Non-Investment Grade Securities (Junk Bonds) Risk |
|
Real Estate-Related Risks |
|
Stock Market Risk |
|
Underlying Funds Risk |
WILMINGTON STRATEGIC ALLOCATION AGGRESSIVE FUND
Investment Goal
The Fund seeks a high level of total return consistent with an aggressive level of risk relative to the other Wilmington Strategic Allocation Funds.
Principal Investment Strategies of the Fund
The Fund pursues its investment goal by allocating its investments among fixed income securities, equity securities and other assets in an effort to achieve a high level of total return consistent with an aggressive level of risk relative to the other Wilmington Strategic Allocation Funds. The Fund invests, directly and indirectly, in a broad combination of fixed-income and equity securities, and other assets. The Fund invests directly by buying individual equity and fixed income securities, including exchange-traded notes. The Fund invests indirectly by buying shares of other funds, some of which are managed by the investment advisor and some of which are not (Underlying Funds). Underlying Funds may include open-end, closed-end and exchange-traded funds (ETFs). The investment advisor will vary, from time to time, the amount of assets that is allocated among equity and fixed income investments, and among individual securities and Underlying Funds, in an attempt to achieve the Funds investment goal, based upon the investment advisors view of economic conditions. The Fund will not acquire more than 25% of the outstanding voting securities of any Underlying Fund.
The Fund anticipates that generally, it will maintain the following allocations, although the Fund is not required to
64 | August 31, 2016 / PROSPECTUS |
ADDITIONAL INFORMATION ABOUT INVESTMENT GOALS, STRATEGIES AND RISKS OF THE FUNDS AND THE UNDERLYING FUNDS
maintain exposure to any particular asset class or investment style. The following allocation ranges are approximate and may be exceeded from time to time:
|
allocating 65%-90% of fund assets to global equity securities; |
|
allocating 0%-10% of fund assets to global fixed income securities; |
|
allocating 10%-50% of fund assets to non-traditional investments; and |
|
allocating 0%-10% of fund assets to cash and cash equivalents. |
Underlying Funds may invest in any industry or business, and in any country, region or market. An Underlying Fund may invest in any type of equity security (common, preferred or convertible) and in any capitalization range (e.g., micro-, small-, mid-, large- or mega-cap), and may employ any investment style (e.g., growth, value, core). An Underlying Fund may invest in any type of fixed income security (e.g., corporate, government, asset-backed, mortgage backed, and zero-coupon securities), including fixed rate, variable rate, inflation-indexed and floating rate debt (including bank loans), with any maturity (e.g., short-term, intermediate-term or long-term), secured or unsecured, and with any credit quality or rating (e.g., investment grade, high yield (junk)). The Fund may make non-traditional investments through Underlying Funds that invest in real estate assets, commodityrelated assets and natural resources, infrastructure assets and hedge fund strategies, and through investments in exchange-traded notes that are linked, directly or indirectly, to real estate, commodities, natural resources, infrastructure assets and hedge fund strategies. The investment advisor may invest directly in equity and fixed income securities of the same types and with the same terms and features as described above for Underlying Funds, other than with respect to hedge fund strategies, real estate, and commodities. The investment advisor anticipates that generally, it will make direct investments in securities in domestic markets and on domestic exchanges, although it may invest directly in foreign markets. Within the parameters described above (and subject to any other applicable limitations), the investment advisor may favor particular asset classes, investment styles, types and qualities of securities, geographic regions, markets and industries.
When making allocation decisions, the investment advisor may consider various quantitative and qualitative data relating to the U.S. and foreign economies and securities markets. This data may include projected growth trends in the U.S. and foreign economies, forecasts for interest rates and the relationship between short- and long-term interest rates (yield curve), current and projected trends in inflation, relative valuation levels in the equity and fixed income markets and various segments within those markets, the outlook and projected growth of various industrial sectors, information relating to business cycles, borrowing needs and the cost of capital, political trends relating to trade
balances and labor information. While the investment advisor performs these analyses on a daily basis, material shifts in asset class exposures typically take place over longer periods of time. The investment advisor will adjust the Funds asset mix based on its analysis of the relative attractiveness and risk of stocks, bonds and nontraditional investments in connection with economic, financial and other market trends.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns, include:
|
Asset Allocation Risk |
|
Commodity-Related Risk |
|
Company Size Risk |
|
Credit Risk |
|
Exchange Traded Funds (ETFs) Risk |
|
Exchange Traded Notes (ETNs) Risk |
|
Foreign Investing Risk |
|
Hedge Fund Strategies Risk |
|
Inflation-Indexed Securities Risk |
|
Inflation-Indexed Securities Tax Risk |
|
Infrastructure Assets Risk |
|
Interest Rate Risk |
|
Natural Resources Risk |
|
Non-Investment Grade Securities (Junk Bonds) Risk |
|
Real Estate-Related Risk |
|
Stock Market Risk |
|
Underlying Funds Risk |
WILMINGTON INTERMEDIATE-TERM BOND FUND
Investment Goal
The Fund seeks to provide current income and secondarily, capital growth.
Principal Investment Strategies of the Fund
The Fund seeks to achieve its investment goal by investing primarily in U.S. investment grade corporate and government fixed income securities, including mortgage and asset backed securities. Under normal circumstances, the Fund invests at least 80% of the value of its net assets in fixed income securities. The Funds investment advisor will select investment grade fixed income securities and unrated securities determined to be of comparable quality, but also may invest up to 15% of the Funds total assets in lower-rated debt securities (junk bonds). The Fund normally invests in securities with intermediate maturities, and the Fund seeks to maintain a weighted average maturity of three to five years. However, the Fund has no maturity restrictions on individual issues, and the weighted average maturity of the Funds portfolio will vary within a range of three to five years depending on market conditions.
PROSPECTUS / August 31, 2016 | 65 |
ADDITIONAL INFORMATION ABOUT INVESTMENT GOALS, STRATEGIES AND RISKS OF THE FUNDS AND THE UNDERLYING FUNDS
In selecting securities for the Fund, the investment advisor considers a securitys credit quality, capital appreciation potential, maturity and yield to maturity. The investment advisor will monitor changing economic conditions and trends, including interest rates, and may sell securities in anticipation of an increase in interest rates or purchase securities in anticipation of a decrease in interest rates.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns, include:
|
Active Trading Risk |
|
Call Risk |
|
Changing Fixed Income Market Conditions Risk |
|
Credit Risk |
|
Interest Rate Risk |
|
Liquidity Risk |
|
Mortgage-Backed and Asset-Backed Securities Risk |
|
Non-Investment Grade Securities (Junk Bonds) Risk |
|
Prepayment Risk |
WILMINGTON BROAD MARKET BOND FUND
Investment Goal
The Fund seeks to provide current income and secondarily, capital growth.
Principal Investment Strategies of the Fund
The Fund seeks to achieve its investment goal by investing primarily in U.S. investment grade corporate and government fixed income securities, including mortgage and asset backed securities. Under normal circumstances, the Fund invests at least 80% of the value of its net assets in fixed income securities. The Funds investment advisor will generally select investment grade fixed income securities and unrated securities determined to be of comparable quality, but also may invest up to 15% of the Funds total assets in lower-rated debt securities (junk bonds). The Fund seeks to maintain a dollar-weighted average maturity of four to ten years. However, the dollar-weighted average maturity of the Funds investments will vary depending on market conditions.
In selecting securities for the Fund, the investment advisor considers a securitys credit quality, capital appreciation potential, maturity and yield to maturity. The investment advisor will monitor changing economic conditions and trends, including interest rates, and may sell securities in anticipation of an increase in interest rates or purchase securities in anticipation of a decrease in interest rates.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns, include:
|
Active Trading Risk |
|
Call Risk |
|
Changing Fixed Income Market Conditions Risk |
|
Credit Risk |
|
Interest Rate Risk |
|
Liquidity Risk |
|
Mortgage-Backed and Asset-Backed Securities Risk |
|
Non-Investment Grade Securities (Junk Bonds) Risk |
|
Prepayment Risk |
WILMINGTON SHORT-TERM BOND FUND
Investment Goal
The Fund seeks to provide current income.
Principal Investment Strategies of the Fund
The Fund seeks to achieve its investment goal by investing primarily in U.S. investment grade corporate and government fixed income securities, including mortgage and asset backed securities. Under normal circumstances, the Fund invests at least 80% of the value of its net assets in fixed income securities. The Funds investment advisor will select investment grade fixed income securities and unrated securities determined to be of comparable quality, but also may invest up to 15% of the Funds total assets in lower-rated debt securities (junk bonds). The Fund normally invests in securities with short maturities, and the Fund seeks to maintain a weighted average maturity of three years or less. However, the Fund has no maturity restrictions on individual issues, and the weighted average maturity of the Funds portfolio will vary within a range of zero to three years depending on market conditions. In selecting securities for the Fund, the investment advisor considers a securitys credit quality, capital appreciation potential, maturity and yield to maturity. The investment advisor will monitor changing economic conditions and trends, including interest rates, and may sell securities in anticipation of an increase in interest rates or purchase securities in anticipation of a decline in interest rates.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns, include:
|
Active Trading Risk |
|
Call Risk |
|
Changing Fixed Income Market Conditions Risk |
|
Credit Risk |
66 | August 31, 2016 / PROSPECTUS |
ADDITIONAL INFORMATION ABOUT INVESTMENT GOALS, STRATEGIES AND RISKS OF THE FUNDS AND THE UNDERLYING FUNDS
|
Interest Rate Risk |
|
Liquidity Risk |
|
Mortgage-Backed and Asset-Backed Securities Risk |
|
Non-Investment Grade Securities (Junk Bonds) Risk |
|
Prepayment Risk |
WILMINGTON MUNICIPAL BOND FUND
Investment Goal
The Fund seeks a high level of income exempt from federal income tax, consistent with the preservation of capital.
Principal Investment Strategies of the Fund
Under normal circumstances, the Fund invests at least 80% of the value of its net assets in municipal securities that provide interest exempt from federal income tax. However, the income on these securities may be subject to the federal alternative minimum tax (AMT). The Fund may also invest up to 20% of its assets in other types of fixed income securities that provide income that is subject to federal income tax. The Fund generally invests in securities rated in the top four categories by a rating agency such as Moodys Investors Service, Inc. (Moodys) or Standard & Poors Corporation (S&P) or if unrated, determined by the investment advisor to be of comparable quality. The Fund seeks to maintain a weighted average maturity of three to ten years. However, the Fund has no maturity restrictions on individual issues, and the weighted average maturity of the Funds portfolio will vary depending on market conditions.
The Fund may invest more than 25% of its assets in securities relating to one political subdivision, such as any state or U.S. territory. The Fund may focus its investments in sectors of the municipal securities market, such as healthcare or housing. There are no limitations on the Funds investment in any one of the three general categories of municipal obligations: general obligation bonds, special revenue bonds and private activity bonds.
In selecting securities, the Funds investment advisor focuses on credit analysis, the relative values of different sectors of the market, geographic diversity and securities with different and potentially advantageous structures. The investment advisor seeks to construct a portfolio with substantially the same interest rate exposure as the Funds benchmark, and does not select securities based on forecasts of interest rates.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns include:
|
Alternative Minimum Tax Risk |
|
Call Risk |
|
|
Changing Fixed Income Market Conditions Risk |
|
Credit Risk |
|
Interest Rate Risk |
|
Liquidity Risk |
|
Municipal Securities Risk |
|
Prepayment Risk |
|
Tax Risk |
WILMINGTON NEW YORK MUNICIPAL BOND FUND
Investment Goal
The Fund seeks to provide current income that is exempt from both federal and New York personal income taxes.
Principal Investment Strategies of the Fund
The Fund seeks to achieve its investment goal, under normal circumstances, by investing its net assets so that at least 80% of the income it distributes will be exempt from federal regular income tax and personal income tax imposed by the State of New York and New York municipalities. However, the income on these securities may be subject to the federal alternative minimum tax (AMT). The Fund is non-diversified, which means it can invest a larger percentage of assets in a small number of issuers. The Fund seeks to maintain a weighted average maturity of three to ten years. However, the Fund has no maturity restrictions on individual issues, and the weighted average maturity of the Funds portfolio will vary depending on market conditions.
In selecting securities, the Funds investment advisor focuses on credit analysis, the relative values of different sectors of the market, geographic diversity and securities with different and potentially advantageous structures. The investment advisor seeks to construct a portfolio with substantially the same interest rate exposure as the Funds benchmark, and does not select securities based on forecasts of interest rates.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns, include:
|
Alternative Minimum Tax Risk |
|
Call Risk |
|
Changing Fixed Income Market Conditions Risk |
|
Credit Risk |
|
Interest Rate Risk |
|
Liquidity Risk |
|
Municipal Securities Risk |
|
New York Investment Risk |
|
Non-Diversification Risk |
|
Tax Risk |
PROSPECTUS / August 31, 2016 | 67 |
ADDITIONAL INFORMATION ABOUT INVESTMENT GOALS, STRATEGIES AND RISKS OF THE FUNDS AND THE UNDERLYING FUNDS
WILMINGTON U.S. GOVERNMENT MONEY MARKET FUND
Investment Goal
The Fund seeks to provide current income while maintaining liquidity and stability of principal.
Principal Investment Strategies of the Fund
Under normal circumstances, the Fund seeks to achieve its investment goal by investing at least 80% of the value of its net assets in money market instruments comprising a diversified portfolio of high quality, short-term debt obligations issued by the U.S. Government, and its agencies and repurchase agreements secured by these obligations.
In selecting securities for the Fund, the investment advisor considers factors such as current yield, the anticipated level of interest rates, and the maturity of the instrument relative to the maturity of the entire Fund. In addition, the Fund may purchase only securities that meet certain SEC requirements relating to maturity, diversification and credit quality, and must meet certain SEC requirements relating to portfolio liquidity. Under these requirements, the Funds securities must have remaining maturities of 397 days or less, and the Fund must have a dollar-weighted average maturity of 60 days or less and a dollar-weighted average life of 120 days or less.
Principal Risks of Investing in the Fund
You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the Fund is not a deposit of M&T Bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The investment advisor has no legal obligation to provide financial support to the Fund, and you should not expect that the investment advisor will provide financial support to the Fund at any time.
The primary factors that may reduce the Funds returns include:
|
Credit Risk |
|
Interest Rate Risk |
WILMINGTON U.S. TREASURY MONEY MARKET FUND
Investment Goal
The Fund seeks to provide current income while maintaining liquidity and stability of principal.
Principal Investment Strategies of the Fund
Under normal circumstances, the Fund seeks to achieve its investment goal by investing at least 80% of the value of its net assets in money market instruments comprising a diversified portfolio of high quality, short-term debt obligations issued by the U.S. government and repurchase agreements secured by these obligations.
In selecting securities for the Fund, the investment advisor considers factors such as current yield, the anticipated level of interest rates, and the maturity of the instrument relative to the maturity of the entire Fund. In addition, the Fund may purchase only securities that meet certain SEC requirements relating to maturity, diversification and credit quality, and must meet certain SEC requirements relating to portfolio liquidity. Under these requirements, the Funds securities must have remaining maturities of 397 days or less, and the Fund must have a dollar-weighted average maturity of 60 days or less and a dollar-weighted average life of 120 days or less.
Principal Risks of Investing in the Fund
You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the Fund is not a deposit of M&T Bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The investment advisor has no legal obligation to provide financial support to the Fund, and you should not expect that the investment advisor will provide financial support to the Fund at any time.
The primary factors that may reduce the Funds returns include:
|
Interest Rate Risk |
68 | August 31, 2016 / PROSPECTUS |
PRINCIPAL SECURITIES OF THE FUNDS
Principal Securities of the Funds
Equity Funds:
|
Equity Securities |
|
Common Stocks |
|
Preferred Stocks |
|
Convertible Securities |
|
Foreign Securities |
|
Investing in Securities of Other Investment Companies (such as ETFs) |
|
Forward Currency Exchange Contracts |
Asset Allocation Funds:
|
Equity Securities |
|
Common Stocks |
|
Preferred Stocks |
|
Convertible Securities |
|
Fixed Income Securities |
|
ETNs |
|
Treasury Securities |
|
Agency Securities |
|
Corporate Debt Securities |
|
Mortgage Backed Securities |
|
Non-Investment Grade Securities (Junk Bonds) |
|
Zero Coupon Securities |
|
Foreign Securities |
|
Derivative Contracts |
|
Short Sales |
|
Swap Agreements |
|
Investing in Securities of Other Investment Companies (such as ETFs) |
Fixed Income Funds:
|
Fixed Income Securities |
|
U.S. Government Securities |
|
Mortgage Backed Securities |
|
Asset Backed Securities |
|
Municipal Securities |
|
Tax-Exempt Securities |
|
Collateralized Mortgage Obligations (CMOs) |
|
Non-Investment Grade Securities (Junk Bonds) |
|
Zero Coupon Securities |
Multi-Manager Real Asset Fund
|
Equity Securities |
|
Common Stocks |
|
Preferred Stocks |
|
Convertible Securities |
|
Fixed Income Securities |
|
Structured Notes |
|
Treasury Securities |
|
Agency Securities |
|
Corporate Debt Securities |
|
Inflation-Indexed Debt Securities |
|
Commodities |
|
Real Estate-Related Securities (including REITs) |
|
Mortgage Backed Securities |
|
Foreign Securities |
|
Foreign Government Securities |
|
Derivative Contracts |
|
Forward Currency Exchange Contracts |
|
Natural Resources Securities |
|
Short Sales |
|
Swap Agreements |
|
Investing in Securities of Other Investment Companies (such as ETFs) |
Alternatives Fund
|
Equity Securities |
|
Common Stocks |
|
Preferred Stocks |
|
Convertible Securities |
|
Foreign Securities |
|
Fixed Income Securities |
|
Structured Notes |
|
Corporate Debt Securities |
|
Non-Investment Grade Securities (Junk Bonds) |
|
ETNs |
|
Derivative Contracts |
|
Forward Currency Exchange Contracts |
|
Short Sales |
|
Natural Resources Securities |
|
Swap Agreements |
|
Credit Default Swaps |
|
Repurchase Agreements |
|
Investing in Securities of Other Investment Companies (such as ETFs) |
|
Mortgage-Backed Securities |
|
Asset-Backed Securities |
|
Commodity-Linked Derivatives |
|
Master Limited Partnerships |
Money Market Funds
|
Fixed Income Securities |
|
Treasury Securities |
|
Agency Securities |
|
Corporate Debt Securities |
|
Commercial Paper |
|
Tax-Exempt Securities |
|
Municipal Notes and Municipal Securities |
|
Variable Rate Demand Instruments |
|
Repurchase Agreements |
PROSPECTUS / August 31, 2016 | 69 |
PRINCIPAL SECURITIES OF THE FUNDS
Principal Securities of the Funds
The following list is a description of the principal securities in which the Funds may invest. More information on the principal and acceptable investments of the Funds is contained in the Funds Statement of Additional Information (SAI).
Equity Securities
Equity securities (stocks) represent a share of an issuers earnings and assets, after the issuer pays its liabilities. A Fund cannot predict the income it will receive from equity securities because issuers generally have discretion as to the payment of any dividends or distributions. However, equity securities offer greater potential for appreciation than many other types of securities, because their value increases directly with the value of the issuers business. The following describes the principal types of equity securities in which certain Funds may invest.
Common Stocks
Common stocks are the most prevalent type of equity security. Common stocks receive the issuers earnings 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.
Preferred Stocks
Preferred stocks have the right to receive specified dividends or distributions before the issuer makes payments on its common stock. Some preferred stocks also participate in dividends and distributions paid on common stock. Preferred stocks may also permit the issuer to redeem the stock. A Fund may also treat such redeemable preferred stock as a fixed income security.
Foreign Securities
Foreign securities are securities of issuers based outside the United States. An issuer is considered to be based outside the United States if:
|
it is organized under the laws of, or has a principal office located in, another country; |
|
the principal trading market for its securities is in another country; or |
|
it (or its subsidiaries) derived in its most current fiscal year at least 50% of its total assets, capitalization, gross revenue or profit from goods produced, services performed, or sales made in another country. |
Foreign securities are primarily denominated in foreign currencies. Along with the risks normally associated with domestic securities of the same type, foreign securities are subject to currency risks and risks of foreign investing. Trading in certain foreign markets is also subject to liquidity risks.
Fixed Income Securities
Fixed income securities (bonds) pay interest, dividends or distributions at a specified rate. The rate may be a fixed
percentage of the principal or adjusted periodically. In addition, the issuer of a fixed income security must repay the principal amount of the security, normally within a specified time. Fixed income securities 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. A securitys yield measures the annual income earned on a security as a percentage of its price.
A securitys yield will increase or decrease depending upon whether it costs less (a discount) or more (a premium) than the principal amount. If the issuer may redeem the security before its scheduled maturity, the price and yield on a discount or premium security may change based upon the probability of an early redemption. Securities with higher risks generally have higher yields. The following describes the principal types of fixed income securities in which a Fund may invest.
U.S. Government Securities
U.S. Government securities generally consist of Treasury securities and agency securities. Treasury securities are direct obligations of the federal government of the United States. Treasury securities are generally regarded as having the lowest credit risks.
Agency securities are issued or guaranteed by a federal agency or other government sponsored entity (GSE) acting under federal authority. Some GSE securities are supported by the full faith and credit of the United States. These include the Government National Mortgage Association, Small Business Administration, Farm Credit System Financial Assistance Corporation, Farmers Home Administration, Federal Financing Bank, General Services Administration, Department of Housing and Urban Development, Export-Import Bank, Overseas Private Investment Corporation, and Washington Metropolitan Area Transit Authority Bonds.
Other GSE securities receive support through federal subsidies, loans or other benefits. For example, the U.S. Treasury is authorized to purchase specified amounts of securities issued by (or otherwise make funds available to) the Federal Home Loan Bank System, Federal Home Loan Mortgage Corporation, Federal National Mortgage Association, Student Loan Marketing Association, and Tennessee Valley Authority in support of such obligations.
A few GSE securities have no explicit financial support, but are regarded as having implied support because the federal government sponsors their activities. These include the Farm Credit System, Financing Corporation, and Resolution Funding Corporation.
Treasury Securities
Treasury securities are direct obligations of the federal government of the United States. Treasury securities are generally regarded as having the lowest credit risks.
70 | August 31, 2016 / PROSPECTUS |
PRINCIPAL SECURITIES OF THE FUNDS
Agency Securities
Agency securities are issued or guaranteed by a federal agency or other government sponsored entity (GSE) acting under federal authority. Some GSE securities are supported by the full faith and credit of the United States. These include the Government National Mortgage Association, Small Business Administration, Farm Credit System Financial Assistance Corporation, Farmers Home Administration, Federal Financing Bank, General Services Administration, Department of Housing and Urban Development, Export-Import Bank, Overseas Private Investment Corporation, and Washington Metropolitan Area Transit Authority Bonds.
Other GSE securities receive support through federal subsidies, loans or other benefits. For example, the U.S. Treasury is authorized to purchase specified amounts of securities issued by (or otherwise make funds available to) the Federal Home Loan Bank System, Federal Home Loan Mortgage Corporation, Federal National Mortgage Association, Student Loan Marketing Association, and Tennessee Valley Authority in support of such obligations.
A few GSE securities have no explicit financial support, but are regarded as having implied support because the federal government sponsors their activities. These include the Farm Credit System, Financing Corporation, and Resolution Funding Corporation.
Investors regard agency securities as having low credit risks, but not as low as Treasury securities.
A Fund treats mortgage-backed securities guaranteed by a GSE as if issued or guaranteed by a federal agency. Although such a guarantee protects against credit risks, it does not reduce market and prepayment risks.
Corporate Debt Securities
Corporate debt securities are fixed income securities issued by businesses. Notes, bonds, debentures and commercial paper are the most prevalent types of corporate debt securities. A Fund may also purchase interests in bank loans to companies. The credit risks of corporate debt securities vary widely among issuers.
In addition, the credit risk of an issuers debt security may vary based on its priority for repayment. For example, higher ranking (senior) debt securities have a higher priority than lower ranking (subordinated) securities. This means that the issuer might not make payments on subordinated securities while continuing to make payments on senior securities. In addition, in the event of bankruptcy, holders of senior securities may receive amounts otherwise payable to the holders of subordinated securities. Some subordinated securities, such as trust preferred and capital securities notes, also permit the issuer to defer payments under certain circumstances. For example, insurance companies issue securities known as surplus notes that permit the insurance company to defer any payment that would reduce its capital below regulatory requirements.
Mortgage Backed Securities
Mortgage backed securities represent interests in pools of mortgages. The mortgages that comprise a pool normally have similar interest rates, maturities and other terms. Mortgages may have fixed or adjustable interest rates. Interests in pools of 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 are pass-through certificates. An issuer of pass-through certificates gathers monthly payments from an underlying pool of mortgages. Then, the issuer deducts its fees and expenses and passes the balance of the payments on to the certificate holders once a month. Holders of pass-through certificates receive a pro rata share of all payments and prepayments from the underlying mortgages. As a result, the holders assume all the prepayment risks of the underlying mortgages.
Collateralized Mortgage Obligations (CMOs)
CMOs, including interests in real estate mortgage investment conduits (REMICs), allocate payments and prepayments from an underlying pass-through certificate among holders of different classes of mortgage-backed securities. This creates different prepayment and interest rate risks for each CMO class.
Asset Backed Securities
Asset backed securities are payable from pools of obligations other than mortgages. Most asset backed securities involve consumer or commercial debts with maturities of less than ten years. However, almost any type of fixed income assets (including other fixed income securities) may be used to create an asset backed security. Asset backed securities may take the form of commercial paper, notes, or pass-through certificates. Asset backed securities have prepayment risks.
Zero Coupon Securities
Zero coupon securities do not pay interest or principal until final maturity unlike debt securities that provide periodic payments of interest (referred to as a coupon payment). Investors buy zero coupon securities at a price below the amount payable at maturity. The difference between the purchase price and the amount paid at maturity represents interest on the zero coupon security. Investors must wait until maturity to receive interest and principal, which increases the interest rate and credit risks of a zero coupon security.
Commercial Paper
Commercial paper is an issuers obligation with a maturity of less than nine months. Companies typically issue commercial paper to pay for current expenditures. Most issuers constantly reissue their commercial paper and use the proceeds (or bank loans) to repay maturing paper. If the issuer cannot continue to obtain liquidity in this fashion, its commercial paper may default. The short maturity of commercial paper reduces both the market and credit risks as compared to other debt securities of the same issuer
PROSPECTUS / August 31, 2016 | 71 |
PRINCIPAL SECURITIES OF THE FUNDS
Convertible Securities
Convertible securities are fixed income securities that a Fund has the option to exchange for equity securities at a specified conversion price. The option allows a Fund to realize additional returns if the market price of the equity securities exceeds the conversion price. For example, a Fund may hold fixed income securities that are convertible into Shares of common stock at a conversion price of $10 per share. If the market value of the Shares of common stock reached $12, a Fund could realize an additional $2 per share by converting its fixed income securities.
Convertible securities have lower yields than comparable fixed income securities. In addition, at the time a convertible security is issued the conversion price exceeds the market value of the underlying equity securities. 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 a Fund to realize some of the potential appreciation of the underlying equity securities with less risk of losing its initial investment. A Fund may invest in convertible securities rated below investment grade. See Risks Associated with Non-Investment Grade Securities herein.
International Equity Fund and Large Cap Growth Fund treat convertible securities as both fixed income and equity securities for purposes of their investment policies and limitations, because of their unique characteristics.
Municipal Securities
Municipal securities are fixed income securities that pay interest that is not subject to regular federal income taxes. Typically, states, counties, cities and other political subdivisions and authorities issue tax exempt securities. The market categorizes tax-exempt securities by their source of repayment.
Tax-Exempt Securities
Tax-exempt securities are fixed income securities that pay interest that is not subject to regular federal income taxes. Typically, states, counties, cities and other political subdivisions and authorities issue tax-exempt securities. The market categorizes tax-exempt securities by their source of repayment. Interest income on such securities may be subject to the federal alternative minimum tax (AMT) for individuals and corporations.
Municipal Notes
Municipal notes are short-term tax-exempt securities. Many municipalities issue such notes to fund their current operations before collecting taxes or other municipal revenues. Municipalities may also issue notes to fund capital projects prior to issuing long-term bonds. The issuers typically repay the notes at the end of their fiscal year, either with taxes, other revenues or proceeds from newly issued notes or bonds.
Variable Rate Demand Instruments
Variable rate demand instruments are tax-exempt securities that require the issuer or a third party, such as a dealer or bank, to repurchase the security for its face value upon demand. The securities also pay interest at a variable rate intended to cause the securities to trade at their face value. A Fund treats variable rate demand instruments as short-term securities even though their maturity may extend beyond 397 days because, within 397 days, their variable interest rate adjusts in response to changes in market rates and the repayment of their principal amount can be demanded.
Non-Investment Grade Securities (Junk Bonds)
Securities rated BB+ or lower by Standard & Poors or Ba or lower by Moodys are considered to be non-investment grade securities (junk bonds). These securities are generally higher-yielding and higher-risk than investment grade, fixed income securities and are issued by entities whose ability to pay interest and principal on the debt in a timely manner is considered questionable.
Inflation-Indexed Debt
Inflation-indexed debt securities are fixed-income securities designed to protect investors from a loss of value due to inflation by periodically adjusting their principal and/or coupon according to the rate of inflation. With respect to this portion of its portfolio, the Multi-Manager Real Asset Fund will invest in Treasury Inflation Protected Securities (TIPS), foreign currency-denominated inflation-protected securities and other fixed-income securities not adjusted for inflation. Such other fixed-income securities may include: U.S. Government bonds and notes, corporate bonds, mortgage-related securities and asset-backed securities. Certain floating rate bonds can potentially proxy for inflation-specific instruments, or non-adjusted bonds could be combined with swaps to create a synthetic inflation-linked bond. The Multi-Manager Real Asset Fund may invest in securities with effective or final maturities of any length. The Multi-Manager Real Asset Fund may adjust its holdings or its average duration based on actual or anticipated changes in interest rates or credit quality. TIPS are notes and bonds issued by the U.S. Treasury whose principal amounts are adjusted monthly to reflect the effects of inflation. The principal value is adjusted for changes in inflation as measured by the Consumer Price Index for Urban Consumers and interest is paid on the inflation-adjusted principal. TIPS are backed by the full faith and credit of the U.S. Government.
Exchange-Traded Notes (ETNs)
A Fund may invest in ETNs. ETNs are a type of unsecured, unsubordinated debt security that have characteristics and risks similar to those of fixed-income securities and trade on a major exchange similar to shares of ETFs. However, this type of debt security differs from other types of bonds and notes because ETN returns are based upon the performance of a market index minus applicable fees, no period coupon
72 | August 31, 2016 / PROSPECTUS |
PRINCIPAL SECURITIES OF THE FUNDS
payments are distributed, and no principal protections exist. The purpose of ETNs is to create a type of security that combines the aspects of both bonds and ETFs. The Funds decision to sell its ETN holdings may be limited by the availability of a secondary market. If the Fund must sell some or all of its ETN holdings and the secondary market is weak, it may have to sell such holdings at a discount. If the Fund holds its investment in an ETN until maturity, the issuer will give the Fund a cash amount that would be equal to principal amount (subject to the days index factor). The value of an ETN also may be influenced by time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying commodities or securities markets, changes in the applicable interest rates, changes in the issuers credit rating and economic, legal, political or geographic events that affect the referenced commodity or security. ETNs are also subject to counterparty risk and fixed income risk.
Foreign Government Securities
Foreign government securities generally consist of fixed income securities supported by national, state or provincial governments or similar political subdivisions. Foreign government securities also include debt obligations of supranational entities, such as international organizations designed or supported by governmental entities to promote economic reconstruction or development, international banking institutions and related government agencies. Examples of these include, but are not limited to, the International Bank for Reconstruction and Development (the World Bank), the Asian Development Bank, the European Investment Bank and the Inter-American Development Bank.
Foreign government securities also include fixed income securities of quasi-governmental agencies that are either issued by entities owned by a national, state or equivalent government or are obligations of a political unit that are not backed by the national governments full faith and credit. Further, foreign government securities include mortgage-related securities issued or guaranteed by national, state or provincial governmental instrumentalities, including quasigovernmental agencies.
Other Principal Securities
Real Estate-Related Securities
WFMC considers real estate-related securities as those issued by companies that derive at least 50% of their assets, gross income or net profits from (i) development, ownership, leasing, financing, construction, management or sale of real estate or (ii) products and services that are related to the real estate industry, such as manufacturers and distributors of building supplies and financial institutions that issue or service mortgages. Many of the real estate-related securities are REITs, which are pooled investment vehicles that invest directly in income-producing real estate (an equity REIT), in loans secured by real estate (a mortgage REIT), or a
combination thereof (a hybrid REIT). An equity REIT receives rental income and any profits on the sale of its properties. A mortgage REIT receives interest income from the loans made on underlying properties. Investments in real estate-related securities expose the Fund to the risks of owning real estate directly, such as market-specific conditions (economic, supply/demand imbalances), creditworthiness of the issuer, quality of property management, and changing interest rates.
Natural Resources Securities
Natural resources securities are those issued by companies that either own or develop natural resources or supply goods and services to such owners and developers. These companies may be involved in exploring, mining, refining, drilling, processing, transporting, fabricating, dealing in, or owning natural resources. Natural resources include precious metals (e.g., gold, platinum, and silver), ferrous and nonferrous metals (e.g., iron, aluminum, and copper), strategic metals (e.g., uranium and titanium), hydrocarbons (e.g., coal, oil, and natural gases), chemicals, paper and forest products, and other basic commodities. An investment in operating companies that have significant exposure to natural resources exposes the investor to the greater volatility of the commodity markets, to commodity-specific risks (drought, floods, weather, disease, supply/demand imbalances) and to international economic, political and regulatory influences that frequently affect those markets and the operations of companies engaged in natural resources industries. The natural resources industries can also be significantly affected by energy conservation, the success of exploration projects, commodity prices and tax and other government regulations.
Master Limited Partnerships
Master limited partnerships (MLPs) are limited partnerships in which the ownership units are publicly traded. MLP units are registered with the SEC and are freely traded on a securities exchange or in the OTC market. MLPs often own several properties or businesses (or own interests) that are related to real estate development and oil and gas industries, but they also may finance motion pictures, research and development and other projects. Generally, an MLP is operated under the supervision of one or more managing general partners. Limited partners are not involved in the day-to-day management of the partnership.
The risks of investing in an MLP are generally those involved in investing in a partnership as opposed to a corporation. For example, state law governing partnerships is often less restrictive than state law governing corporations. Accordingly, there may be fewer protections afforded investors in an MLP than investors in a corporation. Additional risks involved with investing in an MLP are risks associated with the specific industry or industries in which the partnership invests, such as the risks of investing in real estate, or oil and gas industries.
PROSPECTUS / August 31, 2016 | 73 |
PRINCIPAL SECURITIES OF THE FUNDS
Structured Notes
Structured notes are derivative debt securities, the interest rate or principal of which is determined by an unrelated indicator, such as an underlying commodity or index related to that commodity. Structured notes may include a multiplier that multiplies the indexed element by a specified factor and, therefore, the value of such notes may be very volatile. The terms of the structured notes may provide that, in certain circumstances, no principal is due at maturity and, therefore, may result in a loss of invested capital. Structured notes may be positively or negatively indexed, so that appreciation of the reference index may produce an increase or a decrease in the interest rate or the value of the structured note at maturity may be calculated as a specified multiple of the change in the value of the reference; therefore, the value of such security may be very volatile. Structured notes may entail a greater degree of market risk than other types of debt securities because the investor bears the risk of the reference. Structured notes may also be more volatile, less liquid and more difficult to accurately price than less complex securities or more traditional debt securities.
Commodities
A Fund does not invest directly in commodities. Instead, to gain exposure to the commodities markets without investing directly in physical commodities, a Fund invests in investment companies, exchange-traded funds, structured notes, futures contracts, forward currency exchange contracts, currency futures and swap agreements. A Fund may also invest in common stocks, preferred stocks and convertible securities of issuers in commodity-related industries to gain exposure to the commodities markets.
Derivative Contracts
Derivative contracts 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 contracts (such as forwards and options) require payments relating to a future trade involving the underlying asset. Other derivative contracts (such as swaps) require payments relating to the income or returns from the underlying asset. The other party to a derivative contract is referred to as a counterparty.
Many derivative contracts are traded on securities or commodities exchanges. In this case, the exchange sets all the terms of the contract except for the price. Investors make payments due under their contracts through the exchange. Most exchanges require investors to maintain margin accounts through their brokers to cover their potential obligations to the exchange. Parties to the contract make (or collect) daily payments to the margin accounts to reflect losses (or gains) in the value of their contracts. This protects investors against potential defaults by the counterparty. Trading contracts on an exchange also allows investors to close out their contracts by entering into offsetting contracts.
For example, a Fund could close out an open contract to buy an asset at a future date by entering into an offsetting contract to sell the same asset on the same date. If the offsetting sale price is more than the original purchase price, the Fund realizes a gain; if it is less, the Fund realizes a loss. Exchanges may limit the amount of open contracts permitted at any one time. Such limits may prevent the Fund from closing out a position. If this happens, the Fund will be required to keep the contract open (even if it is losing money on the contract), and to make any payments required under the contract (even if it has to sell portfolio securities at unfavorable prices to do so). Inability to close out a contract could also harm the Fund by preventing it from disposing of or trading any assets it has been using to secure its obligations under the contract.
A Fund may also trade derivative contracts over-the-counter (OTC) in transactions negotiated directly between the Fund and the counterparty. OTC contracts do not necessarily have standard terms, so they cannot be directly offset with other OTC contracts. In addition, OTC contracts with more specialized terms may be more difficult to price than exchange traded contracts.
Depending upon how a Fund uses derivative contracts and the relationships between the market value of a derivative contract and the underlying asset, derivative contracts may increase or decrease the Funds exposure to interest rate and currency risks, and may also expose the Fund to liquidity and leverage risks. OTC contracts also expose the Fund to credit risks in the event that a counterparty defaults on the contract.
Short Sales
Short sales are transactions in which a Fund sells a security it does not own. To complete the transaction, the Fund must borrow the security to make delivery to the buyer. The Fund is then obligated to replace the security borrowed by purchasing the security at the market price at the time of replacement. The price at such time may be higher or lower than the price at which the security was sold by the Fund. If the underlying security goes down in price between the time the Fund sells the security and buys it back, the Fund will realize a gain on the transaction. Conversely, if the underlying security goes up in price during the period, the Fund will realize a loss on the transaction. Any such loss is increased by the amount of premium or interest the Fund must pay to the lender of the security. Likewise, any gain will be decreased by the amount of premium or interest the Fund must pay to the lender of the security.
The Fund is also required to segregate other assets on its books to cover its obligation to return the security to the lender which means that those other assets may not be available to meet the Funds needs for immediate cash or other liquidity. The Funds investment performance may also suffer if the Fund is required to close out a short position earlier than it had intended. This would occur if the securities lender required the Fund to deliver the securities the Fund borrowed at the commencement of the short sale and the Fund is unable to
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borrow the securities from another securities lender or otherwise obtain the security by other means. In addition, the Fund may be subject to expenses related to short sales that are not typically associated with investing in securities directly, such as costs of borrowing and margin account maintenance costs associated with the Funds open short positions. These expenses negatively impact the performance of the Fund. For example, when the Fund short sells an interest-bearing security, such as a bond, it is obligated to pay the interest on the security it has sold. This cost is partially offset by the interest earned by the Fund on the investment of the cash generated by the short sale. When the Fund sells short an equity security that pays a dividend, the Fund must pay out the dividend rate of the equity security to the lender and records this as an expense of the Fund and reflects the expense in its financial statements. However, a dividend paid on a security sold short generally has the effect of reducing the market value of the shorted security and thus, increases the Funds unrealized gain or reduces the Funds unrealized loss on its short sale transaction. To the extent that the interest rate and/or dividend that the Fund is obligated to pay is greater than the interest earned by the Fund on investments, the performance of the Fund will be negatively impacted. These types of short sales expenses are sometimes referred to as the negative cost of carry, and will tend to cause the Fund to lose money on a short sale even in instances where the price of the underlying security sold short does not change over the duration of the short sale.
Swap Agreements
A Fund may enter into swap agreements, including, but not limited to, total return swaps, index swaps, interest rate swaps, credit default swaps, equity swaps and commodity swaps. A swap agreement may be negotiated bilaterally and traded OTC between the two parties (for an uncleared swap) or, in some instances, must be transacted through a futures commission merchant and cleared through a clearinghouse that serves as a central counterparty (for a cleared swap). The Fund may utilize swap agreements in an attempt to gain exposure to the securities in a market without actually purchasing those securities, or to hedge a position. Swap agreements may last for periods ranging from a day 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. The gross returns to be exchanged or swapped between the parties are calculated with respect to a notional amount, i.e., the return on or increase in value of a particular dollar amount invested in a basket of securities representing a particular index.
Credit Default Swaps
A Fund may enter into credit default swap agreements. A credit default swap agreement is an agreement between two parties: a buyer of credit protection and a seller of credit protection. The Fund may be either the buyer of credit protection against a designated event of default, restructuring or other credit related event (each a Credit Event) or the seller of credit protection in a credit default swap. The buyer in a
credit default swap agreement is obligated to pay the seller a periodic stream of payments over the term of the swap agreement. If no Credit Event occurs, the seller of credit protection will have received a fixed rate of income throughout the term of the swap agreement. If a Credit Event occurs, the seller of credit protection must pay the buyer of credit protection the full notional value of the reference obligation either through physical settlement or cash settlement. If no Credit Event occurs, the buyer of credit protection will have made a series of periodic payments through the term of the swap agreement. However, if a Credit Event occurs, the buyer of credit protection will receive the full notional value of the reference obligation either through physical settlement or cash settlement from the seller of credit protection. A credit default swap may involve greater risks than if the Fund invested directly in the underlying reference obligations. For example, a credit default swap may increase the Funds credit risk because it has exposure to both the issuer of the underlying reference obligation and the counterparty to the credit default swap. In addition, credit default swap agreements may be difficult to value depending on whether an active market exists for the credit default swaps in which the Fund invests.
Forward Currency Exchange Contracts
A forward foreign currency exchange contract is an agreement to buy or sell a specific currency at a future date and at a price set at the time of the contract. Forward foreign currency exchange contracts may reduce the risk of a loss from a change in value of a currency, but they also limit any potential gains, do not protect against fluctuations in the value of the underlying position and are subject to counterparty risk.
Special Transactions
Repurchase Agreements
Repurchase agreements are transactions in which a 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 a Funds return on the transaction. This return is unrelated to the interest rate on the underlying security. A Fund will enter into repurchase agreements only with banks and other recognized financial institutions, such as securities dealers, deemed creditworthy by the Advisor. A Funds custodian will take possession of the securities subject to repurchase agreements. The Advisor will monitor the value of the underlying security each day to ensure that the value of the security always equals or exceeds the repurchase price. Repurchase agreements are subject to credit risks.
Investing In Securities Of Other Investment Companies
A Fund may invest its assets in securities of other investment companies, including certain exchange-traded funds (ETFs), business development companies (BDCs) and the securities of affiliated money market funds, as an efficient means of carrying out their investment policies and
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managing their uninvested cash. SEC rules require that any expenses incurred by certain ETFs, BDCs and other investment companies be included in a funds expense ratio as Acquired Fund Fees and Expenses.
The shares of most ETFs are listed and traded on stock exchanges at market prices, although some shares may be redeemable at net asset value for cash or securities. A Fund may invest in ETFs in order to achieve exposure to a specific region, country or market sector, or for other reasons consistent with its investment strategy. As with traditional mutual funds, ETFs charge asset-based fees, although these fees tend to be relatively low. ETFs generally do not charge initial sales charges or redemption fees but investors pay customary brokerage commissions and fees to buy and sell ETF Shares.
A fund may invest in BDCs, a special type of closed-end investment company that tends to invest in small, developing, financially troubled, and often private companies. Like an automaker, retailer, or any other operating company, a BDC incurs expenses such as employee salaries. As noted above, these expenses are included in a funds expense ratio although they are not direct expenses paid by fund shareholders, are not used to calculate the funds net asset value, and are not included in a funds financial statements.
Pursuant to an SEC exemption, each of the Funds is permitted to invest in Shares of the Wilmington Money Market Funds as a means of managing their uninvested cash. These investments will cause a duplication of expenses. The Advisor may waive certain fees in connection with these investments.
Other Investment Strategies
Portfolio Turnover
Each Fund may actively trade its portfolio securities in an attempt to achieve its investment objective. Active trading will cause a Fund to have an increased portfolio turnover rate, which is likely to generate shorter-term gains (losses) for its shareholders, who are taxed at a higher rate than longer-term gains (losses). Actively trading portfolio securities increases a Funds trading costs and may have an adverse impact on a Funds performance. A Fund may experience an increase in its portfolio turnover rate if a Funds portfolio is modified in connection with a change in sub-advisors.
Temporary Defensive Investments
The Funds (except the Money Market Funds) may temporarily depart from their principal investment strategies by investing their assets in cash and shorter-term debt securities and similar obligations. They may do this to minimize potential losses and maintain liquidity to meet shareholder redemptions during adverse market conditions. This may cause a Fund to fail to meet its investment goal and to give up greater investment returns to maintain the safety of
principal, that is, the original amount invested by shareholders. Interest income from temporary investments may be taxable to shareholders as ordinary income.
Investment Ratings For Investment Grade Securities
The Advisor or sub-advisor will determine whether a security is investment grade based upon the credit ratings given by one or more nationally recognized rating services. For example, Standard and Poors, a rating service, assigns ratings to investment grade securities (AAA, AA, A, and BBB) based on their assessment of the likelihood of the issuers inability to pay interest or principal (default) when due on each security. Lower credit ratings correspond to higher credit risk. If a security has not received a rating, a Fund must rely entirely upon the Advisors or sub-advisors credit assessment that the security is comparable to investment grade.
Investment Process Governance
The Wealth and Institutional Services Division (WISD) of M&T Bank Corporation consists of the investment management businesses of Wilmington Funds Management Corporation, Wilmington Trust Investment Advisors, Inc., and Wilmington Trust Investment Management, LLC (the WISD Registered Investment Advisers), and the investment management, personal trust, corporate trust, asset administration and related businesses of M&T Bank, Wilmington Trust, N.A., and Wilmington Trust Company (the WISD Trust Entities).
The WISD Investment Committee (the Investment Committee) exists to assist the Boards of Directors of the WISD Trust Entities (indirectly through other intermediate committees) in fulfilling their responsibilities to oversee the investment-related activities of WISD to ensure the proper exercise of fiduciary powers by the WISD Trust Entities, and to assist the Boards of Directors of the WISD Registered Investment Advisers in fulfilling their responsibilities.
The Investment Committee consists of two subcommittees: the Investment Committee-Investment Strategy Matters (the IC-ISM), and the Investment Committee-General Matters, and each of the subcommittees has voting and non-voting members. The IC-ISMs voting members include the Chief Investment Officer, Head of Equity, Head of Fixed Income, Head of Investment Strategy, Head of Fixed Income Search and Strategy and Chief Economist of Wilmington Trust Investment Advisors, as well as several senior employees of the WISD Trust Entities. The non-voting members include other investment professionals from Wilmington Trust Investment Advisors, as well as investment professionals from the WISD Trust Entities.
The IC-ISM meets formally at least monthly, and is responsible for a variety of tasks and functions, such as:
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setting overall strategy for asset allocation, including risk objectives, types of strategic allocations needed (benchmark relative, absolute return, income oriented, etc. ) and types of tactical allocations to be considered; |
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developing the methodology for longer-term strategic allocation advice and more intermediate-term tactical allocation advice, including: (i) research, evaluation of efficacy and execution of valuation and price momentum methodologies, as well as reviews of academic research and third-party solutions and support leading to process improvement; (ii) macro factor identification and analysis for use in allocation processes; and (iii) setting of diversified benchmarks for allocation advice, excess return expectations against benchmarks and the target and allowable tracking error of advice against benchmarks; and |
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developing methodologies for addressing key characteristics of portfolio construction advice, including: (i) the methodology for assigning portfolio exposures within asset classes between active and passive exposures; (ii) determining the impact to construction and exposures to meet yield expectations; (iii) the positioning and use of trend-following trading strategies to address overall portfolio and asset class exposures; (iv) the use and guidelines of portfolio insurance; (v) the positioning and guidelines for private equity and private real estate solutions within portfolios; (vi) the impact of liquidity within products and the decision set around their use; (vii) the interaction of manager styles, correlations of excess returns and volatility in determining combinations and weights of active managers within portfolios; (viii) the rebalancing methodologies, frequencies and thresholds; and (ix) the consideration of income taxes in portfolio construction. |
The Investment Committee-General Matters oversees a variety of other investment-related functions, policies and procedures of the WISD Trust Entities and the WISD Registered Investment Advisers.
Generally, the IC-ISMs determinations are applied across all investment management products managed by the WISD Registered Investment Advisers and the WISD Trust Entities, including separately managed accounts, model portfolios and pooled investment vehicles. The IC-ISMs determinations regarding strategic and tactical asset allocation and portfolio construction may affect the three Wilmington Multi-Manager Funds and the Large-Cap Strategy Fund directly, as these funds pursue their investment goals by using multiple asset classes and/or investment styles, or, in the case of the Large-Cap Strategy Fund, by allocating its assets among industry sectors. Subject, at all times, to the requirements of each such Funds investment goal and principal investment strategies, WTIA portfolio managers for the three Wilmington Multi-Manager Funds will allocate and reallocate assets among subadvisers and asset classes, and WTIA portfolio managers for the Large-Cap Strategy Fund will allocate and re-allocate its assets among industry sectors, in response to the determinations of the IC-ISM.
Specific Risks of Investing in the Funds
Active Trading Risk
Certain Funds may trade securities actively, which could increase their transaction costs (thereby lowering their performance) and increase the amount of taxes that you may pay.
Alternative Minimum Tax Risk
Although the interest received from municipal securities generally is exempt from federal income tax, a Fund may invest a portion of its total assets in municipal securities subject to the federal alternative minimum tax. Accordingly, investment in the Fund could cause shareholders to be subject to (or result in an increased liability under) the federal alternative minimum tax.
Arbitrage Risk
The risk that securities purchased pursuant to an arbitrage strategy that intended to take advantage of the perceived relationship between the value of two securities may not perform as expected.
Asset Allocation Risk
The Multi-Manager Alternatives Fund, Multi-Manager Real Asset Fund, and the Strategic Allocation Funds are subject to the risk that the Advisors asset allocation decisions between equity securities, on the one hand, and fixed income securities, on the other hand, will not anticipate market trends successfully. For example, investing too heavily in common stocks during a stock market decline may result in a failure to preserve capital. Conversely, investing too heavily in fixed income securities during a period of stock market appreciation may result in lower total returns.
Call Risk
Call risk is the possibility that an issuer may redeem a fixed income security before maturity (a call) at a price below its current market price. An increase in the likelihood of a call may reduce the securitys price.
If a fixed income security is called, a Fund may have to reinvest the proceeds in other fixed income securities with lower interest rates, higher credit risks, or other less favorable characteristics.
Changing Fixed Income Market Conditions Risk
The current historically low interest rate environment was created in part by the Federal Reserve Board (FRB) and certain foreign central banks keeping the federal funds and equivalent foreign rates at or near zero. There is a risk that interest rates will rise when the FRB and central banks raise these rates. This risk is heightened due to the potential tapering of the FRBs quantitative easing program and other similar foreign central bank actions. This tapering and eventual increase in the federal funds and equivalent foreign
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rates may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. In addition, decreases in fixed income dealer market-making capacity may also potentially lead to heightened volatility and reduced liquidity in the fixed income markets. As a result, the value of the Funds investments and share price may decline. Changes in central bank policies could also result in higher than normal shareholder redemptions, which could potentially increase portfolio turnover and the Funds transaction costs.
Commodity-Linked Derivative Investment Risk
The value of a commodity-linked derivative investment typically is based on the price movements of a physical commodity (such as heating oil, livestock, or agricultural products), a commodity futures contract or commodity index, or some other readily measurable economic variable that is dependent upon changes in the value of commodities or the commodities markets. The value of these securities will rise or fall in response to changes in the underlying commodity or related benchmark or investment. To the extent that a Fund invests in such derivative instruments, the Fund will be exposed economically to movements in commodity prices.
Commodity-Related Risk
Certain Funds are subject to Commodity-Related Risks. Underlying Funds that invest in commodities expose the Fund to the greater volatility of the commodity markets, to commodity-specific risks (weather, disease, supply/demand imbalances), and to international economic, political and regulatory influences that frequently affect the commodities markets.
Commodity Tax Risk
A Funds ability to invest in certain instruments such as commodity-linked derivatives may be adversely affected by changes in legislation, regulations or other legally binding authority. Pursuant to the Internal Revenue Code, a Fund must derive at least 90% of its gross income from qualifying sources to qualify as a regulated investment company. Gains from the disposition of commodities are not considered qualifying income for this purpose. Additionally, the Internal Revenue Service has issued a revenue ruling which holds that income derived from commodity-linked swaps is not qualifying income. As a result, a Funds ability to directly invest in commodity-linked swaps as part of its investment strategy is limited to a maximum of 10% of its gross income. Failure to comply with the restrictions in the Internal Revenue Code and any future legislation or guidance may cause a Fund to fail to qualify as a regulated investment company which may adversely impact a shareholders return. Alternatively, a Fund may forego these investments which could adversely affect the ability of the Fund to achieve its investment goal.
Company Size Risk (Small and Mid Cap Risk)
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. For example, small and medium capitalization stocks may be less liquid and more volatile than stocks of larger, well-known companies. Market capitalization is determined by multiplying the number of its 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, limited access to capital, and other attributes that can cause their share prices to fluctuate. Therefore, smaller companies may entail greater risks for investors than larger companies.
Convertible Securities Risk
Convertible securities are subject to the risks typically associated with debt securities, such as interest rate risk and credit risk. Convertible securities also react to changes in the value of the common stock into which they convert, and are thus subject to market risk. A Fund may be forced to convert a convertible security before it otherwise would choose to do so, which may decrease the Funds return.
Counterparty Risk
A Fund may invest in financial instruments involving counterparties that attempt to gain exposure to a particular group of securities, index or asset class without actually purchasing those securities or investments, or to hedge a position. A Funds use of such financial instruments, including swap agreements and structured notes, involves risks that are different from those associated with ordinary portfolio securities transactions. For example, if a swap agreement counterparty defaults on its payment obligations to the Fund, this default will cause the value of your investment in the Fund to decrease. Swap agreements and structured notes also may be considered to be illiquid.
Credit Default Swap Risk
The Multi-Manager Alternatives Fund may enter into credit default swap agreements. A credit default swap agreement is an agreement between two parties: a buyer of credit protection and a seller of credit protection. The Fund may be either the buyer of credit protection against a designated event of default, restructuring or other credit related event (each a Credit Event) or the seller of credit protection in a credit default swap. The buyer in a credit default swap agreement is obligated to pay the seller a periodic stream of payments over the term of the swap agreement. If no Credit Event occurs, the seller of credit protection will have received a fixed rate of income throughout the term of the swap agreement. If a Credit Event occurs, the seller of credit protection must pay the buyer of credit protection the full notional value of the reference obligation either through physical settlement or cash settlement. If no Credit Event
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occurs, the buyer of credit protection will have made a series of periodic payments through the term of the swap agreement. However, if a Credit Event occurs, the buyer of credit protection will receive the full notional value of the reference obligation either through physical settlement or cash settlement from the seller of credit protection. A credit default swap may involve greater risks than if the Fund invested directly in the underlying reference obligations. For example, a credit default swap may increase the Funds credit risk because it has exposure to both the issuer of the underlying reference obligation and the counterparty to the credit default swap. In addition, credit default swap agreements may be difficult to value depending on whether an active market exists for the credit default swaps in which the Fund invests.
Credit Risk
Credit risk is the possibility that an issuer will default on a security by failing to pay interest or principal when due. If an issuer defaults, a Fund will lose money.
Many fixed income securities receive credit ratings from services such as Standard & Poors and Moodys. These services assign ratings to securities by assessing the likelihood of issuer default. Lower credit ratings correspond to higher credit risk. If a security has not received a rating, a Fund must rely entirely upon the Advisors credit assessment.
Fixed income securities generally compensate for greater credit risk by paying interest at a higher rate. The difference between the yield of a security and the yield of a U.S. Treasury security with a comparable maturity (the spread) measures the additional interest paid for risk. Spreads may increase generally in response to adverse economic or market conditions. A securitys spread may also increase if the securitys rating is lowered, or the security is perceived to have an increased credit risk. An increase in the spread will cause the price of the security to decline.
Credit risk includes the possibility that a party to a transaction involving a Fund will fail to meet its obligations. This could cause a Fund to lose the benefit of the transaction or prevent a Fund from selling or buying other securities to implement its investment strategy.
Currency Risk
Exchange rates for currencies fluctuate 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 U.S.
Derivative Securities Risk
The risk that a Funds use of derivatives will cause losses (1) due to the unexpected effect of market movements on a derivatives price, (2) because the derivatives do not perform as anticipated, (3) because the derivatives are not correlated with the performance of other investments which they are used to hedge; or (4) if the Fund is unable to liquidate a position because of an illiquid secondary market.
Derivatives Securities Tax Risk
Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of a Funds taxable income or gains, and may limit or prevent a Fund from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Fund to change its investment strategy. To the extent that a Fund uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Fund may not realize the intended benefits. There is also the risk that during adverse market conditions, an instrument which would usually operate as a hedge provides no hedging benefits at all. A Funds use of derivatives may be limited by the requirements for taxation of the Fund as a regulated investment company.
Distressed Securities Risk
A Funds investment in distressed securities may involve a higher degree of credit risk, price volatility and liquidity risk. These instruments, which involve loans, loan participations, bonds, notes, and non-performing and sub-performing mortgage loans, typically are unrated, lower-rated, in default or close to default. Valuing such instruments may be difficult and the Fund may lose all of its investment.
Emerging Market Countries Risk
Securities issued or traded in emerging markets generally entail greater risks than securities issued or traded in developed markets. For example, their prices may be significantly more volatile than prices in developed countries.
Emerging market economies may also experience more severe downturns (with corresponding currency devaluations) than developed economies. Emerging market countries may have relatively unstable governments and may present the risk of nationalization of businesses, expropriation, confiscatory taxation or, in certain instances, reversion to closed market, centrally planned economies.
Event-Driven Trading Risk
Event-driven trading involves the risk that the special situation may not occur as anticipated, in which case a Fund may realize losses.
Exchange-Traded Funds (ETFs) Risk
An investment in an ETF generally presents the same primary risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment objectives, strategies, and policies. The price of an ETF can fluctuate up or down, and a Fund could lose money investing
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in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs may be subject to the following risks that do not apply to conventional funds: (i) the market price of an ETFs shares may trade above or below their net asset value; (ii) an active trading market for an ETFs shares may not develop or be maintained; or (iii) trading of an ETFs shares may be halted if the listing exchanges officials deem such action appropriate, the shares are delisted from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally.
Exchange-Traded Notes (ETNs) Risk
The value of ETNs, which combine features of ETFs and bonds, depends on the performance of the index or other asset underlying the ETN and the creditworthiness of the ETNs issuer. Unlike ETFs, ETNs are not structured as investment companies and, unlike bonds, they may have no periodic interest payments. ETNs are not secured by any collateral.
Foreign Investing Risk
Foreign securities pose additional risks because foreign economic or political conditions may be less favorable than those of the United States. Securities in foreign markets may also be subject to taxation policies that reduce returns for U.S. investors.
Foreign companies may not provide information (including financial statements) as frequently or to as great an extent as companies in the United States. Foreign companies may also receive less coverage than United States companies by market analysts and the financial press. In addition, foreign countries may lack uniform accounting, auditing and financial reporting standards or regulatory requirements comparable to those applicable to U.S. companies. These factors may prevent Multi-Manager International Fund, Multi-Manager Real Asset Fund, Multi-Manager Alternatives Fund and Strategic Allocation Funds and their Advisor and sub-advisor from obtaining information concerning foreign companies that is as frequent, extensive and reliable as the information available concerning companies in the United States.
Foreign countries may have restrictions on foreign ownership of securities or may impose exchange controls, capital flow restrictions or repatriation restrictions which could adversely affect the liquidity of a Funds investments. Further, the issuer of foreign government securities or the governmental authorities that control the repayment of the debt may be unwilling to repay the principal or interest when due.
Forward Currency Exchange Contract Risk
A forward foreign currency exchange contract is an agreement to buy or sell a specific currency at a future date and at a price set at the time of the contract. Forward foreign currency exchange contracts may reduce the risk of loss
from a change in value of a currency, but they also limit any potential gains, do not protect against fluctuations in the value of the underlying position and are subject to counterparty risk.
Futures Contracts Risk
The successful use of futures contracts will depend upon the investment managers skill and experience with respect to such instruments and is subject to special risk considerations. The primary risks associated with the use of futures contracts are (i) the imperfect correlation between the change in market value of the instruments held by the Fund and the price of the futures contract; (ii) possible lack of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (iii) losses caused by unanticipated market movements, which are potentially unlimited; (iv) the inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; and (v) if the Fund has insufficient cash, it may have to sell portfolio investments to meet daily variation margin requirements, and the Fund may have to sell such investments at a time when it may be disadvantageous to do so.
Growth Investing Risk
Due to their relatively high valuations, growth stocks are typically more volatile than value stocks. For instance, the price of a growth stock may experience a larger decline on a forecast of lower earnings, a negative fundamental development, or an adverse market development. Further, growth stocks may not pay dividends or may pay lower dividends than value stocks. This means they depend more on price changes for returns and may be more adversely affected in a down market compared to value stocks that pay higher dividends.
Hedge Fund Strategies Risk
Certain Funds are subject to Hedge Fund Strategies Risks. Underlying Funds that invest, directly or indirectly, in managers employing hedge fund-type investment strategies may have markedly higher investment management fees than other funds. Hedge fund strategies may be narrowly focused on a particular market, security type or activity, and would be exposed to greater risk of loss if the investment thesis underlying the focus does not occur as anticipated. Hedge fund strategies that are intended to reduce the Funds volatility may fail to do so effectively. The use of leverage by a hedge fund strategy (e.g., through options) will magnify any losses incurred by the strategy.
Inflation-Indexed Securities Risk
Certain Funds are subject to Inflation-Indexed Securities Risks. Because of the inflation-adjustment feature, inflation-indexed securities typically have lower yields than conventional fixed-rate bonds. The value of inflation-indexed, fixed income securities generally fluctuates in response to changes in real interest rates, which are in turn tied to the
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relationship between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of an inflation-indexed security. Interest payments on inflation-indexed securities will fluctuate as the principal and/or interest is adjusted for inflation and can be unpredictable. The amounts of the income distributions from an inflation-indexed security are likely to fluctuate considerably more than the income distribution amounts of a conventional bond. If inflation is lower than expected during the period the Fund holds an inflation-indexed security, the Fund may earn less on the security than on a conventional bond. There can be no assurance that the inflation index used will accurately measure the real rate of inflation in the prices of goods and services. The Funds investment in inflation-indexed securities may lose value in the event that the actual rate of inflation is different than the rate of the inflation index. There also may be a delay between the time a change to the rate of inflation occurs and the time the adjustment for inflation is reflected in the value of the inflation-indexed securities.
Although inflation-indexed securities may provide investors with a hedge against inflation, in the event of deflation, in which prices decline over time, the principal and income of inflation-indexed securities would likely decline in price, resulting in losses to the Fund. If the Fund purchases inflation-indexed securities in the secondary market whose principal values have been adjusted upward due to inflation since issuance, the Fund may experience a loss if there is a subsequent period of deflation or a lower level of inflation. If inflation is lower than expected during the period the Fund holds an inflation-indexed security, the Fund may earn less on the security than on a conventional bond.
Inflation-Indexed Securities Tax Risk
Any increase in the principal amount of an inflation-indexed security may be included for tax purposes in a Funds gross income, even though no cash attributable to such gross income has been received by the Fund. In such event, the Fund may be required to make annual distributions to shareholders that exceed the cash it has otherwise received. In order to pay such distributions, the Fund may be required to raise cash by selling portfolio investments. The sale of such investments could result in capital gains to the Fund. In addition, adjustments during the taxable year for deflation to an inflation-indexed bond held by a Fund may cause amounts previously distributed by the Fund in the taxable year as income to be recharacterized as a return of capital.
Information Risk
The Fund may rely to a meaningful degree on quantitative analytical tools (both proprietary tools and those developed by third parties) (Tools) and information and data (Data) supplied by third parties. Tools and Data may be used to, among other things, construct sets of transactions and investments and illustrate the results, construct and test allocations within a portfolio, and provide risk management insights.
When Tools and Data used in managing the Fund prove to be incorrect or incomplete, any investment decisions made in reliance on the Tools and Data may not provide the desired results and the Fund may realize losses. For example, the Funds advisor and/or sub-advisor may in reliance on faulty Tools or Data buy certain investments at prices that are too high, sell certain investments at prices that are too low or miss favorable investment opportunities altogether.
Infrastructure Assets Risk
Certain Funds are subject to Infrastructure Assets Risk. Underlying Funds that invest, directly or indirectly, in infrastructure operators and projects (e.g., toll roads, port facilities, transmission lines, sewage treatment plants) expose the Fund to the risks associated with large, long-term construction projects, to financial, operating and competitive risks, and to the risks of changing economic and regulatory conditions and political instability in the country or region where the asset is located. These risks may be amplified for real assets located outside of the United States.
Interest Rate Risk
Prices of fixed income securities rise and fall in response to changes in the interest rate paid by similar securities. Generally, when interest rates rise, prices of fixed income securities fall. However, market factors, such as the demand for particular fixed income securities, may cause the price of certain fixed income securities to fall while the prices of other securities rise or remain unchanged.
Interest rate changes have a greater effect on the price of fixed income securities with longer durations. Duration measures the price sensitivity of a fixed income security to changes in interest rates.
Leverage Risk
Leverage risk is created when an investment exposes the Fund to a level or risk that exceeds the amount invested. Changes in the value of such an investment magnify the Funds risk of loss and potential for gain.
Liquidity Risk
Liquidity risk is the risk that the Fund will experience significant net redemptions of Fund shares at a time when it cannot find willing buyers for its portfolio securities or can only sell its portfolio securities at a material loss.
Master Limited Partnerships (MLPs) Risk
Investing in MLPs entails risks related to fluctuations in energy prices, decreases in the supply of, or demand for, energy commodities, decreases in demand for MLPs in rising interest rate environments, unique tax consequences due to the partnership structure and potentially limited liquidity.
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SPECIFIC RISKS OF INVESTING IN THE FUNDS
Mortgage-Backed and Asset-Backed Securities Risk
Through its investments in mortgage-backed securities, the Fund may have some exposure to subprime loans, as well as to the mortgage and credit markets generally. Subprime loans, which are loans made to borrowers with weakened credit histories, have had in many cases higher default rates than loans that meet government underwriting requirements. The credit quality of most asset-backed securities depends primarily on the credit quality of the assets underlying such securities, how well the entity issuing the security is insulated from the credit risk of the originator or any other affiliated entities, and the amount and quality of any credit enhancement of the securities.
Multi-Manager Risk
The investment styles employed by sub-advisors may not be complementary. The multi-manager approach could result in a high level of portfolio turnover, resulting in higher brokerage expenses and increased tax liability from the Funds realization of capital gains.
Municipal Securities Risk
The Fund will likely be impacted by events tied to the overall municipal securities markets. Those markets can be volatile and significantly affected by unfavorable legislative or political developments and adverse changes in the financial conditions of municipal securities issuers and the economy. Further, a fund that invests in the securities of a particular bond market sector (e.g., healthcare, housing or one political subdivision) is subject to the risk that adverse circumstances will have a greater impact on the fund than a fund that does not make such sector investments. It is possible that economic, business or political developments or other changes affecting one security in the sector will affect other securities in that sector in the same manner, thereby increasing the risk of such investments.
Natural Resources Risk
Certain Funds are subject to Natural Resources Risks. Underlying Funds that invest in companies that own or develop natural resources (e.g., exploring, mining, refining), or supply goods and services to such companies (e.g., drilling, processing, transporting, fabricating) expose the Fund to the greater volatility of the markets for these companies products, and to international economic, political and regulatory influences that frequently affect the operations of these companies.
New York Investment Risk
The New York Municipal Bond Fund emphasizes investments in New York and is subject to events that may adversely affect New York issuers compared to funds that invest in multiple states. New Yorks economy is large and diverse. While several upstate counties benefit from agriculture, manufacturing and high technology industries, New York City nonetheless still dominates the States economy through its international importance in economic sectors
such as advertising, finance, and banking. Any major changes to the financial conditions of New York City would ultimately have an effect on the State.
Yields on New York municipal securities depend on a variety of factors, including: the general conditions of the short-term municipal note market and the municipal bond market; the size of the particular offering; the maturity of the obligations; and the rating of the issue. Further, any adverse economic conditions or developments affecting the State, counties, municipalities or City of New York could impact New York Municipal Bond Funds portfolio. The ability of the Fund to achieve its investment goals also depends on the continuing ability of the issuers of New York municipal securities and participation interests, or the guarantors of either, to meet their obligations for the payment of interest and principal when due.
Non-Diversification Risk
The New York Municipal Bond Fund is non-diversified. Compared to diversified mutual funds, each of these Funds may invest a higher percentage of its assets among fewer issuers of portfolio securities. This increases a Funds risk by magnifying the impact (positively or negatively) that any one issuer has on a Funds Share price and performance.
Non-Investment Grade Securities (Junk Bonds) Risk
High-yield bonds, which are rated below investment grade and are typically referred to as junk bonds, are generally more exposed to credit risk than investment grade securities. These securities are generally higher yielding and higher-risk than investment grade, fixed income securities and are issued by entities whose ability to pay interest and principal on the debt in a timely manner is considered questionable.
Options and Futures Risk
When options are purchased over the counter, the Fund bears the risk that the counter-party that wrote the option will be unable or unwilling to perform its obligations under the option contract. Such options may also be illiquid, and in such cases, the Fund may have difficulty closing out its position. The risks associated with futures include: the potential inability to terminate or sell a position, the lack of a liquid secondary market for the Funds position and the risk that the counterparty to the transaction will not meet its obligations.
Over-the-Counter (OTC) Trading Risk
Certain of the derivatives in which the Multi-Manager Alternatives Fund may invest, including swap agreements, may be traded (and privately negotiated) in the OTC market. While the OTC derivatives market is the primary trading venue for many derivatives, it is largely unregulated. As a result and similar to other privately negotiated contracts, the Fund is subject to counterparty risk with respect to such derivatives contracts.
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SPECIFIC RISKS OF INVESTING IN THE FUNDS
Preferred Stocks Risk
Unlike interest payments on debt securities, dividend payments on a preferred stock typically must be declared by the issuers board of directors. In addition, in the event an issuer of preferred stock experiences economic difficulties, the issuers preferred stock may lose substantial value due to the reduced likelihood that the issuers board of directors will declare a dividend and the fact that the preferred stock may be subordinated to other securities of the same issuer.
Prepayment Risk
Generally, homeowners have the option to prepay their mortgages at any time without penalty. Homeowners frequently refinance high interest rate mortgages when mortgage rates fall. This results in the prepayment of mortgage backed securities with higher interest rates.
Conversely, prepayments due to refinancings decrease when mortgage rates increase. This extends the life of mortgage backed securities with lower interest rates. Other economic factors can also lead to increases or decreases in prepayments. Increases in prepayments of high interest rate mortgage backed securities, or decreases in prepayments of lower interest rate mortgage backed securities, may reduce their yield and price. These factors, particularly the relationship between interest rates and mortgage prepayments makes the price of mortgage backed securities more volatile than many other types of fixed income securities with comparable credit risks.
Mortgage backed securities generally compensate for greater prepayment risk by paying a higher yield. The difference between the yield of a mortgage backed security and the yield of a U.S. Treasury security with a comparable maturity (the spread) measures the additional interest paid for risk. Spreads may increase generally in response to adverse economic or market conditions. A securitys spread may also increase if the security is perceived to have an increased prepayment risk or perceived to have less market demand. An increase in the spread will cause the price of the security to decline. A Fund may have to reinvest the proceeds of mortgage prepayments in other fixed income securities with lower interest rates, higher prepayment risks, or other less favorable characteristics.
Real Estate-Related Risk
Certain Funds are subject to Real Estate-Related Risks. Underlying Funds that invest in real estate (generally real estate investment trusts) expose the Fund to the risks of owning real estate directly, such as market-specific conditions (economic supply/demand imbalances), creditworthiness of the issuer, quality of property management, and changing interest rates. Investing in REITs and REIT-like entities involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. REITs and REIT-like entities are dependent upon management skill, may not be diversified, and are subject to heavy cash flow dependency and self-
liquidation. REITs and REIT-like entities also are subject to the possibility of failing to qualify for tax free pass-through of income. Also, because REITs and REIT-like entities typically are invested in a limited number of projects or in a particular market segment, these entities are more susceptible to adverse developments affecting a single project or market segment than more broadly diversified investments.
Repurchase Agreements Risk
A repurchase agreement exposes the Fund to the risk that the party that sells the security may default on its obligation to repurchase it. The Fund may lose money if it cannot sell the security at the agreed-upon time and price or the security loses value before it can be sold.
Short Sale Risk
Short selling a security involves selling a borrowed security with the expectation that the value of the security will decline, so that the security may be purchased at a lower price when returning the borrowed security. The risk for loss on short selling is greater than the original value of the securities sold short because the price of the borrowed security may rise, thereby increasing the price at which the security must be purchased. Government actions also may affect the Funds ability to engage in short selling.
Stock Market Risk
The value of equity securities in a Funds portfolio will rise and fall. These fluctuations could be a sustained trend or a drastic movement. A Funds portfolio will reflect changes in prices of individual portfolio stocks or general changes in stock valuations. Consequently, a Funds share price may decline.
The Advisor or sub-advisor attempts to manage market risk by limiting the amount a Fund invests in each companys equity securities. However, diversification will not protect a Fund against widespread or prolonged declines in the stock market.
Structured Note Risk
The value of these notes will rise or fall in response to changes in the underlying commodity or related index. These notes expose the Fund to movements in commodity prices. These notes also are subject to risks, such as credit, market and interest rate risks, that in general affect the values of debt securities. These notes are often leveraged, increasing the volatility of each notes market value relative to changes in the underlying commodity, commodity futures contract or commodity index. Therefore, at the maturity of the note, the Fund may receive more or less principal than it originally invested. The Fund might receive interest payments on the note that are more or less than the stated coupon interest payments.
Swap Agreement Risk
With respect to an uncleared swap ( i.e. , negotiated bilaterally and traded OTC between the two parties), the
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WHO MANAGES THE FUNDS?
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. Swap agreements also may be considered to be illiquid. In addition, the Fund may enter into swap agreements that involve a limited number of counterparties, which may increase the Funds exposure to counterparty risk. Further, there is a risk that no suitable counterparties are willing to enter into, or continue to enter into, transactions with the Fund and, as a result, the Fund may not be able to achieve its investment goal. In the case of a cleared swap ( i.e. , transacted through a futures commission merchant (an FCM) and cleared through a clearinghouse that serves as a central counterparty ( e.g. , certain credit default swaps)), there is also a risk of loss by the fund of the margin deposits posted with the FCM in the event of the FCMs bankruptcy and whether the Fund has an open position in the swap contract.
Tax Risk
In order to be tax-exempt, municipal securities must meet certain legal requirements. Failure to meet such requirements may cause the interest received and distributed by the New York Municipal Bond Fund and Municipal Bond Fund to their shareholders to be taxable. Changes or proposed changes in federal tax laws may cause the prices of municipal securities to fall. Income from the New York Municipal Bond Fund and Municipal Bond Fund may be subject to the AMT.
Underlying Funds Risk
Certain Funds are subject to Underlying Funds Risk. The investment performance of the Fund is affected by the investment performance of the Underlying Funds in which it invests. The ability of the Fund to achieve its investment objective depends on the ability of the Underlying Funds to meet their investment objectives and on the decisions of WFMC, as investment advisor, regarding the allocation of the Funds assets among the Underlying Funds. There can be no assurance that the investment objective of the Fund or any Underlying Fund will be achieved. Through its investments in Underlying Funds, the Fund is subject to the risks of the Underlying Funds investments. Certain of the risks of the Underlying Funds investments are described above. In addition, both the Fund and the Underlying Funds in which it invests bear fees and expenses, so investment in the Fund may be subject to certain duplicate expenses. The Advisor is subject to certain conflicts of interest in choosing the Underlying Funds in which the Fund may invest.
Valuation Risk
The risk that the Fund has valued certain of its securities at a higher price than it can sell them.
Value Investing Risk
Due to their relatively low valuations, value stocks are typically less volatile than growth stocks. For instance, the price of a value stock may experience a smaller increase
on a forecast of higher earnings, a positive fundamental development, or positive market development. Furthermore, value stocks tend to have higher dividends than growth stocks. This means they depend less on price changes for returns and may lag behind growth stocks in an up market.
Disclosure Of Portfolio Holdings Information
The Funds annual and semiannual reports contain complete listings of each Funds portfolio holdings as of the end of the Funds second and fourth fiscal quarters. Each Fund prepares a report on Form N-Q of its portfolio holdings as of the end of the Funds first and third fiscal quarters. Each of these financial statements is filed with the SEC within 60 days of the end of the reporting period at the SECs website at www.sec.gov .
Each quarter, each Fund provides the top 10 holdings to the insurance companies that offer the Fund in its insurance contracts. This information is provided to these entities under an agreement of confidentiality, before such information is made publicly available, so that these entities may produce fact sheets about the Fund as of the end of such quarter, which may include an analysis of the Funds holdings by sector, credit quality and/or country, as applicable.
The SAI describes the policies and procedures that relate to the disclosure of the Funds portfolio holdings.
The Board of Trustees (the Board) governs the Funds. The Board selects and oversees the Advisor, WFMC, (formerly, Rodney Square Capital Management) a subsidiary of M&T Bank. The Advisor manages each Funds assets, including buying and selling portfolio securities. The Advisors address is 1100 North Market Street, Wilmington, DE 19890.
M&T Bank is the principal banking subsidiary of M&T Bank Corporation, a regional bank holding company in existence since 1969. M&T Bank was founded in 1892 and provides comprehensive banking and financial services to individuals, governmental entities and businesses throughout New York, Pennsylvania, Maryland and parts of Virginia, West Virginia, the District of Columbia and Delaware. As of June 30, 2016, M&T Bank Corporation had over $123 billion in assets. WFMC and entities affiliated with WFMC or its predecessors have served as investment advisor to certain of the Funds since 1988 and, as of June 30, 2016, it managed approximately $11.2 billion in assets. As part of its regular banking operations, M&T Bank may make loans to public companies. Thus, it may be possible, from time to time, for the Funds to hold or acquire the securities of issuers which are also lending clients of M&T Bank. The lending relationship will not be a factor in the selection of securities.
For its services under an advisory contract, the Advisor received an annual advisory fee from each Fund for the
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SUB-ADVISORS
fiscal year ended April 30, 2016 equal to a percentage of each Funds average daily net assets, and taking into account any applicable waivers or reimbursements, as follows:
FUND | Advisory Fee Paid | |||
Large-Cap Strategy Fund | 0.11 | % | ||
Multi-Manager International Fund | 0.74 | % | ||
Multi-Manager Alternatives Fund | 1.58 | % | ||
Multi-Manager Real Asset Fund | 0.73 | % | ||
Strategic Allocation Conservative Fund | 0.00 | % | ||
Strategic Allocation Moderate Fund | 0.00 | % | ||
Strategic Allocation Aggressive Fund | 0.00 | % | ||
Intermediate-Term Bond Fund | 0.31 | % | ||
Broad Market Bond Fund | 0.40 | % | ||
Short-Term Bond Fund | 0.27 | % | ||
Municipal Bond Fund | 0.35 | % | ||
New York Municipal Bond Fund | 0.32 | % | ||
U.S. Government Money Market Fund | 0.10 | % | ||
U.S. Treasury Money Market Fund | 0.06 | % |
The Advisor may voluntarily waive a portion of its fee or reimburse a Fund for certain operating expenses.
A discussion of the Boards review of the Funds investment advisory contracts will be available in the Funds Semi-Annual Shareholder reports for the period ended October 31, 2016.
M&T Securities, Inc., an affiliate of WFMC, and its affiliates also may receive up to 0.25% of average daily net assets of the Funds Class A Shares, Class I Shares, Service Shares and Administrative Shares for shareholder services under the Shareholder Services Plan described in Shareholder Services Plans. In addition, they may receive up to 0.25% of the Funds average daily net assets of the Class A Shares, Service Shares and Administrative Shares for the distribution services provided to the Funds under the Rule 12b-1 Plan described in Rule 12b-1 Plans.
In addition to the investment management services provided by WFMC, WFMC in its role as co-administrator, provides the Funds with certain administrative personnel and services necessary to operate the Funds and is entitled to receive a maximum fee of 0.040% of the Funds average daily net assets for such administrative personnel and services.
Sub-Advisors
Subject to oversight by the Board, the Advisor is responsible for overseeing the sub-advisors and recommending their hiring, termination and replacement. Pursuant to an exemptive order from the SEC, the Advisor (subject to the approval of the Board) may, with respect to any of the Funds, select and replace sub-advisors, which are unaffiliated with the Advisor, and amend Sub-Advisory
agreements without obtaining shareholder approval, provided that certain conditions are met. The Advisor, and each applicable Fund, has entered into Sub-Advisory agreements with the sub-advisors listed below to manage the Fund indicated, subject to supervision of the Advisor and the Board, and in accordance with the investment goals and restrictions of the respective Funds. For their services, each sub-advisor (other than WTIA) is entitled to receive a fee based upon a percentage of their respective Funds average daily net assets, which will be paid by the Fund and not by the Advisor. WTIA is compensated from the advisory fee received by the Advisor.
The rate of the overall fee payable to the multiple sub-advisors of a sub-advised Fund may vary depending on the amount of assets that are allocated to the different sub-advisors of the sub-advised Fund due to the differences in their fees. The rate of the overall fee payable may also vary, from time to time, due to increases or decreases in the market value of the portions of the Funds portfolio managed by particular sub-advisors. These variations may occur even though there has been no change in the contractual arrangements between the Fund and any sub-advisor.
Wilmington Trust Investment Advisors, Inc. (WTIA) provides certain investment services, information, advice, assistance and facilities and performs research, statistical and investment services pursuant to a sub-advisory agreement among the Trust, WFMC and WTIA. WTIA is an affiliate of WFMC and is located at 111 S. Calvert Street 26th Floor, Baltimore, MD 21202. As of June 30, 2016, WTIA had assets under management of approximately $ billion.
CBRE Clarion Securities LLC (CBRE Clarion) sub-advises a portion of the Multi-Manager Real Asset Fund. CBRE Clarion is a registered investment advisor under the Advisers Act, with its principal executive office located at 201 King of Prussia Road, Suite 600, Radnor, PA 19087. As of June 30, 2016, CBRE Clarion had assets under management of approximately $20.7 billion.
Pacific Investment Management Company LLC (PIMCO) sub-advises a portion of the Multi-Manager Real Asset Fund. PIMCO is a registered investment advisor under the Advisers Act with its principal executive office located at 650 Newport Center Drive, Newport Beach, CA 92660. As of June 30, 2016, PIMCO had assets under management of approximately $1.51 trillion. PIMCO makes decisions with respect to and places orders for purchases and sales of portfolio securities, and maintains the records relating to such purchases and sales.
Analytic Investors, LLC (Analytic) sub-advises a portion of the Multi-Manager Alternatives Fund. Analytic, located at 555 West Fifth Street, 50 th Floor, Los Angeles, California 90013, is a registered investment advisor. As of June 30, 2016, Analytic had assets under management of approximately $14.7 billion.
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SUB-ADVISORS
Highland Capital Healthcare Advisors, L.P. (HCHA) sub-advises a portion of the Multi-Manager Alternatives Fund. HCHA, located at 300 Crescent Court, Suite 700, Dallas, Texas 75201, is a registered investment advisor. As of June 30, 2016, HCHA had assets under management of approximately $24 million.
Highland Capital Management Fund Advisors, L.P. (HCMFA) sub-advises a portion of the Multi-Manager Alternatives Fund. HCMFA, located at 200 Crescent Court, Suite 700, Dallas, Texas 75201, is a registered investment advisor. As of June 30, 2016, HCMFA had assets under management of approximately $4 billion.
Parametric Risk Advisors LLC (PRA) sub-advises a portion of the Multi-Manager Alternatives Fund. PRA, located at 518 Riverside Avenue, Westport, CT 06880, is a registered investment advisor. As of June 30, 2016, PRA had assets under management of approximately $4.9 billion.
P/E Global LLC (PE Global) sub-advises a portion of the Multi-Manager Alternatives Fund. PE Global, located at 75 State Street, 31st Floor, Boston, MA 02109, is a registered investment advisor. As of June 30, 2016, PE Global had assets under management of approximately $4.7 billion.
Shelton Capital Management (Shelton) sub-advises a portion of the Multi-Manager Alternatives Fund. Shelton, located at 1050 17th Street, Suite 1710, Denver, CO 80265, is a registered investment advisor. As of June 30, 2016, Shelton had assets under management of approximately $ million.
LSV Asset Management (LSV) sub-advises a portion of the Multi-Manager International Fund. LSV is an active quantitative value equity money manager and is located at 155 North Wacker Drive, Suite 4600, Chicago, IL 60606. As of June 30, 2016, LSV oversaw approximately $88 billion of client assets in equity portfolios for a variety of institutional investors including retirement plans, endowments, foundations, corporations and mutual fund sponsors. LSVs team of portfolio managers, who are supported by a team of quantitative analysts, manages the value equity portion of International Equity Fund. The role of the portfolio management team includes making buy, sell and hold decisions, quantitative modeling, research, portfolio risk management and programming. The team conducts ongoing research relating to management of the value equity portion of the Fund.
Dimensional Fund Advisors LP (Dimensional) sub-advises a portion of the Multi-Manager International Fund. Dimensional is a registered investment advisor with its principal executive office located at 6300 Bee Cave Road, Building One, Austin, TX, 78746. As of June 30, 2016, Dimensional had global assets under management of approximately $414 billion.
Northern Cross LLC. (Northern Cross) sub-advises a portion of the Multi-Manager International Fund. Northern Cross, located at 125 Summer Street, Boston, MA 02110, is
a registered investment advisor. As of June 30, 2016, Northern Cross had assets under management of approximately $41 billion.
Parametric Portfolio Associates LLC (Parametric) sub-advises a portion of the Multi-Manager International Fund and a portion of the Multi-Manager Real Asset Fund. Parametric is a registered investment advisor with its principal executive office located at 1918 Eighth Avenue, Suite 3100, Seattle, WA 98101. As of June 30, 2016, Parametric had assets under management of approximately $165.7 billion.
J O Hambro Capital Management Limited (JOHCM) sub-advises a portion of the Multi-Manager International Fund. JOHCM, located at Ground Floor, Ryder Court, 14 Ryder Street, London, England SW1Y 6QB, is a registered investment advisor. As of June 30, 2016, JOHCM had assets under management of approximately $29 billion.
Oberweis Asset Management, Inc. (Oberweis) sub-advises a portion of the Multi-Manager International Fund. Oberweis, located at 3333 Warrenville Road, Suite 500, Lisle, IL 60532, is a registered investment advisor. As of June 30, 2016, Oberweis had assets under management of approximately $2.8 billion.
Portfolio Manager Responsibilities
The following is information about how Funds with multiple Portfolio Managers allocate responsibilities for day-to-day management.
Large-Cap Strategy Fund Matthew D. Glaser, Andrew H. Hopkins, CFA, CPA, and Karen Purzitsky, CFA, manage the Large-Cap Strategy Fund. They make purchase and sale decisions to mirror the investment advisors direction on sector weightings or other tilts within the Fund.
Multi-Manager International Fund Matthew D. Glaser and Clement K. Miller, CFA, allocate the assets of the International Fund among the sub-advisors. Joseph H. Chi, CFA, Jed S. Fogdall, Henry F. Gray, Mary Phillips, CFA, and Bhanu Singh are responsible for the day-to-day management of any portion of the Fund allocated to Dimensional. Christopher Lees, CFA, and Nudgem Richyal, CFA, are responsible for the day-to-day management of any portion of the Fund allocated to JOHCM. Puneet Mansharamani, CFA, Josef Lakonishok, Menno Vermeulen, CFA, Guy Lakonishok, CFA, and Greg Sleight are responsible for the day-to-day management of any portion of the Fund allocated to LSV. Howard Appleby, CFA, Jean-Francois Ducrest and James LaTorre, CFA, are responsible for the day-to-day management of any portion of the Fund allocated to Northern Cross. Ralf Scherschmidt is responsible for the day-to-day management of any portion of the Fund allocated to Oberweis. Paul Bouchey, Thomas C. Seto and Timothy Atwill are responsible for the day-to-day management of any portion of the Fund allocated to Parametric. They decide on capitalization weightings, purchases and sales, and sector and capitalization weightings for the
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SUB-ADVISORS
portion of the International Fund that they manage. Each sub-advisor is responsible for research coverage which is assigned by global industry sectors, recommending stocks and recommending subsequent buy and sell decisions.
Multi-Manager Alternatives Fund Joshua A. Savadove, CFA, CAIA, and Jordan Strauss, CFA, of WTIA are responsible for the day-to-day-management of the Multi-Manager Alternatives Fund. Dennis Bein, CFA, Harindra de Silva, Ph.D, CFA, and David Krider, CFA, are responsible for the day-to-day management of any portion of the Fund allocated to Analytic. Michael Gregory is responsible for the day-to-day management of any portion of the Fund allocated to HCHA. Jonathan Lamensdorf, CFA, is responsible for the day-to-day management of any portion of the Fund allocated to HCMFA. Ken Everding and Jonathan Orseck are responsible for the day-to-day management of any portion of the Fund allocated to Parametric RA. Warren S. Naphtal is responsible for the day-to-day management of any portion of the Fund allocated to PE Global. Howard M. Needle and David J. Harris are responsible for the day-to-day management of any portion of the Fund allocated to Shelton.
Multi-Manager Real Asset Fund Joshua A. Savadove, CFA, CAIA and Jordan Strauss, CFA are responsible for the day-to-day management of the Real Asset Fund, including the portion allocated to the enhanced cash strategy. T. Ritson Ferguson, Steven D. Burton and Joseph P. Smith oversee the day-to-day management of the portion of the Real Asset Fund allocated to CBRE Clarion. Mihir P. Worah is a portfolio manager of the portion of the Real Asset Fund allocated to PIMCO and he is primarily responsible for the day-to-management of the PIMCO-managed portion. Paul Bouchey, Thomas C. Seto and Timothy Atwill oversee the day-to-day management of the portion of the Real Asset Fund allocated to Parametric.
Strategic Allocation Moderate Fund, Strategic Allocation Aggressive Fund and Strategic Allocation Conservative Fund (Strategic Funds) Mark J. Stevenson, CFA, Joshua A. Savadove, CFA, CAIA and Allen E. Choinski, CFA, co-manage the Strategic Funds. Under normal circumstances, Mr. Stevenson, Mr. Savadove or Mr. Choinski initially recommends changes to the allocation among the selection of the Underlying Funds. The co-managers who did not initiate the allocation recommendation then contribute input and analysis and the portfolio managers jointly decide the investment approach to be implemented.
Intermediate-Term Bond Fund Dominick J. DEramo, CFA, Randy H. Vogel, CFA, James M. Hannan and Wilmer C. Stith, III, CFA, jointly manage the Intermediate-Term Bond Fund. They agree on purchases and sales, and jointly decide on sector and duration management strategies.
Broad Market Bond Fund James M. Hannan, Wilmer C. Stith, III, CFA, Dominick J. DEramo, CFA, and Randy H. Vogel, CFA, jointly manage the Broad Market Bond Fund. They agree on purchases and sales, and jointly decide on sector and duration management strategies.
Short-Term Bond Fund Wilmer C. Stith, III, CFA and James M. Hannan jointly manage the Short-Term Bond Fund. They agree on purchases and sales, and jointly decide on sector and duration management strategies.
Municipal Bond Fund Robert F. Collins, CFA, Stephen P. Winterstein, Rebecca J. Rogers and John J. Malloy, Jr. jointly manage the Municipal Bond Fund. They agree on purchases and sales, and jointly decide on sector and duration management strategies.
New York Municipal Bond Fund Robert F. Collins, CFA, Stephen P. Winterstein, Rebecca J. Rogers and John J. Malloy, Jr. jointly manage the New York Municipal Bond Fund. They agree on purchases and sales, and jointly decide on sector and duration management strategies.
Portfolio Manager Biographies
Howard Appleby, CFA Principal
A British citizen, Howard has been in the investment business since 1982, when he began his career as an equity analyst specializing in basic materials and energy for W. Greenwell & Co. In 1985, he moved to the U.S. and started a 16-year sell-side career, advising U.S. portfolio managers on non-U.S. equities in various research, sales, and management roles. Howard went on to have an 8-year tenure at ABN AMRO and in 2002 became part of the Northern Cross group as an analyst. In 2003, he became a founding partner and portfolio manager for Northern Cross, LLC. He is a graduate of the University of Exeter, Exeter, England and is a CFA charterholder.
Timothy Atwill, Ph.D., CFA, Timothy joined Parametric in 2010 and currently leads the Investment Strategy team at Parametric. He has investment responsibilities for Parametrics emerging markets equity, equity income and commodity strategies. He joined Parametric from Russell Investments where he worked in manager research, trading, and derivatives. Prior to Russell, he was portfolio manager at Safeco Insurance Company. He earned a Ph.D. in Mathematics from Dartmouth College, as well as a B.A. in Mathematics from Reed College
Dennis Bein, CFA , Dennis Bein is Chief Investment Officer and Portfolio Manager of Analytic. Mr. Bein oversees the implementation of the firms investment strategies and is a major contributor to the firms ongoing research efforts as well as new product development and strategy applications. Mr. Bein focuses on day-to-day portfolio management and research related to equity-based investment strategies. Prior to joining Analytic in 1995, Mr. Bein was a Senior Consultant for Analysis Group, Inc., where he provided investment consulting services for institutional investors and plan sponsors. He advised pension fund managers on topics such as investment objective definition, asset allocation analysis, manager selection and manager performance evaluation. Mr. Bein received his BA in Business Administration and his MBA in Finance from the University of California, Riverside.
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Paul Bouchey , CFA, is Chief Investment Officer at Parametrics Seattle Investment Center. Mr. Bouchey has been with Parametric since 2006 and, as Managing Director-Research, has been responsible for setting the overall research agenda and new product development. Prior to joining Parametric, Mr. Bouchey was a quantitative analyst at Russell Investment Group. He graduated with a B.A. in mathematics and physics from Whitman College and earned an M.S. in Computational Finance and Risk Management from the University of Washington.
Steven D. Burton, Mr. Burton is Co-Chief Investment Officer, a member of the CBRE Clarion Global Investment Policy Committee, and a Senior Global Portfolio Manager. Mr. Burton leads the European real estate securities research team. Mr. Burton joined CBRE Clarion Securities predecessor firm in 1995. Mr. Burton has 32 years of investment experience.
Joseph H. Chi, CFA, is co-head of Dimensionals portfolio management group, a Senior Portfolio Manager and a Vice President of Dimensional, and chairman of its Investment Committee. Mr. Chi has an MBA and BS from the University of California, Los Angeles and also a JD from the University of Southern California. Mr. Chi joined Dimensional as a Portfolio Manager in 2005 and since 2010 has been responsible for the international portfolios managed by Dimensional.
Allen E. Choinski, CFA, is a Vice President and Portfolio Manager/Research Analyst of WTIA and is responsible for quantitative equity research and portfolio management. Mr. Choinski also develops targeted quantitative models. Prior to joining Wilmington Trust in 2007, Mr. Choinski researched and implemented quantitative equity investment strategies at Alpha Equity Management, LLC. Mr. Choinski began his career at Smith Barney as a financial advisor, and later worked for five years at INGs Aeltus Investment Management in fundamental and quantitative research.
Robert F. Collins, CFA, Director of Municipal Fixed Income, leads the team responsible for municipal fixed income investing as part of WTIAs Fixed Income Group. In this role he oversees credit analysis on municipal fixed income securities and portfolio management of tax-exempt municipal fixed income portfolios for Wilmington Trusts high-net-worth clients. In addition, Rob is the portfolio manager for the Wilmington Municipal Bond Fund, Wilmington NY Municipal Bond Fund, and the Wilmington Municipal Bond Common Fund. Rob first worked at Wilmington Trust from 1982 to 1999, during which time he held several positions of increasing responsibility. He began as a credit analyst and bond trader and progressed to become a tax-exempt fixed income portfolio manager and leader of the tax-exempt fixed income group. Rob also managed cash portfolios and assisted with the expansion of Wealth Advisory Services to support clients in California, Florida, and New York. Rob then worked for five years as a senior vice president at PNC Financial Corp., in Philadelphia, where he started and co-managed the investment
group dedicated to managing municipal bond portfolios for high-net-worth clients. He was also a senior vice president at Delaware Investments in Philadelphia for five years. There, he was a senior portfolio manager of tax-exempt municipal bonds in mutual funds and institutional accounts with approximately $4 billion in assets under management. These portfolios included national and state-specific mandates, intermediate- and long-term funds, and high-yield funds. Rob holds a bachelors degree in Economics from Ursinus College in Collegeville, Pennsylvania.
Dominick J. DEramo, CFA, is a Group Vice President and Chief Fixed Income Officer at WTIA. He is a member of the investment team primarily responsible for the day-to-day management of the Intermediate-Term Bond and Broad Market Bond Funds. Mr. DEramo has been affiliated with Wilmington Trust Corporation since 1986 and with WFMC since 1987 as a Fixed Income Trader. He was promoted to a Portfolio Manager in 1990. In 2007, he became Director of Institutional Fixed Income, responsible for all institutional fixed income products.
Harindra (Harin) de Silva, Ph.D., CFA. Harin de Silva is President and Portfolio Manager of Analytic. Dr. de Silva is responsible for the firms strategic direction and the ongoing development of its investment processes. Dr. de Silva focuses on ongoing research efforts. Dr. de Silva has authored several articles and studies on finance-related topics including stock market anomalies, market volatility and asset valuation. He, along with his colleagues Roger Clarke and Stephen Thorley, was recognized with the prestigious Graham and Dodd Award of Excellence for research published in the Financial Analysts Journal in 2002 and 2005. Prior to joining Analytic, Dr. de Silva was a Principal at Analysis Group, Inc., where he was responsible for providing economic research services to institutional investors, including investment managers, large pension funds, and endowments. Dr. de Silva received his B.S. in Mechanical Engineering from the University of Manchester Institute of Science and Technology, his M.S. in Econometrics and MBA in Finance from the University of Rochester, and his Ph.D. in Finance from the University of California, Irvine.
Jean-François Ducrest Principal
A French citizen, Jean-Francois has been engaged in the business of international equities since 1988. He started his career on the sell side as an equity analyst at Paris-based European broker Cheuvreux, covering multiple sectors during his tenure there, including industrials, consumer goods, and utilities. From 1995 to 2001, he was a Senior Vice President and Principal of Cheuvreux U.S. operations, serving institutions investing in European equities. In 2002, Jean-Francois became part of the Northern Cross group as an analyst. In 2003, he became a founding partner and portfolio manager for Northern Cross, LLC. He is a graduate of the Institut dEtudes Politiques de Paris, France and a Trustee of the French Cultural Center of Boston and the US based Sciences-Po Foundation.
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Ken Everding, Managing Director and Portfolio Manager, joined Parametric Risk Advisors LLC (PRA) in 2005. Prior to PRA, Mr. Everding was a Managing Director at Zurich Capital Markets and BNP Paribas following Zurichs acquisition. At Zurich Mr. Everdings team was the pioneer in creating structured hedge fund products. Prior to Zurich, Mr. Everding was a founding member of Donaldson, Lufkin & Jenrettes (DLJ) credit derivative group and subsequently moved to London to form and run DLJs European credit derivatives business and was responsible for its trading, structuring, and marketing efforts. Mr. Everding earned a Ph.D. in Theoretical Particle Physics from Yale University. The title of his Ph.D. thesis is Aspects of Non-Perturbative Quantum Electrodynamics, excerpts of which have been published in leading academic journals. Mr. Everding also earned a B.S. with honors in Physics from Iowa State University.
T. Ritson Ferguson, Mr. Ferguson is one of the three founding members of CBRE Clarion. Mr. Ferguson is the Chief Executive Officer and Global Chief Investment Officer of CBRE Clarion. Mr. Ferguson is also the Chief Executive Officer and Global Chief Investment Officer for CBRE Global Investors, and he chairs the CBRE Global Investors Executive Committee and Global Investment Committee. In these roles, he is responsible for overseeing the investment programs of CBRE Global Investors, as well as CBRE Clarion. In addition to being the Global Chief Investment Officer, Mr. Ferguson is also a Senior Global Portfolio Manager of CBRE Clarion and he participates on the CBRE Clarion Global Investment Policy Committee. Mr. Ferguson is responsible for the oversight of the firms investment strategies in real estate and infrastructure securities. Mr. Ferguson has 30 years of investment experience.
Jed S. Fogdall is co-head of Dimensionals portfolio management group, a Senior Portfolio Manager and a Vice President of Dimensional, and a member of its Investment Committee. Mr. Fogdall has an MBA from the University of California, Los Angeles and a BS from Purdue University. Mr. Fogdall joined Dimensional as a Portfolio Manager in 2004 and since 2010 has been responsible for the international portfolios managed by Dimensional.
Matthew D. Glaser is Group Vice President and Head of Equity and Non-Traditional Investments at WTIA. Mr. Glaser joined WTIA in 2016 and has more than twenty years of experience in the equity and institutional investments industry. Previously, Mr. Glaser served as Managing Director and Portfolio Manager at Lazard Asset Management from 2014 to 2016 and Chief of Investment Strategies and Executive Managing Director at Turner Investments from 2007 to 2013, where he was a member of the Executive Management Group, Enterprise Risk Committee and had oversight responsibility for the Turner Spectrum Fund. Mr. Glaser holds a masters degree in in Finance from Columbia University and a bachelors degree in History from Wesleyan University.
Henry F. Gray is Head of Global Equity Trading and a Vice President of Dimensional and a member of its Investment Committee. Mr. Gray received his MBA from the University of Chicago in 1995 and his AB from Princeton University in 1989. Mr. Gray joined Dimensional in 1995, was a Portfolio Manager from 1995 to 2005, has been Head of Global Equity Trading since 2006, and since 2012 responsible for the international portfolios managed by Dimensional.
Michael Gregory is a CIO and Global Head of Highland Alternative Investors at Highland in addition to Managing Director and Head of Healthcare Credit and Healthcare Long/Short Equity investment strategies. He is also a portfolio manager of Highland Small-Cap Equity Fund, Highland Long/Short Healthcare Fund, Highland Premier Growth Equity Fund and NexPoint Capital, Inc. and has served in that capacity since July 1, 2015, May 6, 2010, January 31, 2016 and September 2, 2014, respectively. Mr. Gregory also worked as a Partner at Sands Point Capital Management LLC, managing a dedicated healthcare equity hedge fund. Mr. Gregory holds an MBA from the Yale School of Management, having completed a highly specialized joint program in healthcare within the Yale Schools of Medicine, Management and Public Policy. Mr. Gregory holds a BS in Economics from the University of Pennsylvania, Wharton School of Business. He is a Fellow of the Royal Society of Medicine, lecturer at Yale University, and frequent guest on CNBC, Fox Business and Morningstar.
James M. Hannan is an Administrative Vice President and has been a Portfolio Manager of WTIA since 1996 and a Vice President of M&T Bank since April 2003. Mr. Hannan was a Money Market trader at AllFirst Bank from 1987 to 1992 and a Portfolio Manager from 1992 until its acquisition by M&T Bank in April 2003. In addition to his portfolio management duties, Mr. Hannan is also responsible for several separately managed institutional portfolios. He has more than 25 years of experience in the investment industry. Mr. Hannan earned his B.S. from the University of Maryland and his M.B.A. from George Washington University.
David J. Harris , Portfolio Manager and Partner, began working at Shelton in 2016. Prior to joining Shelton, Mr. Harris worked at Acuity Capital Management, LLC, predecessor to Shelton, for nine years. Prior to joining Acuity, Mr. Harris worked at Banc of America Securities, NatWest Securities, Bankers Trust and Salomon Brothers.
Andrew H. Hopkins, CFA, CPA , is an Administrative Vice President at WTIA. Mr. Hopkins is the Director of Equity Research and is responsible for Wilmington Trusts equity investment management program, which includes both large-cap and small-cap equity strategies. Mr. Hopkins manages a team of professionals responsible for equity research and portfolio management and quantitatively managed equity strategies, including passive and active strategies which utilize a risk model and optimization process to control risk. He is also a member of the fundamental portfolio management team for the Disciplined Core,
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Dividend Growth Strategy and Enhanced Dividend Income Strategy. Mr. Hopkins joined WTIA in 1997 as a Securities Analyst covering the information technology sector.
David Krider, CFA. David Krider is a Portfolio Manager of Analytic and is responsible for the ongoing research and development of global equity-based investment strategies as well as the day-to-day trading of global portfolios. Prior to joining the firm in 2005, Mr. Krider was founder and Chief Technology Officer of Visualize, Inc., a firm that specializes in financial visualization and analytic software. He was a Research Associate at First Quadrant before leaving to start his own firm. Mr. Krider received his BS in Economics and Computer Science from the California Institute of Technology.
Josef Lakonishok has served as Chief Executive Officer, Chief Investment Officer, Partner and Portfolio Manager for LSV since its founding in 1994. He has more than 37 years of investment research experience.
Guy Lakonishok, CFA, serves as portfolio manager for LSVs portion of the funds assets, which he has managed since July 2014. Mr. Lakonishok has served as a Quantitative Analyst of LSV since 2009, a partner since 2013 and portfolio manager since 2014. He has more than 16 years of investment experience.
Jonathan Lamensdorf, CFA, is a portfolio manager for HCMFAs dedicated equity funds and a Managing Director at HCMFA. He has over 20 years of investing experience. Prior to joining HCMFA in 2008, Mr. Lamensdorf most recently spent four years as a Senior Equity Analyst at Walker Smith Capital, a long/short equity hedge fund that managed over $1 billion in assets. Prior to that, Mr. Lamensdorf worked for five years as a Senior Equity Analyst at other hedge funds that had assets under management ranging from $200 million to $750 million. He holds an MBA in Finance from the University of Chicago and a BBA in Finance from the University of Texas. Mr. Lamensdorf has earned the right to use the Chartered Financial Analyst designation.
James LaTorre, CFA Principal
Jim began his career within the Investment Banking area of Merrill Lynch in New York. In 1989, he became VP of Investments and Portfolio Manager with the Ivy Funds. Jim joined the Northern Cross team in 1992, initially as Director of Research, and subsequently as a Portfolio Manager in the mid 1990s. Jim received his BA in Economics from Fairfield University and his MS in Finance from Boston College. At Boston College, Jim was recipient of the Dean and Faculty Award given to the highest ranking student. He is also a recipient of the Distinguished Alumni Achievement Award from the Carroll School of Management at Boston College. Jim is a Trustee of the Dana-Farber Cancer Institute and a member of the Presidential Advisory Council at the Berklee College of Music. Jim enjoys a number of additional interests including guitar, hiking, mountaineering, and skiing.
Christopher Lees, CFA , Senior Fund Manager of Global and International Strategies of JOHCM, joined JOHCM in
2008. Prior to joining JOHCM, he spent more than 20 years at Baring Asset Management. Mr. Lees earned a BSc (Hons) in Geography from the University of London.
John J. Malloy, Jr., Vice President and Senior Municipal Bond Portfolio Manager, is responsible for managing tax exempt assets including a common trust fund, mutual funds, and separately managed accounts. He uses key rate duration to provide the clients portfolio with the interest rate exposure of the proper benchmark index. He also conducts continual yield curve and volatility analyses in order to maximize total return and minimize risk across his municipal fixed income portfolios. John joined Wilmington Trust in 2006, specializing in municipal bond trading and portfolio management. Earlier in his career, he was a senior fixed income trader at The Vanguard Group. He holds an MBA in Finance from Saint Josephs University and a bachelors degree in Business Administration from Arcadia University.
Puneet Mansharamani, CFA , has served as a Partner and Portfolio Manager of LSV since January 2006 and a Senior Quantitative Analyst for LSV since 2000. He has more than 15 years of investment experience. Mr. Mansharamani is a CFA Charterholder.
Clement K. Miller, CFA, is an Administrative Vice President with the Advisory Services Consulting Group of WTIA. He is a member the WTIA Investment Research Team, as well as of the Manager Strategies and Portfolio Strategies teams. Mr. Miller is a presenter in WTIAs monthly asset allocation call. He has responsibilities relating to international equities and fixed-income. Prior to joining WTIA in November 2008, Mr. Miller was a relationship manager the export finance team within M&T Banks International Trade Division Between 1987 and 2002, he was with the Export-Import Bank of the United States, where he served in several positions, including relationship manager, international economist, workout officer, and trade finance negotiator. Between 1983 and 1987, Mr. Miller was an economist with the emerging markets group of Wharton Econometric Forecasting Associates, now known as IHS Global Insight. Mr. Miller holds a B.S. in International Economics from Georgetown Universitys School of Foreign Service, an MBA in Finance from George Washington University. He holds the Chartered Financial Analyst designation and is a board member of the Baltimore CFA Society as well as a member of the CFA Institute.
Warren S. Naphtal, co-founder of P/E Investments, serves as Chief Investment officer of PE Global. Prior to joining PE Global, Mr. Naphtal was a Senior Vice President and Head of Derivatives Strategies at Putnam Investments. Mr. Naphtal holds a BS from University of California, Berkeley and a SM from Sloan School, Massachusetts Institute of Technology.
Howard Needle , Managing Director, began working at Shelton in 2016. Prior to joining Shelton, Mr. Needle worked at Acuity Capital Management, LLC, predecessor to Shelton,
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for nine years. Prior to joining Acuity, Mr. Needle worked at Greenwich Capital Markets, Banc of America Securities, NatWest Securities, Bankers Trust and Lehman Brothers.
Jonathan Orseck, Managing Director and Portfolio Manager, joined Parametric Risk Advisors LLC (PRA) in 2006. Prior to joining PRA, Mr. Orseck was a Managing Director at Bank of America Securities where he founded and managed the Equity Linked Solutions Group. He was responsible for the development, structuring, marketing and sales of equity and commodity index linked structured investments. Prior to Bank of America, Mr. Orseck was an Executive Director at Morgan Stanley, responsible for structuring and marketing structured notes to institutional clients. He also managed their high net worth, over-the-counter equity derivative business for the eastern half of North America for hedging and investment purposes. From 1993 to 1996, Mr. Orseck held similar roles at both Kidder, Peabody and Royal Bank of Canada. Mr. Orseck graduated with a B.S. in Computer Science from the University of Pennsylvania and a Masters in Business Administration from New York University Stern School of Business. responsible for the development, structuring, marketing and sales of equity and commodity index linked structured investments. Prior to Bank of America, Mr. Orseck was an Executive Director at Morgan Stanley, responsible for structuring and marketing structured notes to institutional clients. He also managed their high net worth, over-the-counter equity derivative business for the eastern half of North America for hedging and investment purposes. From 1993 to 1996, Mr. Orseck held similar roles at both Kidder, Peabody and Royal Bank of Canada. Mr. Orseck graduated with a B.S. in Computer Science from the University of Pennsylvania and a Masters in Business Administration from New York University Stern School of Business.
Mary Phillips, CFA, is a Senior Portfolio Manager at Dimensional. She has an MBA from the University of Chicago and a BA from the University of Puget Sound. Ms. Phillips joined Dimensional in 2012 and since 2014 has been a Portfolio Manager and responsible for the international portfolios managed by Dimensional.
Karen Purzitsky, CFA, is a quantitative analyst responsible for analysis and modeling for the WTIA equity strategies. Ms. Purzitsky has a B.A. in Mathematics and Economics from York University, Toronto, Canada and an M.B.A. in Finance and Accounting from the University of Rochester.
Nudgem Richyal, CFA , Senior Fund Manager of Global and International Strategies of JOHCM, joined JOHCM in 2008. Prior to joining JOHCM, he worked as an Investment Director at Baring Asset Management. Mr. Richyal earned a BSc (Hons) in Chemistry from the University of Manchester.
Rebecca J. Rogers, Vice President and Senior Portfolio Manager at WTIA, is responsible for managing collective funds and separately managed portfolios of tax-exempt
municipal bonds. Rebecca works with high-net-worth clients to develop customized investment portfolios based on their unique parameters for risk, return, and liquidity. After taking the time to listen to her clients objectives and to understand any tax, legal, and personal considerations, Rebecca then structures a well-diversified portfolio in keeping with her recommended asset allocation program. Rebecca continually monitors and rebalances her clients portfolios to meet their evolving needs and to take advantage of new investment opportunities. Rebecca joined Wilmington Trust in 2010 from PNC Capital Advisors, where she was Director of Portfolio Management and Trading. In that capacity, she was responsibile for managing over $6.5 billion in tax exempt assets including mutual funds, common trust funds, and separately managed accounts. She holds a B.A from Dickinson College.
Joshua A. Savadove, CFA, CAIA, is a Vice President and Portfolio Manager at WTIA. He directs model portfolio construction and is a member of the third-party manager due diligence team at Wilmington Trust Investment Advisors, the investment advisory arm of M&T Bank. He is a lead portfolio manager on the Wilmington Conservative, Moderate and Aggressive Asset Allocation Funds and co-manager the Wilmington Multi-Manager Alternatives Fund and Wilmington Multi-Manager Real Asset Fund. Mr. Savadove represents the Manager Strategies team with select institutional Endowment and Pension clients in our outsourced CIO business and is a member of the Banks Bank Owned Life Insurance (BOLI) portfolio committee. Prior to joining WTIA in June 2007, Mr. Savadove was a Senior Investment Analyst and Director of the outside money manager platform in the Mercantile Investment and Wealth Management Division. Prior to that, Mr. Savadove spent three years as the Director of Analytics at Asset Strategy Consultants, a firm that consults on over $6 billion in institutional, tax-exempt assets. Mr. Savadove holds a bachelors degree in Business and Economics from Randolph-Macon College and a Masters of Business Administration from Johns Hopkins Carey School of Business. He is a CFA and CAIA charterholder and a member of the Baltimore Security Analysts Society.
Ralf Scherschmidt , Principal and Portfolio Manager of Oberweis, joined Oberweis in 2006 and is head of the International Opportunities team. He earned an MBA from Harvard Business School and a BS, summa cum laude, in Finance, Accounting and Chinese from Georgetown University. Ralf is a native German speaker.
Thomas C. Seto is Head of Investment Management at Parametrics Seattle Investment Center. Prior to joining Parametric in 1998, Mr. Seto served as the Head of U.S. Equity Index Investments at Barclays Global Investors. He earned an MBA in Finance from the University of Chicagos Booth School of Business, and a B.S. in Electrical Engineering from the University of Washington.
Bhanu Singh is Head of Asia Pacific Portfolio Management and a Vice President of Dimensional. He has an MBA from
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the University of Chicago and a BA from the University of California, Los Angeles. Mr. Singh joined Dimensional in 2003, has been a Portfolio Manager since 2012, and has been Head of Asia Pacific Portfolio Management since 2015.
Greg Sleight serves as portfolio manager for LSVs portion of the funds assets, which he has managed since July 2014. Mr. Sleight has served as a Quantitative Analyst of LSV since 2006, a partner since 2012 and portfolio manager since 2014. He has more than 10 years of investment experience.
Joseph P. Smith, Mr. Smith is President and a Co-Chief Investment Officer of CBRE Clarion. He is a member of the CBRE Clarion Global Investment Policy Committee, a Senior Global Portfolio Manager, and he co-leads the U.S. real estate securities research team. Mr. Smith joined CBRE Clarion Securities predecessor firm in 1997. Mr. Smith has 26 years of investment experience.
Mark J. Stevenson, CFA , is a Vice President of WTIA. Prior to joining M&T in October 2000, Mr. Stevenson was with Keystone Financial, Inc. (Keystone) since 1990, where he managed retirement plan, personal trust and institutional assets for the clients of Keystone. He is a CFA Charter holder and is a member of the CFA Institute and CFA Society of Philadelphia. Mr. Stevenson graduated with a Bachelor of Arts in Prelaw from the Pennsylvania State University and a Master of Arts in International Economics and U.S. Foreign Policy from American University, Washington, D.C.
Wilmer C. Stith III, CFA , has been a Vice President and Portfolio Manager of WTIA since 1996. In addition to his portfolio management duties, he manages fixed income separate accounts and is responsible for analyzing and trading various fixed income securities. Mr. Stith has more than 20 years of experience in the investment industry. He is a CFA Charterholder. Mr. Stith earned his B.A. from Kenyon College and his M.B.A. from Loyola College in Maryland.
Jordan Strauss, CFA, is a Vice President at WTIA. Mr. Strauss conducts third-party manager due diligence of alternative investment strategies including hedge funds, private equity, and private real estate, and co-manages the Wilmington Multi-Manager Alternatives Fund and Wilmington Multi-Manager Real Asset Fund. Mr. Strauss has nearly a decade of investment industry experience, with an extensive background in researching hedge funds and conducting due diligence on alternative investment strategies. Mr. Strauss holds a masters degree in Engineering from Columbia University and a bachelors degree in Mathematics from the University of Vermont.
Menno Vermeulen, CFA, has served as a Portfolio Manager and Senior Quantitative Analyst of LSV since 1995 and a Partner since 1998. He has more than 22 years of investment experience. Prior to joining LSV, Mr. Vermeulen served as a
portfolio manager for ABP Investments. He is a CFA Charterholder.
Randy H. Vogel, CFA, is an Administrative Vice President, Senior Credit Analyst and Portfolio Manager for WTIA. He is responsible for credit analysis for all investment grade and high yield issuers. He is also responsible for assisting in the management of the corporate segments of the Total Return Taxable Fixed Income Strategies. Mr. Vogel joined Wilmington Trust in 2008. From 2006 to 2008, Mr. Vogel was employed by PNC Capital Advisors as a Senior Credit Analyst covering the banking, brokerage, utility and telecommunication industries. From 2003 to 2006, Mr. Vogel was employed by Wilmington Trust as a Senior Securities Analyst.
Stephen P. Winterstein, Managing Director and Chief Municipal Fixed Income Strategist, is responsible for collaborating with senior staff to establish the municipal bond portfolio management and research processes. He also sets strategy for the firms institutional and individual clients. Most recently he was managing director of municipal fixed income with PNC Capital Advisors, LLC in Philadelphia for more than 12 years, where he established and led a team of 15 municipal fixed income professionals dedicated to municipal bond management for high-net-worth individuals and institutional clients. He earned his B.A in Economics from Millersville University, and his MBA from Lehigh University.
Mihir P. Worah, is CIO Asset Allocation and Real Return and a managing director in the Newport Beach office. He is a member of the Investment Committee and the Executive Committee, and oversees portfolio management for the U.S. He is a generalist portfolio manager who manages a variety of fixed income, commodity and multi-asset portfolios. Prior to joining PIMCO in 2001, he was a postdoctoral research associate at the University of California, Berkeley, and the Stanford Linear Accelerator Center, where he built models to explain the difference between matter and anti-matter. In 2012 he co-authored Intelligent Commodity Indexing, published by McGraw-Hill. He has 15 years of investment experience and holds a Ph.D. in theoretical physics from the University of Chicago.
The Funds SAI provides additional information about the portfolio managers investments in the Funds, a description of the compensation structure and information regarding other accounts managed.
How Are Shares Priced?
The Trust offers six classes of Shares: Class A Shares, Class I shares, Service Class Shares, Administrative Class Shares, Select Class Shares and Institutional Class Shares. All Share classes have different sales charges and other expenses, which affect their performance. Each Share class represents interests in a single portfolio of securities.
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HOW ARE SHARES PRICED?
The net asset value (NAV) of Shares of the Funds (except for the Money Market Funds) fluctuates and is generally based upon the market value of portfolio securities and other assets of the Fund. The NAV is determined at the end of regular trading of the New York Stock Exchange (NYSE), which is generally 4:00 p.m. (Eastern time) but may vary due to market circumstances or other reasons (NYSE Close) on each day the NYSE is open. Equity securities are generally valued according to the last sale price in the market in which they are primarily traded (either a national securities exchange or the over-the-counter (OTC) market). Fixed income securities are generally valued according to the mean between bid and asked prices as furnished by an independent pricing service, except that fixed income securities with remaining maturities of less than 60 days at time of purchase may be valued at amortized cost. Options are generally valued at 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 generally 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. Investments in other open-end registered investment companies are valued at net asset value.
Each Money Market Fund attempts to stabilize the NAV of its Shares at $1.00 by valuing its portfolio securities using the amortized cost method. In all cases, the Funds Board may determine in good faith that another method of valuing investments is necessary to appraise their fair market value. The Money Market Funds cannot guarantee that their NAV will always remain at $1.00 per Share. The NAV is determined at the end of regular trading of the NYSE, which is generally 4:00 p.m. (Eastern time) but may vary due to market circumstances or other reasons (NYSE close) on each day the NYSE is open. In addition, the Money Market Funds reserve the right to allow the purchase, redemption, and exchange of Shares on any other day on which regular trading in money market instruments is taking place. On any day that the bond markets close early, such as days in advance of holidays or in the event of any emergency, the Money Market Funds reserve the right to advance the time NAV is determined and by which purchase, redemption, and exchange orders must be received on that day, to the time of such closing.
Trading in foreign securities may be completed at times which vary from the NYSE Close. In computing its NAV, a Fund values foreign securities at the latest closing price on the exchange on which they are traded immediately prior to the NYSE Close. Certain foreign currency exchange rates may also be determined at the latest rate prior to the NYSE Close. Foreign securities quoted in foreign currencies are translated into U.S. dollars at the foreign exchange rate in effect at 4:00 p.m., Eastern time, on the day the value of the foreign security is determined. Occasionally, events that affect these values and exchange rates may occur between the times at which they are determined and the NYSE Close. If such events materially affect the value of portfolio secu-
rities, these securities may be valued at their fair value determined in good faith by the Funds Board, although the actual calculation may be done by others. If a Fund owns foreign securities that trade in foreign markets on days the NYSE is closed, or if the NYSE closes earlier than 4:00 p.m. Eastern time, the value of these securities, and therefore the Funds assets, may change on days or at times you cannot purchase, redeem or exchange Shares of such Fund. In all cases, the Funds Board may determine in good faith that another method of valuing investments is necessary to appraise their fair market value.
A Fund may use the fair value of a security to calculate its NAV when, for example, (1) a portfolio security is not traded in a public market or the principal market in which the security trades is closed, (2) trading in a portfolio security is suspended and not resumed prior to the normal market close, (3) a portfolio security is not traded in significant volume for a substantial period, or (4) the Funds Advisor determines that the quotation or price for a portfolio security provided by a dealer or independent pricing service is inaccurate.
Fair valuation procedures are also used when a significant event affecting the value of a portfolio security is determined to have occurred between the time when the price of the portfolio security is determined and the close of trading on the NYSE, which is when the Funds NAV is computed. An event is considered significant if there is both an affirmative expectation that the securitys value will change in response to the event and a reasonable basis for quantifying the resulting change in value. Significant events include significant general securities market movements occurring between the time when the price of the portfolio security is determined and the close of trading on the NYSE. For domestic fixed income securities, such events may occur where the cut-off time for the market information used by the independent pricing service is earlier than the end of regular trading on the NYSE. For securities normally priced at their last sale price in a foreign market, such events can occur between the close of trading in the foreign market and the close of trading on the NYSE. In such cases, use of fair valuation can reduce an investors ability to seek to profit by estimating the Funds NAV in advance of the time when the NAV is calculated.
In some cases, events affecting the issuer of a portfolio security may be considered significant events. Examples of potentially significant events include announcements concerning earnings, acquisitions, new products, management changes, litigation developments, a strike or natural disaster affecting the companys operations or regulatory changes or market developments affecting the issuers industry occurring between the time when the price of the portfolio security is determined and the close of trading on the NYSE. For securities of foreign issuers, such events could also include political or other developments affecting the economy or markets in which the issuer conducts its operations or its securities are traded.
The Funds Board has authorized the use of an independent fair valuation service to monitor changes in a designated
PROSPECTUS / August 31, 2016 | 93 |
HOW ARE SHARES PRICED?
U.S. market index after foreign markets close, and to implement a fair valuation methodology to adjust the closing prices of foreign securities if the movement in the index is significant.
There can be no assurance that a Fund could purchase or sell a portfolio security at the price used to calculate the Funds NAV. In the case of fair valued portfolio securities, lack of information and uncertainty as to the significance of information may lead to a conclusion that a prior valuation is the best indication of a portfolio securitys present value. Fair valuations generally remain unchanged until new information becomes available. Consequently, changes in the fair valuation of portfolio securities may be less frequent and of greater magnitude than changes in the price of portfolio securities valued at their last sale price, by an independent pricing service, or based on market quotations. Fair valuation determinations often involve the consideration of a number of subjective factors, and the fair value price may be higher or lower than a readily available market quotation.
To the extent any Fund invests in other investment companies, the prospectuses for those companies explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing.
Sales Charge When You Purchase Class A Shares
The Class A Shares of all the Funds except for the Money Market Funds bear front-end sales charges. The term offering price includes the front-end sales load. When the Funds receive your purchase request in proper form (as described in this prospectus), it is processed at the next calculated NAV plus any applicable front-end sales charge as is shown in the tables below.
Class A Shares of each Equity Fund, Strategic Allocation Fund and Multi-Manager Fund are sold at their NAV next determined after an order is received, plus a sales charge as follows:
Purchase Amount |
Sales Charge as a
Percentage of Public Offering Price |
Dealer Concession |
Sales Charge as a
Percentage of NAV |
|||||||||
Less than $50,000 | 5.50 | % | 5.00 | % | 5.82 | % | ||||||
$50,000 but less than $100,000 | 4.50 | % | 4.00 | % | 4.71 | % | ||||||
$100,000 but less than $250,000 | 3.50 | % | 3.00 | % | 3.63 | % | ||||||
$250,000 but less than $500,000 | 2.50 | % | 2.25 | % | 2.56 | % | ||||||
$500,000 but less than $1 million | 2.00 | % | 1.75 | % | 2.04 | % | ||||||
$1 million or greater* | 0.00 | % | 0.00 | % | 0.00 | % |
Class A Shares of each Fixed Income Fund (except for Short-Term Bond Fund) are sold at their NAV next determined after an order is received, plus a sales charge as follows:
Purchase Amount |
Sales Charge as a
Percentage of Public Offering Price |
Dealer Concession |
Sales Charge as a
Percentage of NAV |
|||||||||
Less than $100,000 | 4.50 | % | 4.00 | % | 4.71 | % | ||||||
$100,000 but less than $250,000 | 3.50 | % | 3.00 | % | 3.63 | % | ||||||
$250,000 but less than $500,000 | 2.50 | % | 2.25 | % | 2.56 | % | ||||||
$500,000 but less than $1 million | 2.00 | % | 1.75 | % | 2.04 | % | ||||||
$1 million or greater* | 0.00 | % | 0.00 | % | 0.00 | % |
Class A Shares of Short-Term Bond Fund are sold at their NAV next determined after an order is received, plus a sales charge as follows:
Purchase Amount |
Sales Charge as a
Percentage of Public Offering |
Dealer
Concession |
Sales Charge as
Percentage of NAV |
|||||||||
Less than $100,000 | 1.75 | % | 1.50 | % | 1.78 | % | ||||||
$100,000 but less than $250,000 | 1.50 | % | 1.25 | % | 1.57 | % | ||||||
$250,000 or greater* | 0 | % | 0 | % | 0 | % |
* | Except for the Money Market Funds, if you make an investment of $1,000,000 or more, or $250,000 or more in the Short-Term Bond Fund, at net asset value in Class A Shares, and you redeem all or any portion of your Shares at any time within the 18-month period beginning on the first day of the calendar month following the month in which you made your purchase, your redemption proceeds will be subject to a 1.00% contingent deferred sales charge (CDSC). Exchanges do not trigger the CDSC. In addition, if your investment professional waives receipt of the NAV advanced commission payment described below and notifies the Fund, this CDSC will not apply. The CDSC will be calculated using the share price at time of purchase. |
Class A Shares NAV Commission Payments
Your investment professional is entitled to receive an advanced commission payment on sales of $1 million or more of Class A Shares of the Funds, and $250,000 of the Short-Term Bond Fund, as follows:
Equity, Strategic Allocation and Multi-Manager Funds
Purchase Amount |
Advance Commission
as a Percentage of Public Offering Price |
|||
$1 million - $2,999,999.99 | 1.00 | % | ||
$3 million up to $4,999,999.99 | 0.50 | % | ||
Over $5 million* | 0.25 | % |
Fixed Income Funds, excluding Short-Term Bond Fund
Purchase Amount |
Advance Commission
as a Percentage of Public Offering Price |
|||
$1 million - $2,999,999.99 | 0.75 | % | ||
$3 million up to $4,999,999.99 | 0.50 | % | ||
Over $5 million* | 0.25 | % |
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HOW TO PURCHASE, REDEEM AND EXCHANGE SHARES
Short-Term Bond Fund
Purchase Amount |
Advance Commission
as a Percentage of Public Offering Price |
|||
$250,000 - $2,999,999.99 | 0.75 | % | ||
$3 million up to $4,999,999.99 | 0.50 | % | ||
Over $5 million* | 0.25 | % |
* | Excluding the Money Market Funds which pay no commission on NAV trades. |
The following reductions and eliminations of sales charges apply only to Class A Shares. The sales charge at purchase may be reduced by:
|
purchasing Shares in greater quantities to reduce the applicable sales charge (purchases made at one time by a trustee or fiduciary for a single trust estate or a single fiduciary account can be combined); |
|
combining concurrent purchases of Shares: |
|
by you, your spouse, and your children under age 21; or |
|
of the same share class of two or more Wilmington Funds (other than money market funds); |
|
accumulating purchases (in calculating the sales charge on an additional purchase, include the current value of previous Share purchases still invested in a Fund); or |
|
signing a Letter of Intent (LOI) committing to purchase a certain dollar amount of the same class of Shares within a 13 month period to combine such purchases in calculating the sales charge. The Funds custodian will hold Shares in escrow equal to the maximum applicable sales charge. If you complete the LOI, the custodian will release the Shares in escrow to your account. If you do not fulfill the LOI, the custodian will redeem the appropriate amount from the Shares held in escrow to pay the sales charges that were not applied to your purchases. |
The sales charge may be eliminated when you purchase Shares:
|
by exchanging Shares from the same share class of another Wilmington Fund (other than a money market fund); |
|
through wrap accounts or other investment programs where you pay the investment professional directly for services, or through a health savings account offered by M&T Bank or one of its banking affiliates; |
|
through investment professionals that receive no portion of the sales charge; |
|
as a current or retired/former Trustee, Director or employee of the Fund, the Advisor, the Distributor, the Sub-advisor and their affiliates, M&T Bank Corporation and their subsidiaries and the immediate family members of these individuals. (Immediate family member is defined as any parent, spouse of a parent, child, spouse of a child, spouse, brother or sister, and includes step and adoptive relationships of these people) because there are nominal sales efforts associated with their purchases; |
|
as an employee of a dealer which has a selling group agreement with the Distributor and consents to such purchases; or |
|
as an investor referred by any sub-advisor to the Funds. |
If your investment qualifies for a reduction or elimination of the sales charge, you or your financial intermediary must notify the Funds Distributor, ALPS Distributors, Inc. (Distributor), or Shareholder Services at time of purchase. If the Distributor or Shareholder Services is not notified at the time of purchase, you may receive the reduced sales charge only on additional purchases, and not retroactively on previous purchases.
How to Purchase, Redeem and Exchange Shares
To help the government fight the funding of terrorism and money laundering activities and to verify your identity, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. If you do not provide this information, or if the Funds are unable to verify your identity or that of any other person(s) authorized to act on your account, the Funds reserve the right to close your account using the then-current net asset value.
The Funds will only accept purchases from investors residing in the United States (including Guam, Puerto Rico, and the US Virgin Islands) who have a U.S. mailing address. The Wilmington Funds is unable to accept an account for a non-resident alien (a person who is not a permanent resident or citizen of the U.S.) or for a foreign legal entity (any business or other entity that is organized under the laws of, or located in, a country other than the U.S.). The Funds do not issue share certificates and they reserve the right to reject any purchase request for any reason. The Funds also reserve the right to close an account for any reason.
When the NYSE is open for business, you may purchase, redeem, or exchange Shares by phone, mail, or wire through your financial intermediary or the Trust, subject to daily cutoff times. Your order will be processed at the next calculated NAV, plus any sales charges or less any CDSC as applicable, after your order request is received by the Fund or its designated agent in proper form. The NYSE is closed on weekends and on the following holidays: New Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Purchases and redemptions by wire will not be available on days the Federal Reserve wire system is closed. In addition to the scheduled NYSE holidays noted above, the Federal Reserve wire system is scheduled to be closed on the following days: Columbus Day and Veterans Day.
PROSPECTUS / August 31, 2016 | 95 |
HOW TO PURCHASE, REDEEM AND EXCHANGE SHARES
Purchasing Shares
If you would like to purchase Shares of a Wilmington Fund for the first time, please consult a financial professional in your area. If you do not have a financial professional, please call Shareholders Services at 1-800-836-2211.
Class A Shares | ||||
Minimum Initial Investment Amount: | $ | 1,000 | ||
Minimum Subsequent Investment Amount: | $ | 25 | ||
Class I Shares | ||||
Minimum Initial Investment Amount: | $ | 1,000,000 | ||
Minimum Subsequent Investment Amount: | $ | 25 | ||
Service Class Shares | ||||
Minimum Initial Investment Amount: | None | |||
Minimum Subsequent Investment Amount: | None | |||
Administrative Class Shares | ||||
Minimum Initial Investment Amount: | $ | 1,000 | ||
Minimum Subsequent Investment Amount: | $ | 25 | ||
Select Class Shares | ||||
Minimum Initial Investment Amount: | $ | 100,000 | ||
Minimum Subsequent Investment Amount: | $ | 25 | ||
Institutional Class Shares | ||||
Minimum Initial Investment Amount: | $ | 5,000,000 | ||
Minimum Subsequent Investment Amount: | $ | 25 |
Share Class Minimums-Bond & Equity Funds |
Initial Purchase | |||||||
Class A | Class I 1 | |||||||
General | $ | 1,000 | N/A | 2 | ||||
Uniform Gifts or Transfers to Minor Accounts | $ | 1,000 | N/A | |||||
IRAs | $ | 250 | N/A | |||||
SIMPLE IRAs | None | N/A | ||||||
Systematic Investment Plans | $ | 50 | N/A | |||||
Clients of Eligible Financial Intermediaries | None | None | ||||||
Benefit Plans with omnibus accounts held on the Books of the Funds | None | None | ||||||
Other Benefit Plans 3 | None | N/A | ||||||
Institutional Investors | $ | 1,000 | $ | 1,000,000 |
1. | Class I Shares are offered to institutional and other eligible investors, including: |
A. | Employee benefit plans with omnibus accounts held on the books of the Fund, including 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing plans, non-qualified deferred compensation plans, and other similar employer-sponsored retirement plans, and health savings accounts or similar accounts for employees of M&T Bank Corporation and its subsidiaries; |
B. | Clients of eligible Financial Intermediaries, which are investors who invest in the Fund through financial intermediaries that (i) charge such investors an ongoing fee for advisory, investment, consulting or similar services, or (ii) have entered into an agreement with the distributor to offer Class I Shares through a no-load network or platform; |
C. | Institutional investors, including corporations, banks, trust companies, insurance companies, investment companies, foundations, endowments, defined benefit plans and other similar entities; and |
D. | Advisory or Trust clients of Wilmington Trust or its affiliates. |
2. | The minimum investment amounts for Class I Shares may be waived for: |
A. | Retirement plans with omnibus accounts held on the books of the Fund, as defined in the above; |
B. | Clients of eligible Financial Intermediaries, as defined in 1B above; |
C. | Advisory or Trust clients of Wilmington Trust or its affiliates; and |
D. | Shareholders who acquired Class I in the share class conversion dated April 13, 2013 who also remain subject to the $250 account balance minimum. |
3. | Other benefit plans include (i) retirement plans investing through brokerage accounts. Individual retirement vehicles include traditional and Roth IRAs, (ii) individual retirement vehicles and (iii) health savings accounts and Coverdell education savings accounts, individual 403(b)(7) custodial accounts, Keogh plans, SEPs, SARSEPs, SIMPLE IRAs or similar accounts. Other benefit plans are treated like individual investors for the purposes of determining sales charge reductions or waivers. |
The minimum initial and subsequent investment amounts may be waived or lowered from time to time. The minimum initial investment amounts for Class I will be waived for a current or retired/former Trustee, Director or employee of the Fund, the Advisor, the Distributor, the Sub-advisor and their affiliates, M&T Bank Corporation and their subsidiaries and the immediate family members of these individuals. (Immediate family member is defined as any parent, spouse of a parent, child, spouse of a child, spouse, brother or sister, and includes step and adoptive relationships of these people).
Accounts With Low Balances
Due to the high cost of maintaining accounts with low balances, non-retirement accounts may be closed if redemptions or exchanges cause the account balance to fall below $250 (for Class A and Service Class Shares, and $10,000 for Class I Shares and Administrative Class Shares. Before an account is closed, you will be notified and allowed 30 days to purchase additional Shares to meet the minimum account balance required.
Through Your Financial Intermediary
Shareholders normally purchase Shares through investment professionals and different types of customer accounts at financial intermediaries. You should read this prospectus together with any agreements between you and your financial intermediary to learn about procedures to follow, the services provided, the fees charged for those services, required earlier cutoff times than shown in this prospectus, and any restrictions and limitations imposed.
Directly With Wilmington Funds
To purchase Shares directly with the Trust, please call Shareholder Services at 1-800-836-2211.
Transactions by Telephone
Once your account is established, you may purchase, redeem or exchange Shares by telephone unless you have declined this privilege on your account application. Please call Shareholder Services at 1-800-836-2211 to transact by telephone.
The Funds reserve the right to modify or terminate telephone redemption and exchange privileges at any time.
Shareholders will be notified prior to any modification or termination. Your telephone instructions may be electronically recorded for your protection. Shareholders who purchase Shares by telephone or accept the telephone redemption or exchange privilege authorize the Trust and its agents to act upon their telephonic instructions for any account for which they have authorized such services.
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HOW TO PURCHASE, REDEEM AND EXCHANGE SHARES
Redeeming or exchanging Shares over the telephone is convenient, but not without risk. Although the Funds have created certain safeguards and procedures to confirm the identity of callers and the authenticity of instructions, the Funds are not responsible for any losses or costs incurred by following phone instructions we reasonably believe to be genuine. If you transact with the Fund over the telephone, you will generally bear the risk of any loss.
Payment Methods
Payment may be made by check, Federal Reserve System wire, or Automated Clearing House (ACH). Please see Limitations on Redemption Proceeds below for information on how your form of payment may impact the timing of redemption payments. Where a Fund offers more than one Share class and you do not specify the class choice on your form of payment, you generally will receive Class A Shares (Service Class Shares in the case of the Money Market Fund). Each payment must be accompanied by your name, the Funds name and Share class, and your account number (if established).
By Check
Current shareholders can purchase additional Shares by sending a check to the Trust accompanied by purchase instructions. Make your check payable to (Name of the Fund and Class of Shares) and mail it to Shareholder Services.
Regular mail |
Express Mail |
|
PO Box 9828 Providence, RI 02940 |
4400 Computer Drive Westborough, MA 01581 |
If you are not a current shareholder, please call Shareholder Services at 1-800-836-2211 for information on how to purchase Shares. Purchase orders by mail for non-Money Market Funds are considered received after payment by check has been converted into federal funds. This is normally the next business day after the check is received. However, payment may be delayed up to seven business days to allow your purchase payment to clear. Purchase orders by mail for Money Market Funds begin earning dividends on the day after the check is converted into federal funds.
The Funds do not accept cash, money orders, credit cards, travelers checks, or third party checks (for example, checks that are either not from the investor or made payable to a third party and endorsed over to the Trust).
By Federal Reserve System Wire
Once your account is established, ask your bank to wire money to the Funds custodian bank, accompanied by purchase instructions. For additional purchases, wire your investment along with your fund and account number. Wire orders will only be accepted on days on which the Funds, M&T Bank, and the Federal Reserve wire system are open for business. Some financial institutions may charge a fee for wire services. The Funds also reserve the right to charge
a processing fee for wire transfers. Below is a chart that shows the different cutoff times for processing Fund purchases and what it means to you. The Funds are not responsible for delays in the receipt of wires.
FUND TYPE |
Your Purchase Request in Proper Order/ Federal Funds Received Before: (Eastern time) |
Results in: |
Your Purchase Request In Proper Order and Federal Funds Received After: (Eastern time) |
Results
in: |
||||
Fixed Income, Strategic Allocation, Equity and Multi-Manager Funds | NYSE Close |
Receive that days closing NAV |
NYSE Close |
Receive next calculated NAV |
||||
Money Market Funds | 3:00 p.m. |
Dividends earned that day |
3:00 p.m., but before NYSE Close |
Dividend earned beginning next day |
Send your wire to:
BNY Mellon Investment Servicing (US) Inc.
New York, NY
Dollar Amount of Wire
ABA Number 011001234
Account Number 000073-8506
Attn: (Wilmington Fund Name)
Wire Order Number, Dealer Number or Group Number
Nominee/Institution Name
Further Credit To: (Wilmington Account name and number)
By ACH
Once your account is established, you may purchase Fund Shares by transferring money via ACH from your checking or savings account to your Fund account. You will not begin earning dividends on Fund Shares until the ACH transaction settles, which could be as soon as the next business day.
Systematic Investment Program
Once you have opened a Fund account, you can add to your investment on a regular basis in amounts of $25 or more through automatic deductions from your checking or savings account. To sign up for this program, please call Shareholder Services at 1-800-836-2211.
Redeeming Shares
To redeem Shares you must provide us with your name, the Funds name and Share class, your account number, the number of Shares or dollar amount you wish to redeem, and your choice of Payment Option. If you do not specify a Payment Option, a check will be mailed to you at your address of record. Redemption requests for Shares held through an IRA account must be made by mail unless you have previously elected to participate in the telephone redemption option.
By Telephone
To redeem Shares by telephone, please call Shareholder Services at 1-800-836-2211. You are automatically eligible to make telephone redemptions unless you decline the privilege at the time you open your account. It is recommended
PROSPECTUS / August 31, 2016 | 97 |
HOW TO PURCHASE, REDEEM AND EXCHANGE SHARES
that you provide the necessary information for the telephone redemption option on your initial application. If you do not do this and later wish to take advantage of the telephone redemption privilege, call Shareholder Services for authorization forms.
The Trust limits telephone redemptions to the address of record to $50,000 per day. Telephone redemption requests above $50,000 may be transferred to a linked bank account on record. Otherwise, you must submit a written request with a Medallion signature guarantee. Please contact Shareholder Services for further information.
By Mail
Send your written request to Wilmington Funds.
Regular mail |
Express Mail |
|
PO Box 9828 Providence, RI 02940 |
4400 Computer Drive Westborough, MA 01581 |
Payment Options
You may receive your redemption proceeds by check, Federal Reserve System wire, or ACH transfer to your designated bank account. See Limitations on Redemption Proceeds below for additional information about payment of redemption proceeds. The Funds reserve the right to charge a fee for outgoing wires and overnight check requests. The Funds may, in their discretion, waive this fee under special circumstances.
By Check
Normally, a check for redemption proceeds is mailed within one business day after your redemption order is received, but in no event more than seven business days after receipt of a proper redemption request.
By Federal Reserve System Wire
Wire transfers of redemption proceeds can only be made on days on which the Federal Reserve wire system and the Funds are open for business. Certain financial institutions may charge a fee for the receipt of wire transfers. The Funds also reserve the right to charge a processing fee for wire transfers. Below is a chart that shows the different cutoff times for processing Fund redemptions by wire and what it means to you.
FUND
TYPE/NAME |
Your Redemption Request in Proper Order Received Before: (Eastern time) |
Results in: |
Your Redemption
Received After: (Eastern time) |
Results
in: |
||||
Bond, Fixed Income, Asset Allocation, Equity and Alternatives Funds |
NYSE Close | Receive that days closing NAV Next day wire | NYSE Close |
Receive next calculated NAV Second day wire |
||||
Money Market Funds | 3:00 p.m. |
Same day wire No dividends earned that day |
3:00 p.m., but before NYSE Close |
Next day wire Dividends earned that day |
By ACH
You may have redemption proceeds sent directly to your checking or savings account via ACH transfer from the Fund. If you place your order by 3:00 p.m. (Eastern time) for the Taxable Money Market Funds, or the NYSE Close for the Fixed Income, Alternatives, Asset Allocation and Equity Funds, you will receive that days closing NAV. Since ACH transfers are processed overnight, you generally will not receive redemption proceeds until at least the second business day.
Systematic Withdrawal Program
You may automatically redeem Shares in a minimum amount of $50 ($1,000 for Select Class Shares and Class I Shares of the Funds) on a regular basis. Your account must be worth at least $10,000 at the time the program is established. This program may reduce, and eventually deplete, your account. Payments should not be considered yield or income. Generally, it is not advisable to continue to purchase Class A Shares subject to a sales charge while redeeming Shares using this program. For more information and an application form for this program call Shareholder Services at 1-800-836-2211.
Checkwriting
You may request checks to redeem shares of certain money market funds. Your account will continue to receive the daily dividend declared on the Shares being redeemed until the check is presented for payment. The ability to redeem Shares by check may not be available when establishing an account through a financial intermediary. You should read this prospectus together with any applicable agreement between you and your financial intermediary to learn about the services provided, the fees charged for those services, and any check minimum or maximum amounts, restrictions or other limitations that may be imposed. For more information, call Shareholder Services at 1-800-836-2211. See also Limitations on Redemption Proceeds below for additional restrictions.
Additional Conditions
Signature Guarantees
For your protection, the Trust requires the Medallion Guarantee (STAMP 2000 Medallion Guarantee) on written requests and instructions:
|
when you are requesting a redemption by check of $50,000 or more; |
|
when you want a redemption to be sent to an address or bank account 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 you request a bank account to be linked to your Wilmington Fund (all bank account owners must sign). |
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HOW TO PURCHASE, REDEEM AND EXCHANGE SHARES
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 receiving a request in proper form. Payment may be delayed up to seven days:
|
to allow your purchase to clear (as discussed below); |
|
during periods of market volatility; |
|
when a shareholders trade activity or amount adversely impacts the Funds ability to manage its assets; |
|
during any period when the Federal Reserve wire or applicable Federal Reserve banks are closed, other than customary weekend and holiday closings. |
If you request a redemption of Shares recently purchased by check (including a cashiers check or certified check) or ACH, your redemption proceeds may not be made available for up to seven calendar days to allow the Fund to collect payment on the instrument used to purchase such Shares. If the purchase instrument does not clear, your purchase order will be cancelled and you will be responsible for any losses incurred by the Fund as a result of your cancelled order. In addition, the right of redemption may be suspended, or the payment of proceeds may be delayed, during any period:
|
when the NYSE is closed, other than customary weekend and holiday closings; |
|
when trading on the NYSE is restricted, as determined by the SEC; or |
|
in which an emergency exists as determined by the SEC, so that disposal of the Funds investments or determination of its NAV is not reasonably practicable. |
You will not accrue interest or dividends on uncashed redemption checks from the Fund if those checks are undeliverable and returned to the Fund.
Board Authority to Suspend Redemptions to Liquidate Money Market Funds
In the unlikely event that a Money Market Funds Board of Trustees, including a majority of trustees who are not interested persons of a Fund as defined in the Investment Company Act of 1940, determines that the extent of the deviation between the Funds amortized cost per share and its current net asset value per share calculated using available market quotations (or an appropriate substitute that reflects current market conditions) may result in material dilution or other unfair results to the Funds investors or existing shareholders, and irrevocably has approved the liquidation of the Fund, the Funds Board of Trustees has the authority to suspend redemptions of the Funds shares.
Redemption In Kind
Although the Funds intend to pay Share redemptions in cash, each Fund reserves the right to pay the redemption price in whole or in part by a distribution of the Funds portfolio securities.
Redemption from Retirement Accounts
In the absence of your specific instructions, 10% of the value of your redemption from a retirement account in a Fund may be withheld for taxes. This withholding only applies to certain types of retirement accounts.
Exchanging Shares
You may exchange Shares of a Wilmington Fund for the same Share class of another Wilmington Fund. All exchange requests must include your name and account number, the Funds name and Share class, the number of Shares or dollar amount you wish to exchange and the name of the Fund into which the exchange is to be made. In order to exchange Shares you must submit your request in proper form and:
|
meet the minimum initial investment requirements (if the exchange results in the establishment of a new account); |
|
establish an account in the Fund you want to acquire if you do not have an account in that Fund; |
|
ensure that the account registrations are identical; |
|
receive a prospectus for the Fund into which you wish to exchange; and |
|
only exchange into a Fund that may be legally sold in your state of residence. |
An exchange is treated as a redemption and subsequent purchase and is a taxable transaction. The Funds may modify or terminate the exchange privilege at any time, and shareholders will be notified prior to any modification or termination.
By Telephone
To request an exchange, and for additional information about the exchange privilege, call Shareholder Services at 1-800-836-2211. Below is a chart that shows the cutoff time for processing Fund exchanges and what it means to you.
FUND
TYPE/NAME |
Your Exchange
Request in
Received Before:
|
Results in: |
Your Exchange Request in Proper Order Received After: (Eastern time) |
Results
in: |
||||
Fixed Income, Strategic Allocation Multi-Manager and Equity Funds |
NYSE Close | Same day exchange | NYSE Close | Next day exchange | ||||
Money Market Funds | 3:00 p.m. | Same day exchange | 3:00 p.m. | Next day exchange |
You will not receive a dividend from the Fund into which you are exchanging on the date of the exchange.
PROSPECTUS / August 31, 2016 | 99 |
FREQUENT TRADING POLICIES
You will automatically be eligible for telephone exchanges, unless you decline this privilege at the time you open your account. It is recommended that you provide the necessary information for the telephone exchange option on your initial application. If you do not do this and later wish to take advantage of the privilege, call Shareholder Services at 1-800-836-2211 for authorization forms.
By Mail
Send your written request to
Wilmington Funds
Regular Mail |
Express Mail |
|
PO Box 9828 Providence, RI 02940 |
4400 Computer Drive Westborough, MA 01581 |
Systematic Exchange Program
You may exchange Shares from one Fund into the same share class of another Fund on a monthly, quarterly or annual basis. Exchanges must be at least $25 and are subject to limitations as described above. For more information and an application form for this Program, call Shareholder Services at 1-800-836-2211.
Class A Share and Service Class Exchanges
Exchanges at NAV
If you exchange between Funds with different sales charges, the exchange will be made at NAV. However, you would pay applicable sales charges when exchanging Shares from a Money Market Funds into a Fixed Income, Alternatives, Asset Allocation or Equity Fund. If you paid a sales charge once (including Shares acquired through reinvestment of dividends and capital gains), you will not have to pay the sales charge again upon exchange. This is true even if you exchange out of a Fund with a sales charge, then into a Fund without a sales charge and back into a Fund with a sales charge.
In addition, you may purchase Class A Shares of any Wilmington Fund without paying a sales charge. In order to exchange into or purchase Class A Shares of any Wilmington Fund without paying a sales charge (where a sales charge would otherwise be imposed), you or your financial intermediary must notify ALPS Distributors, Inc. or Wilmington Funds Shareholder Services at the time of the transaction.
Exchanges Subject to a Sales Charge
If you invested in a Fund without a sales charge, and exchange into a Fund with a sales charge, you will be assessed the applicable sales charge when you make the exchange. However, the sales charge will not be applied to any Shares that you acquired through reinvestment of dividends and capital gains. Dividends of the Class A Shares, Administrative Shares and Service Shares of the Money Market Funds can be reinvested into Class A Shares of any other Wilmington Fund at NAV at time of payment.
Frequent Trading Policies
Fixed Income Funds, Strategic Allocation Funds, Equity Funds and Multi-Manager Funds
Frequent or short-term trading into and out of a Fund can have adverse consequences for the Fund and shareholders who use the Fund as a long-term investment vehicle. Such trading in significant amounts can disrupt the Funds investment strategies (e.g., by requiring it to sell investments at inopportune times or maintain excessive short-term or cash positions to support redemptions) and increase brokerage and administrative costs. Investors engaged in such trading may also seek to profit by anticipating changes in the Funds NAV in advance of the time as of which NAV is calculated or through an overall strategy to buy and sell Shares in response to incremental changes in the Funds NAV. This may be particularly likely where the Fund, directly or through an Underlying Fund, invests in high yield securities or securities priced in foreign markets.
The Funds Board has approved policies and procedures intended to discourage excessive trading of the Funds Shares. The Funds monitor trading in Shares in an effort to identify disruptive trading activity. Whether or not the specific testing criteria or monitoring limits proscribed by the policies and procedures are exceeded, the Funds management or Advisor may determine from the amount, frequency or pattern of purchases and redemptions or exchanges that a shareholder or broker is engaged in excessive trading that is or could be detrimental to the Funds and other shareholders and may preclude the shareholder or broker from making further purchases or exchanges of Shares. No matter how the Funds define their testing criteria for, or monitoring limits on, excessive trading of Shares, other purchases and sales of Shares may have adverse effects on the management of a Funds portfolio and its performance. The Funds excessive trading restrictions do not apply to purchases and sales of Shares of Wilmington Funds (Underlying Funds) by the Asset Allocation Funds. Allocation changes of the investing Asset Allocation Funds are monitored by WFMC management, and the managers of each Underlying Fund must determine that there is no material adverse impact on the Underlying Fund or its shareholders. The intent of this exception is to allow managers of the Asset Allocation Funds to accommodate cash flows that result from non-abusive trading in the Asset Allocations Funds, and to reallocate portfolio investments of Asset Allocation Funds among various Underlying Funds in accordance with the investment objectives of the Asset Allocation Funds, without being stopped from such trading because the aggregate of such trades exceeds the monitoring limits. Nevertheless, as with any trading in Fund Shares, purchases and redemptions of Underlying Fund Shares by the Asset Allocation Funds could adversely affect the management of the Underlying Funds portfolio and its performance.
100 | August 31, 2016 / PROSPECTUS |
ACCOUNT AND SHARE INFORMATION
The Advisor will provide to the Funds Board a quarterly report of all occurrences deemed to be excessive trading during the preceding quarter, and a description of any action taken with respect thereto.
Money Market Funds
Given the short-term nature of the Money Market Funds investments and their use of the amortized cost method for calculating the NAV of Money Market Fund Shares, the Funds do not anticipate that in the normal case frequent or short-term trading into and out of the Money Market Funds will have significant adverse consequences for the Money Market Funds and their shareholders. For this reason, and because the Money Market Funds are intended to be used as liquid short-term investments, the Funds policies and procedures to discourage frequent or short-term trading do not apply to the Money Market Funds Shares. However, the Money Market Funds may limit or terminate the availability of purchases or exchanges to a shareholder and may bar the shareholder from purchasing or exchanging Shares of the Money Market Funds and other non-Money Market Funds if the Funds management or Advisor determines from the amount, frequency or pattern of purchased and redemptions or exchanges that the shareholder is engaged in excessive trading that is or could be detrimental to the non-Money Market Funds and their shareholders.
Corporate Resolutions
Corporations and certain other organizations are required to furnish evidence of the authority of persons designated on the account application to effect transactions on behalf of the organization.
Confirmations and Account Statements
Except with respect to the Money Market Funds, you will receive written confirmation of purchases, redemptions and exchanges (except systematic transactions). Money Market Funds send monthly statements in lieu of share activity confirmations. Shareholders of all other Funds also will receive quarterly statements reporting all account activity, including systematic transactions, dividends and capital gains paid.
Retirement Investments
Shares of the Funds can be purchased as an investment for retirement plans or IRA accounts. You may be subject to an annual IRA account fee. The New York Municipal Bond Fund is generally not appropriate for retirement plans or IRA accounts. For further details, contact Shareholder Services at 1-800-836-2211.
Distribution of Fund Shares
ALPS Distributors, Inc., whose address is 1290 Broadway, Suite 1100 Denver, CO 80203, serves as the Distributor of the Funds offered by this prospectus.
The Distributor markets the Shares described in this prospectus to institutions or individuals, directly or through a financial intermediary that has an agreement with the Distributor. When the Distributor receives marketing fees and sales charges, it may pay some or all of them to financial intermediaries. The Distributor and its affiliates may pay out of their assets other amounts (including items of material value) to financial intermediaries for marketing and servicing Shares. Financial intermediaries include the Advisor and its affiliates. You should consult your financial intermediary to determine what types of compensation it may receive for selling Fund Shares.
Rule 12b-1 Plans (Class A Shares, Service Shares and Administrative Shares)
Certain Funds have adopted a Rule 12b-1 Plan (the Plan) on behalf of Class A Shares, Service Shares and Administrative Shares, offered by this prospectus, which allows them to pay distribution fees to financial intermediaries (which may be paid through the Distributor) at an annual rate of up to 0.25% of the average daily net assets of the Funds Class A Shares, Service Shares, and Administrative Shares, for the sale, distribution, administration, customer servicing and recordkeeping of these Shares. There is no plan for the Select Shares of the Money Market Funds and the Institutional Shares of the U.S. Government Money Market Fund. These fees may be paid to the Distributor, the Advisor and their affiliates. The Funds may waive or reduce the maximum amount of Rule 12b-1 fees it pays from time to time in their sole discretion. In addition, a financial intermediary (including the Distributor, the Advisor or their affiliates) may voluntarily waive or reduce any fees to which they may be entitled. Because these Shares pay marketing fees on an ongoing basis, your investment cost may be higher over time than other Shares with different sales charges and marketing fees.
Shareholder Services Plans (Class A Shares, Class I Shares, Service Shares, Administrative Shares and Select Class Shares)
The Funds have adopted a Shareholder Services Plan on behalf of Class A Shares, Class I Shares, Service Shares, Administrative Shares, and Select Class Shares which is administered by ALPS Distributors, Inc. to pay service fees to financial intermediaries (which may include the Distributor, the Advisor or their affiliates) for providing services to the Funds and their shareholders and maintaining shareholders accounts. M&T Securities, Inc. (M&T Securities) has entered into a shareholder services agreement with ALPS Distributors, Inc. under which it is entitled to receive a shareholder services fee for acting as shareholder servicing agent for the Funds, including providing shareholder assistance, and communicating or facilitating purchases and redemptions of Shares, and distributing prospectuses and other information.
PROSPECTUS / August 31, 2016 | 101 |
DIVIDENDS, DISTRIBUTIONS, AND TAXES
Additional Payments to Financial Intermediaries
The Advisor and its affiliates may pay out of their own reasonable resources and legitimate profits amounts (including items of material value) to certain financial intermediaries (including the Distributor) to support the sale of Shares or provide services to the Fund shareholders. The amounts of these payments could be significant and may create an incentive for the financial intermediaries or its employees or associated persons to recommend or sell Shares of the Fund to you. These payments are not reflected in the fees and expenses listed in the fee table section of the Funds prospectus because they are not paid by the Fund.
These payments are negotiated and may be based on such factors as the number or value of Shares that the financial intermediary sells or may sell; the value of client assets invested; or the type and nature of services or support furnished by the financial intermediary. These payments may be in addition to payments made by the Fund to the financial intermediary under a Rule 12b-1 Plan and/or shareholder service fee arrangement. Contact your financial intermediary for information about any payments it receives from the Distributor, the Advisor, their affiliates, or the Fund and any services the financial intermediary provides. The SAI contains additional information on the types of additional payments that may be paid.
Dividends, Distributions, and Taxes
Each of the New York Municipal Bond Fund and Municipal Bond Fund is also referred to as a Tax-Free Fund.
Dividends and Distributions
Each Fund intends to qualify each year as a regulated investment company under the Internal Revenue Code. As a regulated investment company, a Fund generally pays no federal income tax on the income and gains it distributes to you. Each Fund expects to declare and distribute all of its net investment income, if any, to shareholders as dividends as described in the table below.
FUND |
Dividends Declared/ Dividends
Paid |
|
Multi-Manager Alternatives Fund | Annually/Annually | |
Large-Cap Strategy Fund, Multi-Manager International Fund, Multi-Manager Real Asset Fund, Strategic Allocation Conservative Fund, Strategic Allocation Moderate Fund, Strategic Allocation Aggressive Fund | Quarterly/Quarterly | |
Broad Market Bond Fund, Intermediate-Term Bond Fund, U.S. Treasury Money Market Fund, U.S. Government Money Market Fund, New York Municipal Bond Fund, Short-Term Bond Fund, Municipal Bond Fund | Daily/Monthly |
Each Fund will distribute net realized capital gains, if any, at least annually, usually in December. A Fund may distribute such income dividends and capital gains more frequently, if necessary, in order to reduce or eliminate federal excise or income taxes on the Fund. The amount of
any distribution will vary, and there is no guarantee a Fund will pay either an income dividend or a capital gains distribution.
Only shareholders of a Fund on the record date are entitled to receive payments of dividends and/or capital gains. Your dividends and capital gains distributions will be automatically reinvested in additional Shares without a sales charge, unless you elect cash payments. If the Funds receive returned mail from the address to which cash distributions are being mailed, a second attempt will be made to deliver the proceeds. After a second postal return, your account will be coded to reinvest all future distributions until such time that a correct address is provided.
Annual Statements and Tax Forms
Each year, the Funds will send you an annual statement (Form 1099) of your account activity to assist you in completing your federal, state and local tax returns. Your statement will show the exempt-interest dividends you received and the separately-identified portion that constitutes an item of tax preference for purposes of the AMT (tax-exempt AMT interest). Distributions declared in December to shareholders of record in such month, but paid in January, are taxable as if they were paid in December. Prior to issuing your statement, the Funds make every effort to reduce the number of corrected forms mailed to shareholders. However, if a Fund finds it necessary to reclassify its distributions or adjust the cost basis of any covered shares (defined below) sold or exchanged after you receive your tax statement, the Fund will send you a corrected Form 1099.
Avoid Buying a Dividend
At the time you purchase your Fund shares, a Funds net asset value may reflect undistributed income, undistributed capital gains, or net unrealized appreciation in value of portfolio securities held by the Fund. For taxable investors, a subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable. Buying shares in a Fund just before it declares an income dividend or capital gains distribution is sometimes known as buying a dividend.
Tax Considerations
Fund Distributions Except for the Tax-Free Funds (See, Additional Information for the Tax-Free Funds below), each Fund expects, based on its investment objective and strategies, that its distributions, if any, will be taxable as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. This is true whether you reinvest your distributions in additional Fund shares or receive them in cash.
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DIVIDENDS, DISTRIBUTIONS, AND TAXES
The Funds distributions (other than the Tax-Free Funds) are expected to be primarily from the following sources:
FUND |
Distributions are Expected
To be Primarily |
|
Multi-Manager International Fund, Multi-Manager Real Asset Fund, Large-Cap Strategy Fund, Strategic Allocation Conservative Fund, Strategic Allocation Moderate Fund, Strategic Allocation Aggressive Fund, Broad Market Bond Fund, Intermediate-Term Bond Fund, and Multi-Manager Alternatives Fund, and Short-Term Bond Fund | Ordinary Income and/or Capital Gains | |
U.S. Government Money Market Fund and U.S. Treasury Money Market Fund |
Ordinary Income |
For federal income tax purposes, Fund distributions of short-term capital gains are taxable to you as ordinary income. Fund distributions of long-term capital gains are taxable to you as long-term capital gains no matter how long you have owned your shares. The Money Market Funds do not expect to realize any long-term capital gains or losses. A portion of income dividends reported by a Fund may be qualified dividend income eligible for taxation by individual shareholders at long-term capital gain rates provided certain holding period requirements are met. Because the income of the Money Market Funds and Fixed Income Funds is primarily derived from investments earning interest rather than dividend income, generally none or only a small portion of the income dividends paid to you by a Fund is anticipated to be qualified dividend income eligible for taxation by individuals at long-term capital gain tax rates.
The use of derivatives by a Fund may cause the Fund to realize higher amounts of ordinary income or short-term capital gain, distributions from which are taxable to individual shareholders at ordinary income tax rates rather than at the more favorable tax rates for long-term capital gain.
If a Fund qualifies to pass through to you the tax benefits from foreign taxes it pays on its investments, and elects to do so, then any foreign taxes it pays on these investments may be passed through to you as a foreign tax credit.
The Multi-Manger Real Asset Fund may derive excess inclusion income from certain equity interests in mortgage pooling vehicles either directly or through an investment in a U.S. REIT. Please see the SAI for a discussion of the risks and special tax consequences to shareholders in the event the Fund realizes excess inclusion income in excess of certain threshold amounts.
Sale or Redemption of Fund Shares A sale or redemption of Fund shares is a taxable event and, accordingly, a capital gain or loss may be recognized. For tax purposes, an exchange of your Fund shares for shares of a different Wilmington Fund is the same as a sale. Your gain or loss is calculated by subtracting from the gross proceeds your cost basis. Gross proceeds and, for shares acquired on or after January 1, 2012 and disposed of after that date (covered shares), cost basis will be reported to you and the Internal Revenue Service. Cost basis will be calculated using the
Funds default method of average cost, unless you instruct the Fund in writing to use a different calculation method. If you hold your Fund shares through a broker (or other nominee), please contact that broker (nominee) with respect to reporting of cost basis and available elections for your account. Cost basis reporting is not required for certain shareholders, including shareholders investing in a Fund through a tax-advantaged retirement account or shareholders investing in a money market fund that maintains a stable net asset value. Because the Money Market Funds expect to maintain a stable net asset value of $1.00 per share, investors should not have any gain or loss on sale or redemption of shares in a Money Market Fund.
Medicare Tax A 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such persons modified adjusted gross income (in the case of an individual) or adjusted gross income (in the case of an estate or trust) exceeds a threshold amount. This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return. Net investment income does not include exempt-interest dividends.
Backup Withholding By law, if you do not provide a Fund with your proper taxpayer identification number and certain required certifications, you may be subject to backup withholding on any distributions of income, capital gains, or proceeds from the sale of your shares. A Fund also must withhold if the Internal Revenue Service instructs it to do so. When withholding is required, the amount will be 28% of any distributions or proceeds paid.
State and Local Taxes Fund distributions and gains from the sale or exchange of your Fund shares generally are subject to state and local taxes.
Non-U.S. Investors Non-U.S. investors may be subject to U.S. withholding tax at a 30% or lower treaty rate and U.S. estate tax and are subject to special U.S. tax certification requirements to avoid backup withholding and claim any treaty benefits. Exemptions from U.S. withholding tax are provided for certain capital gain dividends paid by a Fund from net long-term capital gains, exempt-interest dividends, interest-related dividends, and short-term capital gain dividends, if such amounts are reported by a Fund. However, notwithstanding such exemptions from U.S. withholding at the source, any such dividends and distributions of income and capital gains will be subject to backup withholding at a rate of 28% if you fail to properly certify that you are not a U.S. person.
Other Reporting and Withholding Requirements Under the Foreign Account Tax Compliance Act (FATCA), a Fund will be required to withhold a 30% tax on the following payments or distributions made by the Fund to certain foreign entities, referred to as foreign financial institutions or non-financial foreign entities, that fail to comply (or be
PROSPECTUS / August 31, 2016 | 103 |
DIVIDENDS, DISTRIBUTIONS, AND TAXES
deemed compliant) with extensive reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts: (a) income dividends and (b) after December 31, 2018, certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of Fund shares. A Fund may disclose the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA or similar laws. Withholding also may be required if a foreign entity that is a shareholder of a Fund fails to provide the Fund with appropriate certifications or other documentation concerning its status under FATCA.
Additional Information for the Tax-Free Funds
Exempt-Interest Dividends Dividends from each Tax-Free Fund will consist primarily of exempt-interest dividends from interest earned on municipal securities. In general, exempt-interest dividends are exempt from regular federal income tax. Exempt-interest dividends from interest earned on municipal securities of a state, or its political subdivisions, generally are exempt from that states personal income tax. Most states, however, do not grant tax-free treatment to interest from municipal securities of other states.
Because of these tax exemptions, a Tax-Free Fund may not be a suitable investment for retirement plans and other tax-exempt investors. Corporate shareholders should note that these dividends may be fully taxable in states that impose corporate franchise taxes, and they should consult with their tax advisors about the taxability of this income before investing in a Fund.
Exempt-interest dividends are taken into account when determining the taxable portion of your social security or railroad retirement benefits. Each Tax-Free Fund may invest a portion of its assets in private activity bonds. The income from these bonds is a tax preference item when determining your federal alternative minimum tax, unless such bonds were issued in 2009 or 2010.
While the Tax-Free Funds endeavor to purchase only bona fide tax-exempt securities, there are risks that: (a) a security issued as tax-exempt may be reclassified by the Internal Revenue Service or a state tax authority as taxable and/or (b) future legislative, administrative or court actions could adversely impact the qualification of income from a tax-exempt security as tax-free. Such reclassifications or actions could cause interest from a security to become taxable, possibly retroactively, subjecting you to increased tax liability. In addition, such reclassifications or actions could cause the value of a security, and therefore, the value of the Funds shares, to decline.
Taxable Income Dividends Each Tax-Free Fund may invest a portion of its assets in securities that pay income that is not tax-exempt. Each Fund also may distribute to you any market discount and net short-term capital gains from the
sale of its portfolio securities. If you are a taxable investor, Fund distributions from this income are taxable to you as ordinary income, and generally will not be treated as qualified dividend income subject to reduced rates of taxation for individuals. Distributions of ordinary income are taxable whether you reinvest your distributions in additional Fund shares or receive them in cash.
Capital Gain Distributions Each Tax-Free Fund also may realize net long-term capital gains from the sale of its portfolio securities. Fund distributions of long-term capital gains are taxable to you as long-term capital gains no matter how long you have owned your shares. The Money Market Funds do not expect to realize any long-term capital gains or losses.
This discussion of Dividends, Distributions, and Taxes is not intended or written to be used as tax advice. Because everyones tax situation is unique, you should consult your tax professional about federal, state, local, or foreign tax consequences before making an investment in a Fund.
Portfolio Holdings Information
Information concerning each Funds portfolio holdings is available in the Funds & Performance section of the Trusts website at www.wilmingtonfunds.com. A complete listing of each Funds portfolio holdings as of the end of each month is posted on the website approximately 30 days after the end of the month and remains there until it is replaced with information for the next month. You may access this from the Funds & Performance page by selecting a Fund Name and Share Class, then selecting Fund Holdings under the Select Document pull down menu.
Summary portfolio composition information as of the close of each quarter is posted on the website approximately 30 days after the end of the quarter and remains there until replaced by the information for the succeeding quarter. The summary portfolio composition information may include the following types of information, but is subject to change:
|
For Equity Funds, Fixed Income Funds, Alternatives Fund and Asset Allocation Funds, identification of the Funds top ten holdings; and |
|
For Equity Funds, Fixed Income Funds, Alternatives Fund, Asset Allocation Funds, and Money Market Funds, percentage breakdowns of the portfolio holdings by sector, credit quality, and/or country. |
You may access this from the Funds & Performance page: click on Class A Shares, Class C Shares, Class I Shares, Select Class Shares, Service Class Shares, Administrative Class Shares or Institutional Class Shares Quarterly Fact Sheets, and select the appropriate link opposite the name of the Fund. You may also access a complete set of these monthly/ quarterly fact sheets by clicking on Prospectus and Fund Guide and selecting Retail Fund Guide.
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DIVIDENDS, DISTRIBUTIONS, AND TAXES
In addition, each Funds annual and semi-annual reports contain complete listings of the Funds portfolio holdings as of the end of the Funds second and fourth fiscal quarters. You may access this from the Funds & Performance page: click on Funds Prospectuses & Regulatory Literature and select the desired report from the following options: Semi-Annual Report or Annual Report. Each Fund prepares a report on Form N-Q of its portfolio holdings as of the end of the Funds first and third fiscal quarters. Fiscal quarter information is made available on the
website within 70 days after the end of the fiscal quarter. Each of these fiscal quarter reports containing complete listings of the Funds portfolio holdings is filed with the SEC within 60 days of the end of the reporting period at the SECs website at www.sec.gov and is posted on the Funds website at www.wilmingtonfunds.com .
A description of the Funds Portfolio Holdings Disclosure Policy, which addresses the disclosure of the Funds portfolio securities, is available in the Funds SAI.
PROSPECTUS / August 31, 2016 | 105 |
Financial Highlights
The following financial highlights are intended to help you understand the financial performance of each Wilmington Funds Class A Shares, Class I Shares, Select Class Shares, Service Class Shares, Administrative Class Shares and Institutional Class Shares for the past five fiscal years, or since inception, if the life of the Fund or Class is shorter. Some of the information is presented on a per Share basis. Total returns represent the rate an investor would have earned (or lost) on an investment in a Fund, assuming reinvestment of all dividends and capital gains. The information in this table has been audited by Ernst & Young LLP, independent registered public accounting firm, whose reports, along with the Funds audited financial statements, are included in the April 30, 2016 Annual Reports of the Trust, which are available upon request.
106 | August 31, 2016 / PROSPECTUS |
FINANCIAL HIGHLIGHTS (continued)
For a share outstanding throughout each period:
WILMINGTON LARGE-CAP STRATEGY FUND |
|
|||||||||||||||||||||||
CLASS I |
Year Ended
April 30, 2016 |
Year Ended
April 30, 2015 |
Year Ended
April 30, 2014 |
Year Ended
April 30, 2013 |
For the
Period
July 1, 2011 through April 30, 2012* |
Year Ended
June 30, 2011 |
||||||||||||||||||
Net Asset Value, Beginning of Year | $18.46 | $17.27 | $14.63 | $12.84 | $12.13 | $9.39 | ||||||||||||||||||
Income (Loss) From Operations: | ||||||||||||||||||||||||
Net Investment Income (Loss)(a) |
0.29 | 0.28 | 0.27 | 0.26 | 0.16 | 0.20 | ||||||||||||||||||
Net Realized and Unrealized Gain (Loss) on Investments |
(0.42 | ) | 2.19 | 2.65 | 1.79 | 0.71 | 2.72 | |||||||||||||||||
|
|
|||||||||||||||||||||||
Total Income (Loss) From Operations | (0.13 | ) | 2.47 | 2.92 | 2.05 | 0.87 | 2.92 | |||||||||||||||||
|
|
|||||||||||||||||||||||
Less Distributions From: | ||||||||||||||||||||||||
Net Investment Income |
(0.28 | ) | (0.27 | ) | (0.28 | ) | (0.26 | ) | (0.16 | ) | (0.18 | ) | ||||||||||||
Net Realized Gains |
(1.14 | ) | (1.01 | ) | | | | | ||||||||||||||||
|
|
|||||||||||||||||||||||
Total Distributions | (1.42 | ) | (1.28 | ) | (0.28 | ) | (0.26 | ) | (0.16 | ) | (0.18 | ) | ||||||||||||
|
|
|||||||||||||||||||||||
Net Asset Value, End of Year | $16.91 | $18.46 | $17.27 | $14.63 | $12.84 | $12.13 | ||||||||||||||||||
|
|
|||||||||||||||||||||||
Total Return(b) | (0.87 | )% | 14.52 | % | 20.12 | % | 16.25 | % | 7.32 | % | 31.24 | % | ||||||||||||
Net Assets, End of Year (000s) | $606,908 | $468,978 | $397,407 | $399,710 | $374,903 | $429,467 | ||||||||||||||||||
Ratios to Average Net Assets | ||||||||||||||||||||||||
Gross Expense |
0.89 | % | 0.86 | % | 0.87 | % | 0.88 | % | 0.74 | %(c) | 0.69 | % | ||||||||||||
Net Expenses(d) |
0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | %(c) | 0.25 | % | ||||||||||||
Net Investment Income (Loss) |
1.68 | % | 1.52 | % | 1.71 | % | 1.99 | % | 1.70 | %(c) | 1.72 | % | ||||||||||||
Portfolio Turnover Rate | 81 | % | 15 | % | 29 | % | 24 | % | 19 | % | 39 | % |
(a) | Per share numbers have been calculated using the average shares method. |
(b) | Total returns for periods of less than one year, if any, are not annualized. |
(c) | Annualized for periods less than one year. |
(d) | The investment advisor and other service providers waived or reimbursed a portion of their fees. |
| Effective March 9, 2012, the Fund acquired all of the assets and liabilities of the Wilmington Large-Cap Strategy Fund, a series of WT Mutual Fund (the WT Fund). The financial highlights for the periods prior to that date reflect the performance of the WT Fund. |
* | Year end changed from June 30 to April 30. |
(Financial Highlights continued next page)
PROSPECTUS / August 31, 2016 | 107 |
FINANCIAL HIGHLIGHTS (continued)
For a share outstanding throughout each period.
(a) | Per share numbers have been calculated using the average shares method. |
(b) | Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable. Total returns for periods of less than one year, if any, are not annualized. |
(c) | Annualized for periods less than one year. |
(d) | The investment advisor and other service providers waived or reimbursed a portion of their fees. |
| Effective March 9, 2012, the Fund acquired all the assets and liabilities of the Wilmington Multi-Manager International Fund, a series of WT Mutual Fund (the WT Fund). The financial highlights for the period prior to this date reflect the performance of the WT Fund. |
* | Year end changed from June 30 to April 30. |
(Financial Highlights continued next page)
108 | August 31, 2016 / PROSPECTUS |
FINANCIAL HIGHLIGHTS (continued)
For a share outstanding throughout each period.
(a) | Per share numbers have been calculated using the average shares method. |
(b) | Represents less than $0.005. |
(c) | Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable. Total returns for periods of less than one year, if any, are not annualized. |
(d) | Annualized for periods less than one year. |
(e) | Ratio of expenses to average net assets was increased by 0.41% to include dividend and interest expenses related to securities sold short. |
(f) | The investment advisor and other service providers waived or reimbursed a portion of their fees. |
(g) | Expense ratio includes dividend and interest expense related to securities sold short. Excluding such dividend and interest expense, the ratio of expenses to average net assets for the years and the periods presented would be: |
Class A | Class I | |||||||
April 30, 2016 |
2.15% | 1.90% | ||||||
April 30, 2015 |
2.19% | 1.95% | ||||||
April 30, 2014 |
2.23% | 1.98% | ||||||
April 30, 2013 |
2.24% | 1.98% | ||||||
April 30, 2012 |
2.48% | 1.98% |
(h) | Represents less than 0.005%. |
* | Commencement of operations. |
(Financial Highlights continued next page)
PROSPECTUS / August 31, 2016 | 109 |
FINANCIAL HIGHLIGHTS (continued)
For a share outstanding throughout each period.
(a) | Per share numbers have been calculated using the average shares method. |
(b) | Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable. Total returns for periods of less than one year, if any, are not annualized. |
(c) | Annualized for periods less than one year. |
(d) | The investment advisor and other service providers waived or reimbursed a portion of their fees. |
| Effective March 9, 2012, the Fund acquired all of the assets and liabilities of the Wilmington Multi-Manager Real Asset Fund, a series of WT Mutual Fund (the WT Fund). The financial highlights for the periods prior to that date reflect the performance of the WT Fund. |
* | Year end changed from June 30 to April 30. |
(Financial Highlights continued next page)
110 | August 31, 2016 / PROSPECTUS |
FINANCIAL HIGHLIGHTS (continued)
For a share outstanding throughout each period.
WILMINGTON STRATEGIC ALLOCATION CONSERVATIVE FUND |
|
|||||||||||||||||||||||
CLASS A |
Year Ended
April 30, 2016 |
Year Ended
April 30, 2015 |
Year Ended
April 30, 2014 |
Year Ended
April 30, 2013 |
For the Period
April 30, 2012* |
Year Ended
June 30, 2011 |
||||||||||||||||||
Net Asset Value, Beginning of Year | $10.97 | $10.95 | $11.03 | $10.61 | $10.60 | $ 9.66 | ||||||||||||||||||
Income (Loss) From Operations: | ||||||||||||||||||||||||
Net Investment Income (Loss)(a) |
0.12 | 0.09 | 0.12 | 0.18 | 0.17 | 0.26 | ||||||||||||||||||
Net Realized and Unrealized Gain (Loss) on Investments |
(0.29 | ) | 0.27 | 0.05 | 0.45 | 0.05 | 0.95 | |||||||||||||||||
|
|
|||||||||||||||||||||||
Total Income (Loss) From Operations | (0.17 | ) | 0.36 | 0.17 | 0.63 | 0.22 | 1.21 | |||||||||||||||||
|
|
|||||||||||||||||||||||
Less Distributions From: | ||||||||||||||||||||||||
Net Investment Income |
(0.14 | ) | (0.12 | ) | (0.17 | ) | (0.21 | ) | (0.21 | ) | (0.27 | ) | ||||||||||||
Net Realized Gains |
(0.19 | ) | (0.22 | ) | (0.08 | ) | | | | |||||||||||||||
|
|
|||||||||||||||||||||||
Total Distributions | (0.33 | ) | (0.34 | ) | (0.25 | ) | (0.21 | ) | (0.21 | ) | (0.27 | ) | ||||||||||||
|
|
|||||||||||||||||||||||
Net Asset Value, End of Year | $10.47 | $10.97 | $10.95 | $11.03 | $10.61 | $10.60 | ||||||||||||||||||
|
|
|||||||||||||||||||||||
Total Return(b) | (1.50 | )% | 3.28 | % | 1.60 | % | 5.97 | % | 2.15 | % | 12.58 | % | ||||||||||||
Net Assets, End of Year (000s) | $3,197 | $3,615 | $4,608 | $6,016 | $7,003 | $8,003 | ||||||||||||||||||
Ratios to Average Net Assets | ||||||||||||||||||||||||
Gross Expense(c) |
1.48 | % | 1.44 | % | 1.41 | % | 1.35 | % | 0.77 | %(d) | 0.60 | % | ||||||||||||
Net Expenses(c)(e) |
0.78 | % | 0.85 | % | 0.75 | % | 0.72 | % | 0.63 | %(d) | 0.60 | % | ||||||||||||
Net Investment Income (Loss) |
1.13 | % | 0.83 | % | 1.10 | % | 1.71 | % | 1.95 | %(d) | 2.54 | % | ||||||||||||
Portfolio Turnover Rate | 33 | % | 24 | % | 33 | % | 29 | % | 37 | % | 26 | % | ||||||||||||
CLASS I |
Year Ended
April 30, 2016 |
Year Ended
April 30, 2015 |
Year Ended
April 30, 2014 |
Year Ended
April 30, 2013 |
For the Period
April 30, 2012* |
Year Ended
June 30, 2011 |
||||||||||||||||||
Net Asset Value, Beginning of Year | $11.00 | $10.97 | $11.05 | $10.64 | $10.62 | $ 9.67 | ||||||||||||||||||
Income (Loss) From Operations: | ||||||||||||||||||||||||
Net Investment Income (Loss)(a) |
0.15 | 0.12 | 0.15 | 0.21 | 0.19 | 0.29 | ||||||||||||||||||
Net Realized and Unrealized Gain (Loss) on Investments |
(0.29 | ) | 0.28 | 0.05 | 0.43 | 0.06 | 0.95 | |||||||||||||||||
|
|
|||||||||||||||||||||||
Total Income (Loss) From Operations | (0.14 | ) | 0.40 | 0.20 | 0.64 | 0.25 | 1.24 | |||||||||||||||||
|
|
|||||||||||||||||||||||
Less Distributions From: | ||||||||||||||||||||||||
Net Investment Income |
(0.17 | ) | (0.15 | ) | (0.20 | ) | (0.23 | ) | (0.23 | ) | (0.29 | ) | ||||||||||||
Net Realized Gains |
(0.19 | ) | (0.22 | ) | (0.08 | ) | | | | |||||||||||||||
|
|
|||||||||||||||||||||||
Total Distributions | (0.36 | ) | (0.37 | ) | (0.28 | ) | (0.23 | ) | (0.23 | ) | (0.29 | ) | ||||||||||||
|
|
|||||||||||||||||||||||
Net Asset Value, End of Year | $10.50 | $11.00 | $10.97 | $11.05 | $10.64 | $10.62 | ||||||||||||||||||
|
|
|||||||||||||||||||||||
Total Return(b) | (1.24 | )% | 3.63 | % | 1.85 | % | 6.13 | % | 2.44 | % | 12.96 | % | ||||||||||||
Net Assets, End of Year (000s) | $31,347 | $34,619 | $37,653 | $41,918 | $45,299 | $55,226 | ||||||||||||||||||
Ratios to Average Net Assets | ||||||||||||||||||||||||
Gross Expense(c) |
1.23 | % | 1.19 | % | 1.16 | % | 1.10 | % | 0.52 | %(d) | 0.35 | % | ||||||||||||
Net Expenses(c)(e) |
0.53 | % | 0.60 | % | 0.50 | % | 0.47 | % | 0.38 | %(d) | 0.35 | % | ||||||||||||
Net Investment Income (Loss) |
1.38 | % | 1.07 | % | 1.34 | % | 1.95 | % | 2.20 | %(d) | 2.81 | % | ||||||||||||
Portfolio Turnover Rate | 33 | % | 24 | % | 33 | % | 29 | % | 37 | % | 26 | % |
(a) | Per share numbers have been calculated using the average shares method. |
(b) | Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable. Total returns for periods of less than one year, if any, are not annualized. |
(c) | The Fund invests in other underlying funds and indirectly bears its proportionate share of fees and expenses incurred by the underlying funds in which the Fund is invested. This ratio does not include these indirect fees and expenses. |
(d) | Annualized for periods less than one year. |
(e) | The investment advisor and other service providers waived or reimbursed a portion of their fees. |
| Effective March 9, 2012, the Fund acquired all of the assets and liabilities of the Wilmington Conservative Asset Allocation Fund, a series of WT Mutual Fund (the WT Fund). The financial highlights for the periods prior to that date reflect the performance of the WT Fund. |
* | Year end changed from June 30 to April 30. |
(Financial Highlights continued next page)
PROSPECTUS / August 31, 2016 | 111 |
FINANCIAL HIGHLIGHTS (continued)
For a share outstanding throughout each year ended April 30, unless otherwise noted:
WILMINGTON STRATEGIC ALLOCATION MODERATE FUND |
|
|||||||||||||||||||
CLASS A |
Year Ended
April 30, 2016 |
Year Ended
April 30, 2015 |
Year Ended
April 30, 2014 |
Year Ended
April 30, 2013 |
Year Ended
April 30, 2012 |
|||||||||||||||
Net Asset Value, Beginning of Year | $10.98 | $10.47 | $ 9.86 | $ 9.26 | $ 9.70 | |||||||||||||||
Income (Loss) From Operations: | ||||||||||||||||||||
Net Investment Income (Loss)(a) |
0.12 | 0.10 | 0.10 | 0.13 | 0.11 | |||||||||||||||
Net Realized and Unrealized Gain (Loss) on Investments |
(0.53 | ) | 0.53 | 0.62 | 0.61 | (0.42 | ) | |||||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations | (0.41 | ) | 0.63 | 0.72 | 0.74 | (0.31 | ) | |||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: | ||||||||||||||||||||
Net Investment Income |
(0.15 | ) | (0.12 | ) | (0.11 | ) | (0.14 | ) | (0.12 | ) | ||||||||||
Net Realized Gains |
(0.02 | ) | | | | (0.01 | ) | |||||||||||||
|
|
|||||||||||||||||||
Total Distributions | (0.17 | ) | (0.12 | ) | (0.11 | ) | (0.14 | ) | (0.13 | ) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year | $10.40 | $10.98 | $10.47 | $ 9.86 | $ 9.26 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(b) | (3.70 | )% | 6.09 | % | 7.34 | % | 8.12 | % | (3.13 | )% | ||||||||||
Net Assets, End of Year (000s) | $44,607 | $52,860 | $57,317 | $60,640 | $65,285 | |||||||||||||||
Ratios to Average Net Assets | ||||||||||||||||||||
Gross Expense(c) |
1.52 | % | 1.46 | % | 1.45 | % | 1.45 | % | 1.64 | % | ||||||||||
Net Expenses(c)(d) |
0.74 | % | 0.80 | % | 0.84 | % | 0.84 | % | 0.79 | % | ||||||||||
Net Investment Income (Loss) |
1.14 | % | 0.90 | % | 0.94 | % | 1.36 | % | 1.26 | % | ||||||||||
Portfolio Turnover Rate | 52 | % | 23 | % | 54 | % | 32 | % | 41 | % | ||||||||||
CLASS I |
Year Ended
April 30, 2016 |
Year Ended
April 30, 2015 |
Year Ended
April 30, 2014 |
Year Ended
April 30, 2013 |
Year Ended
April 30, 2012 |
|||||||||||||||
Net Asset Value, Beginning of Year | $10.98 | $10.47 | $ 9.84 | $ 9.25 | $ 9.70 | |||||||||||||||
Income (Loss) From Operations: | ||||||||||||||||||||
Net Investment Income (Loss)(a) |
0.15 | 0.12 | 0.13 | 0.15 | 0.14 | |||||||||||||||
Net Realized and Unrealized Gain (Loss) on Investments |
(0.53 | ) | 0.54 | 0.63 | 0.61 | (0.43 | ) | |||||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations | (0.38 | ) | 0.66 | 0.76 | 0.76 | (0.29 | ) | |||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: | ||||||||||||||||||||
Net Investment Income |
(0.17 | ) | (0.15 | ) | (0.13 | ) | (0.17 | ) | (0.15 | ) | ||||||||||
Net Realized Gains |
(0.02 | ) | | | | (0.01 | ) | |||||||||||||
|
|
|||||||||||||||||||
Total Distributions | (0.19 | ) | (0.15 | ) | (0.13 | ) | (0.17 | ) | (0.16 | ) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year | $10.41 | $10.98 | $10.47 | $ 9.84 | $ 9.25 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(b) | (3.42 | )% | 6.35 | % | 7.76 | % | 8.29 | % | (2.87 | )% | ||||||||||
Net Assets, End of Year (000s) | $1,129 | $1,323 | $971 | $2,753 | $3,108 | |||||||||||||||
Ratios to Average Net Assets | ||||||||||||||||||||
Gross Expense(c) |
1.27 | % | 1.21 | % | 1.19 | % | 1.20 | % | 1.39 | % | ||||||||||
Net Expenses(c)(d) |
0.49 | % | 0.55 | % | 0.59 | % | 0.59 | % | 0.51 | % | ||||||||||
Net Investment Income (Loss) |
1.39 | % | 1.16 | % | 1.33 | % | 1.59 | % | 1.53 | % | ||||||||||
Portfolio Turnover Rate | 52 | % | 23 | % | 54 | % | 32 | % | 41 | % |
(a) | Per share numbers have been calculated using the average shares method. |
(b) | Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable. Total returns for periods of less than one year, if any, are not annualized. |
(c) | The Fund invests in other underlying funds and indirectly bears its proportionate share of fees and expenses incurred by the underlying funds in which the Fund is invested. This ratio does not include these indirect fees and expenses. |
(d) | The investment advisor and other service providers waived or reimbursed a portion of their fees. |
(Financial Highlights continued next page)
112 | August 31, 2016 / PROSPECTUS |
FINANCIAL HIGHLIGHTS (continued)
For a share outstanding throughout each period.
WILMINGTON STRATEGIC ALLOCATION AGGRESSIVE FUND |
|
|||||||||||||||||||||||
CLASS A |
Year Ended
April 30, 2016 |
Year Ended
April 30, 2015 |
Year Ended
April 30, 2014 |
Year Ended
April 30, 2013 |
For the Period
July 1, 2011
April 30, 2012* |
Year Ended
June 30, 2011 |
||||||||||||||||||
Net Asset Value, Beginning of Year | $12.16 | $11.35 | $10.21 | $ 9.20 | $ 9.33 | $ 7.49 | ||||||||||||||||||
Income (Loss) From Operations: | ||||||||||||||||||||||||
Net Investment Income (Loss)(a) |
0.06 | 0.02 | 0.04 | 0.10 | 0.05 | 0.14 | ||||||||||||||||||
Net Realized and Unrealized Gain (Loss) on Investments |
(0.70 | ) | 0.87 | 1.17 | 1.02 | (0.13 | ) | 1.85 | ||||||||||||||||
|
|
|||||||||||||||||||||||
Total Income (Loss) From Operations | (0.64 | ) | 0.89 | 1.21 | 1.12 | (0.08 | ) | 1.99 | ||||||||||||||||
|
|
|||||||||||||||||||||||
Less Distributions From: | ||||||||||||||||||||||||
Net Investment Income |
(0.10 | ) | (0.08 | ) | (0.07 | ) | (0.11 | ) | (0.05 | ) | (0.15 | ) | ||||||||||||
Net Realized Gains |
(0.31 | ) | | | | | | |||||||||||||||||
|
|
|||||||||||||||||||||||
Total Distributions | (0.41 | ) | (0.08 | ) | (0.07 | ) | (0.11 | ) | (0.05 | ) | (0.15 | ) | ||||||||||||
|
|
|||||||||||||||||||||||
Net Asset Value, End of Year | $11.11 | $12.16 | $11.35 | $10.21 | $ 9.20 | $ 9.33 | ||||||||||||||||||
|
|
|||||||||||||||||||||||
Total Return(b) | (5.32 | )% | 7.89 | % | 11.84 | % | 12.26 | % | (0.75 | )% | 26.66 | % | ||||||||||||
Net Assets, End of Year (000s) | $2,439 | $2,731 | $2,974 | $3,205 | $3,074 | $3,502 | ||||||||||||||||||
Ratios to Average Net Assets | ||||||||||||||||||||||||
Gross Expense(c) |
1.59 | % | 1.48 | % | 1.50 | % | 1.46 | % | 0.88 | %(d) | 0.67 | % | ||||||||||||
Net Expenses(c)(e) |
0.87 | % | 0.97 | % | 0.95 | % | 0.87 | % | 0.73 | %(d) | 0.67 | % | ||||||||||||
Net Investment Income (Loss) |
0.48 | % | 0.19 | % | 0.34 | % | 1.10 | % | 0.75 | %(d) | 1.64 | % | ||||||||||||
Portfolio Turnover Rate | 51 | % | 20 | % | 72 | % | 43 | % | 17 | % | 34 | % | ||||||||||||
CLASS I |
Year Ended
April 30, 2016 |
Year
Ended
April 30, 2015 |
Year Ended
April 30, 2014 |
Year Ended
April 30, 2013 |
For the Period
April 30, 2012* |
Year Ended
June 30, 2011 |
||||||||||||||||||
Net Asset Value, Beginning of Year | $12.21 | $11.39 | $10.24 | $ 9.22 | $ 9.35 | $ 7.51 | ||||||||||||||||||
Income (Loss) From Operations: | ||||||||||||||||||||||||
Net Investment Income (Loss)(a) |
0.08 | 0.05 | 0.06 | 0.13 | 0.07 | 0.17 | ||||||||||||||||||
Net Realized and Unrealized Gain (Loss) on Investments |
(0.69 | ) | 0.87 | 1.18 | 1.02 | (0.13 | ) | 1.84 | ||||||||||||||||
|
|
|||||||||||||||||||||||
Total Income (Loss) From Operations | (0.61 | ) | 0.92 | 1.24 | 1.15 | (0.06 | ) | 2.01 | ||||||||||||||||
|
|
|||||||||||||||||||||||
Less Distributions From: | ||||||||||||||||||||||||
Net Investment Income |
(0.11 | ) | (0.10 | ) | (0.09 | ) | (0.13 | ) | (0.07 | ) | (0.17 | ) | ||||||||||||
Net Realized Gains |
(0.31 | ) | | | | | | |||||||||||||||||
|
|
|||||||||||||||||||||||
Total Distributions | (0.42 | ) | (0.10 | ) | (0.09 | ) | (0.13 | ) | (0.07 | ) | (0.17 | ) | ||||||||||||
|
|
|||||||||||||||||||||||
Net Asset Value, End of Year | $11.18 | $12.21 | $11.39 | $10.24 | $ 9.22 | $ 9.35 | ||||||||||||||||||
|
|
|||||||||||||||||||||||
Total Return(b) | (5.01 | )% | 8.08 | % | 12.11 | % | 12.62 | % | (0.62 | )% | 26.91 | % | ||||||||||||
Net Assets, End of Year (000s) | $25,698 | $30,462 | $35,392 | $35,826 | $39,257 | $51,887 | ||||||||||||||||||
Ratios to Average Net Assets | ||||||||||||||||||||||||
Gross Expense(c) |
1.34 | % | 1.23 | % | 1.25 | % | 1.21 | % | 0.61 | %(d) | 0.42 | % | ||||||||||||
Net Expenses(c)(e) |
0.62 | % | 0.72 | % | 0.70 | % | 0.62 | % | 0.48 | %(d) | 0.42 | % | ||||||||||||
Net Investment Income (Loss) |
0.74 | % | 0.46 | % | 0.58 | % | 1.38 | % | 1.02 | %(d) | 1.89 | % | ||||||||||||
Portfolio Turnover Rate | 51 | % | 20 | % | 72 | % | 43 | % | 17 | % | 34 | % |
(a) | Per share numbers have been calculated using the average shares method. |
(b) | Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable. Total returns for periods of less than one year, if any, are not annualized. |
(c) | The Fund invests in other underlying funds and indirectly bears its proportionate share of fees and expenses incurred by the underlying funds in which the Fund is invested. This ratio does not include these indirect fees and expenses. |
(d) | Annualized for periods less than one year. |
(e) | The investment advisor and other service providers waived or reimbursed a portion of their fees. |
| Effective March 9, 2012, the Fund acquired all of the assets and liabilities of the Wilmington Aggressive Asset Allocation Fund, a series of WT Mutual Fund (the WT Fund). The financial highlights for the periods prior to that date reflect the performance of the WT Fund. |
* | Year end changed from June 30 to April 30. |
(Financial Highlights continued next page)
PROSPECTUS / August 31, 2016 | 113 |
FINANCIAL HIGHLIGHTS (continued)
For a share outstanding throughout each year ended April 30, unless otherwise noted:
WILMINGTON INTERMEDIATE-TERM BOND FUND |
|
|||||||||||||||||||
CLASS A |
Year Ended
April 30, 2016 |
Year
Ended
April 30, 2015 |
Year
Ended
April 30, 2014 |
Year
Ended
April 30, 2013 |
Year
Ended
April 30, 2012 |
|||||||||||||||
Net Asset Value, Beginning of Year | $10.02 | $10.10 | $10.60 | $10.64 | $10.76 | |||||||||||||||
Income (Loss) From Operations: | ||||||||||||||||||||
Net Investment Income (Loss)(a) |
0.13 | 0.13 | 0.14 | 0.18 | 0.24 | |||||||||||||||
Net Realized and Unrealized Gain (Loss) on Investments |
0.03 | 0.09 | (0.19 | ) | 0.13 | 0.28 | ||||||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations | 0.16 | 0.22 | (0.05 | ) | 0.31 | 0.52 | ||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: | ||||||||||||||||||||
Net Investment Income |
(0.13 | ) | (0.13 | ) | (0.15 | ) | (0.19 | ) | (0.25 | ) | ||||||||||
Net Realized Gains |
(0.04 | ) | (0.17 | ) | (0.30 | ) | (0.16 | ) | (0.39 | ) | ||||||||||
|
|
|||||||||||||||||||
Total Distributions | (0.17 | ) | (0.30 | ) | (0.45 | ) | (0.35 | ) | (0.64 | ) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year | $10.01 | $10.02 | $10.10 | $10.60 | $10.64 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(b) | 1.62 | % | 2.14 | % | (0.40 | )% | 2.90 | % | 4.96 | % | ||||||||||
Net Assets, End of Year (000s) | $3,509 | $4,389 | $5,279 | $9,730 | $12,961 | |||||||||||||||
Ratios to Average Net Assets | ||||||||||||||||||||
Gross Expense |
1.18 | % | 1.15 | % | 1.12 | % | 1.14 | % | 1.35 | % | ||||||||||
Net Expenses(c) |
0.85 | % | 0.89 | % | 0.91 | % | 0.94 | % | 1.00 | % | ||||||||||
Net Investment Income (Loss) |
1.34 | % | 1.25 | % | 1.38 | % | 1.69 | % | 2.22 | % | ||||||||||
Portfolio Turnover Rate | 32 | % | 45 | % | 43 | % | 52 | % | 253 | % | ||||||||||
CLASS I |
Year
Ended
April 30, 2016 |
Year
Ended
April 30, 2015 |
Year
Ended
April 30, 2014 |
Year
Ended
April 30, 2013 |
Year
Ended
April 30, 2012 |
|||||||||||||||
Net Asset Value, Beginning of Year | $10.03 | $10.10 | $10.60 | $10.65 | $10.77 | |||||||||||||||
Income (Loss) From Operations: | ||||||||||||||||||||
Net Investment Income (Loss)(a) |
0.17 | 0.16 | 0.17 | 0.22 | 0.28 | |||||||||||||||
Net Realized and Unrealized Gain (Loss) on Investments |
0.03 | 0.10 | (0.18 | ) | 0.11 | 0.27 | ||||||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations | 0.20 | 0.26 | (0.01 | ) | 0.33 | 0.55 | ||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: | ||||||||||||||||||||
Net Investment Income |
(0.17 | ) | (0.16 | ) | (0.19 | ) | (0.22 | ) | (0.28 | ) | ||||||||||
Net Realized Gains |
(0.04 | ) | (0.17 | ) | (0.30 | ) | (0.16 | ) | (0.39 | ) | ||||||||||
|
|
|||||||||||||||||||
Total Distributions | (0.21 | ) | (0.33 | ) | (0.49 | ) | (0.38 | ) | (0.67 | ) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year | $10.02 | $10.03 | $10.10 | $10.60 | $10.65 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(b) | 1.94 | % | 2.57 | % | (0.09 | )% | 3.15 | % | 5.33 | % | ||||||||||
Net Assets, End of Year (000s) | $120,406 | $126,574 | $136,516 | $201,572 | $253,419 | |||||||||||||||
Ratios to Average Net Assets | ||||||||||||||||||||
Gross Expense |
0.93 | % | 0.93 | % | 0.91 | % | 0.89 | % | 1.09 | % | ||||||||||
Net Expenses(c) |
0.53 | % | 0.57 | % | 0.60 | % | 0.60 | % | 0.64 | % | ||||||||||
Net Investment Income (Loss) |
1.66 | % | 1.57 | % | 1.69 | % | 2.03 | % | 2.58 | % | ||||||||||
Portfolio Turnover Rate | 32 | % | 45 | % | 43 | % | 52 | % | 253 | % |
(a) | Per share numbers have been calculated using the average shares method. |
(b) | Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable. Total returns for periods of less than one year, if any, are not annualized. |
(c) | The investment advisor and other service providers waived or reimbursed a portion of their fees. |
(Financial Highlights continued next page)
114 | August 31, 2016 / PROSPECTUS |
FINANCIAL HIGHLIGHTS (continued)
For a share outstanding throughout each year ended April 30, unless otherwise noted:
WILMINGTON BROAD MARKET BOND FUND |
|
|||||||||||||||||||
CLASS A |
Year
Ended
April 30, 2016 |
Year
Ended
April 30, 2015 |
Year
Ended
April 30, 2014 |
Year
Ended
April 30, 2013 |
Year
Ended
April 30, 2012 |
|||||||||||||||
Net Asset Value, Beginning of Year | $ 9.95 | $ 9.80 | $10.19 | $10.23 | $10.16 | |||||||||||||||
Income (Loss) From Operations: | ||||||||||||||||||||
Net Investment Income (Loss)(a) |
0.18 | 0.17 | 0.20 | 0.23 | 0.32 | |||||||||||||||
Net Realized and Unrealized Gain (Loss)on Investments |
0.02 | 0.19 | (0.21 | ) | 0.17 | 0.33 | ||||||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations | 0.20 | 0.36 | (0.01 | ) | 0.40 | 0.65 | ||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: | ||||||||||||||||||||
Net Investment Income |
(0.20 | ) | (0.19 | ) | (0.23 | ) | (0.25 | ) | (0.33 | ) | ||||||||||
Net Realized Gains |
(0.01 | ) | (0.02 | ) | (0.15 | ) | (0.19 | ) | (0.25 | ) | ||||||||||
|
|
|||||||||||||||||||
Total Distributions | (0.21 | ) | (0.21 | ) | (0.38 | ) | (0.44 | ) | (0.58 | ) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year | $ 9.94 | $ 9.95 | $ 9.80 | $10.19 | $10.23 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(b) | 2.03 | % | 3.69 | % | (0.03 | )% | 3.93 | % | 6.54 | % | ||||||||||
Net Assets, End of Year (000s) | $5,206 | $5,726 | $5,983 | $6,951 | $8,431 | |||||||||||||||
Ratios to Average Net Assets | ||||||||||||||||||||
Gross Expense |
1.10 | % | 1.12 | % | 1.15 | % | 1.17 | % | 1.25 | % | ||||||||||
Net Expenses(c) |
0.88 | % | 0.94 | % | 0.98 | % | 0.99 | % | 1.00 | % | ||||||||||
Net Investment Income (Loss) |
1.85 | % | 1.74 | % | 2.09 | % | 2.23 | % | 3.12 | % | ||||||||||
Portfolio Turnover Rate | 44 | % | 45 | % | 113 | % | 106 | % | 93 | % | ||||||||||
CLASS I |
Year Ended
April 30, 2016 |
Year Ended
April 30, 2015 |
Year Ended
April 30, 2014 |
Year Ended
April 30, 2013 |
Year Ended
April 30, 2012 |
|||||||||||||||
Net Asset Value, Beginning of Year | $ 9.79 | $ 9.63 | $10.03 | $10.07 | $10.01 | |||||||||||||||
Income (Loss) From Operations: | ||||||||||||||||||||
Net Investment Income (Loss)(a) |
0.21 | 0.20 | 0.23 | 0.26 | 0.35 | |||||||||||||||
Net Realized and Unrealized Gain (Loss)on Investments |
0.02 | 0.20 | (0.22 | ) | 0.17 | 0.32 | ||||||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations | 0.23 | 0.40 | 0.01 | 0.43 | 0.67 | |||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: | ||||||||||||||||||||
Net Investment Income |
(0.23 | ) | (0.22 | ) | (0.26 | ) | (0.28 | ) | (0.36 | ) | ||||||||||
Net Realized Gains |
(0.01 | ) | (0.02 | ) | (0.15 | ) | (0.19 | ) | (0.25 | ) | ||||||||||
|
|
|||||||||||||||||||
Total Distributions | (0.24 | ) | (0.24 | ) | (0.41 | ) | (0.47 | ) | (0.61 | ) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year | $ 9.78 | $ 9.79 | $ 9.63 | $10.03 | $10.07 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(b) | 2.38 | % | 4.19 | % | 0.16 | % | 4.32 | % | 6.90 | % | ||||||||||
Net Assets, End of Year (000s) | $409,975 | $413,310 | $246,525 | $275,173 | $291,976 | |||||||||||||||
Ratios to Average Net Assets | ||||||||||||||||||||
Gross Expense |
0.85 | % | 0.88 | % | 0.92 | % | 0.92 | % | 1.00 | % | ||||||||||
Net Expenses(c) |
0.55 | % | 0.60 | % | 0.65 | % | 0.64 | % | 0.66 | % | ||||||||||
Net Investment Income (Loss) |
2.15 | % | 2.07 | % | 2.41 | % | 2.57 | % | 3.47 | % | ||||||||||
Portfolio Turnover Rate | 44 | % | 45 | % | 113 | % | 106 | % | 93 | % |
(a) | Per share numbers have been calculated using the average shares method. |
(b) | Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable. Total returns for periods of less than one year, if any, are not annualized. |
(c) | The investment advisor and other service providers waived or reimbursed a portion of their fees. |
(Financial Highlights continued next page)
PROSPECTUS / August 31, 2016 | 115 |
FINANCIAL HIGHLIGHTS (continued)
For a share outstanding throughout each year ended April 30, unless otherwise noted:
WILMINGTON SHORT-TERM BOND FUND |
|
|||||||||||||||||||
CLASS A |
Year
Ended
April 30, 2016 |
Year
Ended
April 30, 2015 |
Year
Ended
April 30, 2014 |
Year
Ended
April 30, 2013 |
Year
Ended
April 30, 2012 |
|||||||||||||||
Net Asset Value, Beginning of Year | $10.10 | $10.23 | $10.33 | $10.28 | $10.29 | |||||||||||||||
Income (Loss) From Operations: | ||||||||||||||||||||
Net Investment Income (Loss)(a) |
0.07 | 0.07 | 0.07 | 0.09 | 0.12 | |||||||||||||||
Net Realized and Unrealized Gain (Loss)on Investments |
0.02 | (0.02 | ) | 0.00 | (b) | 0.08 | 0.03 | |||||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations | 0.09 | 0.05 | 0.07 | 0.17 | 0.15 | |||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: | ||||||||||||||||||||
Net Investment Income |
(0.10 | ) | (0.06 | ) | (0.08 | ) | (0.09 | ) | (0.12 | ) | ||||||||||
Net Realized Gains |
(0.02 | ) | (0.12 | ) | (0.09 | ) | (0.03 | ) | (0.04 | ) | ||||||||||
|
|
|||||||||||||||||||
Total Distributions | (0.12 | ) | (0.18 | ) | (0.17 | ) | (0.12 | ) | (0.16 | ) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year | $10.07 | $10.10 | $10.23 | $10.33 | $10.28 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(c) | 0.87 | % | 0.51 | % | 0.68 | % | 1.66 | % | 1.48 | % | ||||||||||
Net Assets, End of Year (000s) | $7,796 | $10,495 | $2,785 | $3,129 | $8,912 | |||||||||||||||
Ratios to Average Net Assets | ||||||||||||||||||||
Gross Expense |
1.11 | % | 1.17 | % | 1.19 | % | 1.20 | % | 1.37 | % | ||||||||||
Net Expenses(d) |
0.73 | % | 0.78 | % | 0.83 | % | 0.86 | % | 0.86 | % | ||||||||||
Net Investment Income (Loss) |
0.71 | % | 0.71 | % | 0.64 | % | 0.89 | % | 1.16 | % | ||||||||||
Portfolio Turnover Rate | 104 | % | 138 | % | 196 | % | 110 | % | 73 | % | ||||||||||
CLASS I |
Year Ended
April 30, 2016 |
Year Ended
April 30, 2015 |
Year Ended
April 30, 2014 |
Year Ended
April 30, 2013 |
Year Ended
April 30, 2012 |
|||||||||||||||
Net Asset Value, Beginning of Year | $10.10 | $10.23 | $10.33 | $10.28 | $10.29 | |||||||||||||||
Income (Loss) From Operations: | ||||||||||||||||||||
Net Investment Income (Loss)(a) |
0.10 | 0.08 | 0.09 | 0.12 | 0.15 | |||||||||||||||
Net Realized and Unrealized Gain (Loss)on Investments |
0.01 | 0.00 | (b) | 0.00 | (b) | 0.08 | 0.03 | |||||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations | 0.11 | 0.08 | 0.09 | 0.20 | 0.18 | |||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: | ||||||||||||||||||||
Net Investment Income |
(0.12 | ) | (0.09 | ) | (0.10 | ) | (0.12 | ) | (0.15 | ) | ||||||||||
Net Realized Gains |
(0.02 | ) | (0.12 | ) | (0.09 | ) | (0.03 | ) | (0.04 | ) | ||||||||||
|
|
|||||||||||||||||||
Total Distributions | (0.14 | ) | (0.21 | ) | (0.19 | ) | (0.15 | ) | (0.19 | ) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year | $10.07 | $10.10 | $10.23 | $10.33 | $10.28 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(c) | 1.12 | % | 0.76 | % | 0.90 | % | 1.91 | % | 1.74 | % | ||||||||||
Net Assets, End of Year (000s) | $160,541 | $166,939 | $165,057 | $182,588 | $189,176 | |||||||||||||||
Ratios to Average Net Assets | ||||||||||||||||||||
Gross Expense |
0.86 | % | 0.96 | % | 0.97 | % | 0.96 | % | 1.11 | % | ||||||||||
Net Expenses(d) |
0.48 | % | 0.56 | % | 0.61 | % | 0.61 | % | 0.61 | % | ||||||||||
Net Investment Income (Loss) |
0.97 | % | 0.81 | % | 0.86 | % | 1.12 | % | 1.42 | % | ||||||||||
Portfolio Turnover Rate | 104 | % | 138 | % | 196 | % | 110 | % | 73 | % |
(a) | Per share numbers have been calculated using the average shares method. |
(b) | Represents less than $0.005. |
(c) | Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable. Total returns for periods of less than one year, if any, are not annualized. |
(d) | The investment advisor and other service providers waived or reimbursed a portion of their fees. |
(Financial Highlights continued next page)
116 | August 31, 2016 / PROSPECTUS |
FINANCIAL HIGHLIGHTS (continued)
For a share outstanding throughout each period:
WILMINGTON MUNICIPAL BOND FUND |
|
|||||||||||||||||||||||
CLASS A |
Year
Ended
April 30, 2016 |
Year
Ended
April 30, 2015 |
Year
Ended
April 30, 2014 |
Year
Ended
April 30, 2013 |
For the Period
April 30, 2012* |
Year
Ended
June 30, 2011 |
||||||||||||||||||
Net Asset Value, Beginning of Year | $13.41 | $13.40 | $13.75 | $13.79 | $13.18 | $13.22 | ||||||||||||||||||
Income (Loss) From Operations: | ||||||||||||||||||||||||
Net Investment Income (Loss)(a) |
0.23 | 0.25 | 0.27 | 0.24 | 0.29 | 0.42 | ||||||||||||||||||
Net Realized and Unrealized Gain (Loss)on Investments |
0.37 | 0.13 | (0.23 | ) | 0.27 | 0.78 | 0.04 | |||||||||||||||||
|
|
|||||||||||||||||||||||
Total Income (Loss) From Operations | 0.60 | 0.38 | 0.04 | 0.51 | 1.07 | 0.46 | ||||||||||||||||||
|
|
|||||||||||||||||||||||
Less Distributions From: | ||||||||||||||||||||||||
Net Investment Income |
(0.23 | ) | (0.25 | ) | (0.27 | ) | (0.24 | ) | (0.29 | ) | (0.42 | ) | ||||||||||||
Net Realized Gains |
(0.24 | ) | (0.12 | ) | (0.12 | ) | (0.31 | ) | (0.17 | ) | (0.08 | ) | ||||||||||||
|
|
|||||||||||||||||||||||
Total Distributions | (0.47 | ) | (0.37 | ) | (0.39 | ) | (0.55 | ) | (0.46 | ) | (0.50 | ) | ||||||||||||
|
|
|||||||||||||||||||||||
Net Asset Value, End of Year | $13.54 | $13.41 | $13.40 | $13.75 | $13.79 | $13.18 | ||||||||||||||||||
|
|
|||||||||||||||||||||||
Total Return(b) | 4.55 | % | 2.83 | % | 0.37 | % | 3.74 | % | 8.18 | % | 3.56 | % | ||||||||||||
Net Assets, End of Year (000s) | $38,182 | $41,607 | $17,128 | $21,435 | $708 | $758 | ||||||||||||||||||
Ratios to Average Net Assets | ||||||||||||||||||||||||
Gross Expense |
1.09 | % | 1.12 | % | 1.14 | % | 1.13 | % | 0.92 | %(c) | 0.86 | % | ||||||||||||
Net Expenses(d) |
0.74 | % | 0.79 | % | 0.86 | % | 0.86 | % | 0.87 | %(c) | 0.86 | % | ||||||||||||
Net Investment Income (Loss) |
1.69 | % | 1.84 | % | 2.00 | % | 1.74 | % | 2.56 | %(c) | 3.20 | % | ||||||||||||
Portfolio Turnover Rate | 32 | % | 50 | % | 38 | % | 38 | % | 52 | % | 30 | % | ||||||||||||
CLASS I |
Year
Ended
April 30, 2016 |
Year
Ended
April 30, 2015 |
Year
Ended
April 30, 2014 |
Year
Ended
April 30, 2013 |
For the Period
April 30, 2012* |
Year Ended June 30, 2011 |
||||||||||||||||||
Net Asset Value, Beginning of Year | $13.42 | $13.40 | $13.76 | $13.79 | $13.19 | $13.22 | ||||||||||||||||||
Income (Loss) From Operations: | ||||||||||||||||||||||||
Net Investment Income (Loss)(a) |
0.26 | 0.28 | 0.30 | 0.28 | 0.32 | 0.45 | ||||||||||||||||||
Net Realized and Unrealized Gain (Loss)on Investments |
0.37 | 0.15 | (0.24 | ) | 0.28 | 0.77 | 0.05 | |||||||||||||||||
|
|
|||||||||||||||||||||||
Total Income (Loss) From Operations | 0.63 | 0.43 | 0.06 | 0.56 | 1.09 | 0.50 | ||||||||||||||||||
|
|
|||||||||||||||||||||||
Less Distributions From: | ||||||||||||||||||||||||
Net Investment Income |
(0.26 | ) | (0.29 | ) | (0.30 | ) | (0.28 | ) | (0.32 | ) | (0.45 | ) | ||||||||||||
Net Realized Gains |
(0.24 | ) | (0.12 | ) | (0.12 | ) | (0.31 | ) | (0.17 | ) | (0.08 | ) | ||||||||||||
|
|
|||||||||||||||||||||||
Total Distributions | (0.50 | ) | (0.41 | ) | (0.42 | ) | (0.59 | ) | (0.49 | ) | (0.53 | ) | ||||||||||||
|
|
|||||||||||||||||||||||
Net Asset Value, End of Year | $13.55 | $13.42 | $13.40 | $13.76 | $13.79 | $13.19 | ||||||||||||||||||
|
|
|||||||||||||||||||||||
Total Return(b) | 4.81 | % | 3.17 | % | 0.55 | % | 4.06 | % | 8.33 | % | 3.90 | % | ||||||||||||
Net Assets, End of Year (000s) | $267,864 | $259,904 | $199,503 | $247,914 | $146,009 | $141,519 | ||||||||||||||||||
Ratios to Average Net Assets | ||||||||||||||||||||||||
Gross Expense |
0.84 | % | 0.88 | % | 0.89 | % | 0.90 | % | 0.68 | %(c) | 0.61 | % | ||||||||||||
Net Expenses(d) |
0.49 | % | 0.55 | % | 0.61 | % | 0.61 | % | 0.62 | %(c) | 0.61 | % | ||||||||||||
Net Investment Income (Loss) |
1.94 | % | 2.11 | % | 2.25 | % | 2.01 | % | 2.80 | %(c) | 3.44 | % | ||||||||||||
Portfolio Turnover Rate | 32 | % | 50 | % | 38 | % | 38 | % | 52 | % | 30 | % |
(a) | Per share numbers have been calculated using the average shares method. |
(b) | Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable. Total returns for periods of less than one year, if any, are not annualized. |
(c) | Annualized for periods less than one year. |
(d) | The investment advisor and other service providers waived or reimbursed a portion of their fees. |
* | Year end changed from June 30 to April 30. |
| Effective March 9, 2012, the Fund acquired all of the assets and liabilities of the Wilmington Municipal Bond Fund, a series of WT Mutual Fund (the WT Fund). The financial highlights for the periods prior to that date reflect the performance of the WT Fund. |
(Financial Highlights continued next page)
PROSPECTUS / August 31, 2016 | 117 |
FINANCIAL HIGHLIGHTS (continued)
For a share outstanding throughout each year ended April 30, unless otherwise noted:
WILMINGTON NEW YORK MUNICIPAL BOND FUND |
|
|||||||||||||||||||
CLASS A |
Year
Ended
April 30, 2016 |
Year
Ended
April 30, 2015 |
Year
Ended
April 30, 2014 |
Year
Ended
April 30, 2013 |
Year
Ended
April 30, 2012 |
|||||||||||||||
Net Asset Value, Beginning of Year | $10.66 | $10.56 | $10.75 | $10.59 | $10.08 | |||||||||||||||
Income (Loss) From Operations: | ||||||||||||||||||||
Net Investment Income (Loss)(a) |
0.19 | 0.21 | 0.19 | 0.21 | 0.28 | |||||||||||||||
Net Realized and Unrealized Gain (Loss)on Investments |
0.27 | 0.10 | (0.19 | ) | 0.16 | 0.51 | ||||||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations | 0.46 | 0.31 | 0.00 | 0.37 | 0.79 | |||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: | ||||||||||||||||||||
Net Investment Income |
(0.19 | ) | (0.21 | ) | (0.19 | ) | (0.21 | ) | (0.28 | ) | ||||||||||
Net Realized Gains |
(0.02 | ) | | | | | ||||||||||||||
|
|
|||||||||||||||||||
Total Distributions | (0.21 | ) | (0.21 | ) | (0.19 | ) | (0.21 | ) | (0.28 | ) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year | $10.91 | $10.66 | $10.56 | $10.75 | $10.59 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(b) | 4.32 | % | 2.91 | % | 0.04 | % | 3.48 | % | 7.99 | % | ||||||||||
Net Assets, End of Year (000s) | $20,197 | $22,691 | $24,301 | $31,239 | $35,099 | |||||||||||||||
Ratios to Average Net Assets | ||||||||||||||||||||
Gross Expense |
1.22 | % | 1.22 | % | 1.21 | % | 1.20 | % | 1.36 | % | ||||||||||
Net Expenses(c) |
0.84 | % | 0.84 | % | 0.84 | % | 0.84 | % | 0.84 | % | ||||||||||
Net Investment Income (Loss) |
1.76 | % | 1.93 | % | 1.79 | % | 1.94 | % | 2.73 | % | ||||||||||
Portfolio Turnover Rate | 24 | % | 31 | % | 34 | % | 41 | % | 87 | % | ||||||||||
CLASS I |
Year
Ended
April 30, 2016 |
Year
Ended
April 30, 2015 |
Year
Ended
April 30, 2014 |
Year
Ended
April 30, 2013 |
Year
Ended
April 30, 2012 |
|||||||||||||||
Net Asset Value, Beginning of Year | $10.67 | $10.57 | $10.76 | $10.60 | $10.08 | |||||||||||||||
Income (Loss) From Operations: | ||||||||||||||||||||
Net Investment Income (Loss)(a) |
0.22 | 0.23 | 0.21 | 0.23 | 0.31 | |||||||||||||||
Net Realized and Unrealized Gain (Loss)on Investments |
0.27 | 0.10 | (0.18 | ) | 0.16 | 0.52 | ||||||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations | 0.49 | 0.33 | 0.03 | 0.39 | 0.83 | |||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: | ||||||||||||||||||||
Net Investment Income |
(0.22 | ) | (0.23 | ) | (0.22 | ) | (0.23 | ) | (0.31 | ) | ||||||||||
Net Realized Gains |
(0.02 | ) | | | | | ||||||||||||||
|
|
|||||||||||||||||||
Total Distributions | (0.24 | ) | (0.23 | ) | (0.22 | ) | (0.23 | ) | (0.31 | ) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year | $10.92 | $10.67 | $10.57 | $10.76 | $10.60 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(b) | 4.58 | % | 3.17 | % | 0.30 | % | 3.74 | % | 8.33 | % | ||||||||||
Net Assets, End of Year (000s) | $63,704 | $63,702 | $69,325 | $78,471 | $74,913 | |||||||||||||||
Ratios to Average Net Assets | ||||||||||||||||||||
Gross Expense |
0.98 | % | 0.97 | % | 0.96 | % | 0.95 | % | 1.11 | % | ||||||||||
Net Expenses(c) |
0.59 | % | 0.59 | % | 0.59 | % | 0.59 | % | 0.59 | % | ||||||||||
Net Investment Income (Loss) |
2.01 | % | 2.18 | % | 2.05 | % | 2.18 | % | 2.99 | % | ||||||||||
Portfolio Turnover Rate | 24 | % | 31 | % | 34 | % | 41 | % | 87 | % |
(a) | Per share numbers have been calculated using the average shares method. |
(b) | Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable. Total returns for periods of less than one year, if any, are not annualized. |
(c) | The investment advisor and other service providers waived or reimbursed a portion of their fees. |
(Financial Highlights continued next page)
118 | August 31, 2016 / PROSPECTUS |
FINANCIAL HIGHLIGHTS (continued)
For a share outstanding throughout each year ended April 30, unless otherwise noted:
WILMINGTON U.S. GOVERNMENT MONEY MARKET FUND |
|
|||||||||||||||||||
ADMINISTRATIVE CLASS |
Year
Ended
April 30, 2016 |
Year
Ended
April 30, 2015 |
Year
Ended
April 30, 2014 |
Year
Ended
April 30, 2013 |
Year
Ended
April 30, 2012 |
|||||||||||||||
Net Asset Value, Beginning of Year | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | |||||||||||||||
Income (Loss) From Operations: | ||||||||||||||||||||
Net Investment Income |
0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | ||||||||||
Net Realized Gain (Loss) on Investments |
0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | ||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | |||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: | ||||||||||||||||||||
Net Investment Income |
(0.000 | )(a) | (0.000 | )(a) | (0.000 | )(a) | (0.000 | )(a) | (0.000 | )(a) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(b) | 0.02 | % | 0.01 | % | 0.01 | % | 0.01 | % | 0.01 | % | ||||||||||
Net Assets, End of Year (000s) | $1,619,679 | $1,556,286 | $1,673,462 | $1,885,193 | $1,801,115 | |||||||||||||||
Ratios to Average Net Assets | ||||||||||||||||||||
Gross Expense |
0.97 | % | 0.97 | % | 0.97 | % | 0.96 | % | 0.79 | % | ||||||||||
Net Expenses(c) |
0.18 | % | 0.07 | % | 0.08 | % | 0.15 | % | 0.12 | % | ||||||||||
Net Investment Income |
0.02 | % | 0.01 | % | 0.01 | % | 0.01 | % | 0.01 | % | ||||||||||
INSTITUTIONAL CLASS |
Year Ended
April 30, 2016 |
Year Ended
April 30, 2015 |
Year Ended
April 30, 2014 |
Year Ended
April 30, 2013 |
Period
Ended
April 30, 2012(d) |
|||||||||||||||
Net Asset Value, Beginning of Year | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | |||||||||||||||
Income (Loss) From Operations: | ||||||||||||||||||||
Net Investment Income |
0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | ||||||||||
Net Realized Gain (Loss) on Investments |
0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | ||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | |||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: | ||||||||||||||||||||
Net Investment Income |
(0.000 | )(a) | (0.000 | )(a) | (0.000 | )(a) | (0.000 | )(a) | (0.000 | )(a) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(b) | 0.02 | % | 0.01 | % | 0.01 | % | 0.01 | % | 0.00 | % | ||||||||||
Net Assets, End of Year (000s) | $12,840 | $26,079 | $83,595 | $25,683 | $85,322 | |||||||||||||||
Ratios to Average Net Assets | ||||||||||||||||||||
Gross Expense |
0.47 | % | 0.47 | % | 0.47 | % | 0.46 | % | 0.46 | %(e) | ||||||||||
Net Expenses(c) |
0.13 | % | 0.07 | % | 0.08 | % | 0.15 | % | 0.13 | %(e) | ||||||||||
Net Investment Income |
0.01 | % | 0.01 | % | 0.01 | % | 0.01 | % | 0.01 | %(e) | ||||||||||
SELECT CLASS |
Year Ended
April 30, 2016 |
Year Ended
April 30, 2015 |
Year Ended
April 30, 2014 |
Year Ended
April 30, 2013 |
Year Ended
April 30, 2012 |
|||||||||||||||
Net Asset Value, Beginning of Year | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | |||||||||||||||
Income (Loss) From Operations: | ||||||||||||||||||||
Net Investment Income |
0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | ||||||||||
Net Realized Gain (Loss) on Investments |
0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | ||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | |||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: | ||||||||||||||||||||
Net Investment Income |
(0.000 | )(a) | (0.000 | )(a) | (0.000 | )(a) | (0.000 | )(a) | (0.000 | )(a) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(b) | 0.02 | % | 0.01 | % | 0.01 | % | 0.01 | % | 0.01 | % | ||||||||||
Net Assets, End of Year (000s) | $976,287 | $1,005,503 | $889,158 | $1,164,388 | $1,213,146 | |||||||||||||||
Ratios to Average Net Assets | ||||||||||||||||||||
Gross Expense |
0.72 | % | 0.72 | % | 0.72 | % | 0.71 | % | 0.72 | % | ||||||||||
Net Expenses(c) |
0.18 | % | 0.07 | % | 0.08 | % | 0.15 | % | 0.12 | % | ||||||||||
Net Investment Income |
0.02 | % | 0.01 | % | 0.01 | % | 0.01 | % | 0.01 | % |
(Financial Highlights continued next page)
PROSPECTUS / August 31, 2016 | 119 |
FINANCIAL HIGHLIGHTS (continued)
WILMINGTON U.S. GOVERNMENT MONEY MARKET FUND (continued) |
|
|||||||||||||||||||
SERVICE CLASS |
Year Ended
April 30, 2016 |
Year
Ended
April 30, 2015 |
Year
Ended
April 30, 2014 |
Year
Ended
April 30, 2013 |
Year Ended
April 30, 2012 |
|||||||||||||||
Net Asset Value, Beginning of Year | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | |||||||||||||||
Income (Loss) From Operations: | ||||||||||||||||||||
Net Investment Income |
0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | ||||||||||
Net Realized Gain (Loss) on Investments |
0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | ||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | |||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: | ||||||||||||||||||||
Net Investment Income |
(0.000 | )(a) | (0.000 | )(a) | (0.000 | )(a) | (0.000 | )(a) | (0.000 | )(a) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(b) | 0.01 | % | 0.01 | % | 0.01 | % | 0.01 | % | 0.01 | % | ||||||||||
Net Assets, End of Year (000s) | $794,950 | $1,352,274 | $1,371,495 | $1,131,306 | $873,278 | |||||||||||||||
Ratios to Average Net Assets | ||||||||||||||||||||
Gross Expense |
0.97 | % | 0.97 | % | 0.97 | % | 0.96 | % | 0.97 | % | ||||||||||
Net Expenses(c) |
0.18 | % | 0.07 | % | 0.08 | % | 0.14 | % | 0.13 | % | ||||||||||
Net Investment Income |
0.01 | % | 0.01 | % | 0.01 | % | 0.01 | % | 0.01 | % |
(a) | Represents less than $0.001. |
(b) | Total returns for periods of less than one year, if any, are not annualized. |
(c) | The investment manager and other service providers voluntarily waived a portion of their fees. |
(d) | Reflects investment operations for the period from March 12, 2012 to April 30, 2012. |
(e) | Annualized for periods less than one year. |
(Financial Highlights continued next page)
120 | August 31, 2016 / PROSPECTUS |
FINANCIAL HIGHLIGHTS (concluded)
For a share outstanding throughout each year ended April 30, unless otherwise noted:
WILMINGTON U.S. TREASURY MONEY MARKET FUND |
|
|||||||||||||||||||
ADMINISTRATIVE CLASS |
Year Ended
April 30, 2016 |
Year Ended
April 30, 2015 |
Year Ended
April 30, 2014 |
Year Ended
April 30, 2013 |
Year Ended
April 30, 2012 |
|||||||||||||||
Net Asset Value, Beginning of Year | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | |||||||||||||||
Income (Loss) From Operations: | ||||||||||||||||||||
Net Investment Income |
0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | ||||||||||
Net Realized Gain (Loss) on Investments |
0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | ||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | |||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: | ||||||||||||||||||||
Net Investment Income |
(0.000 | )(a) | (0.000 | )(a) | (0.000 | )(a) | (0.000 | )(a) | (0.000 | )(a) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(b) | 0.01 | % | 0.00 | %(c) | 0.01 | % | 0.01 | % | 0.01 | % | ||||||||||
Net Assets, End of Year (000s) | $646,349 | $631,472 | $782,360 | $827,103 | $909,306 | |||||||||||||||
Ratios to Average Net Assets | ||||||||||||||||||||
Gross Expense |
0.99 | % | 0.98 | % | 0.97 | % | 0.97 | % | 0.80 | % | ||||||||||
Net Expenses(d) |
0.15 | % | 0.06 | % | 0.06 | % | 0.14 | % | 0.06 | % | ||||||||||
Net Investment Income |
0.01 | % | 0.00 | %(c) | 0.01 | % | 0.01 | % | 0.01 | % | ||||||||||
SELECT CLASS |
Year Ended
April 30, 2016 |
Year
Ended
April 30, 2015 |
Year
Ended
April 30, 2014 |
Year Ended
April 30, 2013 |
Year Ended
April 30, 2012 |
|||||||||||||||
Net Asset Value, Beginning of Year | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | |||||||||||||||
Income (Loss) From Operations: | ||||||||||||||||||||
Net Investment Income |
0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | ||||||||||
Net Realized Gain (Loss) on Investments |
0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | ||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | |||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: | ||||||||||||||||||||
Net Investment Income |
(0.000 | )(a) | (0.000 | )(a) | (0.000 | )(a) | (0.000 | )(a) | (0.000 | )(a) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(b) | 0.01 | % | 0.00 | %(c) | 0.01 | % | 0.01 | % | 0.01 | % | ||||||||||
Net Assets, End of Year (000s) | $242,597 | $264,955 | $314,375 | $386,574 | $210,231 | |||||||||||||||
Ratios to Average Net Assets | ||||||||||||||||||||
Gross Expense |
0.74 | % | 0.74 | % | 0.72 | % | 0.73 | % | 0.73 | % | ||||||||||
Net Expenses(d) |
0.15 | % | 0.06 | % | 0.06 | % | 0.14 | % | 0.06 | % | ||||||||||
Net Investment Income |
0.01 | % | 0.00 | %(c) | 0.01 | % | 0.01 | % | 0.01 | % | ||||||||||
SERVICE CLASS |
Year Ended
April 30, 2016 |
Year Ended
April 30, 2015 |
Year
Ended
April 30, 2014 |
Year Ended
April 30, 2013 |
Year Ended
April 30, 2012 |
|||||||||||||||
Net Asset Value, Beginning of Year | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | |||||||||||||||
Income (Loss) From Operations: | ||||||||||||||||||||
Net Investment Income |
0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | ||||||||||
Net Realized Gain (Loss) on Investments |
0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | ||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | |||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: | ||||||||||||||||||||
Net Investment Income |
(0.000 | )(a) | (0.000 | )(a) | (0.000 | )(a) | (0.000 | )(a) | (0.000 | )(a) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(b) | 0.01 | % | 0.00 | %(c) | 0.01 | % | 0.01 | % | 0.01 | % | ||||||||||
Net Assets, End of Year (000s) | $26 | $18 | $6 | $10,034 | $8,909 | |||||||||||||||
Ratios to Average Net Assets | ||||||||||||||||||||
Gross Expense |
0.97 | % | 0.99 | % | 0.97 | % | 0.97 | % | 0.99 | % | ||||||||||
Net Expenses(d) |
0.17 | % | 0.06 | % | 0.06 | % | 0.14 | % | 0.06 | % | ||||||||||
Net Investment Income |
0.01 | % | 0.00 | %(c) | 0.01 | % | 0.01 | % | 0.01 | % |
(a) | Represents less than $0.001. |
(b) | Total returns for periods of less than one year, if any, are not annualized. |
(c) | Represents less than 0.01%. |
(d) | The investment manager and other service providers voluntarily waived a portion of their fees. |
PROSPECTUS / August 31, 2016 | 121 |
For more information about Wilmington Funds
A Statement of Additional Information (SAI) dated August 31, 2016 is incorporated by reference into this prospectus. Additional information about the Funds investments is available in the SAI and in the Annual and Semi-Annual Reports to Shareholders of the Funds as they become available. The Annual Report to Shareholders provides a discussion of market conditions and investment strategies that significantly affected each Funds performance during its last fiscal year.
To obtain a free copy of the SAI, the Annual and Semi-Annual Reports to Shareholders when available, and to make inquiries or request other information without charge, call 1-800-836-2211 or visit the Funds website at www.wilmingtonfunds.com.
Securities and Exchange Commission (SEC)
You can also obtain the SAI or the Annual and Semi-Annual Reports to Shareholders, as well as other information about the Wilmington Funds, from the EDGAR database on the SECs website (http://www.sec.gov). You may review and copy documents at the SEC Public Reference Room in Washington, D.C. (For information, call 202-551-8090.) You may request documents by mail from the SEC, upon payment of a duplicating fee, by (1) writing to: Securities and Exchange Commission, Public Reference Section, Washington, D.C. 20549-1520 or (2) sending an electronic request to publicinfo@sec.gov.
Automated price, yield, and performance information is available 24 hours a day, 7 days a week by calling 1-800-836-2211.
Investment Company Act File No. 811-05514
Wilmington Funds | 1-800-836-2211 | www.wilmingtonfunds.com
WT-PRO-002-0816
STATEMENT OF ADDITIONAL INFORMATION
CLASS A SHARES, CLASS I SHARES, ADMINISTRATIVE CLASS SHARES,
SELECT CLASS SHARES, SERVICE CLASS SHARES AND INSTITUTIONAL CLASS SHARES
WILMINGTON FUNDS
Statement of Additional Information
August 31, 2016
WILMINGTON FUNDS
Equity Funds
Wilmington Large-Cap Strategy Fund
Class I (WMLIX)
Wilmington Multi-Manager International Fund
Class A (GVIEX) / Class I (MVIEX)
Alternatives Fund
Wilmington Multi-Manager Alternatives Fund
Class A (WRAAX) / Class I (WRAIX)
Asset Allocation Funds
Wilmington Multi-Manager Real Asset Fund
Class A (WMMRX) / Class I (WMRIX)
Wilmington Strategic Allocation Conservative Fund
Class A (WCAAX) / Class I (WCAIX)
Wilmington Strategic Allocation Moderate Fund
Class A (ARBAX) / Class I (ARGIX)
Wilmington Strategic Allocation Aggressive Fund
Class A (WAAAX) / Class I (WAAIX)
Fixed Income Funds
Wilmington Intermediate-Term Bond Fund
Class A (GVITX) / Class I (ARIFX)
Wilmington Broad Market Bond Fund
Class A (AKIRX) / Class I (ARKIX)
Wilmington Short-Term Bond Fund
Class A (MVSAX) / Class I (MVSTX)
Wilmington Municipal Bond Fund
Class A (WTABX) / Class I (WTAIX)
Wilmington New York Municipal Bond Fund
Class A (VNYFX) / Class I (VNYIX)
Money Market Funds
Wilmington U.S. Government Money Market Fund
Service Class (AGAXX) / Administrative Class (AIIXX)
Select Class (AKGXX) / Institutional Class (WGOXX)
Wilmington U.S. Treasury Money Market Fund
Service Class (VTSXX) / Administrative Class (ARMXX) Select Class (VSTXX)
This Statement of Additional Information (SAI) is not a prospectus. Read this SAI in conjunction with the prospectuses for the Funds dated August 31, 2016.
This SAI incorporates by reference the Wilmington Funds annual reports for the year ended April 30, 2016 for each of the Funds contained in this prospectus. A copy of the prospectus or annual reports may be obtained without charge by calling (800) 836-2211; in the Buffalo area call (716) 635-9368, or by visiting www.wilmingtonfunds.com .
CONTENTS | ||||
3 | ||||
4 | ||||
23 | ||||
29 | ||||
34 | ||||
35 | ||||
35 | ||||
39 | ||||
39 | ||||
39 | ||||
39 | ||||
55 | ||||
68 | ||||
101 | ||||
105 | ||||
106 | ||||
111 | ||||
123 |
28527 (8/16) |
WILMINGTON-SAI-005-0816 |
2
The Wilmington Funds (Trust), a Delaware statutory trust, offers separate series of shares representing interests in separate portfolios of securities (Funds). Each Fund covered by this SAI is a diversified portfolio of the Trust, except for the New York Municipal Bond Fund, which is a non-diversified portfolio of the Trust. On August 11, 2000, the Trust was organized to acquire all of the assets and liabilities of the VISION Group of Funds, Inc., a Maryland corporation that was originally incorporated under the laws of the State of Maryland on February 23, 1988, and registered as an open-end management investment company. The name of the Trust was changed to MTB Group of Funds (MTB Funds) on August 15, 2003. Through an internal reorganization on August 15, 2003 the Funds investment advisor changed from M&T Asset Management, a department of Manufacturers and Traders Trust Company (M&T Bank) to MTB Investment Advisors, Inc. (MTBIA), a subsidiary of M&T Bank. On May 16, 2011, M&T Bank, M&T Bank Corporation and MTB One, Inc., a wholly-owned subsidiary of M&T Bank, acquired Wilmington Trust Corporation (Wilmington Trust). Wilmington Trust was the parent company of Rodney Square Management Corporation (RSMC) and Wilmington Trust Investment Management, LLC (WTIM), the investment advisor and sub-advisor, respectively, of the funds within the WT Mutual Fund (WT Trust). In connection with M&T Banks acquisition of Wilmington Trust, at the close of business on March 9, 2012, the series of WT Trust were reorganized into series of MTB Funds. The Trust was renamed the Wilmington Funds. RSMC was renamed Wilmington Funds Management Corporation (WFMC or Advisor) and was appointed as the investment advisor of the Wilmington Funds. MTBIA was renamed Wilmington Trust Investment Advisors, Inc. (WTIA) and was appointed as sub-advisor of the Wilmington Funds. The Trust may offer separate series of shares representing interests in separate portfolios of securities.
3
SECURITIES IN WHICH THE FUNDS INVEST
SECURITIES DESCRIPTIONS AND TECHNIQUES
Following are descriptions of securities and techniques that each Fund may or may not pursue.
EQUITY SECURITIES
Equity securities represent a share of an issuers earnings and assets, after the issuer pays its liabilities. A Fund cannot predict the income it will receive from equity securities because issuers generally have discretion as to the payment of any dividends or distributions. However, equity securities offer greater potential for appreciation than many other types of securities, because their value increases directly with the value of the issuers business.
The following describes the types of equity securities in which a Fund may invest.
Common Stocks
Common stocks are the most prevalent type of equity security. Common stocks receive the issuers earnings 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.
Preferred Stocks
Preferred stocks have the right to receive specified dividends or distributions before the issuer makes payments on its common stock. Some preferred stocks also participate in dividends and distributions paid on common stock. Preferred stocks may also permit the issuer to redeem the stock. A Fund may also treat such redeemable preferred stock as a fixed income security.
4
Interests in Other Limited Liability Companies
Entities such as limited partnerships, limited liability companies, business trusts and companies organized outside the United States may issue securities comparable to common or preferred stocks.
Warrants
Warrants give a Fund the option to buy the issuers equity securities at a specified price (the exercise price) at a specified future date (the expiration date). The Fund may buy the designated securities by paying the exercise price before the expiration date. Warrants may become worthless if the price of the stock does not rise above the exercise price by the expiration date. This increases the market risks of warrants as compared to the underlying security. Rights are the same as warrants, except companies typically issue rights to existing stockholders.
FIXED INCOME SECURITIES
Fixed income securities pay interest, dividends or distributions at a specified rate. The rate may be a fixed percentage of the principal or adjusted periodically. In addition, the issuer of a fixed income security must repay the principal amount of the security, normally within a specified time. Fixed income securities 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.
A securitys yield measures the annual income earned on a security as a percentage of its price. A securitys yield will increase or decrease depending upon whether it costs less (a discount) or more (a premium) than the principal amount. If the issuer may redeem the security before its scheduled maturity, the price and yield on a discount or premium security may change based upon the probability of an early redemption. Securities with higher risks generally have higher yields.
The following describes the types of fixed income securities in which a Fund may invest.
Treasury Securities
Treasury securities are direct obligations of the federal government of the United States. Treasury securities are generally regarded as having the lowest credit risks.
Agency Securities
Agency securities are issued or guaranteed by a federal agency or other government sponsored entity (GSE) acting under federal authority. Some GSE securities are supported by the full faith and credit of the United States. These include the Government National Mortgage Association (Ginnie Mae), Small Business Administration, Farm Credit System Financial Assistance Corporation, Farmers Home Administration, Federal Financing Bank, General Services Administration, Department of Housing and Urban Development, Export-Import Bank, Overseas Private Investment Corporation, and Washington Metropolitan Area Transit Authority Bonds.
Other GSE securities receive support through federal subsidies, loans or other benefits. For example, the U.S. Treasury is authorized to purchase specified amounts of securities issued by (or otherwise make funds available to) the Federal Home Loan Bank System, Federal Home Loan Mortgage Corporation, Federal National Mortgage Association (Fannie Mae), Student Loan Marketing Association, and Tennessee Valley Authority in support of such obligations.
A few GSE securities have no explicit financial support, but are regarded as having implied support because the federal government sponsors their activities. These include the Farm Credit System, Financing Corporation, and Resolution Trust Corporation.
Investors regard agency securities as having low credit risks, but not as low as Treasury securities.
A Fund treats mortgage-backed securities guaranteed by a GSE as if issued or guaranteed by a federal agency. Although such a guarantee protects against credit risks, it does not reduce market and prepayment risks.
Inflation-Indexed Bonds
Inflation-indexed bonds are fixed income securities that are structured to provide protection against inflation. The value of the bonds principal or the interest income paid on the bond is adjusted to track changes in an official inflation measure. The U.S. Treasury uses the Consumer Price Index for Urban Consumers (CPI-U) as the inflation measure. The CPI-U is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy. Inflation-indexed bonds that are issued by a foreign government are generally adjusted to reflect a comparable inflation index that is calculated by that foreign government. There can be no assurance that the CPI-U or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States.
If the periodic adjustment rate measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds, even during a period of deflation. The current market value of the bonds, however, is not guaranteed and will fluctuate. A Fund may also invest in other inflation related bonds that may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.
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Corporate Debt Securities
Corporate debt securities are fixed income securities issued by businesses. Notes, bonds, debentures and commercial paper are the most prevalent types of corporate debt securities. A Fund may also purchase interests in bank loans to companies. The credit risks of corporate debt securities vary widely among issuers.
In addition, the credit risk of an issuers debt security may vary based on its priority for repayment. For example, higher ranking (senior) debt securities have a higher priority than lower ranking (subordinated) securities. This means that the issuer might not make payments on subordinated securities while continuing to make payments on senior securities. In addition, in the event of bankruptcy, holders of senior securities may receive amounts otherwise payable to the holders of subordinated securities. Some subordinated securities, such as trust preferred and capital securities notes, also permit the issuer to defer payments under certain circumstances. For example, insurance companies issue securities known as surplus notes that permit the insurance company to defer any payment that would reduce its capital below regulatory requirements.
Commercial Paper
Commercial paper is an issuers obligation with a maturity of less than nine months. Companies typically issue commercial paper to pay for current expenditures. Most issuers constantly reissue their commercial paper and use the proceeds (or bank loans) to repay maturing paper. If the issuer cannot continue to obtain liquidity in this fashion, its commercial paper may default. The short maturity of commercial paper reduces both the market and credit risks as compared to other debt securities of the same issuer.
Demand Instruments
Demand instruments are corporate debt securities that the issuer must repay upon demand. Other demand instruments require a third party, such as a dealer or bank, to repurchase the security for its face value upon demand. A Fund treats demand instruments as short-term securities, even though their stated maturity may extend beyond one year.
Taxable Municipal Securities
Municipal securities are issued by states, counties, cities and other political subdivisions and authorities. Although many municipal securities are exempt from federal income tax, a Fund may invest in taxable municipal securities.
Mortgage Backed Securities
Mortgage backed securities represent interests in pools of mortgages. The mortgages that comprise a pool normally have similar interest rates, maturities and other terms. Mortgages may have fixed or adjustable interest rates. Interests in pools of 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. An issuer of pass-through certificates gathers monthly payments from an underlying pool of mortgages. Then, the issuer deducts its fees and expenses and passes the balance of the payments onto the certificate holders once a month. Holders of pass-through certificates receive a pro rata share of all payments and pre-payments from the underlying mortgages. As a result, the holders assume all the prepayment risks of the underlying mortgages.
Collateralized Mortgage Obligations (CMOs)
CMOs, including interests in real estate mortgage investment conduits (REMICs), allocate payments and prepayments from an underlying pass-through certificate among holders of different classes of mortgage backed securities. This creates different prepayment and interest rate risks for each CMO class.
Sequential CMOs
In a sequential pay CMO, one class of CMOs receives all principal payments and prepayments. The next class of CMOs receives all principal payments after the first class is paid off. This process repeats for each sequential class of CMO. As a result, each class of sequential pay CMOs reduces the prepayment risks of subsequent classes.
PACs, TACs and Companion Classes
More sophisticated CMOs 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 prepayments in excess of the specified 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 risks by increasing the risks to their companion classes.
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IOs and POs
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 tend to increase in value when interest rates rise (and prepayments decrease), making IOs a useful hedge against interest rate risks.
Floaters and Inverse Floaters
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 interest rate 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.
Z Classes and Residual Classes
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, REMICs have residual interests that receive any mortgage payments not allocated to another REMIC class.
The degree of increased or decreased prepayment risks depends upon the structure of the CMOs. 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.
Asset Backed Securities
Asset backed securities are payable from pools of obligations other than mortgages. Most asset backed securities involve consumer or commercial debts with maturities of less than ten years. However, almost any type of fixed income assets (including other fixed income securities) may be used to create an asset backed security. Asset backed securities may take the form of commercial paper, notes, or pass through certificates. Asset backed securities have prepayment risks. Like CMOs, asset backed securities may be structured like Floaters, Inverse Floaters, IOs and POs.
Zero Coupon Securities
Zero coupon securities do not pay interest or principal until final maturity unlike debt securities that provide periodic payments of interest (referred to as a coupon payment). Investors buy zero coupon securities at a price below the amount payable at maturity. The difference between the purchase price and the amount paid at maturity represents interest on the zero coupon security. Investors must wait until maturity to receive interest and principal, which increases the market and credit risks of a zero coupon security.
There are many forms of zero coupon securities. Some are issued at a discount and are referred to as zero coupon or capital appreciation bonds. Others are created from interest bearing bonds by separating the right to receive the bonds coupon payments from the right to receive the bonds principal due at maturity, a process known as coupon stripping. Treasury STRIPs, IOs and POs are the most common forms of stripped zero coupon securities. In addition, some securities give the issuer the option to deliver additional securities in place of cash interest payments, thereby increasing the amount payable at maturity. These are referred to as pay-in-kind or PIK securities.
Bank Instruments
Bank instruments are unsecured interest bearing deposits with banks. Bank instruments include bank accounts, time deposits, certificates of deposit and bankers acceptances. Yankee instruments are denominated in U.S. dollars and issued by U.S. branches of foreign banks. Eurodollar instruments are denominated in U.S. dollars and issued by non-U.S. branches of U.S. or foreign banks.
Credit Enhancement
Common types of credit enhancement include guarantees, letters of credit, bond insurance and surety bonds. Credit enhancement also includes arrangements where securities or other liquid assets secure payment of a fixed income security. If a default occurs, these assets may be sold and the proceeds paid to securitys holders. Either form of credit enhancement reduces credit risks by providing another source of payment for a fixed income security.
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Convertible Securities
Convertible securities are fixed income securities that a 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, the Fund may hold fixed income securities that are convertible into shares of common stock at a conversion price of $10 per share. If the market value of the shares of common stock reached $12, the Fund could realize an additional $2 per share by converting its fixed income securities.
Convertible securities have lower yields than comparable fixed income securities. In addition, at the time a convertible security is issued the conversion price exceeds the market value of the underlying equity securities. 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. Convertible securities are also subject to risks that affect debt securities in general, and may be subordinate to other types of debt securities from the same issuer.
However, convertible securities permit a Fund to realize some of the potential appreciation of the underlying equity securities with less risk of losing its initial investment. The Equity Funds may invest in commercial paper rated below investment grade. See Risks Associated with Non-investment Grade Securities herein.
The Funds treat convertible securities as both fixed income and equity securities for purposes of their investment policies and limitations, because of their unique characteristics.
Exchange-Traded Notes
An exchange-traded note (ETN) is a senior, unsecured, unsubordinated debt security, registered under the Securities Act of 1933 and issued by a large financial institution. Repayment of the note is dependent on the continued creditworthiness of the issuer. An ETN is structured to provide exposure to the returns of a particular market or investment strategy. Its return is based on the performance of an underlying index, which may be well-known or may be designed by the issuer specifically for the purpose of constructing and issuing the ETN. The value of an ETN changes daily based on the performance of the related index, and the issuer calculates and disseminates that value to the market each day. An ETN does not pay interest or dividends. An investor may sell its ETN in the market, seek to redeem the note, or receive a payment at maturity.
Guaranteed Investment Contracts
The Fixed Income Funds and the Alternatives Fund may invest in guaranteed investment contracts (GIC). A GIC is a general obligation of an insurance company. A GIC is generally structured as a deferred annuity under which the purchaser agrees to pay a given amount of money to an insurer (either in a lump sum or in installments) and the insurer promises to pay interest at a guaranteed rate (either fixed or variable) for the life of the contract. Some GICs provide that the insurer may periodically pay discretionary excess interest over and above the guaranteed rate. At the GICs maturity, the purchaser generally is given the option of receiving payment or an annuity. Certain GICs may have features that permit redemption by the issuer at a discount from par value.
Generally, GICs are not assignable or transferable without the permission of the issuer. As a result, the acquisition of GICs is subject to the limitations applicable to each Funds acquisition of illiquid and restricted securities. The holder of a GIC is dependent on the creditworthiness of the issuer as to whether the issuer is able to meet its obligations. No Fund intends to invest more than 5% of its net assets in GICs.
Tax Exempt Securities
Tax exempt securities are fixed income securities that pay interest that is not subject to regular federal income taxes. Typically, states, counties, cities and other political subdivisions and authorities issue tax exempt securities. The market categorizes tax exempt securities by their source of repayment.
General Obligation Bonds
General obligation bonds are supported by the issuers power to exact property or other taxes. The issuer must impose and collect taxes sufficient to pay principal and interest on the bonds. However, the issuers authority to impose additional taxes may be limited by its charter or state law.
Special Revenue Bonds
Special revenue bonds are payable solely from specific revenues received by the issuer such as specific taxes, assessments, tolls, or fees. Bondholders may not collect from the municipalitys general taxes or revenues. For example, a municipality may issue bonds to build a toll road, and pledge the tolls to repay the bonds. Therefore, a shortfall in the tolls normally would result in a default on the bonds.
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Private Activity Bonds
Private activity bonds are special revenue bonds used to finance private entities. For example, a municipality may issue bonds to finance a new factory to improve its local economy. The municipality would lend the proceeds from its bonds to the company using the factory, and the company would agree to make loan payments sufficient to repay the bonds. The bonds would be payable solely from the companys loan payments, not from any other revenues of the municipality. Therefore, any default on the loan normally would result in a default on the bonds.
The interest on many types of private activity bonds is subject to the federal alternative minimum tax (AMT). A Fund may invest in bonds subject to AMT.
Tax Increment Financing Bonds
Tax increment financing (TIF) bonds are payable from increases in taxes or other revenues attributable to projects financed by the bonds. For example, a municipality may issue TIF bonds to redevelop a commercial area. The TIF bonds would be payable solely from any increase in sales taxes collected from merchants in the area. The bonds could default if merchants sales, and related tax collections, failed to increase as anticipated.
Variable Rate Demand Instruments
Variable rate demand instruments are tax exempt securities that require the issuer or a third party, such as a dealer or bank, to repurchase the security for its face value upon demand. The securities also pay interest at a variable rate intended to cause the securities to trade at their face value. A Fund treats variable rate demand instruments as short-term securities even though their maturity may extend beyond 397 days because, within 397 days, their variable interest rate adjusts in response to changes in market rates and the repayment of their principal amount can be demanded.
Municipal Securities
Municipal Securities are issued by states, counties, cities and other political subdivisions and authorities. Although many municipal securities are exempt from federal income tax, the Funds may invest in taxable municipal securities.
Municipal Notes
Municipal notes are short-term tax exempt securities. Many municipalities issue such notes to fund their current operations before collecting taxes or other municipal revenues. Municipalities may also issue notes to fund capital projects prior to issuing long-term bonds. The issuers typically repay the notes at the end of their fiscal year, either with taxes, other revenues or proceeds from newly issued notes or bonds.
Municipal Leases
Municipalities may enter into leases for equipment or facilities. In order to comply with state public financing laws, these leases are typically subject to annual appropriation. In other words, a municipality may end a lease, without penalty, by not providing for the lease payments in its annual budget. After the lease ends, the lessor can resell the equipment or facility but may lose money on the sale.
A Fund may invest in securities supported by pools of municipal leases. The most common type of lease backed securities is a certificate of participation (COPs). However, a Fund may also invest directly in individual leases.
Foreign Securities
Foreign securities are securities of issuers based outside the United States. The Funds consider an issuer to be based outside the United States if:
| it is organized under the laws of, or has a principal office located in, another country; |
| the principal trading market for its securities is in another country; or |
| it (or its subsidiaries) derived in its most current fiscal year at least 50% of its total assets, capitalization, gross revenue or profit from goods produced, services performed, or sales made in another country. |
Foreign securities are primarily denominated in foreign currencies. Along with the risks normally associated with domestic securities of the same type, foreign securities are subject to currency risks and risks of foreign investing. Trading in certain foreign markets is also subject to liquidity risks. Investments in foreign securities may, for some Funds, include securities from emerging markets.
Depositary Receipts
Depositary receipts represent interests in underlying securities issued by a foreign company. Depositary receipts are not traded in the same market as the underlying security. The foreign securities underlying American Depositary Receipts (ADRs) are traded in the United States. ADRs provide a way to buy shares of foreign-based companies in the United States rather than in overseas markets. ADRs are also traded in U.S. dollars, eliminating the need for foreign exchange transactions.
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Foreign Exchange Contracts
In order to convert U.S. dollars into the currency needed to buy a foreign security, or to convert foreign currency received from the sale of a foreign security into U.S. dollars, a Fund may enter into spot currency trades. In a spot trade, the Fund agrees to exchange one currency for another at the current exchange rate, with settlement typically in two days. The Fund may also enter into derivative contracts in which a foreign currency is an underlying asset as part of the funds investment strategy. The exchange rate for currency derivative contracts may be higher or lower than the spot exchange rate. Use of these derivative contracts may increase or decrease the Funds exposure to currency risks.
Foreign Government Securities
Foreign government securities generally consist of fixed income securities supported by national, state or provincial governments or similar political subdivisions. Foreign government securities also include debt obligations of supranational entities, such as international organizations designed or supported by governmental entities to promote economic reconstruction or development, international banking institutions and related government agencies. Examples of these include, but are not limited to, the International Bank for Reconstruction and Development (World Bank), the Asian Development Bank, the European Investment Bank and the Inter-American Development Bank.
Foreign government securities also include fixed income securities of quasi-governmental agencies that are either issued by entities owned by a national, state or equivalent government or are obligations of a political unit that are not backed by the national governments full faith and credit. Further, foreign government securities include mortgage-related securities issued or guaranteed by national, state or provincial governmental instrumentalities, including quasi-governmental agencies.
Foreign Currency and Related Transactions
The Equity Funds, Alternatives Fund and Asset Allocation Funds may purchase and sell foreign currency options and foreign currency futures contracts and related options, and may engage in foreign currency transactions either on a spot (cash) basis at the rate prevailing in the currency exchange market at the time or through forward currency contracts (forwards) with terms generally of less than one year. A Fund may engage in these transactions in order to protect against uncertainty in the level of future foreign exchange rates in the purchase and sale of securities. A Fund may also use foreign currency options, foreign currency futures contracts and foreign currency forward contracts to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another.
A Fund may enter into forwards that do not provide for physical settlement of the two currencies but instead are settled by a single cash payment calculated as the difference between the agreed upon exchange rate and the spot rate at settlement based upon an agreed upon notional amount (non-deliverable forwards). Under definitions adopted by the Commodity Futures Trading Commission (CFTC) and the U.S. Securities and Exchange Commission (SEC), non-deliverable forwards are considered swaps. Although non-deliverable forwards have historically been traded in the over-the-counter (OTC) market, as swaps they may in the future be required to be centrally cleared and traded on public facilities. Please see the discussion related to Swap Agreements and Options on Swap Agreements.
DERIVATIVE CONTRACTS
The Equity Funds, Alternatives Fund and Asset Allocation Funds may invest in a variety of derivative investments, to the extent permitted by their investment goals and policies, to seek income for hedging purposes, to seek to replicate the composition and performance of a particular index, to seek exposure to a particular asset class, for liquidity purposes or as part of their overall investment strategies. Some derivative investments a Fund may use are described below in this SAI. Segregated accounts will be maintained for all derivative transactions, to the extent required by the Investment Company Act of 1940, as amended (1940 Act). The Funds may purchase and sell (write) both put options and call options on securities, swap agreements, securities indexes, commodity indexes and foreign currencies, and enter into interest rate, foreign currency, index and commodity futures contracts and purchase and sell options on such futures contracts (futures options). The Funds 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 Funds also may enter into swap agreements with respect to interest rates, credit, inflation, commodities, and indexes of securities or commodities, and to the extent they may invest in foreign currency-denominated securities, may enter into swap agreements with respect to foreign currencies. See Swap Agreements and Options on Swap Agreements.
The Funds may invest in structured notes and indexed securities. 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. The terms of the structured and indexed securities may provide that in certain circumstances no principal is due at maturity and therefore, may result in a loss of invested capital. Structured and indexed securities may be positively or negatively indexed, so that appreciation of the reference index may produce an increase or a decrease in the interest rate or the value of the structured or indexed security at maturity may be calculated as a specified multiple of the change in the value of the reference; therefore, the value of such security may be very volatile. Structured and indexed securities may entail a greater degree of market risk than other types of debt securities because the investor bears the risk of the reference. Structured or indexed securities may also be more volatile, less liquid and more difficult to accurately price than less complex securities or more traditional debt securities.
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Other derivative investments the Fund may use include debt exchangeable for common stock of an issuer or equity-linked debt securities of an issuer. At maturity, the debt security is exchanged for common stock of the issuer or it is payable in an amount based on the price of the issuers common stock at the time of maturity. Both alternatives present a risk that the amount payable at maturity will be less than the principal amount of the debt because the price of the issuers common stock might not be as high as the investment advisor expected. If other types of financial instruments, including other types of options, futures contracts, or futures options are traded in the future, a Fund may also use those instruments, provided that such instruments are consistent with a Funds investment goal.
The value of some derivative instruments in which a Fund invests may be particularly sensitive to changes in prevailing interest rates, and, like the other investments of a Fund, the ability of a Fund to successfully utilize these instruments may depend in part upon the ability of the investment advisor to forecast interest rates and economic factors correctly. If the investment advisor incorrectly forecasts such factors and has taken positions in derivative instruments contrary to prevailing market trends, a Fund could be exposed to the risk of loss.
A Fund might not employ any of the derivative instruments or related strategies discussed, and no assurance can be given that any derivative instrument will perform as expected or that a strategy used will succeed. If the investment advisor incorrectly forecasts interest rates, market values or other economic factors in using a derivatives strategy for a 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. While some strategies involving derivative instruments can reduce the risk of loss, 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 a Fund to purchase or sell a portfolio security at a time that otherwise would be favorable or 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 a Fund to close out or to liquidate its derivatives positions. In addition, a Funds use of such instruments may cause the Fund to realize higher amounts of short-term capital gains (generally taxed at ordinary income tax rates) than if it had not used such instruments. For Funds that gain 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.
The use of derivatives contracts is subject to applicable regulations of the SEC, the several options and futures exchanges upon which they may be traded, and the CFTC. The Funds are operated by a person who has claimed an exclusion from the definition of the term commodity pool operator under the Commodity Exchange Act (CEA) and, therefore, are not subject to registration or regulation as a commodity pool operator under the CEA. On February 9, 2012, the CFTC adopted certain regulatory changes that would subject a registered investment company and its investment advisor to regulation by the CFTC if the registered investment company invests more than a prescribed level of its assets in futures and certain other instruments (such as commodity options and swaps, which in turn include non-deliverable currency forwards), or if the registered investment company markets itself as providing investment exposure to such instruments. A Fund that invests in these instruments may become subject to the CFTC regulatory requirements, and the disclosure and operations of such Fund would need to comply with applicable CFTC regulations. Compliance with these additional regulatory requirements would likely increase Fund expenses. Alternatively, a Fund may need to abandon or otherwise limit its investments in derivatives, which could deprive the Fund of the investment benefits that use of derivatives may provide. Other potentially adverse regulatory initiatives could also develop.
The Funds intend to qualify annually to be treated as regulated investment companies (RICs) under the Internal Revenue Code of 1986, as amended, (Code). To qualify as RICs, the Funds must invest in assets which produce types of income specified in the Code (Qualifying Income). Whether the income from derivatives, swaps, commodity-linked derivatives and other commodity/natural resource-related securities is Qualifying Income is unclear under current law. Accordingly, a Funds ability to invest in certain derivatives, swaps, commodity-linked derivatives and other commodity/natural resource-related securities may be restricted. Further, if a Fund does invest in these types of securities and the income is not determined to be Qualifying Income, it may cause such Fund to fail to qualify as a RIC under the Code. See Taxation of the Fund for additional information related to these restrictions.
Futures and Options on Futures
Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a specific security at a specified future time and at a specified price. An option on a futures contract gives the purchaser the right, in exchange for a premium, to assume a position in a futures contract at a specified exercise price during the term of the option. The Multi-Manager Alternatives Fund will reduce the risk that it will be unable to close out a futures contract by only entering into futures contracts that are traded on a national futures exchange regulated by the CFTC. To the extent the Multi-Manager Alternatives Fund uses futures and/or options on futures, it will do so in accordance with Rule 4.5 under the CEA.
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A Fund may buy and sell index futures contracts with respect to any index that is traded on a recognized exchange or board of trade. An index futures contract is a bilateral agreement pursuant to which two parties agree to take or make delivery of an amount of cash equal to a specified dollar amount times the difference between the index value at the close of trading of the contract and the price at which the futures contract is originally struck. No physical delivery of the securities comprising the index is made. Instead, settlement in cash must occur upon the termination of the contract, with the settlement being the difference between the contract price, and the actual level of the stock index at the expiration of the contract. Generally, contracts are closed out prior to the expiration date of the contract. The Fund may also invest in futures contracts on debt securities (Debt Futures) or options on Debt Futures.
When a Fund purchases or sells a futures contract, or sells an option thereon, the Fund is required to cover its position in order to limit the risk associated with the use of leverage and other related risks. To cover its position, the Fund may maintain with its custodian bank (and marked-to-market on a daily basis), a segregated account consisting of cash or liquid securities that, when added to any amounts deposited with a futures commission merchant as margin, are equal to the market value of the futures contract or otherwise cover its position in a manner consistent with the 1940 Act or the rules and SEC interpretations thereunder. If the Fund continues to engage in the described securities trading practices and properly segregates assets, the segregated account will function as a practical limit on the amount of leverage which the Fund may undertake and on the potential increase in the speculative character of the Funds outstanding portfolio securities. Additionally, such segregated accounts will generally assure the availability of adequate funds to meet the obligations of the Fund arising from such investment activities.
A Fund may also cover its long position in a futures contract by purchasing a put option on the same futures contract with a strike price (i.e., an exercise price) as high as or higher than the price of the futures contract. In the alternative, if the strike price of the put is less than the price of the futures contract, the Fund will maintain, in a segregated account, cash or liquid securities equal in value to the difference between the strike price of the put and the price of the futures contract. The Fund may also cover its long position in a futures contract by taking a short position in the instruments underlying the futures 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 taking positions in instruments with prices which are expected to move relatively consistently with the futures contract. The Fund may cover its short position in a futures contract by taking a long position in the instruments underlying the futures contract, or by taking positions in instruments with prices which are expected to move relatively consistently with the futures contract.
A Fund may cover its sale of a call option on a futures contract by taking a long position in the underlying futures contract at a price less than or equal to the strike price of the call option. In the alternative, if the long position in the underlying futures contract is established at a price greater than the strike price of the written (sold) call, the Fund will maintain in a segregated account cash or liquid securities equal in value to the difference between the strike price of the call and the price of the futures contract. The Fund may also cover its sale of a call option by taking positions in instruments with prices which are expected to move relatively consistently with the call option.
A Fund may cover its sale of a put option on a futures contract by taking a short position in the underlying futures contract at a price greater than or equal to the strike price of the put option, or, if the short position in the underlying futures contract is established at a price less than the strike price of the written put, the Fund will maintain in a segregated account cash or liquid securities equal in value to the difference between the strike price of the put and the price of the futures contract. The Fund may also cover its sale of a put option by taking positions in instruments with prices that are expected to move relatively consistently with the put option.
There are significant risks associated with a Funds use of futures contracts and related options, including the following: (1) the success of a hedging strategy may depend on the investment advisors or a sub-advisors ability to predict movements in the prices of individual securities, fluctuations in markets and movements in interest rates; (2) there may be an imperfect or no correlation between the changes in market value of the securities held by the Fund and the prices of futures and options on futures; (3) there may not be a liquid secondary market for a futures contract or option; (4) trading restrictions or limitations may be imposed by an exchange; (5) government regulations may restrict trading in futures contracts and options on futures; and (6) there is a risk of loss by the Fund of the margin deposits in the event of bankruptcy of the futures commission merchant with which the Fund has an open position in a futures contract. In addition, some strategies reduce the Funds exposure to price fluctuations, while others tend to increase its market exposure.
Equity-Linked Securities
The Multi-Manager Real Asset Fund and Multi-Manager Alternatives Fund may invest in equity-linked securities. Equity-linked securities are privately issued securities whose investment results are designed to correspond generally to the performance of a specified stock index or basket of stocks, or sometimes a single stock. To the extent that a Fund invests in an equity-linked security whose return corresponds to the performance of a foreign securities index or one or more foreign stocks, investing in equity-linked securities will involve risks similar to the risks of investing in foreign equity securities. See Foreign Securities below. In addition, a Fund bears the risk that the issuer of an equity-linked security may default on its obligations under the security. Equity-linked securities are often used for many of the same purposes as, and share many of the same risks with, derivative instruments such as index futures on stock indexes, zero-strike options and warrants and swap agreements. See Derivatives above. Equity-linked securities may be considered illiquid and thus subject to a Funds restriction on investments in illiquid securities.
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Event-Linked Exposure
The Multi-Manager Real Asset Fund and Multi-Manager Alternatives Fund may obtain event-linked exposure by investing in event-linked bonds or event-linked swaps, or implement event-linked strategies. Event-linked exposure results in gains that typically are contingent on the non-occurrence of a specific trigger event, such as a hurricane, earthquake, or other physical or weather-related phenomena. Some event-linked bonds are commonly referred to as catastrophe bonds. They may be issued by government agencies, insurance companies, reinsurers, special purpose corporations or other on-shore or off-shore entities (such special purpose entities are created to accomplish a narrow and well-defined objective, such as the issuance of a note in connection with a reinsurance transaction). If a trigger event causes losses exceeding a specific amount in the geographic region and time period specified in a bond, a Fund, when investing in the bond, may lose a portion or all of its principal invested in the bond. If no trigger event occurs, a Fund will recover its principal plus interest. For some event-linked bonds, the trigger event or losses may be based on company-wide losses, index-portfolio losses, industry indices, or readings of scientific instruments rather than specified actual losses. Often the event-linked bonds provide for extensions of maturity that are mandatory, or optional at the discretion of the issuer, in order to process and audit loss claims in those cases where a trigger event has, or possibly has, occurred. An extension of maturity may increase volatility. In addition to the specified trigger events, event-linked bonds may also expose a Fund to certain unanticipated risks including but not limited to issuer risk, credit risk, counterparty risk, adverse regulatory or jurisdictional interpretations, and adverse tax consequences. See Taxation of the Funds for more information regarding the tax risks related to a Funds investment in an event-linked bond.
Event-linked bonds are a relatively new type of financial instrument. As such, there is no significant trading history of these securities, and there can be no assurance that a liquid market in these instruments will develop. See Illiquid Securities below. Lack of a liquid market may impose the risk of higher transaction costs and the possibility that the Fund may be forced to liquidate positions when it would not be advantageous to do so. Event linked bonds are typically rated, and a Fund will only invest in catastrophe bonds that meet the credit quality requirements for a Fund.
Swap Agreements
Generally, swap agreements are contracts between a Fund and another party (the swap counterparty) involving the exchange of payments on specified terms over periods ranging from a few days to multiple years. A swap agreement may be negotiated bilaterally and traded OTC between the two parties (for an uncleared swap) or, in some instances, must be transacted through a futures commission merchant (an FCM) and cleared through a clearinghouse that serves as a central counterparty (for a cleared swap). In a basic swap transaction, the Fund agrees with the swap counterparty to exchange the returns (or differentials in rates of return) and/or cash flows earned or realized on a particular notional amount or value of predetermined underlying reference instruments. The notional amount is the set dollar or other value selected by the parties to use as the basis on which to calculate the obligations that the parties to a swap agreement have agreed to exchange. The parties typically do not actually exchange the notional amount. Instead, they agree to exchange the returns that would be earned or realized if the notional amount were invested in given investments or at given interest rates. Examples of returns that may be exchanged in a swap agreement are those of a particular security, a particular fixed or variable interest rate, a particular non-U.S. currency, or a basket of securities representing a particular index. Swaps can also be based on credit and other events.
A Fund will generally enter into swap agreements on a net basis, which means that the two payment streams that are to be made by the Fund and its counterparty with respect to a particular swap agreement are netted out, with the Fund receiving or paying, as the case may be, only the net difference in the two payments. The Funds obligations (or rights) under a swap agreement that is entered into on a net basis will generally be the net amount to be paid or received under the agreement based on the relative values of the obligations of each party upon termination of the agreement or at set valuation dates. The Fund will accrue its obligations under a swap agreement daily (offset by any amounts the counterparty owes the Fund). If the swap agreement does not provide for that type of netting, the full amount of the Funds obligations will be accrued on a daily basis.
New swaps regulation. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act) and related regulatory developments have imposed comprehensive new regulatory requirements on swaps and swap market participants. The new regulatory framework includes: (1) registration and regulation of swap dealers and major swap participants; (2) requiring central clearing and execution of standardized swaps; (3) imposing margin requirements on swap transactions; (4) regulating and monitoring swap transactions through position limits and large trader reporting requirements; and (5) imposing record keeping and centralized and public reporting requirements, on an anonymous basis, for most swaps. The CFTC is responsible for the regulation of most swaps, and has completed most of its rules implementing the Dodd-Frank Act swap regulations. The SEC has jurisdiction over a small segment of the market referred to as security-based swaps, which includes swaps on single securities or credits, or narrow-based indices of securities or credits, but has not yet completed its rulemaking.
Uncleared swaps. In an uncleared swap, the swap counterparty is typically a brokerage firm, bank or other financial institution. The Fund customarily enters into uncleared swaps based on the standard terms and conditions of an International Swaps and Derivatives Association (ISDA) Master Agreement. ISDA is a voluntary industry association of participants in the over-the-counter derivatives markets that has developed standardized contracts used by such participants that have agreed to be bound by such standardized contracts.
In the event that one party to a swap transaction defaults and the transaction is terminated prior to its scheduled termination date, one of the parties may be required to make an early termination payment to the other. An early termination payment may be payable by either the defaulting or non-defaulting party, depending upon which of them is in-the-money with respect to the swap at the time of its termination. Early termination payments may be calculated in various ways, but are intended to approximate the amount the in-the-money party would have to pay to replace the swap as of the date of its termination.
During the term of an uncleared swap, the Fund is usually required to pledge to the swap counterparty, from time to time, an amount of cash and/or other assets equal to the total net amount (if any) that would be payable by the Fund to the counterparty if the swap were terminated on the date in question, including any early termination payments. Periodically, changes in the amount pledged are made to recognize changes in value of the contract resulting from, among other things, interest on the notional value of the contract, market value changes in the underlying investment, and/or dividends paid by the issuer of the underlying instrument. Likewise, the counterparty may be required to pledge cash or other assets to cover its obligations to the Fund. However, the amount pledged may not always be equal to or more than the amount due to the other party. Therefore, if a counterparty defaults in its obligations to the Fund, the amount pledged by the counterparty and available to the Fund may not be sufficient to cover all the amounts due to the Fund and the Fund may sustain a loss.
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Cleared swaps. Certain standardized swaps are subject to mandatory central clearing. The Dodd-Frank Act and implementing rules will ultimately require the clearing and exchange-trading of many swaps. Mandatory exchange-trading and clearing will occur on a phased-in basis based on the type of market participant and CFTC approval of contracts for central clearing. To date, the CFTC has designated only certain of the most common types of credit default index swaps and interest rate swaps as subject to mandatory clearing, but it is expected that additional categories of swaps will in the future be designated as subject to mandatory clearing. Central clearing is intended to reduce counterparty credit risk and increase liquidity, but central clearing does not eliminate these risks and may involve additional risks not involved with uncleared swaps. For more information, see Risks of cleared swaps below.
In a cleared swap, the Funds ultimate counterparty is a central clearinghouse rather than a brokerage firm, bank or other financial institution. The Fund initially will enter into cleared swaps through an executing broker. Such transactions will then be submitted for clearing and, if cleared, will be held at regulated FCMs that are members of the clearinghouse that serves as the central counterparty.
When the Fund enters into a cleared swap, it must deliver to the central counterparty (via the FCM) an amount referred to as initial margin. Initial margin requirements are determined by the central counterparty, but an FCM may require additional initial margin above the amount required by the central counterparty. During the term of the swap agreement, a variation margin amount may also be required to be paid by the Fund or may be received by the Fund in accordance with margin controls set for such accounts, depending upon changes in the price of the underlying reference instrument subject to the swap agreement. At the conclusion of the term of the swap agreement, if the Fund has a loss equal to or greater than the margin amount, the margin amount is paid to the FCM along with any loss in excess of the margin amount. If the Fund has a loss of less than the margin amount, the excess margin is returned to the Fund. If the Fund has a gain, the full margin amount and the amount of the gain is paid to the Fund.
Recently adopted CFTC rules will, when implemented, require the trading and execution of certain cleared swaps on public trading facilities, which will occur for each category of swaps subject to mandatory clearing once one or more trading facilities become accredited and make such category of swaps available to trade. Moving trading to an exchange-type system may increase market transparency and liquidity but may require the Fund to incur increased expenses to access the same types of swaps that it has used in the past.
Credit default swaps. The buyer of protection in a credit default swap agreement is obligated to pay the seller a periodic stream of payments over the term of the agreement in return for a payment by the seller that is contingent upon the occurrence of a credit event with respect to a specific underlying reference debt obligation (whether as a single debt instrument or as part of an index of debt instruments). The contingent payment by the seller generally is the face amount of the debt obligation, in return for the buyers obligation to make periodic cash payments and deliver in physical form the reference debt obligation or a cash payment equal to the then-current market value of that debt obligation at the time of the credit event. If no credit event occurs, the seller would receive a fixed rate of income throughout the term of the contract, while the buyer would lose the amount of its payments and recover nothing. The buyer is also subject to the risk that the seller will not satisfy its contingent payment obligation, if and when due.
Purchasing protection through a credit default swap may be used to attempt to hedge against a decline in the value of debt security or securities due to a credit event. The seller of protection under a credit default swap receives periodic payments from the buyer but is exposed to the risk that the value of the reference debt obligation declines due to a credit event and that it will have to pay the face amount of the reference obligation to the buyer. Selling protection under a credit default swap may also permit the seller to gain exposure that is similar to owning the reference debt obligation directly. As the seller of protection, the Fund would effectively add leverage to its portfolio because, in addition to its total assets, the Fund would be subject to the risk that there would be a credit event and the Fund would have to make a substantial payment in the future.
Generally, a credit event means bankruptcy, failure to timely pay interest or principal, obligation acceleration default, or repudiation or restructuring of the reference debt obligation. There may be disputes between the buyer or seller of a credit default swap agreement or within the swaps market as a whole as to whether or not a credit event has occurred or what the payout should be which could result in litigation. In some instances where there is a dispute in the credit default swap market, a regional Determinations Committee set up by ISDA may make an official binding determination regarding the existence of credit events with respect to the reference debt obligation of a credit default swap agreement or, in the case of a credit default swap on an index, with respect to a component of the index underlying the credit default swap agreement. In the case of a credit default swap on an index, the existence of a credit event is determined according to the index methodology, which may in turn refer to determinations made by ISDAs Determinations Committees with respect to particular components of the index.
ISDAs Determination Committees are comprised principally of dealers in the OTC derivatives markets which may have a conflicting interest in the determination regarding the existence of a particular credit event. In addition, in the sovereign debt market, a credit default swap agreement may not provide the protection generally anticipated because the government issuer of the sovereign debt instruments may be able to restructure or renegotiate the debt in such a manner as to avoid triggering a credit event. Moreover, (1) sovereign debt obligations may not incorporate common, commercially acceptable provisions, such as collective action clauses, or (2) the negotiated restructuring of the sovereign debt may be deemed non-mandatory on all holders. As a result, the determination committee might then not be able to determine, or may be able to avoid having to determine, that a credit event under the credit default agreement has occurred.
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For these and other reasons, the buyer of protection in a credit default swap agreement is subject to the risk that certain occurrences, such as particular restructuring events affecting the value of the underlying reference debt obligation, or the restructuring of sovereign debt, may not be deemed credit events under the credit default swap agreement. Therefore, if the credit default swap was purchased as a hedge or to take advantage of an anticipated increase in the value of credit protection for the underlying reference obligation, it may not provide any hedging benefit or otherwise increase in value as anticipated. Similarly, the seller of protection in a credit default swap agreement is subject to the risk that certain occurrences may be deemed to be credit events under the credit default swap agreement, even if these occurrences do not adversely impact the value or creditworthiness of the underlying reference debt obligation.
Currency swaps. A currency swap is an agreement between two parties to exchange periodic cash flows on a notional amount of two or more currencies based on the relative value differential between them. For example, a currency swap may involve the exchange of payments in a non-U.S. currency for payments in U.S. dollars. Currency swaps typically involve the delivery of the entire notional values of the two designated currencies. In such a situation, the full notional value of a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations. The Fund may also enter into currency swaps on a net basis, which means the two different currency payment streams under the swap agreement are converted and netted out to a single cash payment in just one of the currencies.
For example, a currency swap may be used to hedge the interest payments and principal amount of a debt obligation that is denominated in a non-U.S. currency by entering into a cross currency swap whereby one party would make payments in the non-U.S. currency and receive payments in U.S. dollars. Or, a currency swap may be used to gain exposure to non-U.S. currencies and non-U.S. interest rates by making payments in U.S. dollars and receiving payments in non-U.S. currencies.
Because currency control is of great importance to the issuing governments and influences economic planning and policy, purchases and sales of currency and related instruments can be negatively affected by government exchange controls, blockages, and manipulations or exchange restrictions imposed by governments. These actions could result in losses to the Fund if it is unable to deliver or receive a specified currency or funds in settlement of obligations, including swap transaction obligations. These actions could also have an adverse effect on the Funds swap transactions or cause the Funds hedging positions to be rendered useless, resulting in full currency exposure as well as incurring unnecessary transaction costs.
Interest rate swaps. An interest rate swap is an agreement between two parties to exchange interest rate payment obligations. Typically, one is based on an interest rate fixed to maturity while the other is based on an interest rate that changes in accordance with changes in a designated benchmark (for example, the London Interbank Offered Rate (LIBOR), prime rate, commercial paper rate, or other benchmarks). Each partys payment obligation under an interest rate swap is determined by reference to a specified notional amount of money. Therefore, interest rate swaps generally do not involve the delivery of securities, other underlying instruments, or principal amounts; rather they entail the exchange of cash payments based on the application of the designated interest rates to the notional amount. Accordingly, barring swap counterparty or FCM default, the risk of loss in an interest rate swap is limited to the net amount of interest payments that the Fund is obligated to make or receive (as applicable), as well as any early termination payment payable by or to the Fund upon early termination of the swap.
By swapping fixed interest rate payments for floating payments, an interest rate swap can be used to increase or decrease the Funds exposure to various interest rates, including to hedge interest rate risk. Interest rate swaps are generally used to permit the party seeking a floating rate obligation the opportunity to acquire such obligation at a rate lower than is directly available in the credit markets, while permitting the party desiring a fixed-rate obligation the opportunity to acquire such a fixed-rate obligation, also frequently at a rate lower than is directly available in the credit markets. The success of such a transaction depends in large part on the availability of fixed-rate obligations at interest (or coupon) rates low enough to cover the costs involved. An interest rate swap transaction is affected by changes in interest rates, which, in turn, may affect the prepayment rate of any underlying debt obligations upon which the interest rate swap is based.
Inflation index swaps. An inflation index swap is a contract between two parties, whereby one party makes payments based on the cumulative percentage increase in an index that serves as a measure of inflation (typically, the Consumer Price Index) and the other party makes a regular payment based on a compounded fixed rate. Each partys payment obligation under the swap is determined by reference to a specified notional amount of money. Typically, an inflation index swap has payment obligations netted and exchanged upon maturity. The value of an inflation index swap is expected to change in response to changes in the rate of inflation. If inflation increases at a faster rate than anticipated at the time the swap is entered into, the swap will increase in value. Similarly, if inflation increases at a rate slower than anticipated at the time the swap is entered into, the swap will decrease in value.
Total return swaps. A total return swap (also sometimes referred to as a synthetic equity swap or contract for difference) is an agreement between two parties under which the parties agree to make payments to each other so as to replicate the economic consequences that would apply had a purchase or short sale of the underlying reference instrument taken place. For example, one party agrees to pay the other party the total return earned or realized on the notional amount of an underlying equity security and any dividends declared with respect to that equity security. In return the other party makes payments, typically at a floating rate, calculated based on the notional amount.
Options on swap agreements. An option on a swap agreement generally is an OTC option that gives the buyer of the option the right, but not the obligation, in return for payment of a premium to the seller, to enter into a previously negotiated swap agreement, or to extend, terminate or otherwise modify the terms of an existing swap agreement. The writer (seller) of an option on a swap agreement receives premium payments from the buyer and, in exchange, becomes obligated to enter into or modify an underlying swap agreement upon the exercise of the option by the buyer. When the Fund purchases an option on a swap agreement, it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised, plus any related transaction costs.
There can be no assurance that a liquid secondary market will exist for any particular option on a swap agreement, or at any particular time, and the Fund may have difficulty affecting closing transactions in particular options on swap agreements. Therefore, the Fund may have to exercise the options that it purchases in order to realize any profit and take delivery of the underlying swap agreement. The Fund could then incur transaction costs upon the sale or closing out of the underlying swap agreement. In the event that the option on a swap is exercised, the counterparty for such option would be the same counterparty with whom the Fund entered into the underlying swap.
However, if the Fund writes (sells) an option on a swap agreement, the Fund is bound by the terms of the underlying swap agreement upon exercise of the option by the buyer, which may result in losses to the Fund in excess of the premium it received. Options on swap agreements involve the risks associated with derivative instruments generally, as described above, as well as the additional risks associated with both options and swaps generally.
Options on swap agreements are considered to be swaps for purposes of CFTC regulation. Although they are traded OTC, the CFTC may in the future designate certain options on swaps as subject to mandatory clearing. For more information, see Cleared swaps and Risks of cleared swaps.
An option on an interest rate swap (also sometimes referred to as a swaption) is a contract that gives the purchaser the right, but not the obligation, in return for payment of a premium, to enter into a new interest rate swap. A pay fixed option on an interest rate swap gives the buyer the right to establish a position in an interest rate swap where the buyer will pay (and the writer will receive) the fixed-rate cash flows and receive (and the writer will pay) the floating-rate cash flows. In general, most options on interest rate swaps are European exercise, which means that they can only be exercised at the end of the option term. Depending on the movement of interest rates between the time of purchase and expiration, the value of the underlying interest rate swap and therefore also the value of the option on the interest rate swap will change.
An option on a credit default swap is a contract that gives the buyer the right (but not the obligation), in return for payment of a premium to the option seller, to enter into a new credit default swap on a reference entity at a predetermined spread on a future date. This spread is the price at which the contract is executed (the option strike price). Similar to a put option, in a payer option on a credit default swap, the option buyer pays a premium to the option seller for the right, but not the obligation, to buy credit protection on a reference entity ( e.g. , a particular portfolio security) at a predetermined spread on a future date. Similar to a call option, in a receiver option on a credit default swap the option buyer pays a premium for the right, but not the obligation to sell credit default swap protection on a reference entity or index. Depending on the movement of market spreads with respect to the particular referenced debt securities between the time of purchase and expiration of the option, the value of the underlying credit default swap and therefore the value of the option will change. Options on credit default swaps currently are traded OTC and the specific terms of each option on a credit default swap are negotiated directly with the counterparty.
Risks of swaps generally. The use of swap transactions is a highly specialized activity, which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. Whether the Fund will be successful in using swap agreements to achieve its investment goal depends on the ability of the investment manager correctly to predict which types of investments are likely to produce greater returns. If the investment manager, in using swap agreements, is incorrect in its forecasts of market values, interest rates, inflation, currency exchange rates or other applicable factors, the investment performance of the Fund will be less than its performance would have been if it had not used the swap agreements.
The risk of loss to the Fund for swap transactions that are entered into on a net basis depends on which party is obligated to pay the net amount to the other party. If the counterparty is obligated to pay the net amount to the Fund, the risk of loss to the Fund is loss of the entire amount that the Fund is entitled to receive. If the Fund is obligated to pay the net amount, the Funds risk of loss is generally limited to that net amount. If the swap agreement involves the exchange of the entire principal value of a security, the entire principal value of that security is subject to the risk that the other party to the swap will default on its contractual delivery obligations. In addition, the Funds risk of loss also includes any margin at risk in the event of default by the counterparty (in an uncleared swap) or the central counterparty or FCM (in a cleared swap), plus any transaction costs.
Because bilateral swap agreements are structured as two-party contracts and may have terms of greater than seven days, these swaps may be considered to be illiquid and, therefore, subject to the Funds limitation on investments in illiquid securities. If a swap transaction is particularly large or if the relevant market is illiquid, the Fund may not be able to establish or liquidate a position at an advantageous time or price, which may result in significant losses. Participants in the swap markets are not required to make continuous markets in the swap contracts they trade. Participants could refuse to quote prices for swap contracts or quote prices with an unusually wide spread between the price at which they are prepared to buy and the price at which they are prepared to sell. Some swap agreements entail complex terms and may require a greater degree of subjectivity in their valuation. However, the swap markets have grown substantially in recent years, with a large number of financial institutions acting both as principals and agents, utilizing standardized swap documentation. As a result, the swap markets have become increasingly liquid. In addition, central clearing and the trading of cleared swaps on public facilities are intended to increase liquidity.
Rules adopted under the Dodd-Frank Act require centralized reporting of detailed information about many swaps, whether cleared or uncleared. This information is available to regulators and also, to a more limited extent and on an anonymous basis, to the public. Reporting of swap data is intended to result in greater market transparency. This may be beneficial to funds that use swaps in their trading strategies. However, public reporting imposes additional recordkeeping burdens on these funds, and the safeguards established to protect anonymity are not yet tested and may not provide protection of funds identities as intended.
Certain IRS positions may limit the Funds ability to use swap agreements in a desired tax strategy. It is possible that developments in the swap markets and/or the laws relating to swap agreements, including potential government regulation, could adversely affect the Funds ability to benefit from using swap agreements, or could have adverse tax consequences.
Risks of uncleared swaps. Uncleared swaps are not traded on exchanges. As a result, swap participants may not be as protected as participants on organized exchanges. Performance of a swap agreement is the responsibility only of the swap counterparty and not of any exchange or clearinghouse. As a result, the Fund is subject to the risk that a counterparty will be unable or will refuse to perform under such agreement, including because of the counterpartys bankruptcy or insolvency. The Fund risks the loss of the accrued but unpaid amounts under a swap agreement, which could be substantial, in the event of a default, insolvency or bankruptcy by a swap counterparty. In such an event, the Fund will have contractual remedies pursuant to the swap agreements, but bankruptcy and insolvency laws could affect the Funds rights as a creditor. If the counterpartys creditworthiness declines, the value of a swap agreement would likely decline, potentially resulting in losses. In unusual or extreme market conditions, a counterpartys creditworthiness and ability to perform may deteriorate rapidly, and the availability of suitable replacement counterparties may become limited.
Risks of cleared swaps. Certain types of swaps are, and others eventually are expected to be, required to be cleared through a central counterparty, which may affect counterparty risk and other risks faced by the Fund.
Central clearing is designed to reduce counterparty credit risk and increase liquidity compared to uncleared swaps because central clearing interposes the central clearinghouse as the counterparty to each participants swap, but it does not eliminate those risks completely. There is also a risk of loss by the Fund of the initial and variation margin deposits in the event of bankruptcy of the FCM with which the Fund has an open position in a swap contract. The assets of the Fund may not be fully protected in the event of the bankruptcy of the FCM or central counterparty because the Fund might be limited to recovering only a pro rata share of all available funds and margin segregated on behalf of an FCMs customers. If the FCM does not provide accurate reporting, the Fund is also subject to the risk that the FCM could use the Funds assets, which are held in an omnibus account with assets belonging to the FCMs other customers, to satisfy its own financial obligations or the payment obligations of another customer to the central counterparty.
With cleared swaps, the Fund may not be able to obtain as favorable terms as it would be able to negotiate for a bilateral, uncleared swap. In addition, an FCM may unilaterally amend the terms of its agreement with the Fund, which may include the imposition of position limits or additional margin requirements with respect to the Funds investment in certain types of swaps. Central counterparties and FCMs generally can require termination of existing cleared swap transactions at any time, and can also require increases in margin above the margin that is required at the initiation of the swap agreement. Additionally, depending on a number of factors, the margin required under the rules of the clearinghouse and FCM may be in excess of the collateral required to be posted by the Fund to support its obligations under a similar uncleared swap. However, regulators are expected to adopt rules imposing certain margin requirements, including minimums, on uncleared swaps in the near future, which could change this comparison.
Finally, the Fund is subject to the risk that, after entering into a cleared swap with an executing broker, no FCM or central counterparty is willing or able to clear the transaction. In such an event, the Fund may be required to break the trade and make an early termination payment to the executing broker.
Currency-Related Derivatives and Other Financial Instruments
The Multi-Manager Alternatives Fund may use currency transactions in order to hedge the value of portfolio holdings denominated in particular currencies against fluctuations in relative value. Currency transactions include forward currency contracts, exchange-listed currency futures and options thereon, exchange-listed and over-the-counter (OTC) options on currencies, and currency swaps. A forward currency contract involves a privately negotiated obligation to purchase or sell (with delivery generally required) a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are traded in the interbank market conducted directly between currency traders (usually
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large, commercial banks) and their customers. A forward foreign currency contract generally has no deposit requirement, and no commissions are charged at any stage for trades. A currency swap is an agreement to exchange cash flows based on the notional difference among two or more currencies and operates similarly to an interest rate swap.
The Multi-Manager Alternatives Funds dealings in forward currency contracts and other currency transactions such as futures, options on futures, options on currencies and swaps will be limited to hedging involving either specific transactions (Transaction Hedging) or portfolio positions (Position Hedging). Transaction Hedging is entering into a currency transaction with respect to specific assets or liabilities of the Multi-Manager Alternatives Fund, which will generally arise in connection with the purchase or sale of its portfolio securities or the receipt of income therefrom. The Multi-Manager Alternatives Fund may participate in Transaction Hedging out of a desire to preserve the U.S. Dollar price of a security when it enters into a contract for the purchase or sale of a security denominated in a foreign currency. The Fund may be able to protect itself against possible losses resulting from changes in the relationship between the U.S. Dollar and foreign currencies during the period between the date the security is purchased or sold and the date on which payment is made or received by entering into a forward contract for the purchase or sale, for a fixed amount of dollars, of the amount of the foreign currency involved in the underlying security transactions.
Position Hedging is entering into a currency transaction with respect to portfolio security positions denominated or generally quoted in that currency. The Multi-Manager Alternatives Fund may use Position Hedging when the investment advisor or a sub-advisor believes that the currency of a particular foreign country may suffer a substantial decline against the U.S. Dollar. The Multi-Manager Alternatives Fund may enter into a forward foreign currency contract to sell, for a fixed amount of dollars, the amount of foreign currency approximating the value of some or all of its portfolio securities denominated in such foreign currency. The precise matching of the forward foreign currency contract amount and the value of the portfolio securities involved may not have a perfect correlation since the future value of the securities hedged will change as a consequence of the market between the date the forward contract is entered into and the date it matures. The projection of short-term currency market movement is difficult, and the successful execution of this short-term hedging strategy is uncertain.
The Multi-Manager Alternatives Fund will not enter into a transaction to hedge currency exposure to an extent greater, after netting all transactions intended wholly or partially to offset other transactions, than the aggregate market value (at the time of entering into the transaction) of the securities held in its portfolio that are denominated or generally quoted in or currently convertible into such currency, other than with respect to Proxy Hedging as described below.
The Multi-Manager Alternatives Fund may also cross-hedge currencies by entering into transactions to purchase or sell one or more currencies that are expected to decline in value relative to other currencies to which the Fund has or in which the Fund expects to have portfolio exposure.
To reduce the effect of currency fluctuations on the value of existing or anticipated holdings of portfolio securities, the Multi-Manager Alternatives Fund may also engage in proxy hedging (Proxy Hedging). Proxy Hedging is often used when the currency to which the Multi-Manager Alternatives Funds portfolio is exposed is difficult to hedge or to hedge against the dollar. Proxy Hedging entails entering into a forward contract to sell a currency whose changes in value are generally considered to be linked to a currency or currencies in which some or all of the Multi-Manager Alternatives Funds portfolio securities are or are expected to be denominated, and to buy U.S. Dollars. The amount of the contract would not exceed the value of the Multi-Manager Alternatives Funds securities denominated in linked currencies.
Currency hedging involves some of the same risks and considerations as other transactions with similar instruments. Currency transactions can result in losses to the Multi-Manager Alternatives Fund if the currency being hedged fluctuates in value to a degree or in a direction that is not anticipated. Furthermore, there is risk that the perceived linkage between various currencies may not be present or may not be present during the particular time that the Multi-Manager Alternatives Fund is engaging in Proxy Hedging. If the Multi-Manager Alternatives Fund enters into a currency hedging transaction, the Multi-Manager Alternatives Fund will cover its position so as not to create a senior security as defined in Section 18 of the 1940 Act.
Currency transactions are subject to risks different from those of other portfolio transactions. Because currency control is of great importance to the issuing governments and influences economic planning and policy, purchase and sales of currency and related instruments can be negatively affected by government exchange controls, blockages, and manipulations or exchange restrictions imposed by governments. These actions can result in losses to the Multi-Manager Alternatives Fund if it is unable to deliver or receive currency or funds in settlement of obligations and could also cause hedges it has entered into to be rendered useless, resulting in full currency exposure as well as incurring transaction costs. Buyers and sellers of currency futures are subject to the same risks that apply to the use of futures generally. Furthermore, settlement of a currency futures contract for the purchase of most currencies must occur at a bank based in the issuing nation. Trading options on currency futures is relatively new, and the ability to establish and close out positions on such options is subject to the maintenance of a liquid market, which may not always be available. Currency exchange rates may fluctuate based on factors extrinsic to that countrys economy. Although forward foreign currency contracts and currency futures tend to minimize the risk of loss due to a decline in the value of the hedged currency, at the same time they tend to limit any potential gain which might result should the value of such currency increase.
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The Multi-Manager Alternatives Fund may also buy or sell put and call options on foreign currencies either on exchanges or in the OTC 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 which may limit the ability of the Multi-Manager Alternatives Fund to reduce foreign currency risk using such options. OTC options differ from exchange-traded options in that they are two-party contracts with price and other terms negotiated between the buyer and seller, and generally do not have as much market liquidity as exchange-traded options.
The Multi-Manager Alternatives Fund may invest in a combination of forward currency contracts and U.S. Dollar-denominated market instruments in an attempt to obtain an investment result that is substantially the same as a direct investment in a foreign currency-denominated instrument. This investment technique creates a synthetic position in the particular foreign-currency instrument whose performance the manager is trying to duplicate. For example, the combination of U.S. Dollar-denominated instruments with long forward currency exchange contracts creates a position economically equivalent to a money market instrument denominated in the foreign currency itself. Such combined positions are sometimes necessary when the market in a particular foreign currency is small or relatively illiquid.
Hybrid Instruments
The Multi-Manager Alternatives Fund may invest in 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.
Hybrid instruments can be used as an efficient means of pursuing a variety of investment goals, including currency hedging, and increased total return. Hybrid instruments 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. The benchmarks may be sensitive to economic and political events, such as commodity shortages and currency devaluations, which 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 purchase of hybrid instruments also exposes the Multi-Manager Alternatives Fund to the credit risk of the issuer of the hybrid instruments. These risks may cause significant fluctuations in the NAV of the Multi-Manager Alternatives Fund.
Certain hybrid instruments may provide exposure to the commodities markets. These are derivative securities with one or more commodity-linked components that have payment features similar to commodity futures contracts, commodity options or similar instruments. Commodity-linked hybrid instruments may be either equity or debt securities, and are considered hybrid instruments because they have both security and commodity-like characteristics. A portion of the value of these instruments may be derived from the value of a commodity, futures contract, index or other economic variable. The Multi-Manager Alternatives Fund will only invest in commodity-linked hybrid instruments that qualify, under applicable rules of the CFTC, for an exemption from the provisions of the CEA.
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 Multi-Manager Alternatives Funds investments in these products may be subject to limits applicable to investments in investment companies and may be subject to restrictions contained in the 1940 Act.
Contracts for Differences
The Multi-Manager Alternatives Fund may invest in contracts for differences (CFDs). A CFD is an arrangement made in a futures contract whereby differences in settlement are made through cash payments, rather than the delivery of physical goods or securities. Leverage is a key feature of CFDs, and therefore small moves in the underlying instrument can result in more steep and rapid moves in the value of the Multi-Manager Alternatives Funds investment.
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OTHER INVESTMENTS
Illiquid Securities
No Fund may invest more than 15% (5% for each Money Market Fund) of its net assets in illiquid securities. Illiquid securities are securities that cannot be disposed of within seven days at approximately the value at which they are being carried on a Funds books. The Board of Trustees has the ultimate responsibility for determining whether specific securities are liquid or illiquid. The Board has delegated the function of making day to day determinations of liquidity to the investment advisor, pursuant to guidelines approved by the Board. The investment advisor will monitor the liquidity of securities held by a Fund and report periodically on such decisions to the Board. If the limitations on illiquid securities are exceeded, other than by a change in market values, the condition will be reported by the Funds investment adviser or sub-advisor to the Board of Trustees. Illiquid securities would generally include repurchase agreements with notice/termination dates in excess of seven days and certain securities which are subject to trading restrictions because they are not registered under the Securities Act of 1933, as amended (1933 Act). External market conditions may impact the liquidity of portfolio securities and may cause a Fund to sell or divest certain illiquid securities in order to comply with its limitation on holding illiquid securities, which may result in realized losses to the Fund.
Floating Rate Loans
A Fund may invest in another investment company (including exchange-traded funds (ETFs)) that invests primarily in floating rate (e.g., LIBOR-based), commercial loans made by banks and other institutional lenders. The loans may be to U.S. or foreign borrowers, and may have below investment grade credit ratings. The loans may be secured or unsecured, and may be senior or subordinated loans.
Commodity-Linked Investments
A Fund may invest in another investment company (including ETFs) that invests in commodities such as oil, coal, natural gas, metals and agricultural products. A fund that seeks commodities exposure generally does not invest directly in the physical assets themselves. Instead, the fund invests in commodity-linked notes and options that together are intended to provide exposure to the investment return of assets that trade in the commodities markets. A Fund may also invest in a commodity-linked ETN, where the return on the note is derived from the performance of one or more commodity indices.
Hedge Fund Strategies
A Fund may invest in another investment company (including ETFs) that employs a principal investment strategy that differs markedly from a traditional, benchmark-centric, growth or value, market capitalization-oriented or buy-and-hold investment style, and that is more characteristic of the hedge fund industry. These strategies may be referred to as hedge fund strategies. An underlying fund may pursue any one or more of the following hedge fund strategies:
Absolute Return . Absolute return funds seek to produce results that are largely independent of, or have low correlation to, the broader markets. An absolute return fund generally has greater latitude to invest in a wider universe of securities, and without the fixed asset weightings of traditional asset allocation approaches. Absolute return investment techniques generally include non-traditional investment strategies such as short selling, and the use of futures, options, derivatives, arbitrage, leverage and unconventional assets.
Discretionary Macro . A fund utilizing a macro investing strategy takes sizable positions in equity, fixed income or currency markets in anticipation of macroeconomic events in order to generate a risk-adjusted return. Macro fund managers use macroeconomic analysis based on market events and trends to identify opportunities for investment that would profit from anticipated price movements.
Distressed Credit . A fund engaged in distressed credit investing seeks equity-like returns through purchases of bonds and bank debt of firms in distressed situations (e.g., bankruptcies, reorganizations, coercive tenders). The debt is purchased at notable discounts to par and, to reduce downside potential, may have seniority in the capital structure. If and when a distressed company is reorganized and regains health, the debt purchased at discount may increase in value or even be swapped into equity.
Equity Market Neutral . Equity market neutral is a strategy that seeks to exploit investment opportunities unique to some specific group of stocks while maintaining a neutral exposure to broad groups of stocks, which may be defined by sector, industry, market capitalization, country or region. The strategy holds long/short equity positions, with long positions hedged with short positions in the same and related sectors, so that the equity market neutral investor should be little affected by sector-wide events.
Event-Driven/Merger Arbitrage . Event-driven investing is a strategy that seeks to exploit pricing inefficiencies that may occur before or after a corporate event, such as a bankruptcy, merger, acquisition or spinoff, occurs. Merger arbitrage centers on capturing the market price differential between the acquiring and acquired companies securities in exchange for bearing the risk that the announced merger will not actually take place. Event-driven funds may have low correlations to the general stock market because the funds focus on specific deals and are less influenced by macro market factors.
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Fixed Income Arbitrage . Fixed-income arbitrage seeks to exploit pricing differentials between fixed-income securities. The fund manager simultaneously purchases and sells two similar securities whose prices, in the opinion of the fund manager, do not reflect what the fund manager believes to be their true value. Acting on the assumption that prices will revert to true value over time, the fund manager sell shorts the overpriced security and buys the underpriced security. Once prices revert to true value, the trade may be liquidated at a profit. Credit default swaps are often employed in fixed-income arbitrage.
Long/Short Equity . Equity long-short is an investing strategy that involves taking long positions in stocks that are expected to increase in value and short positions in stocks that are expected to decrease in value. Long positions may be funded, in part, by proceeds from the short positions, so equity long-short investing involves the use of leverage.
Managed Futures . Managed futures is an asset class managed by professional commodity managers who use proprietary trading systems to invest in currency, interest rate, equity, metal, energy and agricultural markets through the use of futures, forwards, and options. The managers generally have the ability to invest across a wide range of global markets and asset classes and have the flexibility to take long and short positions in these investments based on projected profit potential and economic factors. Managed futures returns may have low correlation to returns on stock and bond investments.
Multi-Strategy . A multi-strategy fund uses several strategies within the same pool of assets that is designed to adapt to large and small market forces in real time. The fund might seek returns from shorting equities, investing in global real estate projects, and identifying momentum-focused or event- driven investments. The investment diversification may reduce volatility and decrease asset-class and single-strategy risks. The fund may allocate investments to a certain strategy in response to market trends, allowing it to capitalize on favorable market conditions more easily.
Infrastructure Assets
Infrastructure-related companies are involved in providing energy, transportation, communications, utilities and other essential services to society. Infrastructure companies own and operate assets such as rail systems, shipping ports, toll roads, power transmission lines, and municipal sewage treatment and water purification systems, and provide services and materials necessary for the construction and maintenance of such assets. While governments have historically played a major role in financing infrastructure, budget constraints have led to an increase in reliance on private financing, ownership and operation.
Master Limited Partnerships (MLPs ). The Multi-Manager Alternatives Fund may invest in MLPs. MLPs are limited partnerships in which the ownership units are publicly traded. MLP units are registered with the SEC and are freely traded on a securities exchange or in the OTC market. MLPs often own several properties or businesses (or own interests) that are related to real estate development and oil and gas industries, but they also may finance motion pictures, research and development and other projects. Generally, a MLP is operated under the supervision of one or more managing general partners. Limited partners are not involved in the day-to-day management of the partnership.
The risks of investing in a MLP are generally those involved in investing in a partnership as opposed to a corporation. For example, state law governing partnerships is often less restrictive than state law governing corporations. Accordingly, there may be fewer protections afforded investors in a MLP than investors in a corporation. Additional risks involved with investing in a MLP are risks associated with the specific industry or industries in which the partnership invests, such as the risks of investing in real estate, or oil and gas industries.
Natural Resources
A Fund may invest directly and indirectly in companies that own or develop natural resources, or supply goods and services to such companies. These companies may be involved in exploring, mining, refining, processing, transporting, fabricating, dealing in, or owning natural resources. Natural resources include precious metals (e.g., gold, platinum, and silver), ferrous and nonferrous metals (e.g., iron, aluminum, and copper), strategic metals (e.g., uranium and titanium), hydrocarbons (e.g., coal, oil, and natural gases), chemicals, paper and forest products, and other basic commodities.
Real Estate
A Fund may invest in a real estate investment trust (REIT), which is a pooled investment vehicle that invests directly in income-producing real estate (an equity REIT), in loans secured by real estate (a mortgage REIT), or a combination thereof (a hybrid REIT). An equity REIT receives rental income and any profits on the sale of its properties. A mortgage REIT receives interest income from the loans made on underlying properties. If a REIT meets certain requirements, it is not taxed on the income it distributes to its investors.
Healthcare Securities
The Multi-Manager Alternatives Fund may invest directly and indirectly in companies principally engaged in the design, development, production, sale, management or distribution of products, services or facilities used for or in connection with healthcare or medicine (healthcare companies). These healthcare companies include, among others, pharmaceutical firms, medical supply companies, and businesses that operate hospitals and other healthcare facilities, as well as companies engaged in medical, diagnostic, biochemical and other healthcare-related research and development activities. These healthcare companies may also include investment companies, including exchange traded funds that invest in healthcare companies.
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INVESTMENT RATINGS FOR MONEY MARKET FUNDS
A nationally recognized rating services two highest rating categories are determined without regard for sub-categories and gradations. For example, securities rated SP-1+, SP-1, or SP-2 by S&P, MIG-1 or MIG-2 by Moodys, or F-1+, F-1, or F-2 by Fitch are all considered rated in one of the two highest short-term rating categories. The Money Market Funds will follow applicable regulations in determining whether a security rated by more than one rating service can be treated as being in one of the two highest short-term rating categories; currently, such securities must be rated by two rating services in one of their two highest rating categories. See Regulatory Compliance.
If a security is downgraded below the minimum quality grade discussed in a Funds investment strategy, the Advisor or Sub-advisor will re-evaluate the security, but will not be required to sell it.
SPECIAL TRANSACTIONS
Repurchase Agreements
Repurchase agreements are transactions in which a 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 the funds return on the transaction. This return is unrelated to the interest rate on the underlying security. A Fund will enter into repurchase agreements only with banks and other recognized financial institutions, such as securities dealers, deemed creditworthy by the Advisor or Sub-advisor.
The Funds custodian or sub-custodian will take possession of the securities subject to repurchase agreements. The Advisor, Sub-advisor or sub-custodian will monitor the value of the underlying security each day to ensure that the value of the security always equals or exceeds the repurchase price.
Repurchase agreements are subject to credit risks.
Reverse Repurchase Agreements
Reverse repurchase agreements are repurchase agreements in which a fund is the seller (rather than the buyer) of the securities, and agrees to repurchase them at an agreed upon time and price. A reverse repurchase agreement may be viewed as a type of borrowing by a Fund. Reverse repurchase agreements are subject to credit risks. In addition, reverse repurchase agreements create leverage risks because a Fund must repurchase the underlying security at a higher price, regardless of the market value of the security at the time of repurchase.
Delayed Delivery Transactions
Delayed delivery transactions, including when issued transactions, are arrangements in which a fund buys securities for a set price, with payment and delivery of the securities scheduled for a future time. During the period between purchase and settlement, no payment is made by the fund to the issuer and no interest accrues to the fund. The fund records the transaction when it agrees to buy the securities and reflects their value in determining the price of its shares. Settlement dates may be a month or more after entering into these transactions so that the market values of the securities bought may vary from the purchase prices. Therefore, delayed delivery transactions create interest rate risks for the fund. Delayed delivery transactions also involve credit risks in the event of a counterparty default.
To Be Announced Securities (TBAs)
As with other delayed delivery transactions, a seller agrees to issue a TBA security at a future date. However, the seller does not specify the particular securities to be delivered. Instead, the Fund agrees to accept any security that meets specified terms. For example, in a TBA mortgage backed transaction, the Fund and the seller would agree upon the issuer, interest rate and terms of the underlying mortgages. The seller would not identify the specific underlying mortgages until it issues the security. TBA mortgage backed securities increase interest rate risks because the underlying mortgages may be less favorable than anticipated by a Fund.
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Securities Lending
The Funds may lend portfolio securities to borrowers that the Advisor or Sub-advisor deem creditworthy. In return, a 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.
A 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 a Fund or the borrower. A Fund will not have the right to vote on securities while they are on loan, but it will terminate a loan in anticipation of any important vote. A 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.
Asset Segregation (Fixed Income Funds, Asset Allocation Funds, Alternatives Fund and Equity Funds)
In accordance with the SEC and SEC staff positions regarding the interpretation of the 1940 Act, with respect to derivatives that create a future payment obligation of a Fund, the Fund must set aside (referred to sometimes as asset segregation) liquid assets, or engage in other SEC- or staff-approved measures, while the derivative contracts are open. For example, with respect to forwards contracts that are not contractually required to cash-settle, a Fund must cover its open positions by setting aside cash or readily marketable securities equal to the contracts full, notional value. With respect to forwards that are contractually required to cash-settle, however, a Fund is permitted to set aside cash or readily marketable securities in an amount equal to the Funds daily marked-to-market (net) obligations, if any (i.e., the Funds daily net liability, if any), rather than the notional value.
The Funds will employ another approach to segregating assets to cover options that it sells. If a Fund sells a call option, the Fund will set aside either the Reference Instrument subject to the option, cash or readily marketable securities with a value that equals or exceeds the current market value of the Reference Instrument. In no event, will the value of the cash or readily marketable securities set aside by the Fund be less than the exercise price of the call option. If a Fund sells a put option, the Fund will set aside cash or readily marketable securities with a value that equals or exceeds the exercise price of the put option.
A Fund may reduce the liquid assets segregated to cover obligations under a derivative contract by entering into an offsetting derivative contract. For example, if a Fund sells a put option for the same Reference Instrument as a call option the Fund has sold, and the exercise price of the call option is the same as or higher than the exercise price of the put option, then the Fund may net its obligations under the options and set aside cash or readily marketable securities (including any margin deposited for the options) with a value equal to the greater of (a) the current market value of the Reference Instrument deliverable under the call option or (b) the exercise price of the put option.
By setting aside cash or readily marketable securities equal to only its net obligations under swaps and certain cash-settled derivative contracts, a Fund will have the ability to employ leverage to a greater extent than if the Fund were required to segregate cash or readily marketable securities equal to the full notional value of such contracts. The use of leverage involves certain risks. See Specific Risks of Investing in the Funds in the prospectus. Unless a Fund has other cash or readily marketable securities to set aside, it cannot trade assets set aside in connection with derivative contracts or special transactions without entering into an offsetting derivative contract or terminating a special transaction. This may cause the Fund to miss favorable trading opportunities or to realize losses on derivative contracts or special transactions. The Funds reserves the right to modify their asset segregation policies in the future to comply with any changes in the positions articulated from time to time by the SEC and its staff.
Generally, special transactions do not cash-settle on a net basis. Consequently, with respect to special transactions, a Fund will set aside cash or readily marketable securities with a value that equals or exceeds the Funds obligations.
With respect to short sales transactions, the Funds will set aside cash or readily marketable securities in an amount equal to the greater of (i) the market value of the securities sold short; and (ii) the market price at which the short position was established, in each case less any margin on deposit.
Asset Segregation (Money Market Funds)
In order to secure its obligations in connection with derivatives contracts or special transactions, a Fund will either own the underlying assets, enter into an offsetting transaction or set aside readily marketable securities with a value that equals or exceeds the Funds obligations. Unless a Fund has other readily marketable assets to set aside, it cannot trade assets used to secure such obligations without entering into an offsetting derivative contract or terminating a special transaction. This may cause the Fund to miss favorable trading opportunities or to realize losses on derivative contracts or special transactions.
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Short Sales
A Fund may make short sales of securities listed on one or more national exchanges or on the Nasdaq Stock Market. A short sale is the sale of a stock that a fund does not own (or will borrow for delivery), because the fund believes the stock will decline in price or the fund wants to hedge against potential price volatility of the stock. If the price of the stock declines, the fund can buy the stock at a lower price and will make a profit. If the price of the stock rises, the fund will incur a loss. When the fund sells short, it borrows the stock from a broker on margin, and must pay interest to the broker on the margin amount until the stock is replaced by the fund. In no event will a Fund engage in short sales transactions if it would cause the market value of all of the Funds securities sold short to exceed 25% of its net assets. In addition, the value of the securities of any one issuer that may be shorted by a Fund is limited to the lesser of 2% of the value of the Funds net assets or 2% of the securities of any class of the issuer, for all Funds except the Multi-Manager Alternatives Fund. A Fund may also sell short against the box, i.e., the Fund owns securities identical to those sold short. Short sales against the box are not subject to the 25% limitation. Short sales are speculative in nature, and may reduce returns or increase volatility.
Investing in Securities of Other Investment Companies
A Fund may invest its assets in securities of other investment companies, including the securities of affiliated money market funds, as an efficient means of carrying out their investment policies and managing any uninvested cash. Certain investment companies, such as business development companies (BDCs), are more akin to operating companies and, as such, their expenses are not direct expenses paid by fund shareholders and are not used to calculate the funds net asset value. SEC rules nevertheless require that any expenses incurred by a BDC be included in a funds expense ratio as Acquired Fund Fees and Expenses. The expense ratio of a fund that holds a BDC will need to overstate what the fund actually spends on portfolio management, administrative services, and other shareholder services by an amount equal to these Acquired Fund Fees and Expenses. The Acquired Fund Fees and Expenses are not included in a funds financial statements, which provide a clearer picture of a funds actual operating expenses.
Pursuant to an SEC rule, each of the Funds is permitted to invest in shares of the Money Market Funds as a means of managing their uninvested cash. These investments will cause a duplication of expenses. The Advisor may waive certain fees in connection with these investments.
Exchange-Traded Funds
The Funds may also invest in ETFs in order to implement their investment strategies. The shares of most ETFs are listed and traded on stock exchanges at market prices, although some shares may be redeemable at net asset value for cash or securities. The Funds may invest in ETFs in order to achieve exposure to a specific region, country or market sector, or for other reasons consistent with its investment strategy. As with traditional mutual funds, ETFs charge asset-based fees, although these fees tend to be relatively low. ETFs generally do not charge initial sales charges or redemption fees and investors pay only customary brokerage fees to buy and sell ETF shares.
Non-Investment Grade Securities
Commonly referred to as junk bonds, these fixed-income securities are rated below investment grade by nationally recognized statistical rating organizations, such as Moodys and Standard & Poors, or are unrated securities that a Funds Advisor or Sub-advisor believe to be of comparable quality. These bonds generally offer investors higher interest rates as a way to help compensate for the fact that the issuer is at greater risk of default.
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There are many factors which may affect an investment in the Funds. The Funds principal risks are described in the prospectuses. Additional risk factors are outlined below and correspond to the risk factors identified in the prospectuses. The risk descriptions below complement the discussion of goals, strategies and risks above.
SECURITY |
RISK TYPE |
|
Fixed Income Securities |
Interest Rate Risks Credit Risks Changing Fixed Income Market Conditions Risk Call Risks Prepayment Risks Risks Associated with Non-Investment Grade Securities |
|
Mortgage Backed Securities |
Risks Associated with Complex CMOs Call Risks Prepayment Risks Liquidity Risks |
|
Equity Securities |
Stock Market Risks Sector Risks Liquidity Risks Risks Related to Investing for Growth Risks Related to Investing for Value Risks Related to Company Size Tracking Error Risks Close Out Risks Risks of Investing in Emerging Market Countries |
|
Convertible Securities |
Interest Rate Risks Credit Risks Call Risks Prepayment Risks Risks Associated with Non-Investment Grade Securities Stock Market Risks |
|
Foreign Securities |
Currency Risks Risks of Foreign Investing Risks of Investing in Emerging Market Countries Euro Risks |
|
Derivative Contracts |
Leverage Risks Commodity Tax Risks |
|
Tax Exempt Securities |
Tax Risks Risks Associated with Investing in a Single State Risks of Non-Diversification |
|
Special Transactions |
Interest Rate Risks Credit Risks Leverage Risks |
|
Investing in Securities of Other Investment Companies | Affiliated Persons Risks and all Other Risks | |
Exchange-Traded Funds |
Exchange-Traded Fund Risk Stock Market Risks Sector Risks Liquidity Risks Risks Related to Investing for Growth Risks Related to Investing for Value Risks Related to Company Size Tracking Error Risks |
|
Money Market Funds | Money Market Fund Regulatory Risks |
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Stock Market Risks
The value of equity securities in the Funds portfolio will fluctuate and, as a result, the Funds share price may decline suddenly or over a sustained period of time.
Sector Risks
Companies with similar characteristics may be grouped together in broad categories called sectors. Sector risk is the possibility that a certain sector may underperform other sectors or the market as a whole. As the Advisor allocates more of a Funds portfolio holdings to a particular sector, a Funds performance will be more susceptible to any economic, business or other developments which generally affect that sector.
Liquidity Risks
Trading opportunities are more limited for equity securities that are not widely held. This may make it more difficult to sell or buy a security at a favorable price or time. Consequently, a Fund may have to accept a lower price to sell a security, sell other securities to raise cash or give up an investment opportunity, any of which could have a negative effect on the Funds performance. Infrequent trading of securities may also lead to an increase in their price volatility.
Trading opportunities are more limited for fixed income securities that have not received any credit ratings, have received ratings below investment grade or are not widely held.
Trading opportunities are more limited for CMOs that have complex terms or that are not widely held. These features may make it more difficult to sell or buy a security at a favorable price or time. Consequently, a Fund may have to accept a lower price to sell a security, sell other securities to raise cash or give up an investment opportunity, any of which could have a negative effect on the Funds performance. Infrequent trading of securities may also lead to an increase in their price volatility.
Liquidity risk also refers to the possibility that a Fund may not be able to sell a security or close out a derivative contract when it wants to. If this happens, the Fund will be required to continue to hold the security or keep the position open, and the Fund could incur losses.
OTC derivative contracts generally carry greater liquidity risk than exchange-traded contracts.
Risks Related to Investing for Growth
Due to their relatively high valuations, growth stocks are typically more volatile than value stocks. For instance, the price of a growth stock may experience a larger decline on a forecast of lower earnings, a negative fundamental development, or an adverse market development. Further, growth stocks may not pay dividends or may pay lower dividends than value stocks. This means they depend more on price changes for returns and may be more adversely affected in a down market compared to value stocks that pay higher dividends.
Risks Related to Investing for Value
Due to their relatively low valuations, value stocks are typically less volatile than growth stocks. For instance, the price of a value stock may experience a smaller increase on a forecast of higher earnings, a positive fundamental development, or positive market development. Further, value stocks tend to have higher dividends than growth stocks. This means they depend less on price changes for returns and may lag behind growth stocks in an up market.
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. For example, medium capitalization stocks may be less liquid and more volatile than stocks of larger, well-known companies. Market capitalization is determined by multiplying the number of its 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, limited access to capital and other attributes that can cause their share prices to fluctuate. Therefore, smaller companies may entail greater risks for investors than larger companies.
Currency Risks
Exchange rates for currencies fluctuate 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 U.S.
The Advisor attempts to manage currency risk by limiting the amount a Fund invests in securities denominated in a particular currency. However, diversification will not protect a Fund against a general increase in the value of the U.S. dollar relative to other currencies.
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Euro Risks
The Euro is the single currency of the European Monetary Union (EMU). With the advent of the Euro, the participating countries in the EMU can no longer follow independent monetary policies. This may limit these countries ability to respond to economic downturns or political upheavals, and consequently reduce the value of their foreign government securities.
Risks of Foreign Investing
Foreign securities pose additional risks because foreign economic or political conditions may be less favorable than those of the United States. Securities in foreign markets may also be subject to taxation policies that reduce returns for U.S. investors.
Foreign companies may not provide information (including financial statements) as frequently or to as great an extent as companies in the United States. Foreign companies may also receive less coverage than United States companies by market analysts and the financial press. In addition, foreign countries may lack uniform accounting, auditing and financial reporting standards or regulatory requirements comparable to those applicable to U.S. companies. These factors may prevent a Fund or the Advisor from obtaining information concerning foreign companies that is as frequent, extensive and reliable as the information available concerning companies in the United States.
Foreign countries may have restrictions on foreign ownership of securities or may impose exchange controls, capital flow restrictions or repatriation restrictions which could adversely affect the liquidity of a Funds investments.
To the extent a Fund invests in foreign securities, its share price may be more affected by foreign economic and political conditions, taxation policies, and accounting and auditing standards than would otherwise be the case.
Risks of Investing in Emerging Market Countries
Securities issued or traded in emerging markets generally entail greater risks than securities issued or traded in developed markets. For example, their prices may be significantly more volatile than prices in developed countries. Emerging market economies may also experience more severe downturns (with corresponding currency devaluations) than developed countries.
Emerging market countries may have relatively unstable governments and may present the risk of nationalization of businesses, expropriation and confiscatory taxation or, in certain instances, reversion to closed market, centrally planned economies.
Leverage Risks
Leverage risk is created when an investment exposes a Fund to a level of risk that exceeds the amount invested. Changes in the value of such an investment magnify a Funds risk of loss and potential for gain.
Close Out Risks
In a short sale transaction, close out risk is created by the ability of the broker to request at any time that a Fund closes out its short position in the security. The brokers call request would force the Fund to purchase the security at its current market price, and thus could result in a loss to the Fund.
Interest Rate Risks
Prices of fixed income securities rise and fall in response to changes in the interest rate paid by similar securities. Generally, when interest rates rise, prices of fixed income securities fall. However, market factors, such as the demand for particular fixed income securities, may cause the price of certain fixed income securities to fall while the prices of other securities rise or remain unchanged.
Interest rate changes have a greater effect on the price of fixed income securities with longer durations. Duration measures the price sensitivity of a fixed income security to changes in interest rates.
Credit Risks
Credit risk is the possibility that an issuer will default on a security by failing to pay interest or principal when due. If an issuer defaults, a Fund will lose money.
Many fixed income securities receive credit ratings from services such as Standard & Poors and Moodys Investor Services, Inc. These services assign ratings to securities by assessing the likelihood of issuer default. Lower credit ratings correspond to higher credit risk. If a security has not received a rating, a Fund must rely entirely upon the Advisors credit assessment.
Fixed income securities generally compensate for greater credit risk by paying interest at a higher rate. The difference between the yield of a security and the yield of a U.S. Treasury security with a comparable maturity (the spread) measures the additional interest paid for risk. Spreads may increase generally in response to adverse economic or market conditions. A securitys spread may also increase if the securitys rating is lowered, or the security is perceived to have an increased credit risk. An increase in the spread will cause the price of the security to decline.
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Credit risk includes the possibility that a party to a transaction involving a Fund will fail to meet its obligations. This could cause the Fund to lose the benefit of the transaction or prevent the Fund from selling or buying other securities to implement its investment strategy.
Changing Fixed Income Market Conditions Risk
The current historically low interest rate environment was created in part by the Federal Reserve Board (FRB) and certain foreign central banks keeping the federal funds and equivalent foreign rates at or near zero. There is a risk that interest rates will rise when the FRB and central banks raise these rates. This risk is heightened due to the potential tapering of the FRBs quantitative easing program and other similar foreign central bank actions. This tapering and eventual increase in the federal funds and equivalent foreign rates may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. In addition, decreases in fixed income dealer market-making capacity may also potentially lead to heightened volatility and reduced liquidity in the fixed income markets.
Call Risks
Call risk is the possibility that an issuer may redeem a fixed income security before maturity (a call) at a price below its current market price. An increase in the likelihood of a call may reduce the securitys price.
If a fixed income security is called, a Fund may have to reinvest the proceeds in other fixed income securities with lower interest rates, higher credit risks, or other less favorable characteristics.
Prepayment Risks
Generally, homeowners have the option to prepay their mortgages at any time without penalty. Homeowners frequently refinance high interest rate mortgages when mortgage rates fall. This results in the prepayment of mortgage backed securities with higher interest rates. Conversely, prepayments due to refinancings decrease when mortgage rates increase. This extends the life of mortgage backed securities with lower interest rates. Other economic factors can also lead to increases or decreases in prepayments. Increases in prepayments of high interest rate mortgage backed securities, or decreases in prepayments of lower interest rate mortgage backed securities, may reduce their yield and price. These factors, particularly the relationship between interest rates and mortgage prepayments makes the price of mortgage backed securities more volatile than many other types of fixed income securities with comparable credit risks.
Mortgage backed securities generally compensate for greater prepayment risk by paying a higher yield. The difference between the yield of a mortgage backed security and the yield of a U.S. Treasury security with a comparable maturity (the spread) measures the additional interest paid for risk. Spreads may increase generally in response to adverse economic or market conditions. A securitys spread may also increase if the security is perceived to have an increased prepayment risk or perceived to have less market demand. An increase in the spread will cause the price of the security to decline.
A Fund may have to reinvest the proceeds of mortgage prepayments in other fixed income securities with lower interest rates, higher prepayment risks, or other less favorable characteristics.
Risks of Non-Diversification
The New York Municipal Bond Fund is non-diversified. Compared to diversified mutual funds, the Fund may invest a higher percentage of its assets among fewer issuers of portfolio securities. This increases a Funds risk by magnifying the impact (positively or negatively) that any one issuer has on the Funds share price and performance.
Risks Associated with Non-Investment Grade Securities
The securities in which a Fund may invest may be rated below investment grade. Securities rated below investment grade may be subject to the same risks as those inherent in corporate debt obligations that are rated below investment grade, also known as junk bonds. Junk bonds generally entail greater market, credit and liquidity risks than investment grade securities. For example, their prices are more volatile, economic downturns and financial setbacks may affect their prices more negatively, and their trading market may be more limited.
Risks Associated with Complex CMOs
CMOs with complex or highly variable prepayment terms, such as companion classes, IOs, POs, Inverse Floaters and residuals, generally entail greater market, prepayment and liquidity risks than other mortgage backed securities. For example, their prices are more volatile and their trading market may be more limited.
Tax Risks
In order to be tax-exempt, municipal securities must meet certain legal requirements. Failure to meet such requirements may cause the interest received and distributed by a Fund to shareholders to be taxable.
Changes or proposed changes in federal tax laws may cause the prices of municipal securities to fall.
Commodity Tax Risks
A Funds ability to invest in certain instruments such as commodity-linked derivatives may be adversely affected by changes in legislation, regulations or other legally binding authority. Pursuant to the Code, a Fund must derive at least 90% of its gross income from qualifying sources to qualify as a regulated investment company. Gains from the disposition of commodities are not considered qualifying income for this purpose. Additionally, the Internal Revenue Service has issued a revenue ruling which holds that income derived from commodity-linked swaps is not qualifying income. As a result, a Funds ability to directly invest in commodity-linked swaps as part of its investment strategy is limited to a maximum of 10% of its gross income. Failure to comply with the restrictions in the Code and any future legislation or guidance may cause a Fund to fail to qualify as a regulated investment company which may adversely impact a shareholders return. Alternatively, a Fund may forego those investments which could adversely affect the ability of the Fund to achieve its investment goal.
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Inflation-Indexed Securities Tax Risk
Any increase in the principal amount of an inflation-indexed security may be included for tax purposes in the Funds gross income, even though no cash attributable to such gross income has been received by the Fund. In such event, the Fund may be required to make annual distributions to shareholders that exceed the cash it has otherwise received. In order to pay such distributions, the Fund may be required to raise cash by selling portfolio investments. The sale of such investments could result in capital gains to the Fund. In addition, adjustments during the taxable year for deflation to an inflation-indexed bond held by the Fund may cause amounts previously distributed by the Fund in the taxable year as income to be recharacterized as a return of capital.
Risks Associated with Investing in a Single State
A fund that invests primarily in securities issued by a single state provides a greater level of risk than a fund that is diversified across numerous states and municipal entities. The ability of the state or its municipalities to meet their obligations will depend on the availability of tax and other revenue; economic, political and demographic conditions within the state; and the underlying fiscal condition of the state and its municipalities. In addition, changes in municipal market-related legislation or litigation within the state can significantly affect the financial condition and credit quality of issuers of municipal securities located in that state. For a better understanding of these risks, please see the state-specific risk factors below.
New York Investment Risks
New York Municipal Bond Fund emphasizes investments in New York and is subject to events that may adversely affect New York issuers compared to funds that invest in multiple states. New Yorks economy is large and diverse. While several upstate counties benefit from agriculture, manufacturing and high technology industries, New York City nonetheless still dominates the States economy through its international importance in economic sectors such as advertising, finance, and banking. Any major changes to the financial conditions of New York City would ultimately have an effect on the State.
Yields on New York municipal securities depend on a variety of factors, including: the general conditions of the short-term municipal note market and the municipal bond market; the size of the particular offering; the maturity of the obligations; and the rating of the issue. Further, any adverse economic conditions or developments affecting the State, counties, municipalities or City of New York could impact New York Municipal Bond Funds portfolio. The ability of this Fund to achieve its investment goal also depends on the continuing ability of the issuers of New York municipal securities and participation interests, or the guarantors of either, to meet their obligations for the payment of interest and principal when due.
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Tracking Error Risks
Factors such as Fund expenses, imperfect correlation between a Funds investments and those of its benchmarks, rounding of share prices, changes to the benchmark, regulatory policies, and leverage, may affect its ability to achieve perfect correlation. The magnitude of any tracking error may be affected by a higher portfolio turnover rate. Because an index is just a composite of the prices of the securities it represents rather than an actual portfolio of those securities, an index will have no expenses. As a result, the Fund, which will have expenses such as custody, management fees and other operational costs, and brokerage expenses, may not achieve its investment objective of accurately correlating to an index.
Asset Allocation Risks
The Asset Allocation Funds are subject to the risk that the Advisors or Sub-advisors asset allocation decisions between equity securities, on the one hand, and fixed income securities, on the other hand, will not anticipate market trends successfully. For example, investing too heavily in common stocks during a stock market decline may result in a failure to preserve capital. Conversely, investing too heavily in fixed income securities during a period of stock market appreciation may result in lower total returns.
Exchange-Traded Fund Risk
An investment in an ETF generally presents the same primary risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment objectives, strategies, and policies. The price of an ETF can fluctuate up or down, and a Fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs may be subject to the following risks that do not apply to conventional funds: (i) the market price of an ETFs shares may trade above or below their net asset value; (ii) an active trading market for an ETFs shares may not develop or be maintained; or (iii) trading of an ETFs shares may be halted if the listing exchanges officials deem such action appropriate, the shares are delisted from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally.
Risks Related to Commodities and Natural Resources
An investment in commodities, or in operating companies that have significant exposure to commodities, exposes a Fund to the greater volatility of the commodity markets, to commodity-specific risks (drought, floods, weather, disease, supply/demand imbalances), and to international economic, political and regulatory influences that frequently affect the commodities markets and the operations of companies engaged in natural resources industries. The natural resources industries can be significantly affected by international political and economic developments, energy conservation, the success of exploration projects, commodity prices and tax and other government regulations.
Risks Related to Exchange-Traded Notes
The value of ETNs, which combine features of ETFs and bonds, depends on the performance of the index underlying the ETN and the creditworthiness of the ETNs issuer. Unlike ETFs, ETNs are not structured as investment companies and, unlike bonds, they may have no periodic interest payments. ETNs are not secured by any collateral.
Risks Related to Hedge Fund Strategies
An investment by a Fund in an investment company that employs one or more hedge fund strategies may have markedly higher investment management fees than other funds. Hedge fund strategies may be narrowly focused on a particular market, security type, activity or event, and would be exposed to greater risk of loss if the investment thesis or assumptions underlying the focus do not occur as anticipated. Hedge fund strategies intended to reduce the Funds volatility may fail to do so effectively. The use of leverage by a hedge fund strategy (e.g., through options or short sales) will magnify any losses incurred by the strategy.
Infrastructure Assets Risk
An investment in infrastructure operators and projects (e.g., toll roads, port facilities, transmission lines, sewage treatment plants) exposes a Fund to the risks associated with large, long-term construction projects, to financial, operating and competitive risks, and to the risks of changing economic and regulatory conditions and political instability in the country or region where the asset is located. These risks may be amplified for real assets located outside of the United States. An infrastructure fund may be less diversified than other funds that invest in a broad range of industries.
Inflation-Indexed Securities Risks
The value of inflation-indexed, fixed income securities generally fluctuates in response to changes in real interest rates, which are in turn tied to the relationship between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of an inflation-indexed security. A Fund may also experience a loss on an inflation-indexed security if there is deflation. If inflation is lower than expected during the period the Fund holds an inflation-indexed security, the Fund may earn less on the security than on a conventional bond.
Risks Related to Healthcare Strategies
An investment by a Fund in healthcare securities exposes the Fund to the overall condition of the healthcare industry and makes the Fund more susceptible to economic, political and regulatory risks or other occurrences associated with the healthcare industry than a fund that does not focus on healthcare companies.
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Risks Related to Real Estate
An investment in real estate, through investment in a real estate investment trust, exposes a Fund to the risks of owning real estate directly, such as market-specific conditions (economic, supply/demand imbalances), creditworthiness of the issuer, quality of property management, and changing interest rates.
Risks Related to Floating Rate Loans
An investment in floating rate commercial loans (through an investment in another investment company) exposes a Fund to the creditworthiness of the lender from which the interests in the loans are acquired, as well as interest rate, prepayment, credit and counterparty risks that are associated with the underlying borrowers of the loans. No active trading market may exist for certain loans, and existing trading markets could suffer impairment. Depending on market conditions, it may be difficult to value the loans.
Temporary Defensive Investments
The Funds (except the Money Market Funds) may temporarily depart from their principal investment strategies by investing their assets in cash and shorter-term debt securities and similar obligations. They may do this to minimize potential losses and maintain liquidity to meet shareholder redemptions during adverse market conditions. This may cause a Fund to fail to meet its investment objective and to give up greater investment returns to maintain the safety of principal, that is, the original amount invested by shareholders. Interest income from temporary investments may be taxable to shareholders as ordinary income.
Except as otherwise provided, the Funds have adopted the investment limitations set forth below. If any percentage restriction on investment or utilization of assets is adhered to at the time an investment is made, a later change in percentage resulting from a change in the market value of a Funds assets or redemptions of shares will not be considered a violation of a limitation. Limitations which are designated as fundamental policies may not be changed without the affirmative vote of the lesser of (i) 67% or more of the shares of a Fund present at a shareholders meeting if holders of more than 50% of the outstanding shares of the Fund are present in person or by proxy or (ii) more than 50% of the outstanding shares of a Fund. Limitations which are designated as non-fundamental policies may be changed by the Board without shareholder approval. Shareholders will be notified before any material change in non-fundamental policies become effective.
Affiliated Persons Risks
In managing the Strategic Allocation Funds, the Advisor has the authority to select and substitute the Underlying Funds in which the Strategic Allocation Funds will invest. The Advisor is subject to conflicts of interest in allocating Fund assets among the various Underlying Funds both because the fees payable to it and/or its affiliates by some Underlying Funds are higher than the fees payable by other Underlying Funds and because the Advisor is also primarily responsible for managing the Underlying Funds. The Trustees and officers of the Strategic Allocation Funds may also have conflicting interests in fulfilling their fiduciary duties to both the Fund and the Underlying Funds.
Money Market Fund Regulatory Risks
Legislative changes and developments may also affect the Money Market Funds and their investment strategies, performance, yield and operating expenses. On July 23, 2014, the SEC adopted amendments to money market fund regulations, which structurally change the way that certain money market funds will be required to operate. These amendments are generally effective during 2016 and, when implemented, will affect the Money Market Funds operations and may affect the Money Market Funds expenses and return potential.
INVESTMENT LIMITATIONS LARGE-CAP STRATEGY FUND, MULTI-MANAGER ALTERNATIVES FUND, MULTI-MANAGER REAL ASSET FUND, STRATEGIC ALLOCATION CONSERVATIVE FUND, STRATEGIC ALLOCATION AGGRESSIVE FUND, MUNICIPAL BOND FUND, NEW YORK MUNICIPAL BOND FUND, U.S. TREASURY MONEY MARKET FUND.
Fundamental Investment Limitations
The following limitations cannot be changed unless authorized by the Board of Trustees (Board) and by the vote of a majority of the Funds outstanding voting securities, as defined by the 1940 Act.
Issuing Senior Securities and Borrowing Money
Each Fund may borrow money, directly or indirectly, and issue senior securities, to the maximum extent permitted under the 1940 Act, any rule or order thereunder, or any SEC staff interpretation thereof.
Underwriting
The Funds may not underwrite the securities of other issuers, except that the Funds may engage in transactions involving the acquisition, disposition or resale of their portfolio securities, under circumstances where the Funds may be considered to be an underwriter under the Securities Act of 1933.
Investing in Real Estate
The Funds will not invest in real estate, except that: (i) the Funds may invest in issuers which invest, deal, or otherwise engage in transactions in real estate or interests therein, or invest in securities that are secured by real estate or interests therein, including real estate investment trusts; (ii) investments in securities of issuers that invest in real estate and investments in mortgage-backed securities, mortgage participations or other instruments supported by interests in real estate are not subject to this limitation; and (iii) the Funds may exercise their rights under agreements relating to such securities, including the right to enforce security interests and hold real estate acquired by reason of such enforcement until that real estate can be liquidated in an orderly manner.
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Lending Cash or Securities
The Funds may not make loans, provided that this restriction does not prevent the Funds from purchasing debt obligations, entering into repurchase agreements, lending their assets to broker/dealers or institutional investors and investing in loans, including assignments and participation interests.
Investing in Commodities
The Funds may not purchase or sell physical commodities, provided that the Funds may purchase securities of companies that deal in commodities. For purposes of this restriction, investments in transactions involving futures contracts and options, forward currency contracts, swap transactions and other financial contracts that settle by payment of cash are not deemed to be investments in commodities.
Concentration of Investments
The Funds will not make investments that will result in the concentration of their investments in the securities of issuers primarily engaged in the same industry. For purposes of this restriction, the term concentration has the meaning set forth in the 1940 Act, any rule or order thereunder, or any SEC staff interpretation thereof. Government securities and municipal securities will not be deemed to constitute an industry. With respect to any Fund investing in real estate-related securities, industry classifications shall include, but not be limited to, the following: Real Estate Development; Real Estate Operating Companies; Real Estate Services; Diversified Real Estate Activities; Diversified REITs; Industrial REITs; Office REITs; Residential REITs; Retail REITs; Healthcare REITs; Hotel and Resort REITs; and Specialized REITs. These industry classifications are not fundamental and may be changed without the vote of a majority of the outstanding shares of the Funds. Furthermore, a Funds investment in an investment company that concentrates its investments in a particular industry or group of industries will not be considered an investment by the Fund in that particular industry or group of industries.
Diversification all Funds except New York Municipal Bond Fund
With respect to securities comprising 75% of the value of its total assets, the Funds will not purchase securities of any one issuer (other than cash; cash items; securities issued or guaranteed by the government of the United States or its agencies or instrumentalities and repurchase agreements collateralized by such U.S. government 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 the Funds would own more than 10% of the outstanding voting securities of that issuer.
Non-Fundamental Investment Limitations
The following limitations may be changed by the Board without shareholder approval. Shareholders will be notified before any material change in these limitations becomes effective.
Buying on Margin
U.S. Treasury Money Market Fund: The Fund will not purchase securities on margin, provided that the Fund may obtain short-term credits necessary for the clearance of purchases and sales of securities.
New York Municipal Bond Fund: The Fund will not purchase securities on margin, provided that the Fund may obtain short-term credits necessary for the clearance of purchases and sales of securities, and further provided that the Fund may make margin deposits in connection with its use of financial options, forward and spot currency contracts, and other financial contracts or derivative instruments.
Illiquid Securities
A Fund may not purchase or acquire any security if, as a result, more than 15% (5% in the case of the U.S. Treasury Money Market Fund) of its net assets would be invested in securities that are illiquid.
Borrowing Money
The Funds will not borrow money for investment leverage, but rather as a temporary, extraordinary, or emergency measure or to facilitate management of the portfolio by enabling the Funds to meet redemption requests when the liquidation of portfolio assets is deemed to be inconvenient or disadvantageous. The Funds will not purchase any securities while borrowings in excess of 5% of the value of its total assets are outstanding. The Funds do not anticipate entering into reverse repurchase agreements in excess of 5% of their net assets.
Pledging Assets
The Funds will not mortgage, pledge, or hypothecate any of their assets, provided that this shall not apply to the transfer of securities in connection with any permissible borrowing or to collateral arrangements in connection with permissible activities.
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Investing in Other Investment Companies
The Funds may invest their assets in securities of other investment companies, including ETFs, as an efficient means of carrying out their investment policies. It should be noted that investment companies incur certain expenses, such as management fees, and, therefore, any investment by the Funds in shares of other investment companies may be subject to such duplicate expenses. At the present time, the Funds expect that their investments in other investment companies may include shares of money market funds, including funds affiliated with the Funds investment advisor, and ETFs.
In applying the Funds investment limitation on concentration of investments: (a) utility companies will be divided according to their services, for example, gas, gas transmission, electric and telephone will each be considered a separate industry; (b) financial service companies will be classified according to the end users of their services, for example, automobile finance, bank finance and diversified finance will each be considered a separate industry; and (c) asset-backed securities will be classified according to the underlying assets securing such securities. To conform to the current view of the SEC that only domestic bank instruments may be excluded from industry concentration limitations, as a matter of non-fundamental policy, the Funds will not exclude foreign bank instruments from industry concentration limits as long as the policy of the SEC remains in effect. In addition, investments in bank instruments, and investments in certain industrial development bonds funded by activities in a single industry, will be deemed to constitute investment in an industry, except when held for temporary defensive purposes. The investment of more than 25% of the value of the Funds total assets in any one industry will constitute concentration.
Except with respect to borrowing money, 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 restriction. None of the Funds has any present intent to borrow money in excess of 5% of the value of its net assets during the coming fiscal year.
For purposes of its policies and limitations, the Funds consider 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.
INVESTMENT LIMITATIONS ALL OTHER FUNDS
Fundamental Investment Limitations
The following investment restrictions may be changed only by a vote of the majority of the outstanding Shares of a Fund.
All Funds will not:
1. Purchase securities of any one issuer, other than obligations issued or guaranteed by the U.S. Government (and regulated investment companies as defined in the Code for each Fund), its agencies or instrumentalities, if, immediately after such purchase, more than 5% of the Funds total assets would be invested in such issuer or the Fund would hold more than 10% of the outstanding voting securities of the issuer, except that 25% or less of the Funds total assets may be invested without regard to such limitations. There is no limit to the percentage of assets that may be invested in U.S. Treasury bills, notes, or other obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities.
2. Purchase any securities which would cause more than 25% of the Funds total assets at the time of purchase to be invested in securities of one or more issuers conducting their principal business activities in the same industry, provided that (a) there is no limitation with respect to obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, and repurchase agreements secured by obligations of the U.S. Government, its agencies or instrumentalities (and regulated investment companies as defined in the Code for each Fund); (b) wholly owned finance companies will be considered to be in the industries of their parents if their activities are primarily related to financing the activities of their parents; (c) with respect to all Funds utilities will be divided according to their services (for example, gas, gas transmission, electric and gas, electric, and telephone will each be considered a separate industry); and (d) with respect to all Funds, technology companies will be divided according to their services (for example, medical devices, biotechnology, semi-conductor, software and communications will each be considered a separate industry).
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In addition, all Funds will not:
1. Borrow money or issue senior securities except that each Fund may enter into reverse repurchase agreements and may otherwise borrow money or issue senior securities as and to the extent permitted by the 1940 Act or any rule, order or interpretation thereunder. (The 1940 Act currently permits each Fund to borrow up to one-third the value of its total assets at the time of such borrowing.)
2. Make loans, except that the Fund may purchase or hold debt instruments and lend portfolio securities in accordance with its investment objective and policies, make time deposits with financial institutions and enter into repurchase agreements.
3. Purchase securities on margin, except for use of short-term credit necessary for clearance of purchases of portfolio securities, except as may be necessary to make margin payments in connection with derivative securities transactions, and except to the extent disclosed in the current prospectus or statement of additional information of such Fund;
4. Underwrite the securities issued by other persons, except to the extent that the Fund may be deemed to be an underwriter under certain securities laws in the disposition of restricted securities;
5. Purchase or sell real estate (although investments in marketable securities of companies engaged in such activities and securities secured by real estate or interests therein are not prohibited by this restriction); and
6. Purchase or sell commodities or commodities contracts, except to the extent disclosed in the current prospectus or statement of additional information of such Fund.
Non-Fundamental Investment Limitations
The following investment restrictions may be changed without the vote of a majority of the outstanding Shares of the Funds. Each Fund may not:
1. Purchase or otherwise acquire any security if, as a result, more than 15% (5% in the case of U.S. Government Money Market Fund) of its net assets would be invested in securities that are illiquid.
2. Purchase securities of other investment companies, except (a) in connection with a merger, consolidation, acquisition or reorganization, and (b) to the extent permitted by the 1940 Act, or pursuant to any exemptions therefrom.
3. Mortgage or hypothecate the Funds assets in excess of one-third of such Funds total assets.
4. The Multi-Manager International Fund and U.S. Government Money Market Fund may not engage in any short sales. Each Fund other than the Multi-Manager International Fund may not engage in short sales of any securities at any time if, immediately after and as a result of the short sale, the market value of securities sold short by such Fund would exceed 25% of the value of that Funds net assets.
If any percentage restriction or requirement described above is satisfied at the time of investment, a later increase or decrease in such percentage resulting from a change in asset value will not constitute a violation of such restriction or requirement. However, should a change in net asset value (NAV) or other external events cause a Funds investments in illiquid securities to exceed the limit set forth in this SAI for its investment in illiquid securities, such Fund will act to cause the aggregate amount of such securities to come within such limit as soon as reasonably practicable. In such an event, however, no Fund would be required to liquidate any portfolio securities where such Fund would suffer a loss on the sale of such securities.
REGULATORY COMPLIANCE
The Money Market Funds may follow non-fundamental operational policies that are more restrictive than their fundamental investment limitations, as set forth in the prospectuses and this SAI, in order to comply with applicable laws and regulations, including the provisions of and regulations under the 1940 Act. In particular, the Money Market Funds will comply with the various requirements of Rule 2a-7 (Rule), which regulates money market mutual funds. The Money Market Funds will determine the effective maturity of their investments according to the Rule. The Money Market Funds may change these operational policies to reflect changes in the laws and regulations without the approval of their shareholders.
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PORTFOLIO TURNOVER
The portfolio turnover rate for each Fund is calculated by dividing the lesser of a Funds purchases or sales of portfolio securities for the year by the monthly average value of the portfolio securities. The SEC requires that the calculation exclude all securities whose remaining maturities at the time of acquisition were one year or less.
The portfolio turnover rate for a Fund may vary greatly from year to year, and may also be affected by cash management requirements for share redemptions. High portfolio turnover rates will generally result in higher transaction costs, including brokerage commissions, to a Fund and may result in tax consequences to shareholders. Portfolio turnover will not be a limiting factor in making investment decisions.
The table below shows any significant variation in the Funds portfolio turnover rate for the fiscal years ended April 30, 2015 and 2016.
Fund* |
2015 | 2016 | ||||||
Strategic Allocation Moderate Fund |
23 | % | 52 | % | ||||
Intermediate-Term Bond Fund |
45 | % | 32 | % | ||||
Broad Market Bond Fund |
45 | % | 44 | % | ||||
Short-Term Bond Fund |
138 | % | 104 | % | ||||
New York Municipal Bond Fund |
31 | % | 24 | % | ||||
Large-Cap Strategy Fund |
15 | % | 81 | % | ||||
Multi-Manager International Fund |
78 | % | 71 | % | ||||
Multi-Manager Alternatives Fund |
434 | % | 387 | % | ||||
Multi-Manager Real Asset Fund |
242 | % | 418 | % | ||||
Strategic Allocation Conservative Fund |
24 | % | 33 | % | ||||
Strategic Allocation Aggressive Fund |
20 | % | 51 | % | ||||
Municipal Bond Fund |
50 | % | 32 | % |
* | The portfolio turnover rate for certain funds may vary greatly from year to year as well as within a particular year, and may also be affected by cash requirements for redemptions of Shares. High portfolio turnover rates will generally result in higher transaction costs, including brokerage commissions, and may result in additional tax consequences to a Funds shareholders. |
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DETERMINING MARKET VALUE OF SECURITIES
MONEY MARKET FUNDS
The Trustees have decided that the best method for determining the value of portfolio instruments is amortized cost. Under this method, portfolio instruments are valued at the acquisition cost as adjusted for amortization of premium or accumulation of discount rather than at current market value. Accordingly, neither the amount of daily income nor the NAV is affected by any unrealized appreciation or depreciation of the portfolio. In periods of declining interest rates, the indicated daily yield on Shares of the Fund computed by dividing the annualized daily income on the Funds portfolio by the NAV computed as above may tend to be higher than a similar computation made by using a method of valuation based upon market prices and estimates. In periods of rising interest rates, the opposite may be true.
A Funds use of the amortized cost method of valuing portfolio instruments depends on its compliance with certain conditions in the Rule promulgated by the SEC under the 1940 Act. Under the Rule, the Trustees must establish procedures reasonably designed to stabilize the NAV per share, as computed for purposes of distribution and redemption, at $1.00 per share, taking into account current market conditions and the Funds investment objective. The procedures include monitoring the relationship between the amortized cost value per share and the NAV per share based upon available indications of market value. The Trustees will decide what, if any, steps should be taken if there is a difference of more than 0.5 of 1% between the two values. The Trustees will take any steps they consider appropriate (such as redemption in kind or shortening the average portfolio maturity) to minimize to the extent reasonably practicable material dilution or other unfair results arising from differences between the two methods of determining NAV.
FIXED INCOME, ALTERNATIVE, ASSET ALLOCATION AND EQUITY FUNDS
Market values of the Equity, Alternatives, Asset Allocation and Fixed Income Funds portfolio securities are determined as follows:
| for equity securities, according to the last sale price in the market in which they are primarily traded (either a national securities exchange or the over-the-counter market), if available; |
| in the absence of recorded sales for equity securities, according to the mean between the last closing bid and asked prices; |
| futures contracts and options are generally valued at market values established by the exchanges on which they are traded at the close of trading on such exchanges. Options traded in the over-the-counter market are generally 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; |
| for fixed income securities, according to the mean between bid and asked prices as furnished by an independent pricing service, except that fixed income securities with remaining maturities of less than 60 days at the time of purchase may be valued at amortized cost; and |
| for all other securities at fair value as determined in accordance with procedures established by and under the general supervision of 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. From time to time, when prices cannot be obtained from an independent pricing service, securities may be valued based on quotes from broker-dealers or other financial institutions that trade the securities.
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TRADING IN FOREIGN SECURITIES
Trading in foreign securities may be completed at times which 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 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 the foreign exchange rate in effect at 4:00 p.m. Eastern time, on the day the value of the foreign security is determined. Occasionally, events that affect these values and exchange rates may occur between the times at which they are determined and the closing of the NYSE. If such events materially affect the value of portfolio securities, these securities may be valued at their fair value as determined in good faith by the Funds Board, although the actual calculation may be done by others.
Each Funds (other than the Money Market Funds) NAV per Share fluctuates and is based on the market value of all securities and other assets of the Fund.
The NAV for each class of Shares may differ due to the variance in daily net income realized by each class. Such variance will reflect only accrued net income to which the shareholders of a particular class are entitled.
Under the Distributors Contract with the Funds, ALPS Distributors, Inc. (Distributor) offers Shares on a continuous, best-efforts basis.
FRONT-END SALES CHARGE REALLOWANCES
The Distributor receives a front-end sales charge on certain Share sales. The Distributor generally pays up to 90% (and as much as 100%) of this charge to investment professionals for sales and/or administrative services. Any payments to investment professionals in excess of 90% of the front-end sales charge are considered supplemental payments. The Distributor retains any portion not paid to an investment professional, and makes this available for marketing and sales-related activities and expenses, including those of the Advisor and its affiliates.
ADVANCE COMMISSIONS
When an investment professionals customer purchases Shares, the investment professional may receive an advance commission as follows:
Class A Shares (for purchases over $1 million)
Equity, Multi-Manager and Strategic Allocation Funds
Purchase Amount |
Advance Commission
as a Percentage of Public Offering Price |
|||
$1 million - $2,999,999.99 |
1.00 | % | ||
$3 million - $4,999,999.99 |
0.50 | % | ||
Over $5 million |
0.25 | % |
Fixed Income Funds (excluding Short-Term Bond Fund)
Purchase Amount |
Advance Commission
as a Percentage of Public Offering Price |
|||
$1 million - $2,999,999.99 |
0.75 | % | ||
$3 million - $4,999,999.99 |
0.50 | % | ||
Over $5 million |
0.25 | % |
35
Short-Term Bond Fund
Purchase Amount |
Advance Commission
as a Percentage of Public Offering Price |
|||
$250,000 - $2,999,999.99 |
0.75 | % | ||
$3 million - $4,999,999.99 |
0.50 | % | ||
Over $5 million |
0.25 | % |
Advance commissions are calculated on a year by year basis based on amounts invested during that year. Accordingly, with respect to additional purchase amounts, the advance commission breakpoint resets annually to the first breakpoint on the anniversary of the first purchase.
Class A Share purchases under this program may be made by Letter of Intent or by combining concurrent purchases. The above advance commission will be paid only on those purchases that were not previously subject to a front-end sales charge or dealer advance commission. Certain retirement accounts may not be eligible for this program.
RULE 12B-1 PLAN (CLASS A SHARES, SERVICE CLASS SHARES AND ADMINISTRATIVE CLASS SHARES)
As a compensation-type plan, the Rule 12b-1 Plan (Plan) is designed to pay a financial intermediary (including the Distributor, the Advisor and their affiliates) for activities principally intended to result in the sale of Shares such as advertising and marketing of Shares (including printing and disseminating prospectuses and sales literature to prospective shareholders and financial intermediaries) and providing incentives to financial intermediaries to sell Shares, and to provide distribution related and/or recordkeeping and administrative services for Fund shareholders. The Plan is also designed to cover other costs incurred in implementing and operating the Plan. In accordance with the Plan, the Distributor may enter into agreements with financial intermediaries, such as brokers and dealers, relating to distribution and/or marketing services. The Distributor may also enter into Rule 12b-1 related agreements with administrators (including financial intermediaries, fiduciaries, custodians for public funds, and investment advisors) to provide distribution related and other services. The Plan is expected to benefit a Fund in a number of ways. For example, it is anticipated that the Plan will help a Fund attract and retain assets, thus providing cash for orderly portfolio management and Share redemptions and possibly helping to stabilize or reduce other operating expenses.
In addition, the Plan is integral to the multiple class structure of the Funds, which promotes the sale of Shares by providing a range of options to investors. The Funds service providers that receive asset-based fees also benefit from stable or increasing Fund assets.
A Fund may compensate a financial intermediary more or less than its actual marketing and administrative expenses. In no event will a Fund pay for any expenses of a financial intermediary that exceed the maximum Plan fee of the Funds average daily net assets.
For some classes of Shares, the maximum Plan fee that can be paid in any one year may not be sufficient to cover the marketing-related expenses the financial intermediary has incurred. Therefore, it may take the financial intermediary a number of years to recoup these expenses.
The Distributor, the Advisor and their affiliates may benefit from arrangements where the Plan fees related to Class C Shares may be paid to third parties who have provided the funds to make advance commission payments to financial intermediaries.
SHAREHOLDER SERVICES PLAN (CLASS A SHARES, CLASS I SHARES, SERVICE CLASS SHARES, ADMINISTRATIVE CLASS SHARES AND SELECT CLASS SHARES)
The Funds may pay financial intermediaries, including the Distributor, the Advisor and their affiliates, a monthly fee computed at an annual rate not to exceed 0.25 of 1% of the average aggregate net asset value of the shares of a class held during the month, for providing shareholder services and maintaining shareholder accounts.
ADDITIONAL PAYMENTS TO FINANCIAL INTERMEDIARIES
In addition to the Rule 12b-1 and/or shareholder services fees that a Fund may pay to financial intermediaries, the Distributor and the Advisor and their affiliates may pay out of their own reasonable resources and legitimate profits amounts (including items of material value) to certain financial intermediaries. While Financial Industry Regulatory Authority (FINRA) regulations limit the sales charges that you may bear as a Fund shareholder, there are no limits with regard to the amounts that the Distributor, the Advisor and their affiliates may pay out of their own reasonable resources and legitimate profits. Contact your financial intermediary for information about any payments it receives from the Distributor, the Advisor and their affiliates for any service the financial intermediary provides.
The following examples illustrate the types of instances in which the Distributor, the Advisor and their affiliates may make additional payments to a financial intermediary.
36
SUPPLEMENTAL PAYMENTS
Financial intermediaries may be paid fees out of the assets of the Distributor, the Advisor and their affiliates.
Financial intermediaries may receive fees for providing distribution-related, recordkeeping or shareholder services such as sponsoring sales, providing sales literature, conducting training seminars for employees, and engineering sales-related computer software programs and systems. Also, financial intermediaries may be paid cash or promotional incentives, such as reimbursement of certain expenses relating to attendance at informational meetings about a Fund or other special events at recreational-type facilities, or items of material value. These payments, subject to applicable limits, if any, will be based upon the amount of Shares the financial intermediary sells or may sell and/or upon the type and nature of sales or marketing support furnished by the financial intermediary.
Processing Support Payments
The Distributor, the Advisor and their affiliates may make payments to financial intermediaries that sell Fund Shares to help offset their costs associated with client account maintenance support, statement processing and transaction processing. The types of payments that they may make under this category include: payment of ticket charges on a per transaction basis; payment of networking fees; and payment for ancillary services such as setting up funds on the financial intermediaries mutual fund trading system.
Retirement Plan Program Servicing Payments
The Distributor, the Advisor and their affiliates may make payments to certain financial intermediaries who sell Fund Shares through retirement plan programs. A financial intermediary may perform retirement plan program services itself or may arrange with a third party to perform retirement plan program services. In addition to participant recordkeeping, reporting, or transaction processing, retirement plan program services may include services rendered to a plan in connection with fund/investment selection and monitoring; employee enrollment and education; plan balance rollover or separation, or other similar services.
Other Benefits to Financial Intermediaries
From time to time, the Distributor, the Advisor and their affiliates, at their expense, may provide additional compensation to financial intermediaries that sell or arrange for the sale of Shares. Such compensation may include financial assistance to financial intermediaries that enable the Distributor, the Advisor and their affiliates to participate in or present at conferences or seminars, sales or training programs for invited employees, client and investor events and other financial intermediary-sponsored events.
The Distributor, the Advisor and their affiliates also may hold or sponsor, at their expense, sales events, conferences and programs for employees or associated persons of financial intermediaries and may pay the travel and lodging expenses of attendees. The Distributor, the Advisor and their affiliates also may provide, at their expense, meals and entertainment in conjunction with meetings with financial intermediaries. Other compensation may be offered to the extent not prohibited by applicable laws, regulations or the rules of any self-regulatory agency, such as FINRA.
UNDERWRITING COMMISSIONS
The following chart reflects the total sales charges paid to M&T Securities, Manufacturers and Traders Trust Company, and Wilmington Trust Retirement and Investment Services (together, M&T), affiliates of the Advisor, in connection with the sale of Class A Shares of the Funds and the amount retained by the Distributor for the last three fiscal years ended April 30, 2016, April 30, 2015 and April 30, 2014:
2016 | 2015 | 2014 | ||||||||||||||||||||||
Fund/Class |
Total Sales
Charges |
Amount
Retained |
Total Sales
Charges |
Amount
Retained |
Total Sales
Charges |
Amount
Retained |
||||||||||||||||||
Wilmington Strategic Allocation Moderate Fund Class A |
$ | 38,838 | | $ | 61,793 | | $ | 47,949 | | |||||||||||||||
Wilmington Intermediate-Term Bond Fund Class A |
$ | 45 | | $ | 814 | | $ | 966 | | |||||||||||||||
Wilmington Broad Market Bond Fund Class A |
$ | 500 | | $ | 3,200 | | $ | 1,220 | | |||||||||||||||
Wilmington Short-Term Bond Fund Class A |
$ | 443 | | $ | 77 | | $ | 395 | | |||||||||||||||
Wilmington New York Municipal Bond Fund Class A |
$ | 4,907 | | $ | 3,688 | | $ | 2,062 | |
37
2016 | 2015 | 2014 | ||||||||||||||||||||||
Fund/Class |
Total Sales
Charges |
Amount
Retained |
Total Sales
Charges |
Amount
Retained |
Total Sales
Charges |
Amount
Retained |
||||||||||||||||||
Wilmington Multi-Manager International Fund Class A |
$ | 3,529 | | $ | 2,667 | | $ | 644 | | |||||||||||||||
Wilmington Multi-Manager Alternatives Fund Class A |
$ | 143 | | $ | 54 | | $ | | | |||||||||||||||
Wilmington Multi-Manager Real Asset Fund Class A |
$ | 1,790 | | $ | 10,315 | | $ | 2,471 | | |||||||||||||||
Wilmington Strategic Allocation Conservative Fund Class A |
$ | 1,439 | | $ | 1,921 | | $ | 5,769 | | |||||||||||||||
Wilmington Strategic Allocation Aggressive Fund Class A |
$ | 2,778 | | $ | 2,873 | | $ | 3,961 | | |||||||||||||||
Wilmington Municipal Bond Fund Class A |
$ | 11,581 | | $ | 16,895 | | $ | 10,690 | |
38
EXCHANGING SECURITIES FOR SHARES
You may contact the Distributor to request a purchase of Shares in exchange for securities you own. The Funds reserve the right to determine whether to accept your securities and the minimum market value to accept. The Funds will value your securities in the same manner as it values its assets. This exchange is treated as a sale of your securities for federal tax purposes.
Certain investment professionals may wish to use the transfer agents sub-accounting system to minimize their internal recordkeeping requirements. The transfer agent may charge a fee based on the level of sub-accounting services rendered. Investment professionals holding Shares in a fiduciary, agency, custodial, or similar capacity may charge or pass through sub-accounting fees as part of or in addition to normal trust or agency account fees. They may also charge fees for other services that may be related to the ownership of Shares. This information should, therefore, be read together with any agreement between the customer and the investment professional about the services provided, the fees charged for those services, and any restrictions and limitations imposed.
Although each Fund intends to pay Share redemptions in cash, it reserves the right, as described below, to pay the redemption price in whole or in part by a distribution of a Funds portfolio securities.
Because the Funds have elected to be governed by Rule 18f-1 under the 1940 Act, each 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 net assets represented by such Share class during any 90-day period.
Any Share redemption payment greater than this amount will also be in cash unless the Funds Board 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 Funds Board 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 redemption is made in kind, shareholders receiving the portfolio securities and selling them before their maturity could receive less than the redemption value of the securities and could incur certain transaction costs.
VOTING RIGHTS
Each Share of a Fund gives the shareholder one vote in Trustee elections and other matters submitted to shareholders for vote.
All Shares of the Trust have equal voting rights, except that in matters affecting only a particular Fund or class, only Shares of that Fund or class are entitled to vote.
Trustees may be removed by the Board or by shareholders at a special meeting. A special meeting of shareholders will be called by the Board upon the written request of shareholders who own at least 10% of the Trust's outstanding shares of all series entitled to vote.
39
As of August 1, 2016, the following shareholders owned of record, beneficially, or both, 5% or more of the outstanding shares:
Fund/Class |
Account Name and Address |
% Owned of
Class |
||||||||
LARGE-CAP STRATEGY FUND CLASS I |
SEI PRIVATE TRUST COMPANY | 54.18 | ||||||||
C/O M&TBANK/WTC ID 337 | ||||||||||
ATTN: MUTUAL FUND ADMINISTRATOR | ||||||||||
ONE FREEDOM VALLEY DRIVE | ||||||||||
OAKS, PA 19456 | ||||||||||
SEI PRIVATE TRUST COMPANY | 15.43 | |||||||||
C/O M&TBANK/WTC ID 337 | ||||||||||
ATTN: MUTUAL FUND ADMINISTRATOR | ||||||||||
ONE FREEDOM VALLEY DRIVE | ||||||||||
OAKS, PA 19456 | ||||||||||
SEI PRIVATE TRUST COMPANY | 5.14 | |||||||||
C/O WILMINGTON BANK ID 337 | ||||||||||
ONE FREEDOM VALLEY DRIVE | ||||||||||
OAKS, PA 19456 |
40
Fund/Class |
Account Name and Address |
% Owned of
Class |
||||||
MULTI-MANAGER INTERNATIONAL FUND CLASS A |
SUBRAMONIAN SHANKAR | 15.31 | ||||||
5990 NEELY CT | ||||||||
NORCROSS GA 30092-1418 | ||||||||
MULTI-MANAGER INTERNATIONAL FUND CLASS I |
SEI PRIVATE TRUST CO | 34.40 | ||||||
C/O M&T BANK ID337 | ||||||||
ATTN: MUTUAL FUNDS ADMINISTRATOR | ||||||||
1 FREEDOM VALLEY DR | ||||||||
OAKS PA 19456-9989 | ||||||||
SEI PRIVATE TRUST COMPANY | 16.78 | |||||||
C/O M&TBANK/WTC ID 337 | ||||||||
ATTN: MUTUAL FUND ADMINISTRATOR | ||||||||
ONE FREEDOM VALLEY DRIVE | ||||||||
OAKS, PA 19456 |
41
Fund/Class |
Account Name and Address |
% Owned of
Class |
||||||
SEI PRIVATE TRUST CO | 11.53 | |||||||
C/O M&T BANK ID337 | ||||||||
ATTN: MUTUAL FUNDS ADMINISTRATOR | ||||||||
1 FREEDOM VALLEY DR | ||||||||
OAKS PA 19456-9989 | ||||||||
MULTI-MANAGER ALTERNATIVES FUND
|
CHARLES SCHWAB | 21.18 | ||||||
FOR SPECIAL CUSTODY ACCOUNT | ||||||||
FBO OF OUR CUSTOMERS | ||||||||
ATTN MUTUAL FUNDS | ||||||||
101 MONTGOMERY ST | ||||||||
SAN FRANCISCO CA 94104-4151 | ||||||||
NFS LLC FEBO | 16.65 | |||||||
THOMAS J GREINER | ||||||||
JULIE M GREINER | ||||||||
42 SUTTON PL | ||||||||
KALISPELL MT 59901 | ||||||||
NFS LLC FEBO | 7.05 | |||||||
FMT CO CUST IRA | ||||||||
FBO NASROLLAH ZARRINGHALAM | ||||||||
30051 CENTER POINT RD | ||||||||
MILLVILLE DE 19967-6801 | ||||||||
NFS LLC FEBO | 6.88 | |||||||
NFS/FMTC IRA | ||||||||
FBO SCOTT PITSLEY | ||||||||
7612 BROWNS BRIDGE RD | ||||||||
HIGHLAND MD 20777 | ||||||||
NFS LLC FEBO | 6.39 | |||||||
NFS/FMTC ROLLOVER IRA | ||||||||
FBO KARL EHRHARDT | ||||||||
32 MALTON CT | ||||||||
PARKVILLE MD 21234 | ||||||||
NFS LLC FEBO | 5.59 | |||||||
KAREN A HARRIS MARITAL TR | ||||||||
KAREN HARRIS TTEE | ||||||||
U/A 06/18/2007 | ||||||||
3902 SILVER MAPLE CT | ||||||||
ROCKVILLE MD 20853 | ||||||||
MULTI-MANAGER ALTERNATIVES FUND
|
CHARLES SCHWAB & CO INC | 30.51 | ||||||
SPECIAL CUSTODY A/C FBO CUSTOMERS | ||||||||
ATTN MUTUAL FUNDS | ||||||||
101 MONTGOMERY ST | ||||||||
SAN FRANCISCO CA 94104-4151 | ||||||||
SEI PRIVATE TRUST COMPANY | 18.89 | |||||||
C/O M&TBANK/WTC ID 337 | ||||||||
ATTN: MUTUAL FUND ADMINISTRATOR | ||||||||
ONE FREEDOM VALLEY DRIVE | ||||||||
OAKS, PA 19456 | ||||||||
SEI PRIVATE TRUST | 9.15 | |||||||
C/O M&T BANK ID 337 | ||||||||
ATTN: MUTUAL FUND ADMIN | ||||||||
ONE FREEDOM VALLEY DRIVE | ||||||||
OAKS, PA 19456 |
42
Fund/Class |
Account Name and Address |
% Owned of
Class |
||||||
SEI PRIVATE TRUST CO | 5.51 | |||||||
C/O M&T BANK ID 337 | ||||||||
ATTN: MUTUAL FUND ADMIN | ||||||||
ONE FREEDOM VALLLEY DR | ||||||||
OAKS, PA 19456 | ||||||||
MULTI-MANAGER REAL ASSET FUND CLASS A |
TD AMERITRADE TRUST COMPANY | 23.47 | ||||||
CO#00TLB | ||||||||
P.O. BOX 17748 | ||||||||
DENVER, CO 802170748 | ||||||||
PERSHING LLC | 5.86 | |||||||
PO BOX 2052 | ||||||||
JERSEY CITY, NJ 07303-9998 | ||||||||
PERSHING | 5.22 | |||||||
PO BOX 2052 | ||||||||
JERSEY CITY, NJ 07303-2052 | ||||||||
MULTI-MANAGER REAL ASSET FUND CLASS I |
SEI PRIVATE TRUST COMPANY | 28.43 | ||||||
C/O M&T BANK ID 337 | ||||||||
ATTN: MUTUAL FUND ADMINISTRATOR | ||||||||
ONE FREEDOM VALLEY DRIVE | ||||||||
OAKS, PA 19456 | ||||||||
SEI PRIVATE TRUST COMPANY | 17.14 | |||||||
C/O M&TBANK/WTC ID 337 | ||||||||
ATTN: MUTUAL FUND ADMINISTRATOR | ||||||||
ONE FREEDOM VALLEY DRIVE | ||||||||
OAKS, PA 19456 | ||||||||
SEI PRIVATE TRUST COMPANY | 12.36 | |||||||
C/O M&T BANK ID 337 | ||||||||
ATTN: MUTUAL FUNDS ADMIN. | ||||||||
ONE FREEDOM VALLEY DRIVE | ||||||||
OAKS PA 19456 | ||||||||
SEI PRIVATE TRUST COMPANY | 12.03 | |||||||
C/O M&T BANK ID 337 | ||||||||
ATTN: MUTUAL FUND ADMINISTRATOR | ||||||||
ONE FREEDOM VALLEY DRIVE | ||||||||
OAKS, PA 19456 | ||||||||
STRATEGIC ALLOCATION CONSERVATIVE FUND CLASS A |
PERSHING LLC | 5.58 | ||||||
P.O. BOX 2052 | ||||||||
JERSEY CITY, NJ 07303-9998 | ||||||||
PERSHING LLC | 5.33 | |||||||
P.O. BOX 2052 | ||||||||
JERSEY CITY, NJ 07303-9998 | ||||||||
STRATEGIC ALLOCATION CONSERVATIVE FUND CLASS I |
T ROWE PRICE RETIREMENT PLAN | 63.19 | ||||||
SERVICES INC | ||||||||
4515 PAINTERS MILL RD | ||||||||
OWINGS MILLS MD 21117-4903 |
43
Fund/Class |
Account Name and Address |
% Owned of
Class |
||||||
MATRIX TRUST COMPANY AS TTEE FBO |
13.23 | |||||||
MANAGEMENT INC SUPPLEMNET EXECUTIVE | ||||||||
RETIREMENT PLAN A/C 079160-000.1 | ||||||||
C/O MUTUAL FUNDS | ||||||||
PO BOX 52129 | ||||||||
PHOENIX AZ 85072-2129 | ||||||||
MATRIX TRUST COMPANY AS TTEE FBO |
8.36 | |||||||
SUPPLEMENTAL EXECUTIVE RETIREMENT | ||||||||
PLAN A/C 079161-000.1 | ||||||||
C/O MUTUAL FUNDS | ||||||||
PO BOX 52129 | ||||||||
PHOENIX AZ 85072-2129 | ||||||||
STRATEGIC ALLOCATION MODERATE FUND CLASS I |
SEI PRIVATE TRUST CO | 53.62 | ||||||
C/O M&T BANK ID337 | ||||||||
ATTN: MUTUAL FUNDS ADMINISTRATOR | ||||||||
1 FREEDOM VALLEY DR | ||||||||
OAKS PA 19456-9989 | ||||||||
SEI PRIVATE TRUST CO | 36.21 | |||||||
C/O M&T BANK ID337 | ||||||||
ATTN: MUTUAL FUNDS ADMINISTRATOR | ||||||||
1 FREEDOM VALLEY DR | ||||||||
OAKS PA 19456-9989 | ||||||||
PERSHING LLC |
6.38 | |||||||
P.O. BOX 2052 |
||||||||
JERSEY CITY, NJ 07303-9998 |
||||||||
STRATEGIC ALLOCATION AGGRESSIVE FUND CLASS I |
SEI PRIVATE TRUST COMPANY | 61.64 | ||||||
C/O M&TBANK/WTC ID 337 | ||||||||
ATTN: MUTUAL FUND ADMINISTRATOR | ||||||||
ONE FREEDOM VALLEY DRIVE | ||||||||
OAKS, PA 19456 | ||||||||
T ROWE PRICE RETIREMENT PLAN | 22.71 | |||||||
SERVICES INC | ||||||||
4515 PAINTERS MILL RD | ||||||||
OWINGS MILLS MD 21117-4903 |
44
Fund/Class |
Account Name and Address |
% Owned of
Class |
||||||
INTERMEDIATE-TERM BOND FUND CLASS A |
UBS FINANCIAL SERVICES INC. FBO | 10.83 | ||||||
FIRST CONGREGATIONAL CHURCH | ||||||||
IN CONCORD NEW HAMPSHIRE | ||||||||
177 NORTH MAIN STREET | ||||||||
INVESTMENT COMMITTEE | ||||||||
CONCORD NH 03301-5039 | ||||||||
PERSHING LLC | 8.29 | |||||||
PO BOX 2052 | ||||||||
JERSEY CITY, NJ 07303-2052 | ||||||||
KRISTEN R. WARD | 5.45 | |||||||
116 ELM STREET | ||||||||
HOLLIDAYSBURG PA 16648-2929 | ||||||||
INTERMEDIATE-TERM BOND FUND CLASS I |
SEI PRIVATE TRUST COMPANY | 25.68 | ||||||
C/O M&TBANK/WTC ID 337 | ||||||||
ATTN: MUTUAL FUND ADMINISTRATOR | ||||||||
ONE FREEDOM VALLEY DRIVE | ||||||||
OAKS, PA 19456 | ||||||||
SEI PRIVATE TRUST CO | 17.27 | |||||||
C/O M&T BANK ID337 | ||||||||
ATTN: MUTUAL FUNDS ADMINISTRATOR | ||||||||
1 FREEDOM VALLEY DR | ||||||||
OAKS PA 19456-9989 | ||||||||
T ROWE PRICE RETIREMENT PLAN | 13.59 | |||||||
4515 PAINTERS MILL RD | ||||||||
OWINGS MILLS MD 21117-4903 | ||||||||
SEI PRIVATE TRUST COMPANY | 13.50 | |||||||
C/O M&TBANK/WTC ID 337 | ||||||||
ATTN: MUTUAL FUND ADMINISTRATOR | ||||||||
ONE FREEDOM VALLEY DRIVE | ||||||||
OAKS, PA 19456 | ||||||||
SEI PRIVATE TRUST CO | 11.88 | |||||||
C/O M&T BANK ID337 | ||||||||
ATTN: MUTUAL FUNDS ADMINISTRATOR | ||||||||
1 FREEDOM VALLEY DR | ||||||||
OAKS PA 19456-9989 | ||||||||
MAC & CO A/C 243100 | 8.03 | |||||||
525 WILLIAM PENN PLACE, RM 153-3602 | ||||||||
PO BOX 3198 | ||||||||
PITTSBURGH, PA 15230-3198 |
45
Fund/Class |
Account Name and Address |
% Owned of
Class |
||||||
BROAD MARKET BOND FUND CLASS A |
SUBRAMONIAN SHANKAR | 15.61 | ||||||
5990 NEELY CT | ||||||||
NORCROSS GA 30092-1418 | ||||||||
PERSHING LLC | 14.58 | |||||||
P.O. BOX 2052 | ||||||||
JERSEY CITY, NJ 07303-9998 | ||||||||
BROAD MARKET BOND FUND CLASS I |
SEI PRIVATE TRUST CO | 25.93 | ||||||
C/O M&T BANK ID337 | ||||||||
ATTN: MUTUAL FUNDS ADMINISTRATOR | ||||||||
1 FREEDOM VALLEY DR | ||||||||
OAKS PA 19456-9989 | ||||||||
SEI PRIVATE TRUST CO | 10.92 | |||||||
C/O M&T BANK ID337 | ||||||||
ATTN: MUTUAL FUNDS ADMINISTRATOR | ||||||||
1 FREEDOM VALLEY DR | ||||||||
OAKS PA 19456-9989 | ||||||||
SEI PRIVATE TRUST CO | 6.96 | |||||||
C/O M&T BANK ID337 | ||||||||
ATTN: MUTUAL FUNDS ADMINISTRATOR | ||||||||
1 FREEDOM VALLEY DR | ||||||||
OAKS PA 19456-9989 | ||||||||
SHORT-TERM BOND FUND CLASS A |
PERSHING LLC | 6.83 | ||||||
P.O. BOX 2052 | ||||||||
JERSEY CITY, NJ 07303-9998 | ||||||||
PERSHING LLC | 6.18 | |||||||
P.O. BOX 2052 | ||||||||
JERSEY CITY, NJ 07303-9998 | ||||||||
PERSHING LLC | 6.10 | |||||||
P.O. BOX 2052 | ||||||||
JERSEY CITY, NJ 07303-9998 | ||||||||
PERSHING LLC | 5.41 | |||||||
P.O. BOX 2052 | ||||||||
JERSEY CITY, NJ 07303-9998 | ||||||||
SHORT-TERM BOND FUND CLASS I |
T. ROWE PRICE RETIREMENT PLAN | 29.36 | ||||||
4515 PAINTERS MILL ROAD | ||||||||
OWINGS MILLS, MD 21117-4903 | ||||||||
SEI PRIVATE TRUST CO | 27.61 | |||||||
C/O M&T BANK ID337 | ||||||||
ATTN: MUTUAL FUNDS ADMINISTRATOR | ||||||||
1 FREEDOM VALLEY DR | ||||||||
OAKS PA 19456-9989 | ||||||||
SEI PRIVATE TRUST CO | 16.44 | |||||||
C/O M&T BANK ID337 | ||||||||
ATTN: MUTUAL FUNDS ADMINISTRATOR | ||||||||
1 FREEDOM VALLEY DR | ||||||||
OAKS PA 19456-9989 |
46
Fund/Class |
Account Name and Address |
% Owned of
Class |
||||||
SEI PRIVATE TRUST CO | 14.65 | |||||||
C/O M&T BANK ID337 | ||||||||
ATTN: MUTUAL FUNDS ADMINISTRATOR | ||||||||
1 FREEDOM VALLEY DR | ||||||||
OAKS PA 19456-9989 |
47
Fund/Class |
Account Name and Address |
% Owned of
Class |
||||||
MUNICIPAL BOND FUND CLASS I |
SEI PRIVATE TRUST COMPANY | 32.91 | ||||||
C/O M&TBANK/WTC ID 337 | ||||||||
ATTN: MUTUAL FUND ADMINISTRATOR | ||||||||
ONE FREEDOM VALLEY DRIVE | ||||||||
OAKS, PA 19456 | ||||||||
SEI PRIVATE TRUST COMPANY | 21.24 | |||||||
C/O M&T BANK ID337 | ||||||||
ATTN: MUTUAL FUNDS ADMINISTRATOR | ||||||||
1 FREEDOM VALLEY DR | ||||||||
OAKS PA 19456-9989 | ||||||||
SEI PRIVATE TRUST COMPANY | 10.61 | |||||||
C/O M&T BANK ID 337 | ||||||||
ATTN: MUTUAL FUND ADMINISTRATOR | ||||||||
ONE FREEDOM VALLEY | ||||||||
OAKS, PA 19456 | ||||||||
SEI PRIVATE TRUST COMPANY | 9.76 | |||||||
C/O M&T BANK ID337 | ||||||||
ATTN: MUTUAL FUNDS ADMINISTRATOR | ||||||||
1 FREEDOM VALLEY DR | ||||||||
OAKS PA 19456-9989 |
48
Fund/Class |
Account Name and Address |
% Owned of
Class |
||||||
NEW YORK MUNICIPAL BOND FUND CLASS A |
PERSHING LLC | 14.72 | ||||||
PO BOX 2052 | ||||||||
JERSEY CITY NJ 07303-2052 | ||||||||
PERSHING LLC | 6.94 | |||||||
PO BOX 2052 | ||||||||
JERSEY CITY NJ 07303-2052 | ||||||||
PERSHING LLC | 6.38 | |||||||
PO BOX 2052 | ||||||||
JERSEY CITY NJ 07303-2052 | ||||||||
VANGUARD BROKERAGE SERVICES | 5.57 | |||||||
A/C 8364-4750 | ||||||||
PO BOX 1170 | ||||||||
VALLEY FORGE PA 19482-1170 | ||||||||
NEW YORK MUNICIPAL BOND FUND CLASS I |
SEI PRIVATE TRUST CO | 25.25 | ||||||
C/O M&T BANK ID337 | ||||||||
ATTN: MUTUAL FUNDS ADMINISTRATOR | ||||||||
1 FREEDOM VALLEY DR | ||||||||
OAKS PA 19456-9989 | ||||||||
SEI PRIVATE TRUST CO | 11.96 | |||||||
C/O M&T BANK ID337 | ||||||||
ATTN: MUTUAL FUNDS ADMINISTRATOR | ||||||||
1 FREEDOM VALLEY DR | ||||||||
OAKS PA 19456-9989 | ||||||||
SEI PRIVATE TRUST CO | 11.64 | |||||||
C/O M&T BANK ID337 | ||||||||
ATTN: MUTUAL FUNDS ADMINISTRATOR | ||||||||
1 FREEDOM VALLEY DR | ||||||||
OAKS PA 19456-9989 |
49
Fund/Class |
Account Name and Address |
|
% Owned of
Class |
|||||
U.S. GOVERNMENT MONEY MARKET FUND SERVICE CLASS |
MANUFACTURERS & TRADERS | 84.26 | ||||||
TICE & CO 8TH FLOOR | ||||||||
ATTN TR DEPT CASH MGMT CLERK | ||||||||
PO BOX 1377 | ||||||||
BUFFALO NY 14240-1377 | ||||||||
MATRIX TRUST COMPANY AS AGENT FBO |
9.77 | |||||||
SWEEP OMNI ACCOUNT |
||||||||
PO BOX 52129 |
||||||||
PHOENIX, AZ 85072 |
||||||||
PERSHING | 5.64 | |||||||
AS AGENT FOR BROKERAGE CUSTOMERS | ||||||||
ATTN: CASH MANAGEMENT | ||||||||
1 PERSHING PLAZA | ||||||||
JERSEY CITY, NJ 07399-0002 | ||||||||
U.S. GOVERNMENT MONEY MARKET ADMININSTRATIVE CLASS |
MANUFACTURERS & TRADERS | 99.99 | ||||||
TICE & CO 8TH FLOOR | ||||||||
ATTN TR DEPT CASH MGMT CLERK | ||||||||
PO BOX 1377 | ||||||||
BUFFALO NY 14240-1377 | ||||||||
U.S. GOVERNMENT MONEY MARKET FUND SELECT CLASS |
MANUFACTURERS & TRADERS | 82.76 | ||||||
TICE & CO 8TH FLOOR | ||||||||
ATTN TR DEPT CASH MGMT CLERK | ||||||||
PO BOX 1377 | ||||||||
BUFFALO NY 14240-1377 | ||||||||
M&T BANK | 13.75 | |||||||
COMMERICAL SWEEP ACCOUNTS | ||||||||
ATTN: SWEEP OPERATIONS | ||||||||
626 COMMERCE DR | ||||||||
AMHERST NY 14228-2307 |
50
Fund/Class |
Account Name and Address |
|
% Owned of
Class |
|||||
U.S. GOVERNMENT MONEY MARKET FUND INSTITUTIONAL CLASS |
MANUFACTURERS & TRADERS | 99.99 | ||||||
TICE & CO 8TH FLOOR | ||||||||
ATTN TR DEPT CASH MGMT CLERK | ||||||||
PO BOX 1377 | ||||||||
BUFFALO NY 14240-1377 | ||||||||
U.S. TREASURY MONEY MARKET FUND SERVICE CLASS |
ARTHUR P HERMAN | 80.91 | ||||||
75 7TH AVE | ||||||||
SAN FRANCISCO CA 94118-1204 | ||||||||
BNYM IS TRUST CO CUST | 19.09 | |||||||
MICHAEL K. JONES IRA | ||||||||
704 BUD FARRAR RD | ||||||||
LILLIE, LA 71256-3020 | ||||||||
U.S. TREASURY MONEY MARKET FUND ADMINISTRATIVE CLASS |
MANUFACTURERS & TRADERS | 99.53 | ||||||
TICE & CO 8TH FLOOR | ||||||||
ATTN TR DEPT CASH MGMT CLERK | ||||||||
PO BOX 1377 | ||||||||
BUFFALO NY 14240-1377 | ||||||||
U.S. TREASURY MONEY MARKET FUND SELECT CLASS |
MANUFACTURERS & TRADERS | 57.85 | ||||||
TICE & CO 8TH FLOOR | ||||||||
ATTN TR DEPT CASH MGMT CLERK | ||||||||
PO BOX 1377 | ||||||||
BUFFALO NY 14240-1377 | ||||||||
M&T BANK | 21.36 | |||||||
COMMERICAL SWEEP ACCOUNTS | ||||||||
ATTN: SWEEP OPERATIONS | ||||||||
626 COMMERCE DR | ||||||||
AMHERST NY 14228-2307 | ||||||||
PERSHING LLC | 17.16 | |||||||
FOR THE EXCLUSIVE BENEFIT OF | ||||||||
ITS CUSTOMERS | ||||||||
1 PERSHING PLZ | ||||||||
JERSEY CITY NJ 07399-0002 |
51
Shareholders owning 25% or more of outstanding shares may be in control and be able to affect the outcome of certain matters presented for a vote of shareholders.
Shareholder |
Fund and% Owned |
|
SEI Private Trust Co, C/ O M&T Bank, One Freedom Valley Drive, Oaks, PA 19456 |
Broad Market Bond Fund, Class I 43.82% Multi-Manager International Fund, Class I 71.11% Multi-Manager Real Asset Fund, Class I 72.61% Intermediate-Term Bond Fund, Class I 72.85% Large-Cap Strategy Fund, Class I 76.76% Municipal Bond Fund, Class I 82.27% New York Municipal Bond Fund, Class I 54.42% Multi-Manager Alternatives Fund, Class I 33.55% Short-Term Bond Fund, Class I 59.82% Strategic Allocation Aggressive Fund, Class I 64.05% Strategic Allocation Moderate Fund, Class I 90.28% |
|
T Rowe Price Retirement Plan, 4515 Painters Mill Rd, Owings Mills, MD 21117 |
Strategic Allocation Conservative Fund, Class I 63.19% Short-Term Bond Fund, Class I 29.37% |
|
Manufacturers & Traders Trust Co. TICE & Co., PO Box 1377, Buffalo, NY 14240 |
U.S. Government Money Market Fund, Administrative Class 99.99% U.S. Government Money Market Fund, Service Class 84.26% U.S. Government Money Market Fund, Select Class 82.76% U.S. Government Money Market Fund, Institutional Class 100% U.S. Treasury Money Market Fund, Administrative Class 99.53% U.S. Treasury Money Market Fund, Select Class 57.85% |
|
Arthur P. Herman 75 7 th Ave San Francisco, CA 94118-1204 |
U.S. Treasury Money Market Fund, Service Class 80.91% | |
Charles Schwab & Co Inc Special Custody Account FBO Our Customers, ATTN: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4151 |
Multi-Manager Alternatives Fund, Class I 30.51% |
Disclosures
Pershing
Pershing LLC is a single member Delaware Limited Liability Company and a wholly owned subsidiary of Pershing Group LLS (parent) which is a wholly owned subsidiary of The Bank of New York Mellon Corporation (BNYM).
Manufacturers & Traders
Manufacturers and Traders Trust Company (M&T Bank).
52
The following is a summary of certain additional tax considerations generally affecting a Fund (sometimes referred to as the Fund) and its shareholders that are not described in the Prospectus. No attempt is made to present a detailed explanation of the tax treatment of the Fund or its shareholders, and the discussion here and in the Prospectus is not intended as a substitute for careful tax planning.
This Tax Information section is based on the Code and applicable regulations in effect on the date of this SAI. Future legislative, regulatory or administrative changes, including provisions of current law that sunset and thereafter no longer apply, or court decisions may significantly change the tax rules applicable to the Fund and its shareholders. Any of these changes or court decisions may have a retroactive effect.
This is for general information only and not tax advice. All investors should consult their own tax advisors as to the federal, state, local and foreign tax provisions applicable to them.
TAXATION OF THE FUND
The Funds have elected and intend to qualify, or, if newly organized, intend to elect and qualify, each year as a regulated investment company (sometimes referred to as a RIC or fund) under Subchapter M of the Code. If the Fund so qualifies, the Fund will not be subject to federal income tax on the portion of its investment company taxable income (that is, generally, taxable interest, dividends, net short-term capital gains, and other taxable ordinary income, net of expenses, without regard to the deduction for dividends paid) and net capital gain (that is, the excess of net long-term capital gains over net short-term capital losses) that it distributes to shareholders.
Qualification as a Regulated Investment Company
In order to qualify for treatment as a regulated investment company, the Fund must satisfy the following requirements:
| Distribution Requirement the Fund must distribute an amount equal to the sum of at least 90% of its investment company taxable income and 90% of its net tax-exempt income, if any, for the tax year (including, for purposes of satisfying this distribution requirement, certain distributions made by the Fund after the close of its taxable year that are treated as made during such taxable year). |
| Income Requirement the Fund must derive at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived from its business of investing in such stock, securities or currencies and net income derived from qualified publicly traded partnerships (QPTPs). |
| Asset Diversification Test the Fund must satisfy the following asset diversification test at the close of each quarter of the Funds tax year: (1) at least 50% of the value of the Funds assets must consist of cash and cash items, U.S. Government securities, securities of other regulated investment companies, and securities of other issuers (as to which the Fund has not invested more than 5% of the value of the Funds total assets in securities of an issuer and as to which the Fund does not hold more than 10% of the outstanding voting securities of the issuer); and (2) no more than 25% of the value of the Funds total assets may be invested in the securities of any one issuer (other than U.S. Government securities or securities of other regulated investment companies) or of two or more issuers which the Fund controls and which are engaged in the same or similar trades or businesses, or, in the securities of one or more QPTPs. |
In some circumstances, the character and timing of income realized by the Fund for purposes of the Income Requirement or the identification of the issuer for purposes of the Asset Diversification Test is uncertain under current law with respect to a particular investment, and an adverse determination or future guidance by the IRS with respect to such type of investment may adversely affect the Funds ability to satisfy these requirements. See, Tax Treatment of Portfolio Transactions below with respect to the application of these requirements to certain types of investments. In other circumstances, the Fund may be required to sell portfolio holdings in order to meet the Income Requirement, Distribution Requirement, or Asset Diversification Test, which may have a negative impact on the Funds income and performance.
The Fund may use equalization accounting (in lieu of making some cash distributions) in determining the portion of its income and gains that has been distributed. If the Fund uses equalization accounting, it will allocate a portion of its undistributed investment company taxable income and net capital gain to redemptions of Fund shares and will correspondingly reduce the amount of such income and gains that it distributes in cash. If the IRS determines that the Funds allocation is improper and that the Fund has under-distributed its income and gain for any taxable year, the Fund may be liable for federal income and/or excise tax. If, as a result of such adjustment, the Fund fails to satisfy the Distribution Requirement, the Fund will not qualify that year as a regulated investment company the effect of which is described in the following paragraph.
53
If for any taxable year the Fund does not qualify as a regulated investment company, all of its taxable income (including its net capital gain) would be subject to tax at regular corporate rates without any deduction for dividends paid to shareholders, and the dividends would be taxable to the shareholders as ordinary income (or possibly as qualified dividend income) to the extent of the Funds current and accumulated earnings and profits. Failure to qualify as a regulated investment company would thus have a negative impact on the Funds income and performance. Subject to savings provisions for certain failures to satisfy the Income Requirement or Asset Diversification Test, which, in general, are limited to those due to reasonable cause and not willful neglect, it is possible that the Fund will not qualify as a regulated investment company in any given tax year. Even if such savings provisions apply, the Fund may be subject to a monetary sanction of $50,000 or more. Moreover, the Board reserves the right not to maintain the qualification of the Fund as a regulated investment company if it determines such a course of action to be beneficial to shareholders.
Portfolio Turnover
For investors that hold their Fund shares in a taxable account, a high portfolio turnover rate (except in a money market fund that maintains a stable net asset value) may result in higher taxes. This is because a fund with a high turnover rate is likely to accelerate the recognition of capital gains and more of such gains are likely to be taxable as short-term rather than long-term capital gains in contrast to a comparable fund with a low turnover rate. Any such higher taxes would reduce the Funds after-tax performance. See, Taxation of Fund Distributions Distributions of Capital Gains below. For non-U.S. investors, any such acceleration of the recognition of capital gains that results in more short-term and less long-term capital gains being recognized by the Fund may cause such investors to be subject to increased U.S. withholding taxes. See, Non-U.S. Investors Capital Gain Dividends and Interest-Related Dividends and Short-Term Capital Gain Dividends below.
Capital Loss Carryovers
The capital losses of the Fund, if any, do not flow through to shareholders. Rather, the Fund may use its capital losses, subject to applicable limitations, to offset its capital gains without being required to pay taxes on or distribute to shareholders such gains that are offset by the losses. Rules similar to those that apply to capital loss carryovers of individuals apply to RICs. Thus, if the Fund has a net capital loss (that is, capital losses in excess of capital gains), the excess (if any) of the Funds net short-term capital losses over its net long-term capital gains is treated as a short-term capital loss arising on the first day of the Funds next taxable year, and the excess (if any) of the Funds net long-term capital losses over its net short-term capital gains is treated as a long-term capital loss arising on the first day of the Funds next taxable year. Any such net capital losses of the Fund that are not used to offset capital gains may be carried forward indefinitely to reduce any future capital gains realized by the Fund in succeeding taxable years. However, for any net capital losses realized in taxable years of the Fund beginning on or before December 22, 2010, the Fund is only permitted to carry forward such capital losses for eight years as a short-term capital loss. Capital losses arising in a taxable year beginning after December 22, 2010 must be used before capital losses realized in a taxable year beginning on or before December 22, 2010.
The amount of capital losses that can be carried forward and used in any single year is subject to an annual limitation if there is a more than 50% change in ownership of the Fund. An ownership change generally results when shareholders owning 5% or more of the Fund increase their aggregate holdings by more than 50% over a three-year look-back period. An ownership change could result in capital loss carryovers being used at a slower rate (or, in the case of those realized in taxable years of the Fund beginning on or before December 22, 2010, to expire unutilized), thereby reducing the Funds ability to offset capital gains with those losses. An increase in the amount of taxable gains distributed to the Funds shareholders could result from an ownership change. The Fund undertakes no obligation to avoid or prevent an ownership change, which can occur in the normal course of shareholder purchases and redemptions or as a result of engaging in a tax-free reorganization with another fund. Moreover, because of circumstances beyond the Funds control, there can be no assurance that the Fund will not experience, or has not already experienced, an ownership change. Additionally, if the Fund engages in a tax-free reorganization with another fund, the effect of these and other rules not discussed herein may be to disallow or postpone the use by the Fund of its capital loss carryovers (including any current year losses and built-in losses when realized) to offset its own gains or those of the other fund, or vice versa, thereby reducing the tax benefits Fund shareholders would otherwise have enjoyed from use of such capital loss carryovers.
Deferral of Late Year Losses
The Fund may elect to treat part or all of any qualified late year loss as if it had been incurred in the succeeding taxable year in determining the Funds taxable income, net capital gain, net short-term capital gain, and earnings and profits. The effect of this election is to treat any such qualified late year loss as if it had been incurred in the succeeding taxable year in characterizing Fund distributions for any calendar year (see, Taxation of Fund Distributions Distributions of Capital Gains below). A qualified late year loss includes:
(i) | any net capital loss incurred after October 31 of the current taxable year, or, if there is no such loss, any net long-term capital loss or any net short-term capital loss incurred after October 31 of the current taxable year (post-October capital losses), and |
(ii) | the sum of (1) the excess, if any, of (a) specified losses incurred after October 31 of the current taxable year, over (b) specified gains incurred after October 31 of the current taxable year and (2) the excess, if any, of (a) ordinary losses incurred after December 31 of the current taxable year, over (b) the ordinary income incurred after December 31 of the current taxable year. |
54
The terms specified losses and specified gains mean ordinary losses and gains from the sale, exchange, or other disposition of property (including the termination of a position with respect to such property), foreign currency losses and gains, and losses and gains resulting from holding stock in a passive foreign investment company (PFIC) for which a mark-to-market election is in effect. The terms ordinary losses and ordinary income mean other ordinary losses and income that are not described in the preceding sentence.
Undistributed Capital Gains
The Fund may retain or distribute to shareholders its net capital gain for each taxable year. The Fund currently intends to distribute net capital gains. If the Fund elects to retain its net capital gain, the Fund will be taxed thereon (except to the extent of any available capital loss carryovers) at the highest corporate tax rate (currently 35%). If the Fund elects to retain its net capital gain, it is expected that the Fund also will elect to have shareholders treated as if each received a distribution of its pro rata share of such gain, with the result that each shareholder will be required to report its pro rata share of such gain on its tax return as long-term capital gain, will receive a refundable tax credit for its pro rata share of tax paid by the Fund on the gain, and will increase the tax basis for its shares by an amount equal to the deemed distribution less the tax credit.
Asset Allocation Funds
If the Fund invests in underlying funds, distributions by the underlying funds, redemptions of shares in the underlying funds and changes in asset allocations may result in taxable distributions to shareholders of ordinary income or capital gains. The Fund generally will not be able to currently offset gains realized by one underlying fund in which the Fund invests against losses realized by another underlying fund. If shares of an underlying fund are purchased within 30 days before or after redeeming at a loss other shares of that underlying fund (whether pursuant to a rebalancing of the Funds portfolio or otherwise), all or a part of the loss will not be deductible by the Fund and instead will increase its basis for the newly purchased shares. Also, unless the Fund is a qualified fund of funds discussed below, the Fund (a) is not eligible to pass-through to shareholders foreign tax credits from an underlying fund that pays foreign income taxes (see, Taxation of Fund Distributions Pass-through of foreign tax credits below), (b) is not eligible to pass-through to shareholders exempt-interest dividends from an underlying fund, and (c) dividends paid by the Fund from interest earned by an underlying fund on U.S. government obligations is unlikely to be exempt from state and local income tax (see, U.S. government securities below). However, the Fund is eligible to pass-through to shareholders qualified dividends earned by an underlying fund (see, Taxation of Fund Distributions Qualified Dividend Income for Individuals and Corporate Dividends-Received Deduction below). A qualified fund of funds, i.e. a fund at least 50 percent of the value of the total assets of which (at the close of each quarter of the taxable year) is represented by interests in other RICs, is eligible to pass-through to shareholders (a) foreign tax credits and (b) exempt-interest dividends.
Federal Excise Tax
To avoid a 4% non-deductible excise tax, the Fund must distribute by December 31 of each year an amount equal to at least: (1) 98% of its ordinary income for the calendar year, (2) 98.2% of capital gain net income (that is, the excess of the gains from sales or exchanges of capital assets over the losses from such sales or exchanges) for the one-year period ended on October 31 of such calendar year, and (3) any prior year undistributed ordinary income and capital gain net income. The Fund may elect to defer to the following year any net ordinary loss incurred for the portion of the calendar year which is after the beginning of the Funds taxable year. Also, the Fund will defer any specified gain or specified loss which would be properly taken into account for the portion of the calendar year after October 31. Any net ordinary loss, specified gain, or specified loss deferred shall be treated as arising on January 1 of the following calendar year. Generally, the Fund intends to make sufficient distributions prior to the end of each calendar year to avoid any material liability for federal income and excise tax, but can give no assurances that all or a portion of such liability will be avoided. In addition, under certain circumstances, temporary timing or permanent differences in the realization of income and expense for book and tax purposes can result in the Fund having to pay an excise tax.
Foreign Income Tax
Investment income received by the Fund from sources within foreign countries may be subject to foreign income tax withheld at the source and the amount of tax withheld generally will be treated as an expense of the Fund. The United States has entered into tax treaties with many foreign countries which entitle the Fund to a reduced rate of, or exemption from, tax on such income. Some countries require the filing of a tax reclaim or other forms to receive the benefit of the reduced tax rate; whether or when the Fund will receive the tax reclaim is within the control of the individual country. Information required on these forms may not be available such as shareholder information; therefore, the Fund may not receive the reduced treaty rates or potential reclaims. Other countries have conflicting and changing instructions and restrictive timing requirements which may cause the Fund not to receive the reduced treaty rates or potential reclaims. Other countries may subject capital gains realized by the Fund on sale or disposition of securities of that country to taxation. It is impossible to determine the effective rate of foreign tax in advance since the amount of the Funds assets to be invested in various countries is not known. Under certain circumstances, the Fund may elect to pass-through foreign taxes paid to the Fund to shareholders, although it reserves the right not to do so. If the Fund makes such an election and obtains a refund of foreign taxes paid by the Fund in a prior year, the Fund may be eligible to reduce the amount of foreign taxes reported by the Fund to its shareholders, generally by the amount of the foreign taxes refunded, for the year in which the refund is received.
TAXATION OF FUND DISTRIBUTIONS (ALL FUNDS)
The Fund anticipates distributing substantially all of its investment company taxable income and net capital gain for each taxable year. Distributions by the Fund will be treated in the manner described below regardless of whether such distributions are paid in cash or reinvested in additional shares of the Fund (or of another fund). The Fund will send you information annually as to the federal income tax consequences of distributions made (or deemed made) during the year.
55
Distributions of Net Investment Income
The Fund receives ordinary income generally in the form of dividends and/or interest on its investments. The Fund may also recognize ordinary income from other sources, including, but not limited to, certain gains on foreign currency-related transactions. This income, less expenses incurred in the operation of the Fund, constitutes the Funds net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income generally are taxable as ordinary income to the extent of the Funds earnings and profits. In the case of a Fund whose strategy includes investing in stocks of corporations, a portion of the income dividends paid to you may be qualified dividends eligible to be taxed at reduced rates. See the discussion below under the headings, Qualified Dividend Income for Individuals and Corporate Dividends-Received Deduction.
Distributions of Capital Gains
The Fund may derive capital gain and loss in connection with sales or other dispositions of its portfolio securities. Distributions derived from the excess of net short-term capital gain over net long-term capital loss will be taxable to you as ordinary income. Distributions paid from the excess of net long-term capital gain over net short-term capital loss will be taxable to you as long-term capital gain, regardless of how long you have held your shares in the Fund. Any net short-term or long-term capital gain realized by the Fund (net of any capital loss carryovers) generally will be distributed once each year and may be distributed more frequently, if necessary, in order to reduce or eliminate federal excise or income taxes on the Fund. The Money Market Funds do not expect to realize any long-term capital gains or losses.
Maintaining a $1 share price Money Market Funds
Gains and losses on the sale of portfolio securities and unrealized appreciation or depreciation in the value of these securities may require the Fund to adjust its dividends to maintain its $1 share price. This procedure may result in under- or over-distributions by the Fund of its net investment income. This in turn may result in return of capital distributions, the effect of which is described in the following paragraph.
Return of Capital Distributions
Distributions by the Fund that are not paid from earnings and profits will be treated as a return of capital to the extent of (and in reduction of) the shareholders tax basis in his shares; any excess will be treated as gain from the sale of his shares. Thus, the portion of a distribution that constitutes a return of capital will decrease the shareholders tax basis in his Fund shares (but not below zero), and will result in an increase in the amount of gain (or decrease in the amount of loss) that will be recognized by the shareholder for tax purposes on the later sale of such Fund shares. Return of capital distributions can occur for a number of reasons including, among others, the Fund over-estimates the income to be received from certain investments such as those classified as partnerships or REITs (see, Tax Treatment of Portfolio Transactions Investments in U.S. REITs below).
Qualified Dividend Income for Individuals
Ordinary income dividends reported by the Fund to shareholders as derived from qualified dividend income will be taxed in the hands of individuals and other noncorporate shareholders at the rates applicable to long-term capital gain. Qualified dividend income means dividends paid to the Fund (a) by domestic corporations, (b) by foreign corporations that are either (i) incorporated in a possession of the United States, or (ii) are eligible for benefits under certain income tax treaties with the United States that include an exchange of information program, or (c) with respect to stock of a foreign corporation that is readily tradable on an established securities market in the United States. Both the Fund and the investor must meet certain holding period requirements to qualify Fund dividends for this treatment. Specifically, the Fund must hold the stock for at least 61 days during the 121-day period beginning 60 days before the stock becomes ex-dividend. Similarly, investors must hold their Fund shares for at least 61 days during the 121-day period beginning 60 days before the Fund distribution goes ex-dividend. Income derived from investments in derivatives, fixed-income securities, U.S. REITs, PFICs, and income received in lieu of dividends in a securities lending transaction generally is not eligible for treatment as qualified dividend income. If the qualifying dividend income received by the Fund is equal to or greater than 95% of the Funds gross income (exclusive of net capital gain) in any taxable year, all of the ordinary income dividends paid by the Fund will be qualifying dividend income.
Corporate Dividends-Received Deduction
For corporate shareholders, a portion of the dividends paid by the Fund may qualify for the 70% corporate dividends-received deduction. The portion of dividends paid by the Fund that so qualifies will be reported by the Fund to shareholders each year and cannot exceed the gross amount of dividends received by the Fund from domestic (U.S.) corporations. The availability of the dividends-received deduction is subject to certain holding period and debt financing restrictions that apply to both the Fund and the investor. Specifically, the amount that the Fund may report as eligible for the dividends-received deduction will be reduced or eliminated if the shares on which the dividends earned by the Fund were debt-financed or held by the Fund for less than a minimum
56
period of time, generally 46 days during a 91-day period beginning 45 days before the stock becomes ex-dividend. Similarly, if your Fund shares are debt-financed or held by you for less than a 46-day period then the dividends-received deduction for Fund dividends on your shares may also be reduced or eliminated. Even if reported as dividends eligible for the dividends-received deduction, all dividends (including any deducted portion) must be included in your alternative minimum taxable income calculation. Income derived by the Fund from investments in derivatives, fixed-income and foreign securities generally is not eligible for this treatment.
Impact of Realized but Undistributed Income and Gains, and Net Unrealized Appreciation of Portfolio Securities
At the time of your purchase of shares (except in a money market fund that maintains a stable net asset value), the Funds net asset value may reflect undistributed income, undistributed capital gains, or net unrealized appreciation of portfolio securities held by the Fund. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable, and would be taxed as ordinary income (some portion of which may be taxed as qualified dividend income), capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. The Fund may be able to reduce the amount of such distributions from capital gains by utilizing its capital loss carryovers, if any.
Pass-Through of Foreign Tax Credits
If more than 50% of the Funds total assets at the end of a fiscal year is invested in foreign securities, or if the Fund is a qualified fund of funds (i.e., a fund at least 50 percent of the value of the total assets of which, at the close of each quarter of the taxable year, is represented by interests in other RICs), the Fund may elect to pass through to you your pro rata share of foreign taxes paid by the Fund. If this election is made, the Fund may report more taxable income to you than it actually distributes. You will then be entitled either to deduct your share of these taxes in computing your taxable income, or to claim a foreign tax credit for these taxes against your U.S. federal income tax (subject to limitations for certain shareholders). The Fund will provide you with the information necessary to claim this deduction or credit on your personal income tax return if it makes this election. No deduction for foreign tax may be claimed by a noncorporate shareholder who does not itemize deductions or who is subject to the AMT. Shareholders may be unable to claim a credit for the full amount of their proportionate shares of the foreign income tax paid by the Fund due to certain limitations that may apply. The Fund reserves the right not to pass through to its shareholders the amount of foreign income taxes paid by the Fund. Additionally, any foreign tax withheld on payments made in lieu of dividends or interest will not qualify for the pass-through of foreign tax credits to shareholders. See, Tax Treatment of Portfolio Transactions Securities Lending below.
Tax Credit Bonds
If the Fund holds, directly or indirectly, one or more tax credit bonds (including build America bonds, clean renewable energy bonds and qualified tax credit bonds) on one or more applicable dates during a taxable year, the Fund may elect to permit its shareholders to claim a tax credit on their income tax returns equal to each shareholders proportionate share of tax credits from the applicable bonds that otherwise would be allowed to the Fund. In such a case, shareholders must include in gross income (as interest) their proportionate share of the income attributable to their proportionate share of those offsetting tax credits. A shareholders ability to claim a tax credit associated with one or more tax credit bonds may be subject to certain limitations imposed by the Code. Even if the Fund is eligible to pass through tax credits to shareholders, the Fund may choose not to do so.
U.S. Government Securities
Income earned on certain U.S. government obligations is exempt from state and local personal income taxes if earned directly by you. States also grant tax-free status to dividends paid to you from interest earned on direct obligations of the U.S. government, subject in some states to minimum investment or reporting requirements that must be met by the Fund. Income on investments by the Fund in certain other obligations, such as repurchase agreements collateralized by U.S. government obligations, commercial paper and federal agency-backed obligations (e.g., GNMA or FNMA obligations) generally does not qualify for tax-free treatment. The rules on exclusion of this income are different for corporations. If the Fund is a fund of funds, see, Taxation of the Fund Asset Allocation Funds above.
Dividends Declared in December and Paid in January
Ordinarily, shareholders are required to take distributions by the Fund into account in the year in which the distributions are made. However, dividends declared in October, November or December of any year and payable to shareholders of record on a specified date in such a month will be deemed to have been received by the shareholders (and made by the Fund) on December 31 of such calendar year if such dividends are actually paid in January of the following year. Shareholders will be advised annually as to the U.S. federal income tax consequences of distributions made (or deemed made) during the year in accordance with the guidance that has been provided by the IRS.
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Medicare Tax
A 3.8% Medicare tax is imposed on net investment income earned by certain individuals, estates and trusts. Net investment income, for these purposes, means investment income, including ordinary dividends and capital gain distributions received from the Fund and net gains from redemptions or other taxable dispositions of Fund shares, reduced by the deductions properly allocable to such income. In the case of an individual, the tax will be imposed on the lesser of (1) the shareholders net investment income or (2) the amount by which the shareholders modified adjusted gross income exceeds $250,000 (if the shareholder is married and filing jointly or a surviving spouse), $125,000 (if the shareholder is married and filing separately) or $200,000 (in any other case). Net investment income does not include exempt-interest dividends. This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return.
TAXATION OF FUND DISTRIBUTIONS (TAX-EXEMPT FUNDS ONLY)
The Municipal Bond Fund and New York Municipal Bond Fund (Tax-Exempt Funds) each intend to qualify each year to pay exempt-interest dividends by satisfying the requirement that at the close of each quarter of the Funds taxable year at least 50% of the Funds total assets consists of municipal securities, which are exempt from federal income tax.
Exempt-Interest Dividends
Distributions from the Fund will constitute exempt-interest dividends to the extent of the Funds tax-exempt interest income (net of allocable expenses and amortized bond premium). Exempt-interest dividends distributed to shareholders of the Fund are excluded from gross income for federal income tax purposes. However, shareholders required to file a federal income tax return will be required to report the receipt of exempt-interest dividends on their returns. Moreover, while exempt-interest dividends are excluded from gross income for federal income tax purposes, they may be subject to AMT in certain circumstances and may have other collateral tax consequences as discussed below.
Distributions of Ordinary Income and Capital Gains
Any gain or loss from the sale or other disposition of a tax-exempt security generally is treated as either long-term or short-term capital gain or loss, depending upon its holding period, and is fully taxable. However, gain recognized from the sale or other disposition of a tax-exempt security purchased after April 30, 1993, will be treated as ordinary income to the extent of the accrued market discount on such security. Distributions by the Fund of ordinary income and capital gains will be taxable to shareholders as discussed above under Taxation of Fund Distributions.
Alternative Minimum tax Private Activity Bonds
AMT is imposed in addition to, but only to the extent it exceeds, the regular tax and is computed at a maximum rate of 28% for non-corporate taxpayers and 20% for corporate taxpayers on the excess of the taxpayers alternative minimum taxable income (AMTI) over an exemption amount. Exempt-interest dividends derived from certain private activity municipal securities issued after August 7, 1986 generally will constitute an item of tax preference includable in AMTI for both corporate and non-corporate taxpayers. However, tax-exempt interest on private activity bonds issued in 2009 and 2010 is not an item of tax preference for purposes of the AMT. In addition, exempt-interest dividends derived from all municipal securities regardless of the date of issue, must be included in adjusted current earnings which are used in computing an additional corporate preference item includable in AMTI. Certain small corporations are wholly exempt from the AMT.
Effect on Taxation of Social Security Benefits; Denial of Interest Deduction; Substantial Users
Exempt-interest dividends must be taken into account in computing the portion, if any, of social security or railroad retirement benefits that must be included in an individual shareholders gross income subject to federal income tax. Further, a shareholder of the Fund is denied a deduction for interest on indebtedness incurred or continued to purchase or carry shares of the Fund. Moreover, a shareholder who is (or is related to) a substantial user of a facility financed by industrial development bonds held by the Fund will likely be subject to tax on dividends paid by the Fund which are derived from interest on such bonds. Receipt of exempt-interest dividends may result in other collateral federal income tax consequences to certain taxpayers, including financial institutions, property and casualty insurance companies and foreign corporations engaged in a trade or business in the United States.
Exemption from State Tax
To the extent that exempt-interest dividends are derived from interest on obligations of a state or its political subdivisions, or from interest on qualifying U.S. territorial obligations (including qualifying obligations of Puerto Rico, the U.S. Virgin Islands, and Guam), they also may be exempt from that states personal income taxes. Shareholders in a qualified fund of funds that receive exempt-interest dividends should consult their own tax advisors as to whether such dividends are exempt from personal income tax in their state of residence. Most states, however, do not grant tax-free treatment to interest on state and municipal securities of other states.
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Failure of a Municipal Security to Qualify to Pay Exempt-Interest
Failure of the issuer of a tax-exempt security to comply with certain legal or contractual requirements relating to a Municipal Security could cause interest on the Municipal Security, as well as Fund distributions derived from this interest, to become taxable, perhaps retroactively to the date the Municipal Security was issued. In such a case, the Fund may be required to report to the IRS and send to shareholders amended Forms 1099 for a prior taxable year in order to report additional taxable income. This, in turn, could require shareholders to file amended federal and state income tax returns for such prior year to report and pay tax and interest on their pro rata share of the additional amount of taxable income.
Distributions Paid By the New York Municipal Bond Fund
Distributions of exempt-interest dividends paid to shareholders of the Fund will not be subject to New York State or New York City personal income taxes to the extent that such distributions are derived from interest income on obligations of the State of New York and its political subdivisions, and qualifying obligations of U.S. territories and possessions. To the extent that distributions are derived from other sources, such distributions will generally be subject to New York State and/or New York City tax. Capital gain dividends paid by the Fund are taxable at ordinary income rates for New York State and New York City personal income tax purposes irrespective of the source of such capital gains.
Distributions from (or, if applicable, the value of) the Fund generally will be taxable to shareholders that are subject to the New York State franchise tax on corporations and/or the New York City corporation tax.
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SALE OR REDEMPTION OF FUND SHARES
Sales, exchanges and redemptions (including redemptions in kind) of Fund shares are taxable transactions for federal and state income tax purposes. If you redeem your Fund shares, the IRS requires you to report any gain or loss on your redemption. If you held your shares as a capital asset, the gain or loss that you realize will be a capital gain or loss and will be long-term or short-term, generally depending on how long you have held your shares. Any redemption fees you incur on shares redeemed will decrease the amount of any capital gain (or increase any capital loss) you realize on the sale. Capital losses in any year are deductible only to the extent of capital gains plus, in the case of a noncorporate taxpayer, $3,000 of ordinary income.
Cost Basis Information
Unless you are investing in the Fund through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, or are investing in a money market fund that maintains a stable net asset value, the Fund is required to report to you and the IRS the cost basis of covered shares you sell or otherwise dispose of in a taxable transaction. These cost basis reporting rules are generally effective for Fund shares purchased or acquired on or after January 1, 2012 where the cost basis of the shares is known by the Fund (covered shares) and the shares are disposed of after that date. Cost basis will be calculated using the default method of average cost, unless you instruct the Fund in writing to use a different calculation method. In general, average cost is the total cost basis of all your shares in an account divided by the total number of shares in the account. To determine whether short-term or long-term capital gains taxes apply, the IRS presumes you redeem your oldest shares first.
The IRS permits the use of several methods to determine the cost basis of mutual fund shares. The method used will determine which specific shares are deemed to be sold when there are multiple purchases on different dates at differing net asset values, and the entire position is not sold at one time. The Fund does not recommend any particular method of determining cost basis, and the use of other methods may result in more favorable tax consequences for some shareholders. It is important that you consult with your tax advisor to determine which method is best for you and then notify the Fund in writing if you intend to utilize a method other than average cost for covered shares.
In addition to the Funds default method of average cost, other cost basis methods offered by the Wilmington Funds, which you may elect to apply to covered shares, include:
| First-In, First-Out shares acquired first in the account are the first shares depleted. |
| Last-In, First-Out shares acquired last in the account are the first shares depleted. |
| Highest In, First Out (High Cost) shares acquired with the highest cost per share are the first shares depleted. |
| Lowest In, First Out (Low Cost) shares acquired with the lowest cost per share are the first shares depleted. |
| Specific Lot Identification shareholder selects which lots to deplete at time of each disposition. Transaction amount must be in shares. If you identify an insufficient number of shares or do not make a timely identification, the transaction will default to the first-in, first-out method. |
You may elect any of the available methods detailed above for your covered shares. If you do not notify the Fund in writing of your elected cost basis method upon the later of January 1, 2012 or the initial purchase into your account, the default method of average cost will be applied to your covered shares. The cost basis for covered shares will be calculated separately from any noncovered shares (as defined below) you may own. You may change or revoke the use of the average cost method and elect another cost basis method for covered shares if you notify the Fund in writing. You may change from average cost to another cost basis method for covered shares at any time, but only for shares acquired after the date of the change (the change is prospective). After the change, the basis of the shares that were averaged remain averaged. You may revoke the use of the average cost method and revert to another cost basis method for covered shares if you notify the Fund in writing by the date of the first sale, exchange or other disposition of the shares. After the revocation, the basis of the shares that were averaged revert to their actual cost basis.
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The Fund may also provide Fund shareholders (but not the IRS) with information concerning the average cost basis of their shares purchased prior to January 1, 2012 or shares acquired on or after January 1, 2012 for which cost basis information is not known by the Fund (noncovered shares) in order to assist you with the calculation of gain or loss from a sale or redemption of noncovered shares. With the exception of the specific lot identification method, the Wilmington Funds deplete noncovered shares in first-in, first-out order before applying your elected method to your remaining covered shares. If you want to deplete your shares in a different order then you must elect specific lot identification and choose the lots you wish to deplete first. The cost basis for noncovered shares will be calculated separately from any covered shares you may own. Shareholders that use the average cost method for noncovered shares must make the election to use the average cost method for these shares on their federal income tax returns in accordance with Treasury regulations. This election for noncovered shares cannot be made by notifying the Fund.
The Fund will compute and report the cost basis of your Fund shares sold or exchanged by taking into account all of the applicable adjustments to cost basis and holding periods as required by the Code and Treasury regulations for purposes of reporting these amounts to you and, in the case of covered shares, to the IRS. However the Fund is not required to, and in many cases the Fund does not possess the information to, take all possible basis, holding period or other adjustments into account in reporting cost basis information to you. Therefore shareholders should carefully review the cost basis information provided by the Fund, whether this information is provided pursuant to compliance with cost basis reporting requirements for shares acquired on or after January 1, 2012, or is provided by the Fund as a service to shareholders for shares acquired prior to that date, and make any additional basis, holding period or other adjustments that are required by the Code and Treasury regulations when reporting these amounts on their federal income tax returns. Shareholders remain solely responsible for complying with all federal income tax laws when filing their federal income tax returns.
For additional information and updates regarding cost basis reporting and available shareholder elections, please visit Wilmington Funds website at http://www.wilmingtonfunds.com. If you hold your Fund shares through a broker (or other nominee), please contact that broker (nominee) with respect to reporting of cost basis and available elections for your account.
Wash Sales
All or a portion of any loss that you realize on a redemption of your Fund shares will be disallowed to the extent that you buy other shares in the Fund (through reinvestment of dividends or otherwise) within 30 days before or after your share redemption. Any loss disallowed under these rules will be added to your tax basis in the new shares.
Redemptions at a Loss Within Six Months of Purchase
Any loss incurred on a redemption or exchange of shares held for six months or less will be treated as long-term capital loss to the extent of any long-term capital gain distributed to you by the Fund on those shares. Any loss incurred on the redemption or exchange of shares held for six months or less will be disallowed to the extent of any exempt-interest dividends paid to you with respect to your Fund shares, and any remaining loss will be treated as a long-term capital loss to the extent of any long-term capital gain distributed to you by the Fund on those shares. However, this rule does not apply to any loss incurred on a redemption or exchange of shares of a tax-free money market fund or other fund that declares exempt-interest dividends daily and distributes them at least monthly for which your holding period began after December 22, 2010.
Deferral of Basis
If a shareholder (a) incurs a sales load in acquiring shares of the Fund, (b) disposes of such shares less than 91 days after they are acquired, and (c) subsequently acquires shares of the Fund or another fund by January 31 of the calendar year following the calendar year in which the disposition of the original shares occurred at a reduced sales load pursuant to a right to reinvest at such reduced sales load acquired in connection with the acquisition of the shares disposed of, then the sales load on the shares disposed of (to the extent of the reduction in the sales load on the shares subsequently acquired) shall not be taken into account in determining gain or loss on the shares disposed of, but shall be treated as incurred on the acquisition of the shares subsequently acquired. The wash sale rules may also limit the amount of loss that may be taken into account on disposition after such adjustment.
Money Market Funds
Because shares in the Money Market Funds are offered and redeemed at a constant net asset value of $1.00 per share, a shareholder will generally recognize neither gain nor loss on a redemption of shares.
Reportable Transactions
Under Treasury regulations, if a shareholder recognizes a loss with respect to the Funds shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder (or certain greater amounts over a combination of years), the shareholder must file with the IRS a disclosure statement on Form 8886. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayers treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.
TAX TREATMENT OF PORTFOLIO TRANSACTIONS
Set forth below is a general description of the tax treatment of certain types of securities, investment techniques and transactions that may apply to a fund and, in turn, affect the amount, character and timing of dividends and distributions payable by the fund to its shareholders. This section should be read in conjunction with the discussion above under Securities In Which the Funds Invest for a detailed description of the various types of securities and investment techniques that apply to the Fund.
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In General
In general, gain or loss recognized by a fund on the sale or other disposition of portfolio investments will be a capital gain or loss. Such capital gain and loss may be long-term or short-term depending, in general, upon the length of time a particular investment position is maintained and, in some cases, upon the nature of the transaction. Property held for more than one year generally will be eligible for long-term capital gain or loss treatment. The application of certain rules described below may serve to alter the manner in which the holding period for a security is determined or may otherwise affect the characterization as long-term or short-term, and also the timing of the realization and/or character, of certain gains or losses.
Certain Fixed-Income Investments
Gain recognized on the disposition of a debt obligation purchased by a fund at a market discount (generally, at a price less than its principal amount) will be treated as ordinary income to the extent of the portion of the market discount which accrued during the period of time the fund held the debt obligation unless the fund made a current inclusion election to accrue market discount into income as it accrues. If a fund purchases a debt obligation (such as a zero coupon security or pay-in-kind security) that was originally issued at a discount, the fund generally is required to include in gross income each year the portion of the original issue discount which accrues during such year. Therefore, a funds investment in such securities may cause the fund to recognize income and make distributions to shareholders before it receives any cash payments on the securities. To generate cash to satisfy those distribution requirements, a fund may have to sell portfolio securities that it otherwise might have continued to hold or to use cash flows from other sources such as the sale of fund shares.
Investments in Debt Obligations that are at Risk of or in Default Present Tax Issues for a Fund
Tax rules are not entirely clear about issues such as whether and to what extent a fund should recognize market discount on a debt obligation, when a fund may cease to accrue interest, original issue discount or market discount, when and to what extent a fund may take deductions for bad debts or worthless securities and how a fund should allocate payments received on obligations in default between principal and income. These and other related issues will be addressed by a fund in order to ensure that it distributes sufficient income to preserve its status as a regulated investment company.
Options, Futures, Forward Contracts, Swap Agreements and Hedging Transactions
In general, option premiums received by a fund are not immediately included in the income of the fund. Instead, the premiums are recognized when the option contract expires, the option is exercised by the holder, or the fund transfers or otherwise terminates the option (e.g., through a closing transaction). If an option written by a fund is exercised and the fund sells or delivers the underlying stock, the fund generally will recognize capital gain or loss equal to (a) the sum of the strike price and the option premium received by the fund minus (b) the funds basis in the stock. Such gain or loss generally will be short-term or long-term depending upon the holding period of the underlying stock. If securities are purchased by a fund pursuant to the exercise of a put option written by it, the fund generally will subtract the premium received from its cost basis in the securities purchased. The gain or loss with respect to any termination of a funds obligation under an option other than through the exercise of the option and related sale or delivery of the underlying stock generally will be short-term gain or loss depending on whether the premium income received by the fund is greater or less than the amount paid by the fund (if any) in terminating the transaction. Thus, for example, if an option written by a fund expires unexercised, the fund generally will recognize short-term gain equal to the premium received.
The tax treatment of certain futures contracts entered into by a fund as well as listed non-equity options written or purchased by the fund on U.S. exchanges (including options on futures contracts, broad-based equity indices and debt securities) may be governed by section 1256 of the Code (section 1256 contracts). Gains or losses on section 1256 contracts generally are considered 60% long-term and 40% short-term capital gains or losses (60/40), although certain foreign currency gains and losses from such contracts may be treated as ordinary in character. Also, any section 1256 contracts held by a fund at the end of each taxable year (and, for purposes of the 4% excise tax, on certain other dates as prescribed under the Code) are 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 ordinary or 60/40 gain or loss, as applicable. Section 1256 contracts do not include any interest rate swap, currency swap, basis swap, interest rate cap, interest rate floor, commodity swap, equity swap, equity index swap, credit default swap, or similar agreement.
In addition to the special rules described above in respect of options and futures transactions, a funds transactions in other derivative instruments (including options, forward contracts and swap agreements) as well as its other hedging, short sale, or similar transactions, may be subject to one or more special tax rules (including the constructive sale, notional principal contract, straddle, wash sale and short sale rules). These rules may affect whether gains and losses recognized by a fund are treated as ordinary or capital or as short-term or long-term, accelerate the recognition of income or gains to the fund, defer losses to the fund, and cause adjustments in the holding periods of the funds securities. These rules, therefore, could affect the amount, timing and/or character of distributions to shareholders. Moreover, because the tax rules applicable to derivative instruments are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether a fund has made sufficient distributions, and otherwise satisfied the relevant requirements, to maintain its qualification as a regulated investment company and avoid a fund-level tax.
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Certain of a funds investments in derivatives and foreign currency-denominated instruments, and the funds transactions in foreign currencies and hedging activities, may produce a difference between its book income and its taxable income. If a funds book income is less than the sum of its taxable income and net tax-exempt income (if any), the fund could be required to make distributions exceeding book income to qualify as a regulated investment company. If a funds book income exceeds the sum of its taxable income and net tax-exempt income (if any), the distribution of any such excess will be treated as (i) a dividend to the extent of the funds remaining earnings and profits (including current earnings and profits arising from tax-exempt income, reduced by related deductions), (ii) thereafter, as a return of capital to the extent of the recipients basis in the shares, and (iii) thereafter, as gain from the sale or exchange of a capital asset.
Foreign Currency Transactions
A funds transactions in foreign currencies, foreign currency-denominated debt obligations and certain foreign currency options, futures contracts and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned. This treatment could increase or decrease a funds ordinary income distributions to you, and may cause some or all of the funds previously distributed income to be classified as a return of capital. In certain cases, a fund may make an election to treat such gain or loss as capital.
PFIC Investments
A fund may invest in securities of foreign companies that may be classified under the Code as PFICs. In general, a foreign company is classified as a PFIC if at least one-half of its assets constitute investment-type assets or 75% or more of its gross income is investment-type income. When investing in PFIC securities, a fund intends to mark-to-market these securities under certain provisions of the Code and recognize any unrealized gains as ordinary income at the end of the funds fiscal and excise tax years. Deductions for losses are allowable only to the extent of any current or previously recognized gains. These gains (reduced by allowable losses) are treated as ordinary income that a fund is required to distribute, even though it has not sold or received dividends from these securities. You should also be aware that the designation of a foreign security as a PFIC security will cause its income dividends to fall outside of the definition of qualified foreign corporation dividends. These dividends generally will not qualify for the reduced rate of taxation on qualified dividends when distributed to you by a fund. Foreign companies are not required to identify themselves as PFICs. Due to various complexities in identifying PFICs, a fund can give no assurances that it will be able to identify portfolio securities in foreign corporations that are PFICs in time for the fund to make a mark-to-market election. If a fund is unable to identify an investment as a PFIC and thus does not make a mark-to-market election, the fund may be subject to U.S. federal income tax on a portion of any excess distribution or gain from the disposition of such shares even if such income is distributed as a taxable dividend by the fund to its shareholders. Additional charges in the nature of interest may be imposed on a fund in respect of deferred taxes arising from such distributions or gains.
Investments in U.S. REITs
A U.S. REIT is not subject to federal income tax on the income and gains it distributes to shareholders. Dividends paid by a U.S. REIT, other than capital gain distributions, will be taxable as ordinary income up to the amount of the U.S. REITs current and accumulated earnings and profits. Capital gain dividends paid by a U.S. REIT to a fund will be treated as long-term capital gains by the fund and, in turn, may be distributed by the fund to its shareholders as a capital gain distribution. Because of certain noncash expenses, such as property depreciation, an equity U.S. REITs cash flow may exceed its taxable income. The equity U.S. REIT, and in turn a fund, may distribute this excess cash to shareholders in the form of a return of capital distribution. However, if a U.S. REIT is operated in a manner that fails to qualify as a REIT, an investment in the U.S. REIT would become subject to double taxation, meaning the taxable income of the U.S. REIT would be subject to federal income tax at regular corporate rates without any deduction for dividends paid to shareholders and the dividends would be taxable to shareholders as ordinary income (or possibly as qualified dividend income) to the extent of the U.S. REITs current and accumulated earnings and profits. Also, see, Tax Treatment of Portfolio Transactions Investment in Taxable Mortgage Pools (Excess Inclusion Income) and Non-U.S. Investors Investment in U.S. Real Property below with respect to certain other tax aspects of investing in U.S. REITs.
Investments in Non-U.S. REITs
While non-U.S. REITs often use complex acquisition structures that seek to minimize taxation in the source country, an investment by a fund in a non-U.S. REIT may subject the fund, directly or indirectly, to corporate taxes, withholding taxes, transfer taxes and other indirect taxes in the country in which the real estate acquired by the non-U.S. REIT is located. A funds pro rata share of any such taxes will reduce the funds return on its investment. A funds investment in a non-U.S. REIT may be considered an investment in a PFIC, as discussed above in PFIC Investments. Additionally, foreign withholding taxes on distributions from the non-U.S. REIT may be reduced or eliminated under certain tax treaties, as discussed above in Taxation of the Fund Foreign Income Tax. Also, a fund in certain limited circumstances may be required to file an income tax return in the source country and pay tax on any gain realized from its investment in the non-U.S. REIT under rules similar to those in the United States which tax foreign persons on gain realized from dispositions of interests in U.S. real estate .
Investment in Taxable Mortgage Pools (Excess Inclusion Income)
Under a Notice issued by the IRS, the Code and Treasury regulations to be issued, a portion of a funds income from a U.S. REIT that is attributable to the REITs residual interest in a REMIC or equity interests in a taxable mortgage pool (referred to in the Code as
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an excess inclusion) will be subject to federal income tax in all events. The excess inclusion income of a regulated investment company, such as a fund, will be allocated to shareholders of the regulated investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related REMIC residual interest or, if applicable, taxable mortgage pool directly. In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income (UBTI) to entities (including qualified pension plans, individual retirement accounts, 401(k) plans, Keogh plans or other tax-exempt entities) subject to tax on UBTI, thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a foreign stockholder, will not qualify for any reduction in U.S. federal withholding tax. In addition, if at any time during any taxable year a disqualified organization (which generally includes certain cooperatives, governmental entities, and tax-exempt organizations not subject to UBTI) is a record holder of a share in a regulated investment company, then the regulated investment company will be subject to a tax equal to that portion of its excess inclusion income for the taxable year that is allocable to the disqualified organization, multiplied by the highest federal income tax rate imposed on corporations. The Notice imposes certain reporting requirements upon regulated investment companies that have excess inclusion income. There can be no assurance that a fund will not allocate to shareholders excess inclusion income.
These rules are potentially applicable to a fund with respect to any income it receives from the equity interests of certain mortgage pooling vehicles, either directly or, as is more likely, through an investment in a U.S. REIT. It is unlikely that these rules will apply to a fund that has a non-REIT strategy.
Investments in Partnerships and QPTPs
For purposes of the Income Requirement, income derived by a fund from a partnership that is not a QPTP will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership that would be qualifying income if realized directly by the fund. While the rules are not entirely clear with respect to a fund investing in a partnership outside a master-feeder structure, for purposes of testing whether a fund satisfies the Asset Diversification Test, the fund generally is treated as owning a pro rata share of the underlying assets of a partnership. See, Taxation of the Fund Qualification as a Regulated Investment Company. In contrast, different rules apply to a partnership that is a QPTP. A QPTP is a partnership (a) the interests in which are traded on an established securities market, (b) that is treated as a partnership for federal income tax purposes, and (c) that derives less than 90% of its income from sources that satisfy the Income Requirement (e.g., because it invests in commodities). All of the net income derived by a fund from an interest in a QPTP will be treated as qualifying income but the fund may not invest more than 25% of its total assets in one or more QPTPs. However, there can be no assurance that a partnership classified as a QPTP in one year will qualify as a QPTP in the next year. Any such failure to annually qualify as a QPTP might, in turn, cause a fund to fail to qualify as a regulated investment company. Although, in general, the passive loss rules of the Code do not apply to RICs, such rules do apply to a fund with respect to items attributable to an interest in a QPTP. Fund investments in partnerships, including in QPTPs, may result in the fund being subject to state, local or foreign income, franchise or withholding tax liabilities.
Investments in Commodities Structured Notes, Corporate Subsidiary and Certain ETFs
Gains from the disposition of commodities, including precious metals, will neither be considered qualifying income for purposes of satisfying the Income Requirement nor qualifying assets for purposes of satisfying the Asset Diversification Test. See Taxation of the Fund Qualification as a Regulated Investment Company. Also, the IRS has issued a revenue ruling which holds that income derived from commodity-linked swaps is not qualifying income for purposes of the Income Requirement. In a subsequent revenue ruling, as well as in a number of follow-on private letter rulings (upon which only the fund that received the private letter ruling may rely), the IRS provides that income from certain alternative investments which create commodity exposure, such as certain commodity index-linked or structured notes or a corporate subsidiary that invests in commodities, may be considered qualifying income under the Code. However, as of the date of this SAI, the IRS suspended the issuance of any further private letter rulings pending a review of its position. Should the IRS issue guidance, or Congress enact legislation, that adversely affects the tax treatment of a funds use of commodity-linked notes, or a corporate subsidiary, the fund may no longer be able to utilize commodity index-linked notes or a corporate subsidiary to gain commodity exposure. In addition, a fund may gain exposure to commodities through investment in QPTPs such as an exchange traded fund or ETF that is classified as a partnership and which invests in commodities. Accordingly, the extent to which a fund invests in commodities or commodity-linked derivatives may be limited by the Income Requirement and the Asset Diversification Test, which the fund must continue to satisfy to maintain its status as a regulated investment company. A fund also may be limited in its ability to sell its investments in commodities, commodity-linked derivatives, and certain ETFs or be forced to sell other investments to generate income due to the Income Requirement. If a fund does not appropriately limit such investments or if such investments (or the income earned on such investments) were to be recharacterized for U.S. tax purposes, the fund could fail to qualify as a regulated investment company. In lieu of potential disqualification, a fund is permitted to pay a tax for certain failures to satisfy the Asset Diversification Test or Income Requirement, which, in general, are limited to those due to reasonable cause and not willful neglect.
Securities Lending
While securities are loaned out by a fund, the fund generally will receive from the borrower amounts equal to any dividends or interest paid on the borrowed securities. For federal income tax purposes, payments made in lieu of dividends are not considered dividend
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income. These distributions will neither qualify for the reduced rate of taxation for individuals on qualified dividends nor the 70% dividends-received deduction for corporations. Also, any foreign tax withheld on payments made in lieu of dividends or interest will not qualify for the pass-through of foreign tax credits to shareholders. Additionally, in the case of a fund with a strategy of investing in tax-exempt securities, any payments made in lieu of tax-exempt interest will be considered taxable income to the fund, and thus, to the investors, even though such interest may be tax-exempt when paid to the borrower.
Investments in Convertible Securities
Convertible debt is ordinarily treated as a single property consisting of a pure debt interest until conversion, after which the investment becomes an equity interest. If the security is issued at a premium (i.e., for cash in excess of the face amount payable on retirement), the creditor-holder may amortize the premium over the life of the bond. If the security is issued for cash at a price below its face amount, the creditor-holder must accrue original issue discount in income over the life of the debt. The creditor-holders exercise of the conversion privilege is treated as a nontaxable event. Mandatorily convertible debt (e.g., an exchange traded note or ETN issued in the form of an unsecured obligation that pays a return based on the performance of a specified market index, exchange currency, or commodity) is often, but not always, treated as a contract to buy or sell the reference property rather than debt. Similarly, convertible preferred stock with a mandatory conversion feature is ordinarily, but not always, treated as equity rather than debt. Dividends received generally are qualified dividend income and eligible for the corporate dividends-received deduction. In general, conversion of preferred stock for common stock of the same corporation is tax-free. Conversion of preferred stock for cash is a taxable redemption. Any redemption premium for preferred stock that is redeemable by the issuing company might be required to be amortized under original issue discount principles.
Investments in Securities of Uncertain Tax Character
A fund may invest in securities the U.S. federal income tax treatment of which may not be clear or may be subject to recharacterization by the IRS. To the extent the tax treatment of such securities or the income from such securities differs from the tax treatment expected by a fund, it could affect the timing or character of income recognized by the fund, requiring the fund to purchase or sell securities, or otherwise change its portfolio, in order to comply with the tax rules applicable to regulated investment companies under the Code.
TAX CERTIFICATION AND BACKUP WITHHOLDING
By law, the Fund may be required to withhold a portion of your taxable dividends and sales proceeds unless you:
| provide your correct social security or taxpayer identification number, |
| certify that this number is correct, |
| certify that you are not subject to backup withholding, and |
| certify that you are a U.S. person (including a U.S. resident alien). |
The Fund also must withhold if the IRS instructs it to do so. When withholding is required, the amount will be 28% of any distributions or proceeds paid. Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholders U.S. federal income tax liability, provided the appropriate information is furnished to the IRS. Certain payees and payments are exempt from backup withholding and information reporting. The special U.S. tax certification requirements applicable to non-U.S. investors to avoid backup withholding are described under the Non-U.S. Investors heading below.
NON-U.S. INVESTORS
Non-U.S. investors (shareholders who, as to the United States, are nonresident alien individuals, foreign trusts or estates, foreign corporations, or foreign partnerships) may be subject to U.S. withholding and estate tax and are subject to special U.S. tax certification requirements. Non-U.S. investors should consult their tax advisors about the applicability of U.S. tax withholding and the use of the appropriate forms to certify their status.
In General
The United States imposes a flat 30% withholding tax (or a withholding tax at a lower treaty rate) on U.S. source dividends, including on income dividends paid to you by the Fund, subject to certain exemptions described below. However, notwithstanding such exemptions from U.S. withholding at the source, any dividends and distributions of income and capital gains, including the proceeds from the sale of your Fund shares, will be subject to backup withholding at a rate of 28% if you fail to properly certify that you are not a U.S. person.
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Exempt-Interest Dividends
In general, exempt-interest dividends reported by the Fund to shareholders as paid from net tax-exempt income are not subject to U.S. withholding tax.
Capital Gain Dividends
In general, capital gain dividends reported by the Fund to shareholders as paid from its net long-term capital gains, other than long-term capital gains realized on disposition of U.S. real property interests (see the discussion below), are not subject to U.S. withholding tax unless you are a nonresident alien individual present in the United States for a period or periods aggregating 183 days or more during the calendar year.
Interest-Related Dividends and Short-Term Capital Gain Dividends and Interest-Related Dividends
Generally, dividends reported by the Fund to shareholders as interest-related dividends and paid from its qualified net interest income from U.S. sources are not subject to U.S. withholding tax. Qualified interest income includes, in general, U.S. source (1) bank deposit interest, (2) short-term original discount, (3) interest (including original issue discount, market discount, or acquisition discount) on an obligation that is in registered form, unless it is earned on an obligation issued by a corporation or partnership in which the Fund is a 10-percent shareholder or is contingent interest, and (4) any interest-related dividend from another regulated investment company. Similarly, short-term capital gain dividends reported by the Fund to shareholders as paid from its net short-term capital gains, other than short-term capital gains realized on disposition of U.S. real property interests (see the discussion below), are not subject to U.S. withholding tax unless you were a nonresident alien individual present in the United States for a period or periods aggregating 183 days or more during the calendar year. The Fund reserves the right to not report interest-related dividends or short-term capital gain dividends. Additionally, the Funds reporting of interest-related dividends or short-term capital gain dividends may not be passed through to shareholders by intermediaries who have assumed tax reporting responsibilities for this income in managed or omnibus accounts due to systems limitations or operational constraints.
Net Investment Income from Dividends on Stock and Foreign Source Interest Income Continue to be Subject to Withholding Tax; Foreign Tax Credits
Ordinary dividends paid by the Fund to non-U.S. investors on the income earned on portfolio investments in (i) the stock of domestic and foreign corporations and (ii) the debt of foreign issuers continue to be subject to U.S. withholding tax. Foreign shareholders may be subject to U.S. withholding tax at a rate of 30% on the income resulting from an election to pass-through foreign tax credits to shareholders, but may not be able to claim a credit or deduction with respect to the withholding tax for the foreign tax treated as having been paid by them.
Income Effectively Connected with a U.S. Trade or Business
If the income from the Fund is effectively connected with a U.S. trade or business carried on by a foreign shareholder, then ordinary income dividends, capital gain dividends and any gains realized upon the sale or redemption of shares of the Fund will be subject to U.S. federal income tax at the rates applicable to U.S. citizens or domestic corporations and require the filing of a nonresident U.S. income tax return.
Investment in U.S. Real Property
The Foreign Investment in Real Property Tax Act of 1980 (FIRPTA) makes non-U.S. persons subject to U.S. tax on disposition of a U.S. real property interest (USRPI) as if he or she were a U.S. person. Such gain is sometimes referred to as FIRPTA gain. The Fund may invest in equity securities of corporations that invest in USRPI, including U.S. REITs, which may trigger FIRPTA gain to the Funds non-U.S. shareholders.
The Code provides a look-through rule for distributions of FIRPTA gain when a RIC is classified as a qualified investment entity. A RIC will be classified as a qualified investment entity if, in general, 50% or more of the RICs assets consist of interests in U.S. REITs and other U.S. real property holding corporations (USRPHC). If a RIC is a qualified investment entity and the non-U.S. shareholder owns more than 5% of a class of Fund shares at any time during the one-year period ending on the date of the FIRPTA distribution, the FIRPTA distribution to the non-U.S. shareholder is treated as gain from the disposition of a USRPI, causing the distribution to be subject to U.S. withholding tax at a rate of 35% (unless reduced by future regulations), and requiring the non-U.S. shareholder to file a nonresident U.S. income tax return. In addition, even if the non-U.S. shareholder does not own more than 5% of a class of Fund shares, but the Fund is a qualified investment entity, the FIRPTA distribution will be taxable as ordinary dividends (rather than as a capital gain or short-term capital gain dividend) subject to withholding at 30% or lower treaty rate.
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Because the Fund expects to invest less than 50% of its assets at all times, directly or indirectly, in U.S. real property interests, the Fund expects that neither gain on the sale or redemption of Fund shares nor Fund dividends and distributions would be subject to FIRPTA reporting and tax withholding.
U.S. Estate Tax
Transfers by gift of shares of the Fund by a foreign shareholder who is a nonresident alien individual will not be subject to U.S. federal gift tax. An individual who, at the time of death, is a non-U.S. shareholder will nevertheless be subject to U.S. federal estate tax with respect to Fund shares at the graduated rates applicable to U.S. citizens and residents, unless a treaty exemption applies. If a treaty exemption is available, a decedents estate may nonetheless need to file a U.S. estate tax return to claim the exemption in order to obtain a U.S. federal transfer certificate. The transfer certificate will identify the property (i.e., Fund shares) as to which the U.S. federal estate tax lien has been released. In the absence of a treaty, there is a $13,000 statutory estate tax credit (equivalent to U.S. situs assets with a value of $60,000). For estates with U.S. situs assets of not more than $60,000, the Fund may accept, in lieu of a transfer certificate, an affidavit from an appropriate individual evidencing that decedents U.S. situs assets are below this threshold amount.
U.S. Tax Certification Rules
Special U.S. tax certification requirements may apply to non-U.S. shareholders both to avoid U.S. backup withholding imposed at a rate of 28% and to obtain the benefits of any treaty between the U.S. and the shareholders country of residence. In general, if you are a non-U.S. shareholder, you must provide a Form W-8 BEN (or other applicable Form W-8) to establish that you are not a U.S. person, to claim that you are the beneficial owner of the income and, if applicable, to claim a reduced rate of, or exemption from, withholding as a resident of a country with which the U.S. has an income tax treaty. A Form W-8 BEN provided without a U.S. taxpayer identification number will remain in effect for a period beginning on the date signed and ending on the last day of the third succeeding calendar year unless an earlier change of circumstances makes the information on the form incorrect. Certain payees and payments are exempt from backup withholding.
The tax consequences to a non-U.S. shareholder entitled to claim the benefits of an applicable tax treaty may be different from those described herein. Non-U.S. shareholders are urged to consult their own tax advisors with respect to the particular tax consequences to them of an investment in the Fund, including the applicability of foreign tax.
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Foreign Account Tax Compliance Act (FATCA)
Under FATCA, the Fund will be required to withhold a 30% tax on the following payments or distributions made by the Fund to certain foreign entities, referred to as foreign financial institutions (FFI) or non-financial foreign entities (NFFE): (a) income dividends and (b) after December 31, 2018, certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of Fund shares. The FATCA withholding tax generally can be avoided: (a) by an FFI, if it reports certain direct and indirect ownership of foreign financial accounts held by U.S. persons with the FFI and (b) by an NFFE, if it: (i) certifies that it has no substantial U.S. persons as owners or (ii) if it does have such owners, reporting information relating to them. The U.S. Treasury has negotiated intergovernmental agreements (IGA) with certain countries and is in various stages of negotiations with a number of other foreign countries with respect to one or more alternative approaches to implement FATCA; an entity in one of those countries may be required to comply with the terms of an IGA instead of U.S. Treasury regulations.
An FFI can avoid FATCA withholding if it is deemed compliant or by becoming a participating FFI, which requires the FFI to enter into a U.S. tax compliance agreement with the IRS under section 1471(b) of the Code (FFI agreement) under which it agrees to verify, report and disclose certain of its U.S. accountholders and meet certain other specified requirements. The FFI will either report the specified information about the U.S. accounts to the IRS, or, to the government of the FFIs country of residence (pursuant to the terms and conditions of applicable law and an applicable IGA entered into between the US and the FFIs country of residence), which will, in turn, report the specified information to the IRS. An FFI that is resident in a country that has entered into an IGA with the U.S. to implement FATCA will be exempt from FATCA withholding provided that the FFI shareholder and the applicable foreign government comply with the terms of such agreement.
An NFFE that is the beneficial owner of a payment from the Fund can avoid the FATCA withholding tax generally by certifying that it does not have any substantial U.S. owners or by providing the name, address and taxpayer identification number of each substantial U.S. owner. The NFFE will report the information to the Fund or other applicable withholding agent, which will, in turn, report the information to the IRS.
Such foreign shareholders also may fall into certain exempt, excepted or deemed compliant categories as established by U.S. Treasury regulations, IGAs, and other guidance regarding FATCA. An FFI or NFFE that invests in the Fund will need to provide the Fund with documentation properly certifying the entitys status under FATCA in order to avoid FATCA withholding. Non-U.S. investors should consult their own tax advisors regarding the impact of these requirements on their investment in the Fund. The requirements imposed by FATCA are different from, and in addition to, the U.S. tax certification rules to avoid backup withholding described above. Shareholders are urged to consult their tax advisors regarding the application of these requirements to their own situation.
EFFECT OF FUTURE LEGISLATION; LOCAL TAX CONSIDERATIONS
The foregoing general discussion of U.S. federal income tax consequences is based on the Code and the regulations issued thereunder as in effect on the date of this Statement of Additional Information. Future legislative or administrative changes, including provisions of current law that sunset and thereafter no longer apply, or court decisions may significantly change the conclusions expressed herein, and any such changes or decisions may have a retroactive effect with respect to the transactions contemplated herein. Rules of state and local taxation of ordinary income, qualified dividend income and capital gain dividends may differ from the rules for U.S. federal income taxation described above. Distributions may also be subject to additional state, local and foreign taxes depending on each shareholders particular situation. Non-U.S. shareholders may be subject to U.S. tax rules that differ significantly from those summarized above. Shareholders are urged to consult their tax advisors as to the consequences of these and other state and local tax rules affecting investment in the Fund.
WHO MANAGES AND PROVIDES SERVICES TO THE FUNDS?
BOARD OF TRUSTEES
The Board is responsible for managing the Trusts business affairs and for exercising all the Trusts powers except those reserved for the shareholders. The following tables give information about each Trustee and the Senior Officers of the Funds. Where required, the tables separately list Trustees who are interested persons of the Funds (i.e., Interested Trustees) and those who are not (i.e., Independent Trustees). Each Board member oversees all portfolios of the Trust and serves for an indefinite term. Information about each Trustee is provided below. Unless otherwise noted, the business address of each Trustee and Senior Officer of the Funds is 111 South Calvert Street, 26 th Floor, Baltimore, Maryland 21202. The Trust is comprised of 14 funds. The Total Compensation from the Trust shown is as of the most recently completed fiscal year dated April 30, 2016.
INTERESTED TRUSTEE BACKGROUND AND COMPENSATION
Name Birth Date Position With Trust Date Service Began |
Principal Occupations for Past Five Years and Other Directorships Held |
Total
Compensation From Trust** |
||||
Donald E. Foley * Birth date: 8/51
|
Principal Occupations : Advisory Member, Trust and Investment Committee, M&T Bank, Wilmington Trust, National Association, and Wilmington Trust Company. |
|
$15,500.00
|
|
||
Trustee Began serving: December 2015
|
Previous Positions : Director of M&T Bank Corporation and M&T Bank (2011 to 2012); Chairman and Chief Executive Officer of Wilmington Trust Corporation (2010 to 2011); Senior Vice President and Treasurer at ITT Corporation (1996 to 2010); Assistant Treasurer at International Paper (1989 to 1996).
Other Directorships Held: Director, AXA Equitable (variable annuity) (2013 to present); Director, 1290 Mutual Funds (retail funds) (2013 to present); Chairman and Director, Burke Rehabilitation Hospital Foundation (private hospital, research institute) (2005 to present); Director, M&T Bank Corporation (commercial bank) (2011 to 2012); Chairman and Director, Wilmington Trust Corporation (commercial and trust bank) (2007 to 2011); Chairman, Director and Presidents Council, Union College (private college) (2011 to 2015).
|
|||||
Christopher D. Randall * Birth date: 10/65
|
Principal Occupations: Chief Operations Officer and a Senior Vice President of Wilmington Trusts Wealth and Institutional Services Division (WISD) (2/15 to present); Senior Vice President of M&T Bank.
|
$0 | ||||
Trustee Began serving: September 2015
President Began serving: September 2014 |
Previous Positions: President and Chief Executive Officer of Wilmington Trust Investment Advisors, Inc. and President of Wilmington Trust Investment Management, LLC (2014 to 2015); Senior Vice President, Head of Asset Management and Retirement Services (2/12 to 2/15); President, Mid-Atlantic Division, Wilmington Trust, N.A. (5/11 to 8/12); President, M&T Securities, Inc. (2009 to 2011). | |||||
Other Directorships Held: Trustee, Hilbert College (6/15 to present). |
* | Christopher D. Randall is interested due to the positions he currently holds with the Funds, Wilmington Trusts Wealth and Institutional Services Division, M&T Bank, the parent of the Funds Advisor, and previous positions held with WTIA and WFMC. Donald E. Foley is interested due to the positions he previously held with Wilmington Trust Corporation, M&T Bank Corporation and M&T Bank, the parent of the Funds Advisor. |
INDEPENDENT TRUSTEES BACKGROUND AND COMPENSATION
Name Birth Date Position With Trust Date Service Began |
Principal Occupations for Past Five Years and Other Directorships Held |
Total
Compensation From Trust** |
||||
Nicholas A. Giordano Birth date: 3/43 |
Principal Occupations : Consultant, financial services organizations (1997 to present). |
|
$111,500.00
|
|
||
Chairman and Trustee Began serving: March 2012 |
Other Directorships Held : Kalmar Pooled Investment Trust; The RBB Fund Inc. (19 portfolios) (registered investment companies); Independence Blue Cross; IntriCon Corporation (body-worn devices). | |||||
Previous Positions : Interim President, LaSalle University (1998 to 1999); President and Chief Executive Officer, Philadelphia Stock Exchange (1981 to 1997). |
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Name Birth Date Position With Trust Date Service Began |
Principal Occupations for Past Five Years and Other Directorships Held |
Total
Compensation From Trust** |
||||
Robert H. Arnold Birth date: 3/44 |
Principal Occupations : Managing Director, R.H. Arnold & Co, Inc. (financial management consulting) (6/89 to present). | $86,500 | ||||
Trustee Began serving: March 2012 |
Other Directorships Held: Trustee, First Potomac Realty Trust (real estate investment trust) (5/03 to present); Director, Treasury Strategies, Inc. (private treasury consulting services) (6/01 to 6/16). | |||||
Joseph J. Castiglia Birth date: 7/34
Trustee Began serving: February 1988 |
Principal Occupations: Consultant (not-for-profit) and Private Investor.
Other Directorships Held: Chairman, Trustee and Treasurer, Buffalo Olmsted Parks Conservancy (1/05 to 5/13); Chairman and Trustee, Buffalo Philharmonic Foundation (1/06 to 11/12); Vice Chairman and Trustee, Christ the King Seminary (1/05 to present); Director, Dunn Tire Corporation (1/05 to present); Chairman, Director and Treasurer, Read to Succeed Buffalo (1/08 to present); HCR Corporation (home care) (3/14 to present). |
$86,500 | ||||
Previous Positions: President, Chief Executive Officer, Vice President, Treasurer and Vice Chairman, Pratt & Lambert United (manufacturer of paints, coatings and adhesives) (12/67-1/96); Chairman and Director, Catholic Health (hospitals, nursing homes and home care) (1/97 to 5/03); Chairman and Director, Blue Cross Blue Shield of Western New York (5/92 to 5/07); Lead Director and Director, Energy East Corporation (gas and electric utility); Chairman and Director, Federal Reserve Bank of New York, Buffalo Branch; Chairman and Director, Community Foundation for Greater Buffalo; Chairman and Trustee, Canisius College; Chairman and Director, AAA of Western & Central New York. | ||||||
John S. Cramer Birth date: 2/42 |
Principal Occupations : Retired. | $97,500 | ||||
Trustee Began serving: December 2000 |
Other Directorships Held: Chairman and Director, CI Supply Corp. (medical supplies and equipment) (1/14 to 1/15); Director, Check Med Corp. (medical supplies and equipment) (6/08 to 1/14); Director, Highmark Blue Shield (health insurance) (2/01 to 6/10).
Previous Positions: Consultant, Yaffe & Co. (compensation consultants) (6/02 to 6/12); President and Chief Executive Officer, Pinnacle Health Systems (non-profit hospital and health care system in Central Pennsylvania). |
|||||
Daniel R. Gernatt, Jr. Birth date: 7/40 |
Principal Occupations : President and CEO, Gernatt Asphalt Products, Inc. (asphalt, sand and gravel products) (1979 to present). | $86,500 | ||||
Trustee Began serving: February 1988 |
Other Directorships Held : Director, Roswell Park Alliance (2008 to 2016); Trustee, Gernatt Family Foundation. | |||||
Richard B. Seidel Birth date: 4/41 |
Principal Occupations: President, R.B. Seidel & Associates (legal and consulting) (1/14 to present); President, Girard Private Investment (1/14 to present); Chairman, Girard Capital (broker-dealer) (1/10 to 2016); Chairman, Girard Partners, Ltd. (1/10 to 2016). | $94,000 | ||||
Trustee Began serving: September 2003 |
Other Directorships Held : Director, Tristate Capital Bank (1/08 to present). |
** | The Trust does not maintain any pension or retirement plans for the Officers or Trustees of the Trust. |
SUMMARY OF THE EXPERIENCE AND QUALIFICATIONS OF TRUSTEES
Described below for each Trustee are specific experiences, qualifications, attributes, or skills that support a conclusion that he should serve as a Trustee of the Trust as of the date of this SAI and in light of the Trusts business and structure. The role of an effective Trustee inherently requires certain personal qualities, such as integrity, as well as the ability to comprehend, discuss and critically analyze materials and issues that are presented so that the Trustee may exercise judgment and reach conclusions in fulfilling his duties and fiduciary obligations. It is believed that the specific background of each Trustee evidences those abilities and is appropriate to his serving on the Trusts Board of Trustees. Further information about each Trustee is set forth in the table above describing the business activities of each Trustee during the past five years and other directorships held.
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INTERESTED TRUSTEES
Mr. Foley has served as a Trustee of the Trust since December 2015. He has significant experience related to the business and financial services industries. He presently serves as an Advisory Member of the Trust and Investment Committee of M&T Bank, Wilmington Trust, National Association, and Wilmington Trust Company. He also serves on the Board of Directors of AXA Equitable and 1290 Mutual Funds. He previously served as a Director of M&T Bank Corporation and M&T Bank and was Chairman and Chief Executive officer of Wilmington Trust Corporation from 2007 through 2011.
Mr. Randall has served as a Trustee of the Trust since September 2015, while also acting as President of the Funds and Senior Vice President of Wilmington Trusts Wealth and Institutional Services Division. His current position within the M&T organization entails significant responsibilities and his previous positions with WTIA and WFMC included extensive business experience with the operations of a financial services company.
INDEPENDENT TRUSTEES
Mr. Arnold has served as an Independent Trustee of the Trust since March 2012. He has significant experience related to the business and financial services industries, being the managing director of R.H. Arnold & Co., Inc., a financial management consulting firm. He has also served as a trustee to other mutual fund complexes.
Mr. Castiglia has over 28 years of experience serving as an Independent Trustee of the Trust, including experience serving as the Chairman of the Board. Those positions have provided Mr. Castiglia with knowledge of the operations and business of the Trust and the Funds, and have called upon him to exercise leadership and analytical skills. Mr. Castiglia has significant business experience, having been, among other things, Chairman of Blue Cross Blue Shield of Western New York; Chairman of Catholic Health; Chairman of the Buffalo Branch of the Federal Reserve Bank of New York; President and Chief Executive Officer of Pratt & Lambert United (NYSE); and Lead Director of Energy East Corporation (NYSE).
Mr. Cramer has over 16 years of experience serving as an Independent Trustee of the Trust. That position has provided him with knowledge of the operations and business of the Trust and the Funds. Mr. Cramer has significant business experience, having been, among other things, President and Chief Executive Officer of Pinnacle Health Systems. He presently serves as Chairman of the Audit Committee of the Trust.
Mr. Gernatt has 28 years of experience serving as an Independent Trustee of the Trust. That position has provided him with knowledge of the operations and business of the Trust and the Funds. Mr. Gernatt has significant business experience, as he has served as President and Chief Executive Officer of Gernatt Asphalt Products, Inc. since 1979.
Mr. Giordano has served as an Independent Trustee of the Trust since March 2012. He has significant experience related to the business and financial services industries, having been Chief Executive Officer of the Philadelphia Stock Exchange. He is currently a consultant to financial service organizations and serves as a trustee to other mutual fund complexes. He presently serves as Chairman of the Board of the Trust.
Mr. Seidel has over 13 years of experience serving as an Independent Trustee of the Trust. That position has provided him with knowledge of the operations and business of the Trust and the Funds. Mr. Seidel has significant experience related to the financial services industry, having been Chairman of R.B. Seidel and associates, a financial consulting firm, since 2014 and Chairman of Girard Capital, a broker-dealer, since 2010. He presently serves as Chairman of the Nominating and Governance Committee of the Trust.
The Board believes that each Trustees experience, qualifications, attributes and skills should be evaluated on an individual basis and in consideration of the perspective such Trustee brings to the entire Board, with no single Trustee, or particular factor, being indicative of Board effectiveness. However, the Board believes that Trustees need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties. The Board believes that its members satisfy this standard.
Experience relevant to having this ability may be achieved through a Trustees educational background; business, professional training or practice; public service or academic positions; experience from service as a board member (including the Board) or as an executive of investment funds, public companies or significant private or non-profit entities or other organizations; and/or other life experiences.
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To assist them in evaluating matters under federal and state law, the Independent Trustees may benefit from information provided by counsel to the Trust. The Board and its committees have the ability to engage other experts as appropriate. The Board evaluates its performance on an annual basis.
OFFICERS BACKGROUND AND COMPENSATION
Name Address Birth year Position With Trust |
Principal Occupations for Past Five Years and Previous Positions |
Total
Compensation From Trust*** |
||
Michael D. Daniels Birth year: 1967 |
Principal Occupations : Chief Operating Officer, Wilmington Funds and Wilmington Trust Investment Advisors, Inc.; Administrative Vice President, M&T Bank. | | ||
Chief Operating Officer Began serving: June 2007 |
Previous Positions : Senior Vice President, MSD&T and MCA (2006 to 2007); Vice President, Calamos Asset Management (2004 to 2006); Vice President, JP Morgan Chase Bank (2002 to 2004). | |||
Jeffrey M. Seling Birth year: 1970
Assistant Treasurer Began serving: June 2013 |
Principal Occupations : Vice President, M&T Bank and Wilmington Trust Investment Advisors, Inc.; Assistant Treasurer, Wilmington Funds
Previous Positions : Vice President, MSD&T; Assistant Vice President, Wells Fargo Bank; Assistant Vice President, JP Morgan Chase Bank. |
| ||
Vice President Began serving: June 2007 |
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John C. McDonnell Birth Year: 1966 |
Principal Occupations : Vice President, Wilmington Funds Management Corporation (2005 to present); Vice President, Wilmington Trust Investment Advisors, Inc. (2012 to present). | | ||
Vice President and Assistant Treasurer Began serving: June 2013 |
Previous Positions : Vice President, Wilmington Trust Investment Management, LLC (2005 to 2012); Audit Senior, Deloitte LLP (2004 to 2005); Assistant Vice President, 1838 Investment Advisors, LP (1999 to 2004). | |||
Mary Ellen Reilly Birth year: 1970 |
Principal Occupation : Chief Compliance Officer and Anti-Money Laundering Officer, Wilmington Funds; Administrative Vice President, M&T Bank. | | ||
Chief Compliance Officer and AML Compliance Officer Began serving: March 2015 |
Previous Positions : Administrative Vice President, M&T Bank, and Program Director, Buffalo Promise. Neighborhood (2013-2015); Vice President, M&T Bank, and Product Manager, Wilmington Trust Retirement and Institutional Services Company (2010-2013); Vice President, M&T Bank, and Risk Manager, M&T Investment Group (2006-2010) | |||
Eric B. Paul Birth year: 1974 |
Principal Occupations : Administrative Vice President, M&T Bank (2003 to present); Director of Proprietary Products, M&T Bank (2008 to present). | | ||
Vice President Began serving: June 2008 |
||||
Ralph V. Partlow, III 25 South Charles Street, 22 nd Floor
Baltimore, MD 21201 Birth year: 1957 |
Principal Occupation : Administrative Vice President and Deputy General Counsel, M&T Bank (2003 to present).
Previous Positions : Vice President and Senior Counsel, Allfirst Bank (1995 to 2003). |
| ||
Vice President Began serving: June 2010 |
||||
Christopher W. Roleke 10 High Street, Suite 302 Boston, MA 02110 Birth year: 1972 |
Principal Occupations: Managing Director; Fund Principal Financial Officer, Foreside Management Services, LLC (2011 to present).
Previous Positions: Assistant Vice President, JP Morgan Investor Services Co. (2006 to 2011). |
| ||
Chief Financial Officer and Treasurer Began serving: July 2013 |
||||
Lisa R. Grosswirth Atlantic Terminal Office Tower 2 Hanson Place 12 th Floor Brooklyn, NY 11217 Birth year: 1963 |
Principal Occupations : Vice President, BNY Mellon Asset Servicing (2004 to present).
Previous Positions : Supervisory Paralegal, The Dreyfus Corporation (1998 to 2004). |
| ||
Secretary Began serving: September 2007 |
||||
Richard J. Berthy Three Canal Plaza, Suite 100 Portland, ME 04101 Birth year: 1958 |
Principal Occupations : Chief Executive Officer, Foreside Financial Group, LLC (2012 to present).
Previous Positions : President, Foreside Financial Group, LLC (2008 to 2012); Chief Administrative Officer, Foreside Financial Group, LLC (2005 to 2008); President and Secretary, Bainbridge Capital Management, LLC (2003 to 2006); Vice President, Bainbridge Capital Management (2002 to 2004). |
| ||
Chief Executive Officer Began serving: September 2007 |
*** | Officers do not receive any compensation from the Trust. |
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COMMITTEES OF THE BOARD
The Board of Trustees has established various committees to facilitate the timely and efficient consideration of all matters of importance to the Independent Trustees, the Trust, and each Funds shareholders, and to facilitate compliance with legal and regulatory requirements. Currently, the Board has an Audit Committee, Nominating and Governance Committee, Pricing Committee, Disclosure Controls and Procedures Committee and Sub-Advisor and Performance Oversight Committee.
The Audit Committee is composed of Nicholas A. Giordano, Joseph J. Castiglia and John S. Cramer, Chairman, each who are not interested persons of the Trust as defined in Section 2(a)(19) of the 1940 Act (individually, an Independent Trustee and collectively, the Independent Trustees). The Audit Committee, pursuant to its Charter, oversees and monitors the Trusts internal accounting and control structure, its auditing function and its financial reporting process. The Audit Committee is responsible for selecting and retaining the auditors for the Trust. The Audit Committee is also responsible for approving the audit plans, fees and other material arrangements in respect of the engagement of auditors, including non-audit services. The Chairman of the Audit Committee is responsible for pre-approving all non-audit related services, subject to ratification by the full Audit Committee. The Audit Committee reviews the qualifications of the auditors key personnel involved in the foregoing activities and monitors the auditors independence. The Audit Committee also discusses the Trusts processes with respect to risk assessment and risk management. During the fiscal year ended April 30, 2016, the Audit Committee met four times.
The Trust has a Nominating and Governance Committee which functions pursuant to its Charter. The Board of the Trust appoints the members of the Nominating and Governance Committee, which is composed of Richard B. Seidel, Chairman, Daniel R. Gernatt, Jr. and Robert H. Arnold, each an Independent Trustee. The Nominating and Governance Committee is responsible for the selection and nomination for election to the full Board appropriate candidates for service as Trustees of the Trust. In addition, the Nominating and Governance Committee provides a forum for the Independent Trustees to address important issues of corporate governance for the Trust, including Trustee compensation and the Board self-evaluation, and to make appropriate recommendations to the full Board regarding sound governance practices. During the fiscal year ended April 30, 2016, the Nominating and Governance Committee met four times.
The Pricing Committee is composed of any one Independent Trustee and a representative from the Advisor. The Pricing Committee may make fair valuation determinations as may be required from time to time. The Pricing Committee meets as is required. During the fiscal year ended April 30, 2016, the Pricing Committee did not meet.
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The Disclosure Controls and Procedures (DC&P) Committee is composed of the Trusts Principal Executive Officer (PEO), Principal Financial Officer (PFO), and Chief Compliance Officer, as well as the Chief Investment Officer and Chief Operating Officer of the Advisor, and from time to time, Fund Counsel and other persons may be invited to attend meetings by the Trusts PEO and PFO. The DC&P Committee oversees internal controls relating to preparation and filing of financial statements and meets prior to the final approvals by the PEO and PFO of the Fund on the annual report, semi-annual report, Form N-Q filings and certain other filings. During the fiscal year ended April 30, 2016, the DC&P Committee met eight times.
The Sub-Advisor and Performance Oversight (SA & PO) Committee is composed of any one Independent Trustee and any one representative from the Advisor, and from time to time, Fund Counsel and other persons may be invited to attend meetings. The SA & PO Committee oversees the manager selection process and meets prior to the selection of additional sub-advisors or the termination of any sub-advisor. During the fiscal year ended April 30, 2016, the SA & PO Committee did not meet.
BOARD OWNERSHIP OF SHARES IN THE FUNDS AND IN THE TRUST
AS OF DECEMBER 31, 2015
Board Member Name |
Dollar Range of Shares
Owned in Funds |
Aggregate Dollar
Range of Shares Owned in Trust |
||||||
Interested Board Members |
||||||||
Donald E. Foley |
None | |||||||
Christopher D. Randall |
$50,001 - $100,000 | |||||||
Wilmington Intermediate-Term Bond Fund |
$50,001 - $100,000 | |||||||
Wilmington Multi-Manager Real Asset Fund |
$10,001 - $50,000 | |||||||
Independent Board Members |
||||||||
Robert H. Arnold |
$50,001 - $100,000 | |||||||
Wilmington Multi-Manager Alternatives Fund |
$50,001 - $100,000 | |||||||
Joseph J. Castiglia |
$10,001 - $50,000 | |||||||
Wilmington U.S. Government Money Market Fund |
$10,001 - $50,000 | |||||||
John S. Cramer |
Over $100,000 | |||||||
Wilmington Intermediate-Term Bond Fund |
Over $100,000 | |||||||
Wilmington Multi-Manager International Fund |
$50,001 - $100,000 | |||||||
Wilmington Multi-Manager Real Asset Fund |
$10,001 - $50,000 | |||||||
Wilmington Municipal Bond Fund |
Over $100,000 | |||||||
Wilmington Prime Money Market Fund 1 |
$10,001 - $50,000 | |||||||
Wilmington Strategic Allocation Moderate Fund |
$1 - $10,000 | |||||||
Daniel R. Gernatt, Jr. |
Over $100,000 | |||||||
Wilmington Multi-Manager International Fund |
Over $100,000 | |||||||
Wilmington Large-Cap Strategy Fund |
Over $100,000 | |||||||
Wilmington Tax-Exempt Money Market Fund 2 |
Over $100,000 | |||||||
Nicholas A. Giordano |
Over $100,000 | |||||||
Wilmington Intermediate-Term Bond Fund |
Over $100,000 | |||||||
Wilmington Multi-Manager Real Asset Fund |
Over $100,000 | |||||||
Richard B. Seidel |
None |
1 | The Wilmington Prime Money Market was liquidated on August 15, 2016. |
2 | The Wilmington Tax-Exempt Money Market Fund was liquidated on August 22, 2016. |
As of August 1, 2016, the Funds Board and Officers as a group owned less than 1% of each Funds outstanding shares.
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BOARD LEADERSHIP STRUCTURE
The Board of Trustees is composed of six Independent Trustees and two interested trustees. Nicholas A. Giordano, Independent Trustee, serves as the Chairman of the Board and presides at meetings of the Board. Mr. Giordano regularly communicates with representatives of the Advisor and the Trust. Mr. Giordano leads the deliberative meetings of the Independent Trustees that are held outside of the presence of management personnel. The Independent Trustees are advised at these meetings, as well as at other times, by separate, independent legal counsel. Mr. Giordano may perform such other functions as may be requested by the Board from time to time. The Board believes that having a super-majority of Independent Trustees, coupled with an Independent Chairman, is appropriate and in the best interests of the Trust, given its specific characteristics.
The Trustees have the authority to take all actions necessary in connection with the business affairs of the Trust, including, among other things, approving the investment goals, policies and procedures for the Funds. The Trust enters into agreements with various entities to manage the day-to-day operations of the Funds, including with the Advisor, the sub-advisors, the administrator, the transfer agent, the distributor and the custodian. The Trustees are responsible for selecting these service providers, approving the terms of their contracts with the Funds, and exercising general oversight of these service providers on an ongoing basis.
BOARD OVERSIGHT OF TRUST RISK
The Board has not established a formal risk committee. However, much of the regular work of the Board and its standing Committees addresses aspects of risk oversight. At each regular Board meeting, the Advisor reports to the full Board on actual and potential risks to the Funds and the Trust as a whole. In addition, as part of its regular quarterly reports to the Board about various matters, the Advisor reports to the Board on the various elements of risk, including investment risk, credit risk, liquidity risk and operational risk, as well as overall business risks relating to the Fund. In addition, the Audit Committee considers risks related to financial reporting and controls.
The Board has appointed a Chief Compliance Officer (CCO) who reports directly to the Boards Independent Trustees and provides presentations to the Board at its quarterly meetings and an annual report to the Board concerning compliance matters. The CCO oversees the development and implementation of compliance policies and procedures that are reasonably designed to prevent violations of the federal securities laws (Compliance Policies). The Board has approved the Compliance Policies, which seek to reduce risks relating to the possibility of non-compliance with the federal securities laws. The CCO also regularly discusses the relevant risk issues affecting the Trust during private meetings with the Independent Trustees, including concerning the Advisor, as applicable.
INVESTMENT ADVISOR
WILMINGTON FUND MANAGEMENT CORPORATION (WFMC) . WFMC serves as the investment advisor to each of the Funds. WMFC is located at 1100 North Market Street, Wilmington, Delaware 19890 and is a Delaware corporation organized on September 17, 1981. It is a wholly owned subsidiary of Wilmington Trust Corporation, which is a wholly owned subsidiary of M&T Bank Corporation.
Several affiliates of WFMC are also engaged in the investment advisory business. Wilmington Trust Investment Management, LLC, a wholly owned subsidiary of Wilmington Trust Corporation, is a registered investment advisor. Cramer Rosenthal McGlynn, LLC. (CRM) and Roxbury Capital Management (Roxbury) are each registered investment advisors. Wilmington Trust Corporation has a controlling interest in both CRM and Roxbury.
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Pursuant to an investment advisory agreement between the Trust and WFMC, WFMC manages the assets of the Funds (Investment Advisory Contract). The Investment Advisory Contract has an initial term of two years and continues in effect from year to year thereafter if such continuance is specifically approved at least annually by the Board of Trustees including a majority of the Independent Trustees casting votes in person at a meeting called for such purpose, or by vote of a majority of the outstanding voting securities of the Fund. The Investment Advisory Contract may be terminated by the Trust or the investment advisor on 60 days written notice without penalty. The Investment Advisory Contract will also terminate automatically in the event of its assignment as defined in the 1940 Act. Pursuant to the Investment Advisory Contract, WFMC is entitled to receive the following annual investment advisory fees, paid monthly as a percentage of average daily net assets:
Annual Fee (as a % of average daily net assets (Assets)) |
||||||
Fund |
WFMC |
WTIA* | ||||
Large-Cap Strategy Fund |
0.50% | None | ||||
Multi-Manager International Fund |
0.45% | 80 | % | |||
Multi-Manager Alternatives Fund |
0.95% | 80 | % | |||
Multi-Manager Real Asset Fund |
0.45% on all Assets except Assets allocated to the inflation-protected and fixed-income securities (TIPS) strategy or the Enhanced Cash strategy. The fee for assets allocated to the TIPS strategy: 0.52% of the first $25 million; 0.49% of the next $25 million; and 0.47% of Assets over $50 million. The fee for assets allocated to the Enhanced Cash strategy is 0.53% on the assets. | 80 | % | |||
Strategic Allocation Conservative Fund |
0.40% | 50 | % | |||
Strategic Allocation Moderate Fund |
0.40% | 50 | % | |||
Strategic Allocation Aggressive Fund |
0.40% | 50 | % | |||
Intermediate-Term Bond Fund |
0.45% | None | ||||
Broad Market Bond Fund |
0.45% | None | ||||
Short-Term Bond Fund |
0.40% | None | ||||
Municipal Bond Fund |
0.45% | None | ||||
New York Municipal Bond Fund |
0.45% | None | ||||
U.S. Government Money Market Fund |
0.40% | None | ||||
U.S. Treasury Money Market Fund |
0.40% | None |
* | Percentage shown represents the portion of WFMCs fees allocated to WTIA. |
WFMC has contractually agreed to waive a portion of its advisory fee or reimburse expenses to the extent that the expenses of a Fund, (excluding fund of fund expenses, taxes, extraordinary expenses, brokerage commissions, interest, and class-specific expenses, such as Rule 12b-1 fees and shareholder servicing fees) expressed as an annualized percentage of average daily net assets, do not exceed the expense limitations set forth below.
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Fund |
EXPENSE LIMITATION | TERMINATION DATE | ||||
Large-Cap Strategy Fund |
0.25 | % | August 31, 2017 | |||
Multi-Manager International Fund |
1.18 | % | August 31, 2017 | |||
Multi-Manager Alternatives Fund |
1.90 | % | August 31, 2017 | |||
Multi-Manager Real Asset Fund |
0.98 | % | August 31, 2017 | |||
Strategic Allocation Conservative Fund |
0.53 | % | August 31, 2017 | |||
Strategic Allocation Moderate Fund |
0.49 | % | August 31, 2017 | |||
Strategic Allocation Aggressive Fund |
0.62 | % | August 31, 2017 | |||
Intermediate-Term Bond Fund |
0.53 | % | August 31, 2017 | |||
Broad Market Bond Fund |
0.55 | % | August 31, 2017 | |||
Short-Term Bond Fund |
0.48 | % | August 31, 2017 | |||
Municipal Bond Fund |
0.49 | % | August 31, 2017 | |||
New York Municipal Bond Fund |
0.59 | % | August 31, 2017 |
ADVISORY SERVICES. Under the terms of the Investment Advisory Contract, WFMC has agreed to: (a) direct the investments of the Funds, subject to and in accordance with each Funds investment goal, policies and limitations set forth in the prospectus and this SAI; (b) purchase and sell for each Fund, securities and other investments consistent with a Funds goals and policies; (c) supply office facilities, equipment and personnel necessary for servicing the investments of each Fund; (d) pay the salaries of all personnel of the investment advisor performing services relating to research, statistical and investment activities on behalf of a Fund; (e) make available and provide such information as the Trust and/or its administrator may reasonably request for use in the preparation of its registration statement, reports and other documents required by any applicable federal, foreign or state statutes or regulations; and (f) make its officers and employees available to the Trustees and officers of the Trust for consultation and discussion regarding the management of each Fund and its investment activities. Additionally, WFMC has agreed to create and maintain all necessary records in accordance with all applicable laws, rules and regulations pertaining to the various functions performed by it and not otherwise created and maintained by another party pursuant to a contract with the Funds. The Trust and/or WFMC may at any time upon approval by the Board of Trustees, enter into one or more sub-advisory agreements with a sub-advisor pursuant to which WFMC delegates any or all of its duties as listed.
The Investment Advisory Contract provides that WFMC shall not be liable for any error of judgment or mistake of law or for any loss suffered by a Fund in connection with the matters to which the agreement relates, except to the extent of a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its obligations and duties under the agreement. The salaries of any officers and the Interested Trustees employed by WFMC and the salaries of all personnel of WFMC performing services for each Fund relating to research, statistical and investment activities are paid by WFMC. Each Fund and each class of shares of a Fund pays its respective pro rata portion of the advisory fee payable by the Fund.
SUB-ADVISORY SERVICES
ALL FUNDS. WTIA, 111 South Calvert Street, 26 th Floor, Baltimore, MD 21202, provides certain investment services, information, advice, assistance and facilities and performs research, statistical and investment services pursuant to a sub-advisory agreement among the Trust, WFMC and WTIA. For providing sub-advisory services, WTIA may receive a portion of WFMCs advisory fee received from each Fund. The allocation of the fees between WFMC and WTIA is based on the allocation of responsibilities between WFMC and WTIA with respect to each Fund. WFMC may reallocate investment advisory responsibilities and fees between itself and WTIA without obtaining shareholder approval. Any such reallocation will not result in a reduction in the nature and level of services provided to each Fund or in an increase in the aggregate fees paid by each Fund for such services.
In addition, subject to oversight by the Board, WFMC is responsible for overseeing the sub-advisors and recommending their hiring, termination and replacement. Pursuant to an exemptive order from the SEC, WFMC (subject to the approval of the Board) may, with respect to any of the Funds, select and replace sub-advisors, which are unaffiliated with WFMC, and amend Sub Advisory agreements without obtaining shareholder approval, provided that certain conditions are met.
For their services, each sub-advisor (other than WTIA) is entitled to receive a fee based upon a percentage of their respective Funds average daily net assets, which will be paid by the Fund and not by the Advisor. The rate of the overall fee payable to the multiple sub-advisors of a sub-advised Fund may vary depending on the amount of assets that are allocated to the different sub-advisors of the
76
sub-advised Fund due to the differences in their fees. The rate of the overall fee payable to the multiple sub advisors of a sub advised Fund may also vary, from time to time, due to increases or decreases in the market value of the portions of the Funds portfolio managed by particular sub-advisors. These variations may occur even though there has been no change in the contractual arrangements between the Fund and any sub-advisor. With respect to the Multi-Manager International Fund, Multi-Manager Real Asset Fund, and the Multi-Manager Alternatives Fund, should changes to a Sub-Advisory agreement result in an increase in the overall management and advisory fee payable by the Fund to over 1.00%, 1.15%, and 2.40%, respectively, shareholders of the Fund will be required to approve such change.
MULTI-MANAGER INTERNATIONAL FUND
Each of Dimensional Fund Advisors LP (Dimensional), J O Hambro Capital Management Limited (JOHCM), LSV Asset Management (LSV), Northern Cross LLC (Northern Cross), Oberweis Asset Management, Inc. (Oberweis) and Parametric Portfolio Associates LLC (Parametric) act as sub-advisors to the Multi-Manager International Fund. The Advisor will allocate assets of the Multi-Manager International Fund among the sub-advisors. The allocation of assets among the sub-advisors may vary from time to time and the Advisor may not allocate assets to every sub-advisor.
Dimensional is located at 6300 Bee Cave Road, Building One, Austin, TX 78746.
JOHCM is located at Ground Floor, 14 Ryder Street, London, England SW1Y 6QB.
LSV is located at 155 North Wacker Drive, Suite 4600, Chicago, IL 60606.
Northern Cross is located at 125 Summer Street, Suite 1410, Boston, MA 02110.
Oberweis is located at 3333 Warrenville Road, Suite 500, Lisle, IL 60532.
Parametric is located at 1918 Eighth Avenue, Suite 3100, Seattle, WA 98101.
SUB-ADVISOR |
SUBADVISORY FEE AS A
|
|
Dimensional |
0.45% on the first $50 million in assets; and 0.30% on assets over $50 million |
|
JOHCM |
0.70% | |
LSV |
0.49% | |
Northern Cross |
0.55% on the first $1 billion in assets; and
0.50% on assets over $1 billion |
|
Oberweis |
1.00% on the first $50 million; 0.90% on the next $50 million; and 0.80% on assets in excess of $100 million | |
Parametric |
For assets allocated to the Emerging Markets Strategy: 0.60% on the first $100 million in assets; and 0.55% on assets over $100 million For assets allocated to the Developed Country Index Replication Strategy: 0.275% on the first $50 million in assets; and 0.20% on assets over $50 million |
Of the 0.95% contractual management fee disclosed in the Funds fee table in the summary prospectus, 0.60% can be allocated to sub-advisors (other than WTIA) that assist in managing the Funds assets.
77
MULTI-MANAGER ALTERNATIVES FUND
Each of Analytic Investors, LLC (Analytic), Highland Capital Healthcare Advisors, L.P. (HCHA), Highland Capital Management Fund Advisors, L.P. (HCMFA), Parametric Risk Advisers (Parametric RA), P/E Global LLC (PE Global) and Shelton Capital Management (Shelton) act as sub-advisors to the Fund.
Analytic is located at 555 West Fifth Street, 50 th Floor, Los Angeles, CA 90013.
HCHA is located at 300 Crescent Court, Suite 700, Dallas, Texas 75201.
HCMFA is located at 200 Crescent Court, Suite 700, Dallas, Texas 75201.
Parametric RA is located at 518 Riverside Avenue, 1st Floor, Westport, CT 06880.
PE Global is located at 75 State Street, 31st Floor, Boston, MA 02109.
Shelton is located at 1050 17th Street, Suite 1710, Denver, CO 80265.
The Fund is directly responsible for paying the following sub-advisors the following sub-advisory fees as a percentage of average daily net assets allocated to and managed by a sub-advisor:
SUB-ADVISOR |
SUBADVISORY FEE AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS (ASSETS) |
|
Analytic |
0.75% on the first $20 million of assets; 0.70% on the next $80 million of assets; and 0.625% on assets in excess of $100 million |
|
HCHA |
1.00% | |
HCMFA |
0.90% | |
Parametric RA |
0.90% on the first $20 million of assets; 0.75% on the next $20 million of assets; 0.60% on the next $20 million of assets; 0.525% on the next $40 million of assets; and 0.45% on assets in excess of $100 million |
|
PE Global |
1.00% | |
Shelton |
1.00% |
Of the 1.76% management fee disclosed in the Funds fee table in the summary prospectus, 0.81% can be allocated to sub-advisors (other than WTIA) that assist in managing the Funds assets.
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MULTI-MANAGER REAL ASSET FUND
The sub-advisors to the Multi-Manager Real Asset Fund are CBRE Clarion Securities LLC (CBRE Clarion), Pacific Investment Management Company LLC (PIMCO) and Parametric Portfolio Associates LLC (Parametric) each of which are registered investment advisors. In addition, WFMC, the investment advisor, directly manages the portions of the Multi-Manager Real Asset Fund allocated to the inflation-protected and fixed-income securities strategy (e.g., TIPS) and to the enhanced cash strategy.
CBRE Clarion, located at 201 King of Prussia Road, Suite 600, Radnor, PA 19087, is an indirect, majority-owned subsidiary of CB Richard Ellis Group Inc.
PIMCO, located at 840 Newport Center Drive, Newport Beach, CA 92660, is a Delaware limited liability company and is a majority-owned subsidiary of Allianz Global Investors of America L.P., (AGI LP) with a minority interest held by PIMCO Partners, LLC. PIMCO Partners, LLC is owned by the current managing directors and executive management of PIMCO. AGI LP was organized as a limited partnership under Delaware law in 1987. AGI LPs sole general partner is Allianz Global Investors of America LLC, a Delaware limited liability company. Allianz Global Investors of America LLC has two members, Allianz of America, Inc., a Delaware corporation which owns a 99.9% non-managing interest and Allianz Global Investors of America Holdings Inc., a Delaware corporation which owns a 0.1% managing interest. Allianz Global Investors of America Holdings Inc. is a wholly-owned subsidiary of Allianz Global Investors Aktiengesellschaft. Allianz Global Investors Aktiengesellschaft is owned 25.53% by AZ-Argos 6 Vermoegensverwaltungsgesellschaft mbH and 74.47% by Allianz Societas Europaea (Allianz SE). AZ-Argos 6 Vermoegensverwaltungsgesellschaft mbH is wholly-owned by Allianz Finanzbeteiligungs GmbH which is wholly owned by Allianz SE. Allianz of America, Inc. is wholly-owned by Allianz SE. Allianz SE indirectly holds a controlling interest in Allianz Global Investors of America L.P. Allianz SE is a European-based, multinational insurance and financial services holding company.
Parametric is located at 1918 Eighth Avenue, Suite 3100, Seattle, WA 98101.
The Multi-Manager Real Asset Fund is directly responsible for paying each of its sub-advisors the following sub-advisory fees as a percentage of average daily net assets allocated to and managed by a sub-advisor:
SUB-ADVISOR |
SUB- ADVISORY FEE AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS (ASSETS) |
|
CBRE Clarion |
0.65% on the first $50 million in assets; 0.55% on the next $50 million in assets; and 0.45% on assets over $100 million |
|
PIMCO |
0.25% on all Fund account assets |
|
Parametric |
0.25% on the first $20 million in assets; 0.20% on the next $20 million in assets; and 0.15% on assets in excess of $40 million |
Of the 0.73% management fee disclosed in the Funds fee table in the summary prospectus, 0.28% can be allocated to sub-advisors (other than WTIA) that assist in managing the Funds assets.
SUB-ADVISORY AGREEMENTS. Each Sub-Advisory Agreement provides that the sub-advisor has discretionary investment authority with respect to the portion of the Funds assets allocated to it by WFMC, subject to the restrictions of the 1940 Act, the Internal Revenue Code of 1986, as amended, applicable state securities laws, applicable statutes and regulations of foreign jurisdictions, the Funds investment goal, policies and restrictions and the instructions of the Board of Trustees and WFMC.
79
Each Sub-Advisory Agreement provides that the sub-advisor will not be liable for any action taken, omitted or suffered to be taken except if such acts or omissions are the result of willful misfeasance, bad faith, gross negligence or reckless disregard of duty. Each Sub-Advisory Agreement continues in effect for two years and then from year to year so long as continuance of each such Sub-Advisory Agreement is approved at least annually (i) by the vote of a majority of the Independent Trustees at a meeting called for the purpose of voting on such approval and (ii) by the vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund. Each Sub-Advisory Agreement terminates automatically in the event of its assignment and is terminable on written notice by the Trust (without penalty, by action of the Board of Trustees or by vote of a majority of the Funds outstanding voting securities) or by WFMC or the sub-advisor. Each Sub-Advisory Agreement provides that written notice of termination must be provided sixty days prior to the termination date, absent mutual agreement for a shorter notice period. WTIA may receive a sub-advisory fee from WFMC as agreed to from time to time with WFMC. Such fee paid to WTIA will not exceed the contractual amount of WFMCs advisory fee. The fee shall be payable monthly as soon as practicable after the last day of each month.
SUB-ADVISORY FEE WAIVER AGREEMENT. For purposes of calculating the sub-advisory fee payable by a Fund, some sub-advisors (each, a Participating Sub-Advisor) have entered into an agreement with WFMC to waive a portion of its fee in an amount equal to the difference between the sub-advisory fee calculated as stated in each Participating Sub-Advisors sub-advisory agreement and the sub-advisory fee calculated pursuant to a separate fee waiver agreement. Under the fee waiver agreement, a Participating Sub-Advisors fee calculation is based on the average daily net asset value of a Fund Account together with the account values of certain similarly managed assets in client accounts of WFMC and its affiliates. In effect, the fee waiver agreement allows the calculation of the sub-advisory fee using asset levels that trigger a reduced rate sooner than if only a Fund account assets were considered in determining the sub-advisory fee. Although the fee waiver agreement lowers the effective sub-advisory fee paid by a Fund and such reduction will accrue to the benefit of the shareholders of the Fund, the lower effective sub-advisory fee paid by the Advisor on behalf of the similarly managed assets in client accounts of WFMC and its affiliates will accrue to the benefit of WFMC and its affiliates. This additional benefit to WFMC is the direct result of using Fund account assets to reduce the sub-advisory fee paid to the Participating Sub-Advisor for services to the similarly managed assets.
PORTFOLIO MANAGERS
The management of the Funds and their sub-advisors is the responsibility of a group of WFMC and WTIA investment professionals. The information provided below supplements the information provided in the Prospectuses under the heading Who Manages the Funds with respect to the investment professionals responsible, either individually or jointly, for the day-to-day management of each of the Funds, including information regarding:
(i) OTHER ACCOUNTS MANAGED. Other accounts managed by portfolio managers and management team members jointly and primarily responsible for the day-to-day management of the Funds;
(ii) MATERIAL CONFLICTS OF INTEREST. Material conflicts of interest identified by WFMC and WTIA and each sub-advisor that may arise in connection with a portfolio managers management of a Funds investments and investments of other accounts managed for the Funds. These potential conflicts of interest include material conflicts between the investment strategy of a Fund and the investment strategy of the other accounts managed by the portfolio manager and conflicts associated with the allocation of investment opportunities between a Fund and other accounts managed by the portfolio manager. Additional conflicts of interest may potentially exist or arise that are not discussed below;
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(iii) COMPENSATION. A description of the structure of, and method used to determine the compensation received by the Funds portfolio managers or management team members from the Funds, the advisor or any other source with respect to managing the Funds and any other accounts for the fiscal year ended April 30, 2013; and
(iv) OWNERSHIP OF SECURITIES. Information regarding each portfolio managers dollar range of equity securities beneficially owned in the Funds as of April 30, 2013.
WILMINGTON MULTI-MANAGER INTERNATIONAL FUND/WILMINGTON MULTI-MANAGER REAL ASSET FUND/WILMINGTON MULTI-MANAGER ALTERNATIVES FUND
WFMC, INVESTMENT ADVISOR
WTIA, INC., SUB-ADVISOR
OTHER ACCOUNTS MANAGED (AS OF APRIL 30, 2016)
Portfolio Manager/Type of Accounts |
Total Number
of account Managed |
of Accounts
Total Assets (millions) |
||||||
Matthew D. Glaser |
||||||||
Registered Investment Companies: |
0 | $ | 0 | |||||
Other Pooled Investment Vehicles: |
$ | |||||||
Other Accounts |
0 | $ | 0 |
Dollar range of shares owned in Multi-Manager International Fund: None.
Dollar range of shares owned in Multi-Manager Real Asset Fund: None.
Dollar range of shares owned in Multi-Manager Alternatives Fund: None.
Portfolio Manager/Type of Accounts |
Total Number
of account Managed |
of Accounts
Total Assets (millions) |
||||||
Clement K. Miller |
||||||||
Registered Investment Companies: |
0 | $ | 0 | |||||
Other Pooled Investment Vehicles: |
1 | $ | 86 | |||||
Other Accounts: |
0 | $ | 0 |
Dollar range of shares owned in Multi-Manager International Fund: None.
Dollar range of shares owned in Multi-Manager Real Asset Fund: None.
Dollar range of shares owned in Multi-Manager Alternatives Fund: None.
Portfolio Manager/Type of Accounts |
Total Number
of account Managed |
of Accounts
Total Assets (millions) |
||||||
Joshua A. Savadove |
||||||||
Registered Investment Companies: |
0 | $ | 0 | |||||
Other Pooled Investment Vehicles: |
4 | $ | 54 | |||||
Other Accounts: |
0 | $ | 0 |
Dollar range of shares owned in Multi-Manager International Fund: None.
Dollar range of shares owned in Multi-Manager Real Asset Fund: None.
Dollar range of shares owned in Multi-Manager Alternatives Fund: None.
Portfolio Manager/Type of Accounts |
Total Number
of account Managed |
of Accounts
Total Assets (millions) |
||||||
Jordan Strauss |
||||||||
Registered Investment Companies: |
0 | $ | 0 | |||||
Other Pooled Investment Vehicles: |
4 | $ | 54 | |||||
Other Accounts: |
0 | $ | 0 |
Dollar value range of shares owned in Multi-Manager Alternatives Fund: None
Dollar value of shares owned in the Multi-Manager Real Asset Fund: None
81
WILMINGTON STRATEGIC ALLOCATION AGGRESSIVE FUND/WILMINGTON STRATEGIC ALLOCATION CONSERVATIVE FUND/WILMINGTON STRATEGIC ALLOCATION MODERATE FUND
WFMC, INVESTMENT ADVISOR
WTIA, INC., SUB-ADVISOR
OTHER ACCOUNTS MANAGED (AS OF APRIL 30, 2016)
Portfolio Manager/Type of Accounts |
Total Number
of account Managed |
of Accounts
Total Assets (millions) |
||||||
Allen E. Choinski |
||||||||
Registered Investment Companies: |
0 | $ | 0 | |||||
Other Pooled Investment Vehicles: |
0 | $ | 0 | |||||
Other Accounts |
0 | $ | 0 |
Dollar range of shares owned in Strategic Allocation Aggressive Fund: None.
Dollar range of shares owned in Strategic Allocation Conservative Fund: None.
Dollar range of shares owned in Strategic Allocation Moderate Fund: None.
Portfolio Manager/Type of Accounts |
Total Number
of account Managed |
of Accounts
Total Assets (millions) |
||||||
Joshua A. Savadove |
||||||||
Registered Investment Companies: |
0 | $ | 0 | |||||
Other Pooled Investment Vehicles: |
4 | $ | 54 | |||||
Other Accounts: |
0 | $ | 0 |
Dollar range of shares owned in Strategic Allocation Aggressive Fund: None.
Dollar range of shares owned in Strategic Allocation Conservative Fund: None.
Dollar range of shares owned in Strategic Allocation Moderate Fund: None.
Dollar range of shares owned in Strategic Allocation Aggressive Fund: None.
Dollar range of shares owned in Strategic Allocation Conservative Fund: None.
Dollar range of shares owned in Strategic Allocation Moderate Fund: None.
82
WILMINGTON LARGE-CAP STRATEGY FUND
WFMC, INVESTMENT ADVISOR
WTIA, INC., SUB-ADVISOR
OTHER ACCOUNTS MANAGED (AS OF APRIL 30, 2016)
Portfolio Manager/Type of Accounts |
Total Number
of account Managed |
of Accounts
Total Assets (millions) |
||||||
Matthew D. Glaser |
||||||||
Registered Investment Companies |
0 | $ | 0 | |||||
Other Pooled Investment Vehicles |
$ | |||||||
Other Accounts |
$ | |||||||
Andrew H. Hopkins |
||||||||
Registered Investment Companies |
0 | $ | 0 | |||||
Other Pooled Investment Vehicles |
4 | $ | 234.3 | |||||
Other Accounts |
1809 | $ | 1,732.8 | |||||
Karen Purzitsky, CFA |
||||||||
Registered Investment Companies |
0 | $ | 0 | |||||
Other Pooled Investment Vehicles |
0 | $ | 0 | |||||
Other Accounts |
0 | $ | 0 |
Dollar value range of shares owned in the Large-Cap Strategy Fund: None.
83
WILMINGTON INTERMEDIATE-SHORT TERM BOND FUND/WILMINGTON BROAD MARKET BOND FUND/WILMINGTON SHORT-TERM BOND FUND
WFMC, INVESTMENT ADVISOR
WTIA, INC., SUB-ADVISOR
OTHER ACCOUNTS MANAGED (AS OF APRIL 30, 2016)
Portfolio Manager/Type of Accounts |
Total Number
of account Managed |
of Accounts
Total Assets (millions) |
||||||
Dominick DEramo |
||||||||
Registered Investment Companies: |
0 | $ | 0 | |||||
Other Pooled Investment Vehicles: |
1 | $ | 39.4 | |||||
Other Accounts: |
209 | $ | 3,128.2 |
Dollar value range of shares owned in the Intermediate-Term Bond Fund: None.
Dollar value range of shares owned in the Broad Market Bond Fund: None.
Dollar value range of shares owned in the Short-Term Bond Fund: None.
Dollar value range of shares owned in the Intermediate-Term Bond Fund: None.
Dollar value range of shares owned in the Broad Market Bond Fund: None.
Dollar value range of shares owned in the Short-Term Bond Fund: None.
Dollar value range of shares owned in the Intermediate-Term Bond Fund: None.
Dollar value range of shares owned in the Broad Market Bond Fund: None.
Dollar value range of shares owned in the Short-Term Bond Fund: None.
Dollar value range of shares owned in the Intermediate-Term Bond Fund: None.
Dollar value range of shares owned in the Broad Market Bond Fund: None.
Dollar value range of shares owned in the Short-Term Bond Fund: None.
84
WILMINGTON MUNICIPAL BOND FUND/WILMINGTON NEW YORK MUNICIPAL BOND FUND
WFMC, INVESTMENT ADVISOR
WTIA, INC., SUB-ADVISOR
OTHER ACCOUNTS MANAGED (AS OF APRIL 30, 2016)
Portfolio Manager/Type of Accounts |
Total Number
of account Managed |
of Accounts
Total Assets (millions) |
||||||
Robert F. Collins |
||||||||
Registered Investment Companies: |
0 | $ | 0 | |||||
Other Pooled Investment Vehicles: |
1 | $ | 192.6 | |||||
Other Accounts: |
755 | $ | 3,942.2 |
Dollar value range of shares owned in the Municipal Bond Fund: None.
Dollar value range of shares owned in the New York Municipal Bond Fund: None.
Dollar value range of shares owned in the Municipal Bond Fund: None.
Dollar value range of shares owned in the New York Municipal Bond Fund: None.
Dollar value range of shares owned in the Municipal Bond Fund: None.
Dollar value range of shares owned in the New York Municipal Bond Fund: None.
Dollar value range of shares owned in the Municipal Bond Fund: None.
Dollar value range of shares owned in the New York Municipal Bond Fund: None.
Compensation Structure
Compensation is comprised of a base salary and an annual incentive bonus. The base salary is based on the job description of the position and the overall qualifications of the individual. Each portfolio managers performance is formally evaluated annually and based on a variety of factors. The bonus is determined by three components: the overall performance of M&T Bank, the overall performance of WTIA relative to the budget and each portfolio managers investment performance relative to the benchmarks for the fund that he helps manage.
The performance portion of each portfolio managers incentive bonus is based on the time weighted rates of return for the funds he helps manage compared to the relevant indices with the heaviest emphasis on the current year results. Prior period results are a factor to the extent that they build an argument for additional compensation based on a superior long-term track record.
Conflicts of Interest (WFMC/WTIA Portfolio Managers)
Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one account. More specifically, portfolio managers who manage multiple accounts are presented with the following potential conflicts:
| The management of multiple accounts may result in a portfolio manager devoting unequal time and attention to the management of each account. WFMC/WTIA seek to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most accounts managed by a portfolio manager in a particular investment strategy are managed using the same investment models. |
| If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one account, an account may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible accounts. To deal with these situations, WFMC/WTIA have adopted procedures for allocating portfolio transactions across multiple accounts. |
| With respect to many of its clients accounts, WFMC/WTIA determine which broker to use to execute transaction orders, consistent with its duty to seek best execution of the transaction. However, with respect to certain other accounts, WFMC/WTIA may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, WFMC/WTIA may place separate, non-simultaneous, transactions for a Fund and other accounts, which may temporarily affect the market price of the security or the execution of the transaction, or both, to the detriment of the Fund or the other accounts. |
| The Fund is subject to different regulation than the other pooled investment vehicles and other accounts managed by the portfolio manager. As a consequence of this difference in regulatory requirements, the Fund may not be permitted to engage in all the investment techniques or transactions or to engage in these transactions to the same extent as the other accounts managed by the portfolio manager. Finally, the appearance of a conflict of interest may arise where WFMC/WTIA have an incentive, such as a performance-based management fee, which WFMC/WTIA may charge in the future to some accounts, with respect to which a portfolio manager has day-to-day management responsibilities. |
WFMC/WTIA have adopted certain compliance procedures which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.
85
DIMENSIONAL FUND ADVISORS, LP (Dimensional)
OTHER ACCOUNTS MANAGED (AS OF APRIL 30, 2016)
Portfolio
|
Total Number of
Accounts Managed |
Total Assets
(millions) |
Number of Accounts
Managed subject to a Performance Based Advisory Fee |
Total Assets
Managed subject to a Performance Based Advisory Fee (millions) |
||||||||||||
Joseph H. Chi |
||||||||||||||||
Registered Investment Companies: |
111 | $ | 274,330 | 0 | $ | 0 | ||||||||||
Other Pooled Investment Vehicles: |
21 | $ | 12,119 | 1 | $ | 191 | ||||||||||
Other Accounts: |
83 | $ | 23,868 | 6 | $ | 2,435 | ||||||||||
Jed S. Fogdall |
||||||||||||||||
Registered Investment Companies: |
111 | $ | 274,330 | 0 | $ | 0 | ||||||||||
Other Pooled Investment Vehicles: |
21 | $ | 12,119 | 1 | $ | 191 | ||||||||||
Other Accounts: |
83 | $ | 23,868 | 6 | $ | 2,435 | ||||||||||
Henry F. Gray |
||||||||||||||||
Registered Investment Companies: |
88 | $ | 205,411 | 0 | $ | 0 | ||||||||||
Other Pooled Investment Vehicles: |
8 | $ | 7,040 | 1 | $ | 191 | ||||||||||
Other Accounts: |
45 | $ | 15,747 | 4 | $ | 1,785 | ||||||||||
Bhanu Singh |
||||||||||||||||
Registered Investment Companies: |
66 | $ | 140,999 | 0 | $ | 0 | ||||||||||
Other Pooled Investment Vehicles: |
10 | $ | 2,537 | 0 | $ | 0 | ||||||||||
Other Accounts: |
51 | $ | 14,611 | 6 | $ | 2,435 | ||||||||||
Mary Phillips |
||||||||||||||||
Registered Investment Companies: |
16 | $ | 19,337 | 0 | $ | 0 | ||||||||||
Other Pooled Investment Vehicles: |
0 | $ | 0 | 0 | $ | 0 | ||||||||||
Other Accounts: |
0 | $ | 0 | 0 | $ | 0 |
Potential Conflicts of Interest
Actual or apparent conflicts of interest may arise when a portfolio manager has the primary day-to-day responsibilities with respect to more than one fund and other accounts. Other accounts include registered mutual funds (other than the Fund), other unregistered pooled investment vehicles, and other accounts managed for organizations and individuals (collectively, Accounts). An Account may have similar investment objectives to the Fund, or may purchase, sell, or hold securities that are eligible to be purchased, sold, or held by the Fund. Actual or apparent conflicts of interest include:
| Time Management . The management of multiple Accounts may result in a portfolio manager devoting unequal time and attention to the management of the Fund and/or Account. Dimensional seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Certain Accounts managed by a portfolio manager are managed using the same investment approaches that are used in connection with the management of the Fund. |
| Investment Opportunities . It is possible that at times identical securities will be held by more than one Account. However, positions in the same security may vary and the length of time that any Account may choose to hold its investment in the same security may likewise vary. If a portfolio manager identifies a limited investment opportunity that may be suitable for more than one Account, the Fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible Accounts. To deal with these situations, Dimensional has adopted procedures for allocating portfolio transactions across multiple Accounts. |
| Broker Selection . With respect to securities transactions for the Fund, Dimensional determines which broker to use to execute each order, consistent with its duty to seek best execution of the transaction. However, with respect to certain Accounts (such as separate accounts), Dimensional may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, Dimensional or its affiliates may place separate, non-simultaneous, transactions for the Fund and another Account that may temporarily affect the market price of the security or the execution of the transaction, or both, to the detriment of the Fund or the Account. |
| Performance-Based Fees . For some Accounts, Dimensional may be compensated based on the profitability of the Account, such as by a performance-based management fee. These incentive compensation structures may create a conflict of interest for Dimensional with regard to Accounts where Dimensional is paid based on a percentage of assets because the portfolio manager may have an incentive to allocate securities preferentially to the Accounts where Dimensional might share in investment gains. |
| Investment in a Fund or Account . A portfolio manager or his/her relatives may invest in an Account that he or she manages and a conflict may arise where he or she may therefore have an incentive to treat the Account in which the portfolio manager or his/her relatives invest preferentially as compared to the Fund or other Accounts for which he or she has portfolio management responsibilities. |
Dimensional has adopted certain compliance procedures that are reasonably designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.
Compensation
Portfolio managers receive a base salary and bonus. Compensation of a portfolio manager is determined at Dimensionals discretion and is based on a portfolio managers experience, responsibilities, the perception of the quality of his or her work efforts, and other subjective factors. The compensation of portfolio managers is not directly based upon the performance of a fund or other accounts that the portfolio managers manage. Dimensional reviews the compensation of each portfolio manager annually and may make modifications in compensation as its Compensation Committee deems necessary to reflect changes in the market. Each portfolio managers compensation consists of the following:
| Base salary. Each portfolio manager is paid a base salary. Dimensional considers the factors described above to determine each portfolio managers base salary. |
| Semi-Annual Bonus. Each portfolio manager may receive a semi-annual bonus. The amount of the bonus paid to each portfolio manager is based upon the factors described above. |
Portfolio managers may be awarded the right to purchase restricted shares of the stock of Dimensional as determined from time to time by Dimensionals Board of Directors or its delegates. Portfolio managers also participate in benefit and retirement plans and other programs available generally to all employees. In addition, portfolio managers may be given the option of participating in Dimensionals Long Term Incentive Plan. The level of participation for eligible employees may be dependent on overall level of compensation, among other considerations. Participation in this program is not based on or related to the performance of any individual strategies or any particular client accounts.
J O Hambro Capital Management Limited (JOHCM)
Christopher Lees
Other Accounts Managed (As of April 30, 2016)
Other Accounts Managed |
Total Number of Other
Accounts Managed/ Total Assets (Millions) |
Number of Other Accounts
Managed/Total Assets that are Subject to Performance Fees |
||||||
Registered Investment Companies |
2/$4,074.20 | 0/$0 | ||||||
|
|
|||||||
Other Pooled Investment Vehicles |
2/$3,417.20 | 2/$3,417.20 | ||||||
|
|
|||||||
Other Accounts |
6/$2,934.60 | 0/$0 | ||||||
|
|
Dollar value of shares owned in the Multi-Manager International Fund: None.
Nudgem Richyal
Other Accounts Managed (As of April 30, 2016)
Other Accounts Managed |
Total Number of Other
Accounts Managed/ Total Assets (Millions) |
Number of Other Accounts
Managed/Total Assets that are Subject to Performance Fees |
||||||
Registered Investment Companies |
2/$4,074.20 | 0/$0 | ||||||
|
|
|||||||
Other Pooled Investment Vehicles |
2/$3,417.20 | 2/$3,417.20 | ||||||
|
|
|||||||
Other Accounts |
8/$2,972.20 | 1/$19.7 | ||||||
|
|
* | Nudgem Richyal manages the JOHCM Sharia Fund which is included in Other Accounts |
Dollar value of shares owned in the Multi-Manager International Fund: None.
Compensation
JOHCM provides a highly competitive compensation package, which is focused on rewarding investment team members who generate the greatest value. It consists of the following:
1. | A competitive base salary |
2. | A performance based incentive bonus |
Performance fees are based on rolling 1-year and 3-year returns with heavier weighting based on 3-year returns. This award is quantitatively evaluated using a predefined formula and results are calculated by its attribution and performance reporting systems.
3. | Revenue sharing |
A percentage of the strategy revenue is shared with the Portfolio Manager
4. | Equity ownership |
Key investment personnel are awarded equity ownership based on achieving certain milestones on growth of asset levels achieved in the strategy
By linking a significant portion of portfolio managements compensation to equity ownership and revenue of the investment strategy in which they manage, the JOHCM management team encourages its professionals to adopt a long-term, team-oriented focus toward superior investment management with significant long-term upside reward potential. JOHCM management is confident that this will ensure that it is properly aligning the interests of its senior investment teams with those of its clients and client partners.
Material Conflicts of Interest
A Portfolio Manager may be subject to potential conflicts of interest because the Portfolio Manager is responsible for other accounts in addition to the Fund. Those other accounts may include another mutual fund, separately managed advisory accounts and the personal accounts of the Portfolio Manager.
A potential conflict may arise when the Portfolio Manager is responsible for accounts that have different advisory fees. This could create conflicts of interest because the Funds Portfolio Manager may have incentives to favor certain accounts over others, resulting in other accounts outperforming the Fund. A conflict may also exist if the Portfolio Manager identifies a limited investment opportunity that may be appropriate for more than one account, but the Fund is not able to take full advantage of that opportunity due to the need to allocate the opportunity among multiple accounts. In addition, the Portfolio Manager may execute transactions for another account that may adversely impact the value of securities held by the Fund.
However, JOHCM believes that these risks are mitigated by the fact that accounts with the same investment strategies or which hold the same securities are generally managed in a similar fashion, subject to exceptions to account for particular investment restrictions or other limitations applicable only to certain accounts, as well as differences in each accounts initial holdings, cash flow, account size and other factors. In addition, JOHCM has adopted trade allocation procedures that require equitable allocation of trades for a particular security among participating accounts over time and a Code of Ethics that addresses possible conflicts between personal trades and client trades.
LSV ASSET MANAGEMENT (LSV)
OTHER ACCOUNTS MANAGED (AS OF APRIL 30, 2016)
Josef Lakonishok
Portfolio Manager/
|
Total Number of
Accounts Managed |
Total Assets
(millions) |
Number of Accounts
Managed subject to a Performance Based Advisory Fee |
Total Assets
Managed subject to a Performance Based Advisory Fee (millions) |
||||||||||||
Registered Investment Companies |
35 | $ | 16,123 | 0 | $ | 0 | ||||||||||
Other Pooled Investment Vehicles |
52 | $ | 16,776 | 5 | $ | 502 | ||||||||||
Other Accounts |
426 | $ | 56,203 | 42 | $ | 9,401 |
Dollar value range of shares owned in the Multi-Manager International Fund: None.
Menno Vermeulen
Other Accounts Managed by Menno Vermeulen |
Total Number of
Accounts Managed |
Total Assets
(millions) |
Number of Accounts
Managed subject to a Performance Based Advisory Fee |
Total Assets
Managed subject to a Performance Based Advisory Fee (millions) |
||||||||||||
Registered Investment Companies |
35 | $ | 16,123 | 0 | $ | 0 | ||||||||||
Other Pooled Investment Vehicles |
52 | $ | 16,776 | 5 | $ | 502 | ||||||||||
Other Accounts |
426 | $ | 56,203 | 42 | $ | 9,401 |
Dollar value range of shares owned in the Multi-Manager International Fund: None.
Puneet Mansharamani
Other Accounts Managed by Puneet Mansharamani |
Total Number of
Accounts Managed |
Total Assets
(millions) |
Number of Accounts
Managed subject to a Performance Based Advisory Fee |
Total Assets
Managed subject to a Performance Based Advisory Fee (millions) |
||||||||||||
Registered Investment Companies |
35 | $ | 16,123 | 0 | $ | 0 | ||||||||||
Other Pooled Investment Vehicles |
52 | $ | 16,776 | 5 | $ | 502 | ||||||||||
Other Accounts |
426 | $ | 56,203 | 42 | $ | 9,401 |
Guy Lakonishok*
Other Accounts Managed by Puneet Mansharamani |
Total Number of
Accounts Managed |
Total Assets
(millions) |
Number of Accounts
Managed subject to a Performance Based Advisory Fee |
Total Assets
Managed subject to a Performance Based Advisory Fee (millions) |
||||||||||||
Registered Investment Companies |
35 | $ | 16,123 | 0 | $ | 0 | ||||||||||
Other Pooled Investment Vehicles |
52 | $ | 16,776 | 5 | $ | 502 | ||||||||||
Other Accounts |
426 | $ | 56,203 | 42 | $ | 9,401 |
Greg Sleight*
Other Accounts Managed by Puneet Mansharamani |
Total Number of
Accounts Managed |
Total Assets
(millions) |
Number of Accounts
Managed subject to a Performance Based Advisory Fee |
Total Assets
Managed subject to a Performance Based Advisory Fee (millions) |
||||||||||||
Registered Investment Companies |
35 | $ | 16,123 | 0 | $ | 0 | ||||||||||
Other Pooled Investment Vehicles |
52 | $ | 16,776 | 5 | $ | 502 | ||||||||||
Other Accounts |
426 | $ | 56,203 | 42 | $ | 9,401 |
* Mr. Sleight and Mr. Lakonishok joined the portfolio management team on July 1, 2014.
Dollar value range of shares owned in the Multi-Manager International Fund: None.
Compensation Structure (LSV)
The portfolio managers compensation consists of a salary and a discretionary bonus. Each of the portfolio managers is a partner of LSV and thereby receives a portion of the overall profit of the firm as part of his ownership interests.
The bonus is based upon the profitability of the firm and individual performance. Individual performance is subjective and may be based on a number of factors, such as the individuals leadership and contribution to the strategic planning and development of the investment group.
Conflicts of Interest (LSV)
The same team of portfolio managers is responsible for the day-to-day management of all of LSVs accounts. In some cases, LSV has entered into individualized performance-fee arrangements with clients. Performance-based arrangements, and accounts in which employees may be invested could create an incentive to favor those accounts over other accounts in the allocation of investment opportunities. LSV has policies and procedures to monitor for this potential conflict and to ensure that investment opportunities are fairly allocated to all clients.
Investment decisions are made by LSVs quantitative process separately for each portfolio based upon its current holdings, investment parameters and the portfolios expected return as calculated by LSVs quantitative system. Product rebalancing takes place by product and is carried out serially for each portfolio (including separately managed accounts, unregistered funds and investment companies) invested in that product, generally beginning with the portfolio with the lowest expected return. Therefore, those portfolios which need the highest level of expected return improvement generally have first access to the widest set of investment opportunities. However, because LSV does not view an individual stock as important by itself, the concept of a limited investment opportunity is not applicable to LSVs investment approach.
86
LSV may be in the position of buying or selling the same security for a number of its clients at roughly the same time. LSV will aggregate such transactions if it believes such aggregation is consistent with its duty to seek best execution for its clients and is consistent with the terms of LSVs investment advisory agreement with each client for which trades are being aggregated. Because of market fluctuations, the prices obtained on such transactions within a single day may vary substantially. In order to more equitably allocate the effects of such market fluctuations, for certain transactions, LSV may use an averaging procedure. Under this procedure, purchases or sales of a particular security for a clients account will at times be combined with purchases or sales of the same security for other clients on the same day. In such cases, the price shown on the confirmation of the clients purchase or sale will be the average execution price on all of the purchases and sales that are aggregated for this purpose. For aggregated trades that are partially filled, shares will be allocated pro-rata among participating accounts that day, based upon their pro-rata share of the order. All allocations are subject to change at the traders discretion, to take into consideration cash balances, the use of round lots the completion of small orders, or the reduction of settlement fees.
There are no material conflicts created by the Portfolio Managers compensation structure. LSV does not generate or utilize soft dollars.
87
Northern Cross LLC (Northern Cross )
Other Accounts Managed (As of April 30, 2016)
Howard Appleby, CFA
Other Accounts Managed by
|
Total Number of Other
Accounts Managed/ Total Assets (Millions) |
Number of Other Accounts
Managed/Total Assets that are Subject to Performance Fees |
||||||
Registered Investment Companies |
6/$41,639.00 | 0 | ||||||
Other Pooled Investment Vehicles |
1/$38.60 | 0 | ||||||
Other Accounts |
11/$2,062.30 | 0 |
Dollar value range of shares owned in the Multi-Manager International Fund: None
Jean-Francois Ducrest
Other Accounts Managed by
|
Total Number of Other
Accounts Managed/ Total Assets (Millions) |
Number of Other Accounts
Managed/Total Assets that are Subject to Performance Fees |
||||||
Registered Investment Companies |
6/$41,639.00 | 0 | ||||||
Other Pooled Investment Vehicles |
1/$38.60 | 0 | ||||||
Other Accounts |
11/$2,062.30 | 0 |
Dollar value range of shares owned in the Multi-Manager International Fund: None
James LaTorre, CFA
Other Accounts Managed by
|
Total Number of Other
Accounts Managed/ Total Assets (Millions) |
Number of Other Accounts
Managed/Total Assets that are Subject to Performance Fees |
||||||
Registered Investment Companies |
6/$41,639.00 | 0 | ||||||
Other Pooled Investment Vehicles |
1/$38.60 | 0 | ||||||
Other Accounts |
11/$2,062.30 | 0 |
Dollar value range of shares owned in the Multi-Manager International Fund: None
Compensation (As of April 30, 2016)
Messrs. Appleby, Ducrest and LaTorre are three of the four principals of Northern Cross, LLC. The principals compensation is based upon the net profits of Northern Cross, LLC and each principal receives income based upon their percentage ownership of the firm. Messrs. Appleby, Ducrest and LaTorre each have an equal percentage ownership of the firm.
Material Conflicts of Interest
From time to time, potential conflicts of interest may arise between the portfolio managers management of the investments of the Multi-Manager International Fund and the management of other client accounts.. The other accounts might have similar investment objectives or strategies as the Multi-Manager International Fund, track the same index that the Multi-Manager International Fund tracks or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Multi-Manager International Fund. The other accounts might also have different investment objectives or strategies than the Multi-Manager International Fund. Northern Cross, LLC has adopted policies and procedures reasonably designed to treat all accounts fairly and equitably and to address the potentially adverse effect of any conflicts of interest.
A potential conflict of interest may arise as a result of the portfolio managers day-to-day management of the Multi-Manager International Fund. Because of the portfolio managers positions with the Multi- Manager International Fund, each portfolio manager knows the size, timing and possible market impact of the Multi-Manager International Funds trades. It is theoretically possible that a portfolio manager could use this information to the advantage of other accounts he manages and to the possible detriment of the Multi-Manager International Fund. Northern Cross, LLC has designed and implemented policies and procedures intended to mitigate these conflicts and fairly allocate investments across all client accounts. Trades are blocked and executed at a common price. Allocations of the block trade are then made pro rata to all eligible accounts within the same strategy.
Supervised Persons of Northern Cross, LLC may purchase, hold and sell securities, for their own benefit, that could be owned by or considered potential investment opportunities for Northern Cross, LLCs clients. Personal securities trading by supervised persons creates a conflict of interest. Northern Cross, LLC has put in place policies and procedures to mitigate this conflict. Personal securities transactions are addressed in Northern Cross, LLCs Code of Ethics and monitored regularly by Northern Cross, LLCs Compliance Team. Controls applied to personal securities trading include pre-clearance of all personal trades in reportable securities and restrictions on securities owned by or being considered for clients of Northern Cross, LLC.
When evaluating broker/dealers, Northern Cross, LLC may not always select the broker/dealer with the lowest commission rate. The primary criteria considered in selecting a broker/dealer is the ability of the broker/dealer, in Northern Cross, LLCs opinion, to secure execution at the best security price available with respect to each transaction, in light of the overall quality of brokerage and research services provided to Northern Cross, LLC on behalf of their clients.
A potential conflict of interest may arise as result of a portfolio managers management of a number of accounts with varying investment guidelines. Often, an investment opportunity may be suitable for both the Multi-Manager International Fund and other accounts but may not be available in sufficient quantities for both the Multi-Manager International Fund and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by the Multi-Manager International Fund and another account Northern Cross, LLC has adopted policies and procedures designed to allocate investment opportunities on a fair and equitable basis over time. Under Northern Cross, LLCs allocation procedures, investment opportunities are allocated among various investment strategies.
Oberweis Asset Management, Inc. (Oberweis)
Other Accounts Managed (As of April 30, 2016)
Ralf Scherschmidt
Other Accounts Managed |
Total Number of Other
Accounts Managed/ Total Assets (Millions) |
Number of Other Accounts
Managed/Total Assets that are Subject to Performance Fees |
||||||
Registered Investment Companies |
2 /$ 1,318 | 0 | ||||||
Other Pooled Investment Vehicles |
0 | 0 | ||||||
Other Accounts |
16 /$ 956 | 0 |
Dollar value of shares owned in the Multi-Manager International Fund: None.
Material Conflicts of Interest
A Portfolio Manager may be subject to potential conflicts of interest because the Portfolio Manager is responsible for other accounts in addition to the Fund. Those other accounts may include another mutual fund, separately managed advisory accounts and the personal accounts of the Portfolio Manager.
A potential conflict may arise when the Portfolio Manager is responsible for accounts that have different advisory fees. This could create conflicts of interest because the Portfolio Manager may have incentives to favor certain accounts over others, resulting in other accounts outperforming the Fund. A conflict may also exist if the Portfolio Manager identifies a limited investment opportunity that may be appropriate for more than one account, but the Fund is not able to take full advantage of that opportunity due to the need to allocate the opportunity among multiple accounts. In addition, the Portfolio Manager may execute transactions for another account that may adversely impact the value of securities held by the Fund.
However, Oberweis believes that these risks are mitigated by the fact that accounts with the same investment strategies or which hold the same securities are generally managed in a similar fashion, subject to exceptions to account for particular investment restrictions or other limitations applicable only to certain accounts, as well as differences in each accounts initial holdings, cash flow, account size and other factors. In addition, Oberweis has adopted trade allocation procedures that require equitable allocation of trades for a particular security among participating accounts over time and a Code of Ethics that addresses possible conflicts between personal trades and client trades.
Compensation
Oberweis provides a highly competitive compensation package, which is focused on rewarding investment team members who generate the greatest value. It consists of the following:
1. | A competitive base salary |
2. | A performance based incentive bonus |
Performance fees are based on rolling 1-year and 3-year returns with heavier weighting based on 3-year returns. This award is quantitatively evaluated using a predefined formula and results are calculated by its attribution and performance reporting systems.
3. | Revenue sharing |
A percentage of the strategy revenue is shared with the Portfolio Manager.
4. | Equity ownership |
Key investment personnel are awarded equity ownership based on achieving certain milestones on growth of asset levels achieved in the strategy
By linking a significant portion of portfolio managements compensation to equity ownership and revenue of the investment strategy in which they manage, the Oberweis management team encourages its professionals to adopt a long-term, team-oriented focus toward superior investment management with significant long-term upside reward potential. Oberweis management is confident that this will help ensure that it is properly aligning the interests of its senior investment teams with those of its clients and client partners.
PARAMETRIC PORTFOLIO ASSOCIATES, LLC (Parametric)
Other Accounts Managed (As of April 30, 2016).
Portfolio Manager/Type of Accounts |
Total Number
of Accounts Managed |
Total Assets
(millions) |
Number of
Accounts Managed subject to a Performance Based Advisory Fee |
Total Assets
Managed subject to a Performance Based Advisory Fee (millions) |
||||||||||||
Thomas Seto |
||||||||||||||||
Registered Investment Companies: |
29 | $ | 19,886 | 0 | $ | 0 | ||||||||||
Other Pooled Investment Vehicles: |
11 | $ | 3,311 | 0 | $ | 0 | ||||||||||
Other Accounts: |
28,811 | $ | 57,437 | 2 | $ | 1,162 | ||||||||||
Paul Bouchey |
||||||||||||||||
Registered Investment Companies: |
19 | $ | 11,748 | 0 | $ | 0 | ||||||||||
Other Pooled Investment Vehicles: |
11 | $ | 3,311 | 0 | $ | 0 | ||||||||||
Other Accounts: |
28,811 | $ | 57,437 | 2 | $ | 1,162 | ||||||||||
Timothy Atwill |
||||||||||||||||
Registered Investment Companies: |
10 | $ | 7,004 | 0 | $ | 0 | ||||||||||
Other Pooled Investment Vehicles: |
6 | $ | 3,034 | 0 | $ | 0 | ||||||||||
Other Accounts: |
59 | $ | 4,076 | 2 |
$
|
1,162
|
|
MATERIAL CONFLICTS OF INTEREST . It is possible that conflicts of interest may arise in connection with a portfolio managers management of the Funds investments on the one hand and the investments of other accounts for which the portfolio manager is responsible on the other. For example, a portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among the Fund and other accounts he advises. In addition, due to differences in the investment strategies or restrictions between the Fund and the other accounts, a portfolio manager may take action with respect to another account that differs from the action taken with respect to the Fund. In some cases, another account managed by a portfolio manager may compensate the investment adviser based on the performance of the securities held by that account. The existence of such a performance-based fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities. Whenever conflicts of interest arise, the portfolio manager will endeavor to exercise his discretion in a manner that he believes is equitable to all interested persons. The investment adviser and sub-adviser have adopted several policies and procedures designed to address these potential conflicts including a code of ethics and policies which govern the investment advisers and sub-advisers trading practices, including among other things the aggregation and allocation of trades among clients, brokerage allocation, cross trades and best execution.
COMPENSATION (AS OF APRIL 30, 2015) . Compensation Structure. Compensation of Parametrics portfolio managers and other investment professionals has three primary components: (1) a base salary; 2) an annual cash bonus; and (3) annual equity-based compensation. Parametrics investment professionals also receive certain retirement, insurance and other benefits that are broadly available to Parametric employees. Compensation of Parametric professionals are reviewed on an annual basis. Stock-based compensation awards and adjustments in base salary and bonuses are typically paid and/or put into effect at, or shortly after, the firms fiscal year-end, October 31.
Method to Determine Compensation. Parametric seeks to compensate investment professionals commensurate with responsibilities and performance while remaining competitive with other firms within the investment management industry. Please note that compensation for investment professionals is not based directly on investment performance or the assets in a given strategy, but rather on the overall performance of responsibilities. In this way, the interests of portfolio managers are aligned with the interests of investors without providing incentive to take undue or insufficient investment risk. Salaries, bonuses and stock-based compensation are also influenced by the operating performance of Parametric and its parent company, Eaton Vance Corp. (EVC). Cash bonuses are determined based on a target percentage of Parametrics profits. While the salaries of investment professionals are comparatively fixed, cash bonuses and stock-based compensation may fluctuate from year-to-year, based on changes in financial performance and other factors. Parametric also offers opportunities to move within the organization, as well as incentives to grow within the organization by promotion.
OWNERSHIP OF SECURITIES (AS OF APRIL 30, 2016) . Messrs. Seto, Bouchey and Atwill did not beneficially own any shares of the Funds as of April 30, 2016.
88
CBRE CLARION SECURITIES, LLC (CBRE Clarion)
OTHER ACCOUNTS MANAGED (AS OF APRIL 30, 2016).
Portfolio Manager/Type of Accounts |
Total Number of
Accounts Managed |
Total Assets
(millions) |
Number of Accounts
Managed subject to a Performance Based Advisory Fee |
Total Assets
Managed subject to a Performance Based Advisory Fee (millions) |
||||||||||||
T. Ritson Ferguson |
||||||||||||||||
Registered Investment Companies: |
16 | $ | 10,914,757,130 | 0 | $ | 0 | ||||||||||
Other Pooled Investment Vehicles: |
24 | $ | 3,685,394,227 | 0 | $ | 0 | ||||||||||
Other Accounts: |
62 | $ | 5,891,716,910 | $ | ||||||||||||
Steven D. Burton |
||||||||||||||||
Registered Investment Companies: |
11 | $ | 8,839,667,220 | 0 | $ | 0 | ||||||||||
Other Pooled Investment Vehicles: |
19 | $ | 3,277,026,009 | 0 | $ | 0 | ||||||||||
Other Accounts: |
47 | $ | 4,577,050,581 | $ | ||||||||||||
Joseph P. Smith |
||||||||||||||||
Registered Investment Companies: |
14 | $ | 10,855,644,133 | 0 | $ | 0 | ||||||||||
Other Pooled Investment Vehicles: |
21 | $ | 3,274,227,204 | 0 | $ | 0 | ||||||||||
Other Accounts: |
61 | $ | 5,541,334,912 | $ | ||||||||||||
Jeremy M. Anagnos |
||||||||||||||||
Registered Investment Companies: |
2 | $ | 59,112,997 | 0 | $ | 0 | ||||||||||
Other Pooled Investment Vehicles: |
3 | $ | 214,671,485 | 0 | $ | 0 | ||||||||||
Other Accounts: |
0 | $ | 0 |
89
MATERIAL CONFLICTS OF INTEREST. A portfolio manager may be subject to potential conflicts of interest because the portfolio manager is responsible for other accounts in addition to the Fund. These other accounts may include, among others, other mutual funds, separately managed advisory accounts, commingled trust accounts, insurance separate accounts, wrap fee programs and hedge funds. Potential conflicts may arise out of the implementation of differing investment strategies for a portfolio managers various accounts, the allocation of investment opportunities among those accounts or differences in the advisory fees paid by the portfolio managers accounts.
A potential conflict of interest may arise as a result of a portfolio managers responsibility for multiple accounts with similar investment guidelines. Under these circumstances, a potential investment may be suitable for more than one of the portfolio managers accounts, but the quantity of the investment available for purchase is less than the aggregate amount the accounts would ideally devote to the opportunity. Similar conflicts may arise when multiple accounts seek to dispose of the same investment.
A portfolio manager may also manage accounts whose objectives and policies differ from those of the Fund. These differences may be such that under certain circumstances, trading activity appropriate for one account managed by the portfolio manager may have adverse consequences for another account managed by the portfolio manager if, for example, an account were to sell (or sell short) a significant position in a security, which could cause the market price of that security to decrease, while the Fund maintained its position in that security.
A potential conflict may also arise when a portfolio manager is responsible for accounts that have different advisory fees the difference in the fees may create an incentive for the portfolio manager to favor one account over another, for example, in terms of access to particularly appealing investment opportunities. This conflict may be heightened where an account is subject to a performance-based fee.
CBRE Clarion recognizes the duty of loyalty it owes to its clients and has established and implemented certain policies and procedures designed to control and mitigate conflicts of interest arising from the execution of a variety of portfolio management and trading strategies across the firms diverse client base. Such policies and procedures include, but are not limited to, (i) trading, portfolio management supervisory and trade allocation procedures (ii) procedures regarding short sales in securities recommended for other clients; and (iii) procedures regarding personal trading by the firms employees (contained in CBRE Clarions Code of Ethics).
COMPENSATION (AS OF APRIL 30, 2016). There are five pieces of compensation for CBRE Clarion portfolio managers:
Compensation
In principle, portfolio manager compensation is not based on the performance of any particular account, including the Fund, nor is compensation based on the level of Fund assets.
Compensation for each portfolio manager other than Mr. Ferguson is structured as follows:
Base Salary Each portfolio manager receives a base salary. Base salaries have been established at a competitive market levels and are set forth in the portfolio managers employment agreement. An annual adjustment is made based on changes in the consumer price index. Base salaries are be reviewed periodically by the CBRE Clarion Compensation Committee and its Board of Directors, but adjustments are expected to be relatively infrequent.
Bonus Portfolio manager bonuses are drawn from an incentive compensation pool into which a significant percentage of firms pre-tax profits is set aside. Incentive compensation allocations are determined by the Compensation Committee based on a variety of factors, including the performance of particular investment strategies. To avoid the pitfalls of relying solely on a rigid performance format, however, incentive compensation decisions also take into account other important factors, such as the portfolio managers contribution to the team, firm, and overall investment process. Each of the portfolio managers is a member of the Committee. Incentive compensation allocations are reported to the Board of Directors, but the Boards approval is not required with one exception.
Deferred Compensation CBRE Clarion requires deferral of a percentage of incentive compensation exceeding a certain threshold in respect of a single fiscal year. The Compensation Committee may, in its discretion, require the deferral of additional amounts. Such deferred amounts are subject to the terms of a Deferred Bonus Plan adopted by the Board of Directors. The purpose of the Deferred Bonus Plan is to foster the retention of key employees, to focus plan participants on value creation and growth and to encourage continued cooperation among key employees in providing services to CBRE Clarions clients. The value of deferred bonus amounts is tied to the performance of CBRE Clarion investment funds chosen by the Compensation Committee; provided, that the Committee may elect to leave a portion of the assets uninvested. Deferred compensation vests incrementally, one-third after 2 years, 3 years and 4 years. The Deferred Bonus Plan provides for forfeiture upon voluntary termination of employment, termination for cause or conduct detrimental to the firm.
Profit Participation Each of the portfolio managers is a principal and owns shares of the firm. The firm distributes its income to its owners each year, so each portfolio manager receives income distributions corresponding to his ownership share. Ownership is structured so that the firms principals receive an increasing share of the firms profit over time. In addition, a principal may forfeit a portion of his ownership if he resigns voluntarily.
Other Compensation Portfolio managers may also participate in benefit plans and programs available generally to all employees, such as CBRE Groups 401(k) plan.
As the Chief Executive Officer of CBRE Global Investors, Mr. Fergusons compensation differs to some degree from the other portfolio managers, although it is comprised of similar elements:
Base Salary Mr. Fergusons base salary has been established and approved by the Compensation Committee of the Board of Directors of CBRE Group, Inc. (the Committee). (CBRE Group, Inc. is the majority owner of CBRE Clarion). Base salary is intended to provide a minimum level of fixed compensation necessary to attract and retain senior executives. It is set at a level that recognizes the skills, experience, leadership and individual contribution of each executive, as well as the scope and complexity of the executives role, including due consideration given to appropriate comparator group benchmarking. Base salaries are generally reviewed by the Committee annually during the first quarter, but may also be reviewed at other times in an executives officers responsibilities have materially changed or other special circumstances so warrant.
Annual Performance Award ( Bonus ) The CBRE Compensation Committee grants annual performance awards to executives under the Executive Incentive Plan (EIP), which has been approved by CBRE Group stockholders. The EIP is an incentive plan that permits executives to earn performance awards up to an individual cap based on a percentage of CBRE Groups adjusted EBITDA for the relevant performance period. Within the framework of the EIP, the Committee uses the Executive Bonus Plan (EBP) to establish target and maximum awards and determine actual payouts. Accordingly, the Committee has approved a target award for Mr. Ferguson tied to achievement of financial and strategic performance metrics. The financial performance measure used to determine a significant portion of each executives earned award is adjusted EBITDA measured at the global level and, for each business unit, measured at the business unit level. For Mr. Ferguson, the relevant business units are CBRE Global Investors and Trammell Crow Company. Strategic performance measures are more qualitative in nature and subjective in measurement, enabling the Committee to influence management performance against strategies beyond near-term financial measures to include certain strategic measures such as the quality of earnings, the positioning of the business for the future and the mitigation of risk. Actual cash incentive awards earned can range from zero to 200% of the target. The EBP provides CBRE Group CEO with the opportunity to recommend to the Committee a supplemental and discretionary bonus award to other executives in cases of exceptional and exceedingly deserving circumstances. The amount of the such an award is determined in the CEOs sole discretion, but subject to ratification by the Committee.
Long-Term Incentives CBRE uses equity compensation as a long-term incentive to create alignment with stockholders, to reward achievement of multi-year financial objectives, and as a retention tool for top executives that have the most direct impact on corporate results. The link to performance in long-term incentive grants is prospective in nature. For example, equity grans encourage executives to not only to contribute to contribute to the creation of additional stockholder value, but also to help maintain and preserve existing stockholder valuebecause the executives share that value through their equity. Equity grans are subject to multi-year vesting schedules, which helps the company retain key talent. In 2016, Mr. Ferguson received an initial grant of restricted stock units of CBRE Group, Inc. One-quarter of the award was immediately vested, with the remainder subject to annual vesting on December 31, 2016, 2017 and 2018. The Committee has also established an annual equity award target for Mr. Ferguson, subject to a mix of time- and performance-based vesting conditions. To the extent that performance objectives are met, a portion of the target annual long-term incentive award value will be awarded as a mix of time vesting and performance vesting awards.
CBRE Clarion Profit Participation Mr. Ferguson remains a principal and owns shares of CBRE Clarion. CBRE Clarion distributes its income to its owners each year, and Mr. Ferguson receives income distributions corresponding to his ownership share. Ownership is structured so that the firms principals receive an increasing share of the firms profit over time. In addition, a principal may forfeit a portion of his ownership if he resigns voluntarily.
OWNERSHIP OF SECURITIES (AS OF APRIL 30, 2016). No portfolio manager beneficially owned equity securities in the Fund.
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC (PIMCO)
OTHER ACCOUNTS MANAGED (AS OF APRIL 30, 2016).
Portfolio Manager/Type of Accounts |
Total Number of
Accounts Managed |
Total Assets
(millions) |
Number of Accounts
Managed subject to a Performance Based Advisory Fee |
Total Assets
Managed subject to a Performance Based Advisory Fee (millions) |
||||||||||||
Mihir Worah |
||||||||||||||||
Registered Investment Companies: |
42 | $ | 157,905.37 | 0 | $ | 0 | ||||||||||
Other Pooled Investment Vehicles: |
33 | $ | 20,338.82 | 1 | $ | 168.13 | ||||||||||
Other Accounts: |
64 | $ | 23,379.95 | 8 | $ | 2,204.18 |
90
CONFLICTS OF INTEREST. From time to time, potential and actual conflicts of interest may arise between a portfolio managers management of the investments of the Fund, on the one hand, and the management of other accounts, on the other. Potential and actual conflicts of interest may also arise as a result of PIMCOs other business activities and PIMCOs possession of material non-public information about an issuer. Other accounts managed by a portfolio manager might have similar investment objectives or strategies as the Fund, track the same index the Fund tracks or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Fund. The other accounts might also have different investment objectives or strategies than the Fund.
Because PIMCO is affiliated with Allianz, a large multi-national financial institution, conflicts similar to those described below may occur between the Fund or other accounts managed by PIMCO and PIMCOs affiliates or accounts managed by those affiliates. Those affiliates (or their clients), which generally operate autonomously from PIMCO, may take actions that are adverse to the Fund or other accounts managed by PIMCO. In many cases, PIMCO will not be in a position to mitigate those actions or address those conflicts, which could adversely affect the performance of the Fund or other accounts managed by PIMCO.
Knowledge and Timing of Fund Trades . A potential conflict of interest may arise as a result of the portfolio managers day-to-day management of the Fund. Because of their positions with the Fund, the portfolio managers know the size, timing and possible market impact of the Funds trades. It is theoretically possible that the portfolio managers could use this information to the advantage of other accounts they manage and to the possible detriment of the Fund.
Investment Opportunities. A potential conflict of interest may arise as a result of the portfolio managers management of a number of accounts with varying investment guidelines. Often, an investment opportunity may be suitable for both the Fund and other accounts managed by the portfolio manager, but may not be available in sufficient quantities for both the Fund and the other accounts to participate fully. In addition, regulatory issues applicable to PIMCO or the Fund or other accounts may result in the Fund not receiving securities that may otherwise be appropriate for them. Similarly, there may be limited opportunity to sell an investment held by the Fund and another account. PIMCO has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.
Under PIMCOs allocation procedures, investment opportunities are allocated among various investment strategies based on individual account investment guidelines and PIMCOs investment outlook. PIMCO has also adopted additional procedures to complement the general trade allocation policy that are designed to address potential conflicts of interest due to the side-by-side management of the Fund and certain pooled investment vehicles, including investment opportunity allocation issues.
Conflicts potentially limiting the Funds investment opportunities may also arise when the Fund and other PIMCO clients invest in different parts of an issuers capital structure, such as when the Fund owns senior debt obligations of an issuer and other clients own junior tranches of the same issuer. In such circumstances, decisions over whether to trigger an event of default, over the terms of any workout, or how to exit an investment may result in conflicts of interest. In order to minimize such conflicts, a portfolio manager may avoid certain investment opportunities that would potentially give rise to conflicts with other PIMCO clients or PIMCO may enact internal procedures designed to minimize such conflicts, which could have the effect of limiting the Funds investment opportunities. Additionally, if PIMCO acquires material non-public confidential information in connection with its business activities for other clients, a portfolio manager may be restricted from purchasing securities or selling securities for the Fund.
Moreover, the Fund or other account managed by PIMCO may invest in a transaction in which the Fund or accounts managed by PIMCO are expected to participate, or already have made or will seek to make, an investment. Such funds or accounts may have conflicting interests and objectives in connection with such investments, including, for example and without limitation, with respect to views on the operations or activities of the issuer involved, the targeted returns from the investment, and the timeframe for, and method of, exiting the investment. When making investment decisions where a conflict of interest may arise, PIMCO will endeavor to act in a fair and equitable manner as between the Fund and other clients; however, in certain instances the resolution of the conflict may result in PIMCO acting on behalf of another client in a manner that may not be in the best interest, or may be opposed to the best interest, of the Fund.
Performance Fees. A portfolio manager may advise certain accounts with respect to which the advisory fee is based entirely or partially on performance. Performance fee arrangements may create a conflict of interest for the portfolio manager in that the portfolio manager may have an incentive to allocate the investment opportunities that he or she believes might be the most profitable to such other accounts instead of allocating them to the Fund. PIMCO has adopted policies and procedures reasonably designed to allocate investment opportunities between the Fund and such other accounts on a fair and equitable basis over time.
COMPENSATION (AS OF JULY 20, 2016). PIMCO has adopted a Total Compensation Plan for its professional level employees, including its portfolio managers, that is designed to pay competitive compensation and reward performance, integrity and teamwork consistent with the firms mission statement. The Total Compensation Plan includes an incentive component that rewards high performance standards, work ethic and consistent individual and team contributions to the firm. The compensation of portfolio managers consists of a base salary and discretionary performance bonuses, and may include an equity or long term incentive component.
Certain employees of PIMCO, including portfolio managers, may elect to defer compensation through PIMCOs deferred compensation plan. PIMCO also offers its employees a non-contributory defined contribution plan through which PIMCO makes a contribution based on the employees compensation. PIMCOs contribution rate increases at a specified compensation level, which is a level that would include portfolio managers.
Key Principles on Compensation Philosophy include:
| PIMCOs pay practices are designed to attract and retain high performers. |
| PIMCOs pay philosophy embraces a corporate culture of rewarding strong performance, a strong work ethic and meritocracy. |
| PIMCOs goal is to ensure key professionals are aligned to PIMCOs long-term success through equity participation. |
| PIMCOs Discern and Differentiate discipline is exercised where individual performance ranking is used for guidance as it relates to total compensation levels. |
The Total Compensation Plan consists of three components:
| Base Salary Base salary is determined based on core job responsibilities, positions/levels and market factors. Base salary levels are reviewed annually, when there is a significant change in job responsibilities or position, or a significant change in market levels. |
91
| Performance Bonus Performance bonuses are designed to reward individual performance. Each professional and his or her supervisor will agree upon performance objectives to serve as a basis for performance evaluation during the year. The objectives will outline individual goals according to pre-established measures of the group or department success. Achievement against these goals as measured by the employee and supervisor will be an important, but not exclusive, element of the bonus decision process. Award amounts are determined at the discretion of the Compensation Committee (and/or certain senior portfolio managers, as appropriate) and will also consider firm performance. |
| Deferred Compensation M Options and/or Long-Term Incentive Plan (LTIP) is awarded to key professionals. Employees who reach a total compensation threshold are delivered their annual compensation in a mix of cash and/or deferred compensation. PIMCO incorporates a progressive allocation deferred compensation as a percentage of total compensation, which is in line with market practices. |
| The M Unit program provides mid-to-senior level employees with the potential to acquire an equity stake in PIMCO over their careers and to better align employee incentives with the firms long-term results. In the program, options are awarded and vest over a number of years and may convert into PIMCO equity which shares in the profit distributions of the firm. M Units are non-voting common equity of PIMCO and provide a mechanism for individuals to build a significant equity stake in PIMCO over time. |
| The LTIP provides deferred cash awards that appreciate or depreciate based on PIMCOs operating earnings over a rolling three-year period. The plan provides a link between longer term company performance and participant pay, further motivating participants to make a long-term commitment to PIMCOs success. |
| Participation in M Unit program and LTIP is contingent upon continued employment at PIMCO. |
In addition, the following non-exclusive list of criteria may be considered when specifically determining the total compensation for portfolio managers:
| 3-year, 2-year and 1-year dollar-weighted and account-weighted, pre-tax investment performance as judged against the applicable benchmarks for each account managed by a portfolio manager (including the Funds) and relative to applicable industry peer groups; |
| Appropriate risk positioning that is consistent with PIMCOs investment philosophy and the Investment Committee/CIO approach to the generation of alpha; |
| Amount and nature of assets managed by the portfolio manager; |
| Consistency of investment performance across portfolios of similar mandate and guidelines (reward low dispersion); |
| Generation and contribution of investment ideas in the context of PIMCOs secular and cyclical forums, portfolio strategy meetings, Investment Committee meetings, and on a day-to-day basis; |
| Absence of defaults and price defaults for issues in the portfolios managed by the portfolio manager; |
| Contributions to asset retention, gathering and client satisfaction; |
| Contributions to mentoring, coaching and/or supervising; and |
| Personal growth and skills added. |
A portfolio managers compensation is not based solely on the performance of any Fund or any other account managed by that portfolio manager. They are also evaluated against some of the non-exclusive list of qualitative criteria listed above.
Profit Sharing Plan. Portfolio managers who are Managing Directors of PIMCO receive compensation from a non-qualified profit sharing plan consisting of a portion of PIMCOs net profits. Portfolio managers who are Managing Directors receive an amount determined by the Compensation Committee, based upon an individuals overall contribution to the firm.
OWNERSHIP OF SECURITIES (AS OF APRIL 30, 2016). No portfolio manager was a beneficial owner of shares of the Fund as of April 30, 2016.
92
Analytic Investors, LLC (Analytic)
Dennis Bein, CFA
Other Accounts Managed (As of April 30, 2016)
Other Accounts Managed |
Total Number of Other
Accounts Managed/ Total Assets (Millions) |
Number of Other
Accounts Managed/Total Assets (Millions) that are Subject to Performance Fees |
||||||
Registered Investment Companies |
9/$2,738.2 | 0/$0 | ||||||
|
|
|
|
|||||
Other Pooled Investment Vehicles |
17/$2,079.6 | 3/$175.1 | ||||||
|
|
|
|
|||||
Other Accounts |
32/$6,613.7 | 2/$254.3 | ||||||
|
|
|
|
Harin de Silva, Ph.D., CFA
Other Accounts Managed (As of April 30, 2016)
Other Accounts Managed |
Total Number of Other
Accounts Managed/ Total Assets (Millions) |
Number of Other
Accounts Managed/Total Assets (Millions) that are Subject to Performance Fees |
||||||
Registered Investment Companies |
12/$5,035.1 | 0/$0 | ||||||
|
|
|
|
|||||
Other Pooled Investment Vehicles |
17/$2,079.6 | 3/$175.1 | ||||||
|
|
|
|
|||||
Other Accounts |
33/$6,907.2 | 2/$254.3 | ||||||
|
|
|
|
David Krider, CFA
Other Accounts Managed (As of April 30, 2016)
Other Accounts Managed |
Total Number of Other
Accounts Managed/ Total Assets (Millions) |
Number of Other
Accounts Managed/Total Assets (Millions) that are Subject to Performance Fees |
||||||
Registered Investment Companies |
4/$1,290.6 | 0/$0 | ||||||
|
|
|
|
|||||
Other Pooled Investment Vehicles |
13/$1,748.9 | 1/$109.0 | ||||||
|
|
|
|
|||||
Other Accounts |
11/$1,791.1 | 1/$32.1 | ||||||
|
|
|
|
Compensation
Analytics compensation structure for employees consists of an industry- competitive base salary (based on independent industry information), and an annual discretionary bonus. Bonus amounts are determined using the following factors: the overall success of the firm in terms of profitability (including revenues); the overall success of the department or team; and an individuals contribution to the team, based on goals established during the performance period. Analytic has granted equity interests to each employee of the firm. These equity interests entitle the employee to a certain share of Analytics net operating income (which is net of compensation expenses, including variable compensation) at year end. No single individual can hold more than 20% of the equity interests issued by Analytic and, in the aggregate, 60% of the equity interests issued will be held by investment team personnel. Analytic believes this structure allows the firm to attract and retain high-caliber professional employees.
Potential Conflicts of Interest
Analytic and its officers, employees and beneficial owners shall be free from time to time to acquire, possess, manage, and dispose of securities or other investment assets for their own accounts, for the accounts of their families, for the account of any entity in which they have a beneficial interest or for the accounts of others for whom they may provide investment advisory, brokerage or other services (collectively, Managed Accounts), in transactions which may or may not correspond with transactions effected or positions held in the Fund. It is understood that when Analytic determines that it would be appropriate for the Fund and one or more Managed Accounts to participate in an investment opportunity, Analytic will seek to execute orders for the Fund and for such Managed Accounts on a basis which it considers equitable, but that equality of treatment of the Fund and other Managed Accounts is not assured. In such situations, Analytic may (but is not be required to) place orders for the Fund and each other Managed Account simultaneously and if all such orders are not filled at the same price, Analytic may cause the Fund and each Managed Account to pay or receive the average of the prices at which the orders were filled. If all such orders cannot be fully executed under prevailing market conditions, Analytic may allocate the securities traded among the Fund and other Managed Accounts in a manner which it considers equitable, taking into account the size of the order placed for the Fund and each other Managed Account as well as any other factors which it deems relevant.
Certain of the Managed Accounts that Analytic advises may sell securities short, including securities with respect to which other Managed Accounts hold long positions. The portfolio managers and traders for these Managed Accounts are not separated from the rest of Analytics investment personnel and therefore have access to full information about Analytics investment research and the investment decisions and strategies being employed for the Managed Accounts. These Managed Accounts pay Analytic management fees at rates comparable to and in some cases lower than those paid by the Fund and other Managed Accounts. Analytic also receives a significant share of any profits earned by certain of the Managed Accounts as incentive compensation. As a result, Analytic may have a conflict between its own interests and the interests of other Analytic investment advisory clients in managing the portfolios of certain of these Managed Accounts.
Highland Capital Healthcare Advisors, L.P. (HCHA)
Michael Gregory
Other Accounts Managed (As of April 30, 2016)
Other Accounts Managed |
Total Number of Other
Accounts Managed/ Total Assets (Millions) |
Number of Other Accounts
Managed/Total Assets that are Subject to Performance Fees |
||
Registered Investment Companies |
5 / $ 645 | 0 / $ 0 | ||
|
|
|||
Other Pooled Investment Vehicles |
0 / $ 0 | 0 / $ 0 | ||
|
|
|||
Other Accounts |
0 / $ 0 | 0 / $ 0 | ||
|
|
Dollar value of shares owned in the Multi-Manager Alternatives Fund: None.
Compensation
HCHAs financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors, including the pre-tax relative performance of a portfolio managers underlying account, the pre-tax combined performance of the portfolio managers underlying accounts, and the pre-tax relative performance of the portfolio managers underlying accounts measured against other employees. The principal components of compensation include a base salary, a discretionary bonus, various retirement benefits and one or more of the incentive compensation programs established by HCHA, as applicable.
Base compensation . Generally, portfolio managers receive base compensation based on their seniority and/or their position with HCHA, which may include the amount of assets supervised and other management roles within HCHA. Base compensation is determined by taking into account current industry norms and market data to ensure that HCHA pays a competitive base compensation.
Discretionary compensation . In addition to base compensation, portfolio managers may receive discretionary compensation, which can be a substantial portion of total compensation. Discretionary compensation can include a discretionary cash bonus paid to recognize specific business contributions and to ensure that the total level of compensation is competitive with the market.
Because each persons compensation is based on his or her individual performance, HCHA does not have a typical percentage split among base salary, bonus and other compensation. Senior portfolio managers who perform additional management functions may receive additional compensation in these other capacities. Compensation is structured such that key professionals benefit from remaining with HCHA.
Material Conflicts of Interest
HCHA manages portfolios for multiple institutional, individual, and mutual fund clients. Each portfolio has its own set of investment objectives and investment policies that may differ from those of the Fund. The portfolio managers make investment decisions for each portfolio based on the investment objectives and policies and other relevant investment considerations applicable to that portfolio. Accordingly, a particular portfolio may contain different securities than the Fund, and investment decisions may be made in other accounts that are different than the decisions made for the Fund. As an example, the portfolio manager may decide to buy a security in one or more portfolios, while selling the same security in other portfolios based on the different objectives, restrictions, and cash flows in the portfolios. In addition, some of these portfolios have fee structures, including performance fees, which are, or have the potential to be, higher than the fees paid by the Fund to HCHA. In situations where HCHA has entered into a performance fee arrangement, it may have an economic incentive to make riskier investments and/or pursue riskier strategies than it might otherwise.
HCHAs objective is to meet its fiduciary obligation to treat all clients fairly. To help accomplish this objective and to address potential conflicts of interest, HCHA has adopted and implemented policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time. HCHAs compliance procedures include actively monitoring compliance with investment policies, trade allocation, and Code of Ethics requirements. In addition, HCHAs senior management team reviews the performance of portfolio managers and analysts.
Highland Capital Management Fund Advisors, L.P. (HCMFA)
Jonathan Lamensdorf, CFA
Other Accounts Managed (As of April 30, 2016)
Other Accounts Managed |
Total Number of Other
Accounts Managed/ Total Assets (Millions) |
Number of Other Accounts
Managed/Total Assets that are Subject to Performance Fees |
||
Registered Investment Companies |
1 / $ 755 | 0 / $ 0 | ||
|
|
|||
Other Pooled Investment Vehicles |
1 / $ 1 | 0 / $ 0 | ||
|
|
|||
Other Accounts |
0 / $ 0 | 0 / $ 0 | ||
|
|
Dollar value of shares owned in the Multi-Manager Alternatives Fund: None.
Compensation
HCMFAs financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors, including the pre-tax relative performance of a portfolio managers underlying account, the pre-tax combined performance of the portfolio managers underlying accounts, and the pre-tax relative performance of the portfolio managers underlying accounts measured against other employees. The principal components of compensation include a base salary, a discretionary bonus, various retirement benefits and one or more of the incentive compensation programs established by HCMFA, as applicable.
Base compensation . Generally, portfolio managers receive base compensation based on their seniority and/or their position with HCMFA, which may include the amount of assets supervised and other management roles within HCMFA. Base compensation is determined by taking into account current industry norms and market data to ensure that HCMFA pays a competitive base compensation.
Discretionary compensation . In addition to base compensation, portfolio managers may receive discretionary compensation, which can be a substantial portion of total compensation. Discretionary compensation can include a discretionary cash bonus paid to recognize specific business contributions and to ensure that the total level of compensation is competitive with the market.
Because each persons compensation is based on his or her individual performance, HCMFA does not have a typical percentage split among base salary, bonus and other compensation. Senior portfolio managers who perform additional management functions may receive additional compensation in these other capacities. Compensation is structured such that key professionals benefit from remaining with HCMFA.
Material Conflicts of Interest
HCMFA manages portfolios for multiple institutional, individual, and mutual fund clients. Each portfolio has its own set of investment objectives and investment policies that may differ from those of the Fund. The portfolio managers make investment decisions for each portfolio based on the investment objectives and policies and other relevant investment considerations applicable to that portfolio. Accordingly, a particular portfolio may contain different securities than the Fund, and investment decisions may be made in other accounts that are different than the decisions made for the Fund. As an example, the portfolio manager may decide to buy a security in one or more portfolios, while selling the same security in other portfolios based on the different objectives, restrictions, and cash flows in the portfolios. In addition, some of these portfolios have fee structures, including performance fees, which are, or have the potential to be, higher than the fees paid by the Fund to HCMFA. In situations where HCMFA has entered into a performance fee arrangement, it may have an economic incentive to make riskier investments and/or pursue riskier strategies than it might otherwise.
HCMFAs objective is to meet its fiduciary obligation to treat all clients fairly. To help accomplish this objective and to address potential conflicts of interest, HCMFA has adopted and implemented policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time. HCMFAs compliance procedures include actively monitoring compliance with investment policies, trade allocation, and Code of Ethics requirements. In addition, HCMFAs senior management team reviews the performance of portfolio managers and analysts.
93
PARAMETRIC RISK ADVISORS (PARAMETRIC RA)
OTHER ACCOUNTS MANAGED (AS OF APRIL 30, 2016).
MATERIAL CONFLICTS OF INTEREST. It is possible that conflicts of interest may arise in connection with a portfolio managers management of the Funds investments on the one hand and the investments of other accounts for which the portfolio manager is responsible on the other. For example, a portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among the Fund and other accounts he advises. In addition, due to differences in the investment strategies or restrictions between the Fund and the other accounts, a portfolio manager may take action with respect to another account that differs from the action taken with respect to the Fund. In some cases, another account managed by a portfolio manager may compensate the investment adviser based on the performance of the securities held by that account. The existence of such a performance-based fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities. Whenever conflicts of interest arise, the portfolio manager will endeavor to exercise his discretion in a manner that he believes is equitable to all interested persons. The investment adviser and sub-adviser have adopted several policies and procedures designed to address these potential conflicts including a code of ethics and policies which govern the investment advisers and sub-advisers trading practices, including among other things the aggregation and allocation of trades among clients, brokerage allocation, cross trades and best execution.
Policy . Parametric Risk Advisors policy is to seek to obtain best execution for client transactions, i.e., seeking to obtain not necessarily the lowest commission but the best overall qualitative execution in the particular circumstances.
Background . Best execution has been defined by the SEC as the execution of securities transactions for clients in such a manner that the clients total cost or proceeds in each transaction is the most favorable under the circumstances. The best execution responsibility applies to the circumstances of each particular transaction and an advisor must consider the full range and quality of a broker-dealers services, including execution capability, commission rates, the value of any research, financial responsibility, and responsiveness, among other things.
COMPENSATION (AS OF APRIL 30, 2016). Compensation Structure for Parametric Risk Advisors LLC (PRA) . Compensation of PRA portfolio managers and other investment professionals has three primary components: (1) a base salary; 2) an annual cash bonus; and (3) annual equity-based compensation. PRA investment professionals also receive certain retirement, insurance and other benefits that are broadly available to PRA employees. Compensation of PRA professionals are reviewed on an annual basis. Stock-based compensation awards and adjustments in base salary and bonuses are typically paid and/or put into effect at, or shortly after, the firms fiscal year-end, October 31.
Method to Determine Compensation . PRA seeks to compensate investment professionals commensurate with responsibilities and performance while remaining competitive with other firms within the investment management industry. Please note that compensation for investment professionals is not based directly on investment performance or the assets in a given strategy, but rather on the overall performance of responsibilities. In this way, the interests of portfolio managers are aligned with the interests of investors without providing incentive to take undue or insufficient investment risk. Salaries, bonuses and stock-based compensation are also influenced by the operating performance of the company. Cash bonuses are determined based on a target percentage of the companys profits. While the salaries of investment professionals are comparatively fixed, cash bonuses and stock-based compensation may fluctuate from year-to-year, based on changes in financial performance and other factors. PRA also offers opportunities to move within the organization, as well as incentives to grow within the organization by promotion.
OWNERSHIP OF SECURITIES (AS OF APRIL 30, 2016). No portfolio manager beneficially owned equity securities in the Fund.
P/E GLOBAL LLC (P/E GLOBAL)
OTHER ACCOUNTS MANAGED (AS OF APRIL 30, 2016).
Portfolio Manager/Type of Accounts |
Total Number
of Accounts Managed |
Total Assets
(millions) |
Number of
Accounts Managed subject to a Performance Based Advisory Fee |
Total Assets
Managed Subject to a Performance Based Advisory Fee (millions) |
||||||||||||
Portfolio Management Team |
||||||||||||||||
Registered Investment Companies: |
0 | $ | 0 | 0 | $ | 0 | ||||||||||
Other Pooled Investment Vehicles: |
18 | $ | 275 | 14 | $ | 241 | ||||||||||
Other Accounts: |
28 | $ | 3,336 | 21 | $ | 1,698 |
MATERIAL CONFLICTS OF INTEREST. There are currently no potential conflicts of interest that may arise in connection with the management of the Portfolio Accounts investments and the investment of other accounts.
P/E Global does not anticipate there being any conflicts of interest. However, P/E Global serves as investment advisor to private funds to which it charges a performance fee, and to which may create a conflict of interest. P/E Global has procedures in place in order to analyze performance differences between various accounts. P/E Global has a monthly review of all accounts under management to ascertain performance discrepancies and ensure that all accounts are managed in a manner consistent with investment goals and risk parameters.
COMPENSATION (AS OF APRIL 30, 2016). Compensation is comprised of a base salary and a discretionary bonus. Base salary is a pre-determined annual amount, payable monthly but can be adjusted by the Managing Partners. Base salary is based on individual performance. Compensation is not formulaically determined. A discretionary bonus can be paid to all employees and has typically been paid quarterly. Bonuses are determined on a mix of individual and overall firm performance.
Compensation is adequate to attract and retain high caliber personnel. P/E Global also offers a 401K plan and a profit-sharing plan for eligible employees.
OWNERSHIP OF SECURITIES (AS OF APRIL 30, 2016). No portfolio manager beneficially owned equity securities in the Fund.
SHELTON CAPITAL MANAGEMENT (SHELTON)
OTHER ACCOUNTS MANAGED (AS OF APRIL 30, 2016).
Portfolio
|
Total Number of
Accounts Managed |
Total Assets
(millions) |
Number of Accounts
Managed subject to a Performance Based Advisory Fee |
Total Assets
Managed subject to a Performance Based Advisory Fee (millions) |
||||||||||||
David J. Harris |
||||||||||||||||
Registered Investment Companies: |
3 | $ | 67 | 0 | $ | 0 | ||||||||||
Other Pooled Investment Vehicles: |
1 | $ | 10 | 1 | $ | 10 | ||||||||||
Other Accounts: |
0 | $ | 0 | 0 | $ | 0 | ||||||||||
Howard M. Needle |
||||||||||||||||
Registered Investment Companies: |
3 | $ | 67 | 0 | $ | 0 | ||||||||||
Other Pooled Investment Vehicles: |
1 | $ | 10 | 1 | $ | 10 | ||||||||||
Other Accounts: |
0 | $ | 0 | 0 | $ | 0 |
MATERIAL CONFLICTS OF INTEREST. There are currently no potential conflicts of interest that may arise in connection with a portfolio managers management of the Portfolio Accounts investments and the investment of other accounts.
Shelton does not anticipate there being any conflicts of interest. However, Shelton serves as investment advisor to a private fund to which it charges a performance fee, and to which may create a conflict of interest. Shelton has procedures in place in order to analyze performance differences between various accounts. Shelton has a monthly review of all accounts under management to ascertain performance discrepancies and ensure that all accounts are managed in a manner consistent with investment goals and risk parameters.
COMPENSATION (AS OF APRIL 30, 2016). Compensation is comprised of a base salary and a discretionary bonus. Base salary is a pre-determined annual amount, payable monthly but can be adjusted by the Managing Partners. Base salary is based on a mix of individual and overall firm performance. Compensation is not formulaically determined. A discretionary bonus can be paid to all employees and has typically been paid in the first quarter of the subsequent year. Bonuses are determined on a mix of individual and overall performance.
Compensation is adequate to attract and retain high caliber personnel. Cash compensation is paid in addition to equity ownership in the firm. Shelton also offers a voluntary profit-sharing plan for eligible employees.
OWNERSHIP OF SECURITIES (AS OF APRIL 30, 2016). No portfolio manager beneficially owned equity securities in the Fund.
94
CODE OF ETHICS RESTRICTIONS ON PERSONAL TRADING
As required by SEC rules, the Funds, the Advisor, the Sub-advisors and Distributor have adopted codes of ethics. These codes govern securities trading activities of investment personnel, Trustees, and certain other employees. Although they do permit these people to trade in securities, including those that the Funds could buy, they also contain significant safeguards designed to protect the Funds and their shareholders from abuses in this area, such as requirements to obtain prior approval for, and to report, particular transactions.
VOTING PROXIES ON FUND PORTFOLIO SECURITIES
The Board has delegated to the Advisor authority to vote proxies on the securities held in each Funds portfolio. The Board has also approved the Advisors policies and procedures for voting the proxies, which are set forth in their entirety below.
95
WILMINGTON FUNDS MANAGEMENT CORPORATION PROXY VOTING POLICY
INTRODUCTION
WILMINGTON FUNDS MANAGEMENT CORPORATION acknowledges that among its duties as a fiduciary to its clients is the obligation to protect the interests of its clients by voting the shares held by its clients accounts. In order to ensure that shares are voted in all appropriate circumstances, the Advisor will exercise voting discretion as to all shares unless voting discretion is specifically reserved for the client or assigned to a third party in the advisory contract. To ensure that shares are voted in a consistent manner and in the best interest of its clients, the Advisor has adopted this Proxy Voting Policy.
GENERAL STANDARDS AND APPROACH
Each year, the Advisor receives hundreds of proxy solicitations with respect to voting securities held in client accounts. The matters to be voted upon may be proposals of management or of stockholders, and cover a diverse assortment of complex issues. Whether the interests of shareholders are best served by a vote for or against a proposal often depends upon the context, the effects that adoption could have on the companys business, and the motivations of the parties making the proposal. These determinations require a considerable investment of time, resources and expertise.
Given the sheer volume of proxies, and the broad spectrum of issues to be voted upon, the proxy voting process represents a considerable administrative burden. In order to efficiently discharge its duty to vote proxies, the Advisor has engaged a third party, Institutional Shareholder Services, Inc. (ISS), to perform the function of analyzing and providing recommendations on voting proxies.
ISS is the acknowledged industry leader in assisting institutional shareholders with the types of proxy analysis described above. The Advisor has reviewed the policies and considerations applied by ISS in voting proxies and found them to be fully consistent with the policies of the Advisor. Accordingly, the Advisor will generally follow the ISS recommendations in voting proxies. Summaries of the ISS proxy voting policies and considerations are available at the ISS website at http://www.riskmetrics.com/sitemap.html.
In general, the Advisor believes that it is in the best interests of its clients to vote its clients shares so as to promote the alignment of the interests of corporate management with the interests of its shareholders, to improve the accountability of corporate management to its shareholders, to reward good performance by management, and to approve proposals that the Advisor believes will result in financial rewards for its clients.
The Advisor reserves the right to override any ISS-recommended voting policy when it believes that a vote contrary to a policy would be in the best interest of the Advisors clients. Any vote contrary to a stated policy must be approved by the Trade Management Oversight Committee of the Advisors Board of Directors, or that Committees designee. A written summary of the considerations in making the voting decision should be prepared and retained with the records of the proxy.
The Advisor believes that addressing its proxy voting obligations as described in this Proxy Voting Policy will promote the best interests of shareholders, and therefore, will be in the best interests of the Advisors clients.
CONFLICTS OF INTEREST
The Advisor may have a conflict of interest in voting a particular proxy. A conflict of interest could arise, for example, as a result of a business relationship with a company, or a direct or indirect business interest in the matter being voted upon, or as a result of a personal relationship with corporate directors or candidates for directorships. Whether a relationship creates a material conflict of interest will depend upon the facts and circumstances.
The Trade Management Oversight Committee has reviewed a copy of the ISS policies, procedures and practices regarding potential conflicts of interest that could arise in ISS proxy voting services to the Advisor as result of business conducted by ISS. The Trade Management Oversight Committee believes that the policies, procedures and practices followed by ISS minimize the potential conflicts of interest by ISS in making voting recommendations to the Advisor.
Whenever a portfolio manager determines that it is in a clients best interest to vote on a particular proposal in a manner other than in accordance with the guidelines set forth in this Proxy Voting Policy, or the policy does not address how to vote on the proposal, the portfolio manager shall present the matter to the Trade Management Oversight Committee, which shall be responsible for evaluating information relating to conflicts of interest in connection with the voting of the client proxy.
For purposes of identifying conflicts under this policy, the Trade Management Oversight Committee will rely on publicly available information about a company and its affiliates, information about the company and its affiliates that is generally known by employees of the Advisor, and other information actually known by a member of the Trade Management Oversight Committee.
96
In the event that the Trade Management Oversight Committee determines that the Advisor has a material conflict of interest with respect to a proxy proposal, then the Advisor shall either:
1. Vote on the proposal in accordance with the recommendation of the Trade Management Oversight Committee or that committees designee;
OR
2. Prior to voting on the proposal, either:
(i) Contact an independent third party (such as another plan fiduciary) to recommend how to vote on the proposal and will vote in accordance with the recommendation of such third party (or have the third party vote such proxy); or
(ii) Fully disclose the nature of the conflict to the client(s), and obtain the clients consent as to how the Advisor will vote on the proposal (or otherwise obtain instructions from the client as to how the proxy on the proposal should be voted).
The Advisor may not address a material conflict of interest by abstaining from voting, unless the Trade Management Oversight Committee (or that committees designee) has determined that not voting the proxy is in the best interest of a client. However, as indicated above, there may be other circumstances where the Advisor determines that refraining from voting a proxy is in the clients best interest and the existence of a material conflict of interest shall not affect such a determination.
The Trade Management Oversight Committee shall document the manner in which proxies involving a material conflict of interest have been voted by the Advisor as well as the basis for any determination that the Advisor does not have a material conflict of interest in respect of a particular matter.
APPOINTMENT OF SUB-ADVISORS
From time to time the Advisor may recommend that a client appoint a Sub-advisor with respect to a particular investment mandate. By recommending the Sub-advisor to manage the clients investments, the Advisor is also recommending that the client approve the Sub-advisors policies and procedures with respect to proxy voting. Among other things, the Advisor will require that a Sub-advisors policies and procedures are designed to ensure that proxies are voted in what the Sub-advisor believes to be the best interests of clients, and that conflicts are disclosed, documented, and otherwise addressed in an appropriate manner. In considering a Sub-advisor to recommend, the Advisor will seek assurance that the Sub-advisor will generally vote proxies in a manner that is consistent with WTIAs policy (i.e., in accordance with ISS recommendations, unless otherwise specified by WTIA). The Sub-advisor will provide the Advisor with information on securities voted by the Sub-advisor promptly after the vote occurs. If a Sub-advisor proposes to cast a vote that is not consistent with WTIAs policy, the Sub-advisor must notify the Advisor prior to casting the vote, so that the Advisor can seek to avoid conflicting votes among accounts that it manages. The Sub-advisor must also document the rationale for any such inconsistent vote.
PROXY VOTING REPORT
The Trust is required to disclose annually the Funds complete proxy voting record on Form
N-PX
covering the
period from July 1 of one year through June 30 of the next and to file Form
N-PX
with the SEC no later than August 31 of each year. The current
Form
N-PX
for the Funds is available without charge on the SEC website at www.sec.gov and through the Trusts website. Go to www.wilmingtonfunds.com; select Proxy Voting Record to access the link.
PORTFOLIO HOLDINGS INFORMATION
To address possible conflicts between the interests of Fund shareholders and those of the Advisor and its affiliates concerning the release of portfolio holdings information, WFMC and the Funds have adopted policies and procedures regarding the disclosure and release of portfolio holdings information. The Board has approved the policies and procedures.
The Funds and the Advisors overall policy with respect to the release of portfolio holdings information is to release it consistent with applicable legal requirements and the fiduciary duties owed to shareholders. Subject to the limited exceptions described below, the Funds will not make available to anyone non-public information with respect to their portfolio holdings until such time as the information is made available to all shareholders or the general public.
Each Fund discloses its complete portfolio holdings information to the SEC using Form
N-Q
within 60 days of the end of
the first and third quarter ends of the Funds fiscal year and on Form
N-CSR
on the second and fourth quarter ends of the Funds fiscal year.
Form
N-Q
is
not required to be mailed to shareholders, but is made public through the SECs electronic filings. Shareholders receive either complete portfolio holdings information or summaries of Fund portfolio holdings with their annual and semi-annual
reports.
As required by SEC rule, each Money Market Fund posts complete portfolio holdings information as of the last business day of the preceding month on its website no later than five business days after the end of the month and this information remains posted on the website for at least six months. In addition, each Money Market Fund files monthly with the SEC portfolio holdings and other information about the Fund and its portfolio as of the last business day of the preceding month within five business days of the end of each month. This information is made public 60 days following month-end.
97
The release of Portfolio Holdings Information with respect to the Funds to selected third parties in advance of its release to all Fund shareholders or the general public is permissible only if there is a legitimate business purpose for that release, doing so is in the best interests of a Funds shareholders, the recipient of the Portfolio Holdings Information is subject to a duty of confidentiality pursuant to a signed agreement (including a duty not to trade on the information), and the release of the information would not otherwise violate the antifraud provisions of the federal securities laws or the Funds or WFMCs fiduciary duties. The existence of a legitimate business purpose for the release of Portfolio Holdings Information is recognized in the case of: certain eligible third parties, as described below and listed in the Appendix to this SAI; broker-dealers that may effect transactions for a Fund, subject to duties not to trade and of confidentiality; shareholders in the process of a redemption request in-kind, if such request is deemed in the best interests of the Fund and other shareholders; and the issuer of securities regarding the number or percentage of its shares that are owned by the Fund. Eligible third parties may not be required to execute a confidentiality agreement insofar as they are otherwise subject to duties of confidentiality and duties not to trade on the nonpublic information received.
Persons that provide administrative, custody, financial, accounting, legal or other services to the Fund may receive nonpublic information about Fund portfolio holdings on an ongoing basis in connection with the services that they provide to the Funds (they are included on the list in the Appendix to this SAI). Persons that are approved to receive nonpublic portfolio holdings information will receive it as often as necessary for the purpose for which it is provided. Such information may be furnished as frequently as daily and often with no time lag between the date of the information and the date it is furnished.
In other cases, the determination of whether a Fund has a legitimate business purpose for releasing Portfolio Holdings Information selectively in advance of its public release shall be made by the Funds CCO following a request submitted in writing.
The attraction of additional assets to a Fund will not in and of itself be deemed to be a legitimate business purpose. No consideration may be received by a Fund, the Advisor, a Sub-Advisor, any affiliate of the Advisor or any of their employees in connection with the disclosure of portfolio holdings information.
The Funds CCO conducts periodic reviews of compliance with the procedures and provides annually a report to the Board regarding the operation of the procedures and any material changes recommended as a result of such review. The CCO also reports annually to the Board on exceptions that are granted as described above along with an explanation of the legitimate business purpose of the Fund that is served as a result of the exception.
For purposes of the Funds policies and procedures, portfolio holdings information does not include aggregate, composite or descriptive information relating to a Funds portfolio holdings that does not present risks of dilution, arbitrage, market timing, insider trading or other inappropriate trading for the Fund (Analytical Information), or information about the Funds derivative positions. Analytical Information generally includes, without limitation: (1) descriptions of allocations among asset classes, industries/sectors, regions, and countries (e.g . , percentages of foreign securities holdings); (2) aggregated data such as average or median ratios, market capitalization, credit quality, duration, sharpe ratio, beta, and standard deviation; (3) performance attributions by industry, sector or country; and (4) aggregated risk statistics. In addition, other information may also be deemed to be Analytical Information if, in the reasonable belief of the Funds CCO (or his/her designee), the release of such information would not present risks of dilution, arbitrage, market timing, insider trading or other inappropriate trading for a Fund. Such information, if made available to anyone, will be made available to any person upon request, but may or may not be posted on the Funds website.
BROKERAGE TRANSACTIONS
When selecting brokers and dealers to handle the purchase and sale of portfolio instruments, the Advisor looks for prompt execution of the order at a favorable price. The Advisor will generally use those who are recognized dealers in specific portfolio instruments, except when a better price and execution of the order can be obtained elsewhere. The Advisor makes decisions on portfolio transactions and selects brokers and dealers subject to review by the Funds Board.
Investment decisions for the Funds are made independently from those of other accounts managed by the Advisor. When a Fund and one or more of those accounts invests in, or disposes of, the same security, available investments or opportunities for sales will be allocated among the Fund and the account(s) in a manner believed by the Advisor to be equitable. While the coordination and ability to participate in volume transactions may benefit the Funds, it is possible that this procedure could adversely impact the price paid or received and/or the position obtained or disposed of by a Fund.
WFMC is responsible for decisions with respect to the selection, purchase, and sale of portfolio securities on behalf of the Funds, and implementing these decisions including, where applicable, the negotiation of commissions and the allocation of portfolio brokerage. WFMC considers a number of factors when determining whether to use a brokerage firm, including: (i) the reputation and perceived soundness of the firm; (ii) whether the firm provides comprehensive coverage of the particular investment market; (iii) whether the firm is sufficiently knowledgeable about the market and about the security being traded so that speedy and accurate execution will be achieved; (iv) whether the securities prices offered by the firm represent fair market value and the commission charged is reasonable; (v) the firms ability to execute block trades; (vi) the firms standard of research coverage; and (vii) the firms standard of back-office and settlement arrangements.
In selecting the broker for a particular equity trade, when more than one firm is believed to meet WFMCs criteria, preference may be given to a broker-dealer that provides brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934), so long as WFMC believes that the amount of commission charged by such broker-dealer for effecting the transaction is reasonable in relation to the value of the brokerage and research services provided. WFMC will endeavor to be aware of the current level of charges of eligible broker-dealers and to minimize the expense incurred for effecting transactions to the extent consistent with the interests and policies of accounts. WFMC has no obligation to seek the lowest commission rate for any particular transaction, or to select a broker-dealer on the basis of its purported or posted commission rate.
With regard to fixed income trading, transactions are typically effected in an over-the-counter-market on a net basis (i.e., without commission) through dealers acting as principal or in transactions directly with the issuer. Dealers derive an undisclosed amount of compensation by offering securities at a higher price than they bid for them. Some fixed income securities, particularly non-investment grade and municipal securities, may have only one primary market maker. WFMC seeks to use dealers it believes to be actively and effectively trading the security being purchased or sold, but may not always obtain the lowest available price with respect to a security.
On April 30, 2016, the following Funds owned securities of the following regular broker/dealers. The number next to each broker/dealer represents the dollar value of the Funds aggregate holdings or short sale position of the securities of the broker/dealer as of April 30, 2016.
98
On April 30, 2016, the following Funds owned securities of the following regular broker/dealers
Fund |
Broker/
|
Market
Value |
Broker/
|
Market
Value |
Broker/
|
Market
Value |
Broker/
|
Market
Value |
||||||||||||||||
Broad Market Bond Fund |
Bank of America Corp. - | 5,263,221 | Citigroup Inc.- | 4,021,472 | Goldman Sachs & Co. - | 1,845,600 | JPMorgan Chase & Co. - | 3,101,085 | ||||||||||||||||
Morgan Stanley - | 522,813 | The Toronto-Dominion Bank - | 871,667 | Wells Fargo & Co. - | 501,788 | |||||||||||||||||||
Intermediate-Term Bond Fund |
Bank of America Corp. - | 678,494 | Citigroup Inc.- | 1,342,726 | Goldman Sachs & Co. - | 1,196,060 | JPMorgan Chase & Co. - | 1,277,565 | ||||||||||||||||
Morgan Stanley - | 330,810 | The Toronto-Dominion Bank - | 421,878 | Wells Fargo & Co. - | 203,673 | |||||||||||||||||||
Large-Cap Strategy Fund |
Bank of America Corp. - | 5,074,888 | Citigroup Inc.- | 4,654,935 | Goldman Sachs & Co. - | 2,254,871 | JPMorgan Chase & Co. - | 7,812,784 | ||||||||||||||||
M&T Bank Corp - | 190,495 | Morgan Stanley - | 1,378,599 | Raymond James & Associates, Inc. - | 235,287 | The Toronto-Dominion Bank - | 759,726 | |||||||||||||||||
Wells Fargo & Co. - | 7,785,635 | |||||||||||||||||||||||
Multi-Manager International Fund |
Barclays PLC - | 421,166 | Citigroup Inc.- | 3,791,890 | Credit Suisse Group AG - | 610,564 | Deutsche Bank AG - | 371,712 | ||||||||||||||||
The Toronto-Dominion Bank - | 997,712 | UBS AG - | 2,781,145 | |||||||||||||||||||||
Multi-Manager Real Asset Fund |
Bank of America Corp. - | 1,942,911 | Citigroup Inc.- | 2,011,931 | Credit Suisse Group AG - | 2,248,476 | Goldman Sachs & Co. - | 1,708,643 | ||||||||||||||||
JPMorgan Chase & Co. - | 2,565,955 | The Toronto-Dominion Bank - | 227,804 | UBS AG - | 1,009,886 | |||||||||||||||||||
Multi-Manager Alternatives Fund |
Deutsche Bank AG - | (162,131 | ) | |||||||||||||||||||||
Short-Term Bond Fund |
Bank of America Corp. - | 333,485 | Citigroup Inc.- | 5,492,758 | Goldman Sachs & Co. - | 1,005,444 | JPMorgan Chase & Co. - | 1,526,077 | ||||||||||||||||
Morgan Stanley - | 1,117,421 | The Toronto-Dominion Bank - | 672,635 | |||||||||||||||||||||
Strategic Allocation Moderate Fund |
Bank of America Corp. - | 87,511 | Citigroup Inc.- | 202,508 | Morgan Stanley - | 1,553,389 | Wells Fargo & Co. - | 35,902 | ||||||||||||||||
Strategic Allocation Aggressive Fund |
Morgan Stanley - | 1,459,425 | ||||||||||||||||||||||
Strategic Allocation Conservative Fund |
Morgan Stanley - | 562,446 | ||||||||||||||||||||||
U.S. Government Money Market |
Credit Suisse Group AG - | 251,000,000 | Deutsche Bank AG - | 30,000,000 | The Toronto-Dominion Bank - | 357,000,000 | ||||||||||||||||||
U.S. Treasury Money Market Fund |
Credit Suisse Group AG - | 82,000,000 | Deutsche Bank AG - | 20,000,000 |
99
RESEARCH SERVICES
Subject to future regulatory changes of the SEC, research services may include advice as to the advisability of investing in securities; security analysis and reports; economic studies; industry studies; receipt of quotations for portfolio evaluations; and similar services. Research services may be used by the Advisor or by affiliates of the Sub-advisors in advising other accounts. To the extent that receipt of these services may replace services for which the Advisor or its affiliates might otherwise have paid, it would tend to reduce their expenses. The Advisor and its affiliates exercise reasonable business judgment in selecting those brokers who offer brokerage and research services to execute securities transactions. They determine in good faith that commissions charged by such persons are reasonable in relationship to the value of the brokerage and research services provided.
Persons acting on the Funds behalf are authorized to pay a broker a higher brokerage commission than another broker might have charged for the same transaction in recognition of the value of brokerage or research services provided by the broker.
CO-ADMINISTRATORS
WFMC and BNYM serve as co-administrators to the Trust and provide the Funds with administrative personnel and services necessary to operate the Funds. BNYM also provides fund accounting services to the Funds.
For providing administrative services to the Funds, WFMC receives the following annual fee, based on the Funds average daily net assets:
Maximum Administrative Fee |
Average Aggregate Daily Net Assets of the Wilmington Funds |
|
0.040% | on the first $5 billion | |
0.030% | on the next $2 billion ($5 7 billion) | |
0.025% | on the next $3 billion ($7 10 billion) | |
0.018% | on assets in excess of $10 billion |
Prior to October 1, 2013, fees payable to WFMC for the administrative services were as follows:
Maximum Administrative Fee |
Average Aggregate Daily Net Assets of the Wilmington Funds |
|
0.033% | on the first $5 billion | |
0.020% | on the next $2 billion ($5 7 billion) | |
0.016% | on the next $3 billion ($7 10 billion) | |
0.015% | on assets in excess of $10 billion |
For providing administrative and accounting services to the Funds, BNYM receives the following annual fee, based on the Funds average monthly net assets:
Annual Fee, Billed and Payable Monthly |
Average Monthly Net Assets of the Wilmington Funds |
|
0.0285% | on the first $500 million | |
0.0280% | on the next $500 million | |
0.0275% | on assets in excess of $1 billion |
For its services as fund accountant and co-administrator for the fiscal years ended April 30, 2016, 2015, and 2014, each Fund paid BNYM the following fees during the period indicated:
Fund |
Fiscal Year Ended
April 30, 2016 |
Fiscal Year Ended
April 30, 2015 |
Fiscal Year Ended
April 30, 2014 |
|||||||||
U.S. Government Money Market Fund |
987,506 | 1,141,546 | 1,147,836 | |||||||||
U.S. Treasury Money Market Fund |
225,510 | 246,619 | 310,341 | |||||||||
Intermediate-Term Bond Fund |
33,917 | 36,805 | 47,446 | |||||||||
Broad Market Bond Fund |
115,386 | 93,638 | 66,186 | |||||||||
Short-Term Bond Fund |
44,242 | 39,795 | 46,363 | |||||||||
New York Municipal Bond Fund |
23,034 | 24,781 | 27,052 | |||||||||
Strategic Allocation Moderate Fund |
13,634 | 15,512 | 16,969 |
Fund |
Fiscal Year Ended
April 30, 2016 |
Fiscal Year Ended
April 30, 2015 |
Fiscal Year Ended
April 30, 2014 |
|||||||||
Large-Cap Strategy Fund |
162,299 | $ | 123,298 | $ | 110,922 | |||||||
Multi-Manager Alternatives Fund |
47,990 | 58,658 | 29,396 | |||||||||
Multi-Manager International Fund |
124,542 | 145,592 | 143,815 | |||||||||
Multi-Manager Real Asset Fund |
115,914 | 128,319 | 119,915 | |||||||||
Strategic Allocation Aggressive Fund |
25,000 | 25,000 | 25,000 | |||||||||
Strategic Allocation Conservative Fund |
25,000 | 25,000 | 25,000 | |||||||||
Municipal Bond Fund |
81,677 | 64,818 | 63,743 |
CUSTODIAN
BNYM is the Trusts custodian. As custodian, BNYM is responsible for safeguarding and controlling the Funds cash and securities, handling the delivery of securities and collecting interest and dividends on the Funds investments. Its address is One Wall Street, New York, NY 10286.
TRANSFER AND DIVIDEND DISBURSING AGENT
BNY Mellon Investment Servicing (U.S.) Inc. serves as transfer and dividend disbursing agent to the Trust and receives a separate fee from the Funds, based on a per shareholder account basis, for these transfer agency services. Its address is 4400 Computer Drive, Westborough, MA 01581.
100
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The independent registered public accounting firm for the Funds, Ernst & Young LLP, 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 misstatement. Ernst & Young LLP is responsible for auditing the financial statements of the Funds. Its address is 2005 Market Street, Suite 700, Philadelphia, PA 19103.
FEES PAID BY THE FUNDS FOR SERVICES
Advisory Fee Paid/
Advisory Fee Waived |
Brokerage
Commissions Paid |
Administrative Fee Paid
to WFMC |
||||||||||||||||||||||||||||||||||
For the fiscal year ended
April 30, |
For the fiscal year
ended April 30, |
For the fiscal year ended
April 30, |
||||||||||||||||||||||||||||||||||
Fund |
2016 | 2015 | 2014 | 2016 | 2015 | 2014 | 2016 | 2015 | 2014 | |||||||||||||||||||||||||||
Strategic Allocation Moderate Fund |
| $ | 27,536 | $ | 87,094 | $ | 7,373 | $ | 5,346 | $ | 1,867 | $ | 15,484 | $ | 17,013 | $ | 16,646 | |||||||||||||||||||
$ | 259,285 | $ | 231,187 | $ | 220,778 | | | | | | | |||||||||||||||||||||||||
Intermediate-Term Bond Fund |
$ | 376,828 | $ | 498,218 | $ | 753,018 | | | | $ | 38,529 | $ | 40,366 | $ | 45,970 | |||||||||||||||||||||
$ | 176,871 | $ | 142,633 | $ | 107,801 | | | | | | | |||||||||||||||||||||||||
Broad Market Bond Fund |
$ | 1,667,802 | $ | 1,500,608 | $ | 1,142,616 | | | | $ | 131,089 | $ | 102,539 | $ | 64,238 | |||||||||||||||||||||
$ | 215,903 | $ | 114,984 | $ | 58,225 | | | | | | | |||||||||||||||||||||||||
Short-Term Bond Fund |
$ | 430,773 | $ | 445,453 | $ | 648,929 | | | | $ | 50,248 | $ | 43,647 | $ | 45,076 | |||||||||||||||||||||
$ | 211,234 | $ | 216,886 | $ | 192,245 | | | | | | | |||||||||||||||||||||||||
New York Municipal Bond Fund |
$ | 264,757 | $ | 315,778 | $ | 376,043 | | | | $ | 26,169 | $ | 27,176 | $ | 26,450 | |||||||||||||||||||||
$ | 111,287 | $ | 115,481 | $ | 114,787 | | | | | | | |||||||||||||||||||||||||
U.S. Government Money Market Fund |
$ | 3,701,972 | $ | 150,546 | $ | 525,260 | | | | $ | 1,121,520 | $ | 1,251,365 | $ | 1,127,537 | |||||||||||||||||||||
$ | 10,628,013 | $ | 16,417,948 | $ | 16,135,164 | | | | | | | |||||||||||||||||||||||||
U.S. Treasury Money Market Fund |
$ | 516,163 | $ | 0 | $ | 0 | | | | $ | 256,130 | $ | 270,496 | $ | 302,267 | |||||||||||||||||||||
$ | 2,756,272 | $ | 3,811,144 | $ | 4,630,576 | | | | | | |
101
Advisory Fee Paid/
Advisory Fee Waived |
Brokerage
Commissions Paid |
Administrative Fee Paid
to WFMC |
||||||||||||||||||||||||||||||||||
For the fiscal year ended
April 30, |
For the fiscal year
ended April 30, |
For the fiscal year ended
April 30, |
||||||||||||||||||||||||||||||||||
Fund |
2016 | 2015 | 2014 | 2016 | 2015 | 2014 | 2016 | 2015 | 2014 | |||||||||||||||||||||||||||
Large-Cap Strategy Fund |
$ | 661,952 | $ | 609,093 | $ | 511,003 | $ | 221,287 | $ | 24,928 | $ | 57,756 | $ | 184,490 | $ | 135,156 | $ | 108,797 | ||||||||||||||||||
$ | 2,281,988 | $ | 1,627,860 | $ | 1,501,493 | | | | | | | |||||||||||||||||||||||||
Multi-Manager International Fund |
$ | 3,321,441 | $ | 4,716,252 | $ | 5,071,254 | $ | 656,000 | $ | 634,454 | $ | 570,309 | $ | 141,405 | $ | 159,682 | $ | 141,408 | ||||||||||||||||||
$ | 1,406,943 | $ | 929,991 | $ | 219,908 | | | | | | | |||||||||||||||||||||||||
Multi-Manager Alternatives Fund |
$ | 2,751,701 | $ | 3,539,103 | $ | 1,667,246 | $ | 492,951 | $ | 1,103,665 | $ | 831,846 | $ | 54,500 | $ | 64,320 | $ | 30,507 | ||||||||||||||||||
$ | 316,538 | $ | 256,584 | $ | 295,129 | | | | | | | |||||||||||||||||||||||||
Multi-Manager Real Asset Fund |
$ | 3,064,859 | $ | 3,516,680 | $ | 3,615,116 | $ | 111,301 | $ | 164,619 | $ | 116,265 | $ | 131,661 | $ | 140,718 | $ | 117,917 | ||||||||||||||||||
$ | 6,904 | $ | 15,162 | $ | 33,301 | | | | | | | |||||||||||||||||||||||||
Strategic Allocation Conservative Fund |
| $ | 49,216 | $ | 38,891 | $ | 1,685 | $ | 972 | $ | 1,017 | $ | 11,204 | $ | 12,078 | $ | 11,979 | |||||||||||||||||||
$ | 159,835 | $ | 134,536 | $ | 183,433 | | | | | | | |||||||||||||||||||||||||
Strategic Allocation Aggressive Fund |
| $ | 72,380 | $ | 81,193 | $ | 6,210 | $ | 5,628 | $ | 1,498 | $ | 9,430 | $ | 10,808 | $ | 10,665 | |||||||||||||||||||
$ | 139,691 | $ | 92,363 | $ | 115,850 | | | | | | | |||||||||||||||||||||||||
Municipal Bond Fund |
$ | 1,039,410 | $ | 948,230 | $ | 1,090,020 | | | | $ | 92,792 | $ | 71,012 | $ | 62,156 | |||||||||||||||||||||
$ | 293,990 | $ | 172,430 | $ | 66,489 | | | | | | |
Multi-Manager International Fund
The following table shows the amount of fees paid for advisory and sub-advisory services, net of any fee waivers or reimbursements, for the years or period indicated:
Advisor and Sub-advisors |
Fiscal
Year Ended April 30, 2016 |
Fiscal
Year Ended April 30, 2015 |
Fiscal
Year Ended April 30, 2014 |
|||||||||
WFMC |
$ | 651,316 | $ | 1,647,816 | $ | 2,434,430 | ||||||
Dimensional |
$ | 199,526 | $ | 204,929 | $ | 230,173 | ||||||
JOHCM* |
$ | 874,781 | $ | 788,842 | N/A | |||||||
LSV |
$ | 282,513 | $ | 260,032 | $ | 265,638 | ||||||
Northern Cross |
$ | 638,611 | $ | 724,693 | $ | 797,290 | ||||||
Oberweis** |
$ | 348,158 | $ | 384,792 | $ | 237,932 | ||||||
Parametric Emerging |
$ | 8,533 | $ | 567,592 | $ | 715,339 | ||||||
Parametric Developed |
$ | 318,003 | $ | 129,100 | $ | 168,165 |
The following table shows the amount of fees waived for the years or period indicated:
Advisor and Sub-advisors |
Fiscal
Year Ended April 30, 2016 |
Fiscal
Year Ended April 30, 2015 |
Fiscal
Year Ended April 30, 2014 |
|||||||||
WFMC |
$ | 1,381,855 | $ | 886,354 | $ | 174,849 | ||||||
Dimensional |
$ | 25,088 | $ | 40,397 | $ | 42,350 | ||||||
JOHCM* |
| | N/A | |||||||||
LSV |
| | N/A | |||||||||
Northern Cross |
| | N/A | |||||||||
Oberweis** |
| $ | 3,240 | $ | 1,655 | |||||||
Parametric Emerging |
| | N/A | |||||||||
Parametric Developed |
| | $ | 1,054 |
* | JOHCM commenced operations as a sub-advisor on May 16, 2014. |
** | Oberweis commenced operations as a sub-advisor on October 15, 2013. |
Multi-Manager Alternatives Fund
The following table shows the amount of fees paid for advisory and sub-advisory services, net of any fee waivers or reimbursements, for the years or period indicated:
Advisor and Sub-advisors |
Fiscal
Year Ended April 30, 2016 |
Fiscal
Year Ended April 30, 2015 |
Fiscal
Year Ended April 30, 2014 |
|||||||||
WFMC |
$ | 1,337,402 | $ | 1,827,991 | $ | 771,565 | ||||||
Acuity |
$ | 357,137 | $ | 411,056 | $ | 186,947 | ||||||
Analytic* |
$ | 60,588 | $ | | | |||||||
HCHA** |
$ | 236,201 | $ | 55,418 | | |||||||
HCMFA** |
$ | 270,298 | $ | 59,911 | | |||||||
Parametric RA |
$ | 204,385 | $ | 224,116 | $ | 110,056 | ||||||
PE Global*** |
$ | 231,769 | $ | 271,132 | $ | 90,283 |
The following table shows the amount of fees waived for the years or period indicated:
Advisor and Sub-advisors |
Fiscal
Year Ended April 30, 2016 |
Fiscal
Year Ended April 30, 2015 |
Fiscal
Year Ended April 30, 2014 |
|||||||||
WFMC |
$ | 316,538 | $ | 256,584 | $ | 295,129 | ||||||
Acuity |
| | N/A | |||||||||
Analytic* |
| | | |||||||||
HCHA** |
| | | |||||||||
HCMFA** |
| | | |||||||||
Parametric RA |
| | N/A | |||||||||
PE Global*** |
| | N/A |
| Effective June 30, 2016, due to a change of control, Acuity ceased to be a sub-advisor, and Shelton became a sub-advisor. |
* | Analytic commenced operations as a sub-advisor on December 18, 2015. |
** | HCHA and HCMFA commenced operations as sub-advisors on February 3, 2015. |
*** | PE Global commenced operations as a sub-advisor on October 2, 2013. |
Multi-Manager Real Asset Fund
The following table shows the amount of fees paid for advisory and sub-advisory services, net of any fee waivers or reimbursements, for the years or period indicated:
Advisor and Sub-advisors |
Fiscal
Year Ended April 30, 2016 |
Fiscal
Year Ended April 30, 2015 |
Fiscal
Year Ended April 30, 2014 |
|||||||||
WFMC |
$ | 1,892,312 | $ | 2,236,287 | $ | 2,169,196 | ||||||
CBRE Clarion |
$ | 433,178 | $ | 437,876 | $ | 387,594 | ||||||
PIMCO |
$ | 548,601 | $ | 516,650 | $ | 352,343 | ||||||
Parametric* |
$ | 190,768 | $ | 108,857 | N/A |
The following table shows the amount of fees waived for the years or period indicated:
Advisor and Sub-advisors |
Fiscal
Year Ended April 30, 2016 |
Fiscal
Year Ended April 30, 2015 |
Fiscal
Year Ended April 30, 2014 |
|||||||||
WFMC |
| | $ | 13,463 | ||||||||
CBRE Clarion |
$ | 2,830 | $ | 8,963 | $ | 11,068 | ||||||
PIMCO |
| | N/A | |||||||||
Parametric* |
$ | 4,074 | $ | 2,317 | N/A |
* | Parametric commenced operations as a sub-advisor on September 25, 2014. |
The below table shows the brokerage commissions paid to the Funds affiliated broker-dealer, M&T Securities, Inc.
Fund |
For the Fiscal
Year Ended April 30, 2016 |
Percentage of
Brokerage Commissions* |
Percentage
Dollar Amount** |
For the Fiscal
Year Ended April 30, 2015 |
For the Fiscal
Year Ended April 30, 2014 |
|||||||||||||||
Large-Cap Strategy Fund |
$ | 221,287 | 100 | % | 100 | % | $ | 24,928 | $ | 57,756 | ||||||||||
Multi-Manager International Fund |
| 0 | % | 0 | % | 5,453 | 55,877 | |||||||||||||
Multi-Manager Alternatives Fund |
| 0 | % | 0 | % | | 1,360 | |||||||||||||
Multi-Manager Real Asset Fund |
| 0 | % | 0 | % | | 29,201 | |||||||||||||
Strategic Allocation Conservative Fund |
| 0 | % | 0 | % | | | |||||||||||||
Strategic Allocation Aggressive Fund |
| 0 | % | 0 | % | | |
* | Percentage of the Funds aggregate brokerage commissions paid to M&T Securities, Inc. during the most recent fiscal year. |
** | Percentage of the Funds aggregate dollar amount of transactions involving the payment of commissions paid to M&T Securities, Inc. during the most recent fiscal year. |
102
12b-1 and Shareholder Services Fees
For the fiscal year ended April 30, 2016 | ||||||||
Shareholder Services Fees | 12b-1 Fees | |||||||
Fund | A Shares | A Shares | ||||||
Strategic Allocation Moderate Fund |
$ | 120,701 | $ | 120,701 | ||||
Intermediate-Term Bond Fund |
$ | 9,982 | $ | 9,982 | ||||
Broad Market Bond Fund |
$ | 13,372 | $ | 13,372 | ||||
Short-Term Bond Fund |
$ | 23,477 | $ | 23,477 | ||||
New York Municipal Bond Fund |
$ | 52,949 | $ | 52,949 | ||||
Multi-Manager International Fund |
$ | 12,804 | $ | 12,804 | ||||
Multi-Manager Alternatives Fund |
$ | 4,538 | $ | 4,538 | ||||
Multi-Manager Real Asset Fund |
$ | 4,938 | $ | 4,938 | ||||
Strategic Allocation Conservative Fund |
$ | 8,449 | $ | 8,449 | ||||
Strategic Allocation Aggressive Fund |
$ | 6,546 | $ | 6,546 | ||||
Municipal Bond Fund |
$ | 98,431 |
$
|
98,431
|
|
For the fiscal year ended April 30, 2016 | ||||||||||||||||||||||||
Shareholder Services Fees | 12b-1 Fees | |||||||||||||||||||||||
Fund | Service Shares | Select Shares |
Administrative
Shares |
Service Shares | Select Shares |
Administrative
Shares |
||||||||||||||||||
U.S. Government Money Market Fund |
$ | 2,030,583 | $ | 2,510,184 | $ | 4,329,815 | $ | 2,030,583 | | $ | 4,329,815 | |||||||||||||
U.S. Treasury Money Market Fund |
$ | 46 | $ | 610,404 | $ | 1,434,819 | $ | 46 | | $ | 1,434,819 |
For the fiscal year ended April 30, 2016 | ||||||||
Shareholder Services Fees | 12b-1 Fees | |||||||
Fund | I Shares | I Shares | ||||||
Strategic Allocation Moderate Fund |
$ | 2,951 | | |||||
Intermediate-Term Bond Fund |
$ | 297,628 | | |||||
Broad Market Bond Fund |
$ | 1,033,130 | | |||||
Short-Term Bond Fund |
$ | 377,776 | | |||||
New York Municipal Bond Fund |
$ | 155,965 | | |||||
Large-Cap Strategy Fund |
$ | 1,471,970 | | |||||
Multi-Manager International Fund |
$ | 1,116,735 | | |||||
Multi-Manager Alternatives Fund |
$ | 430,710 | | |||||
Multi-Manager Real Asset Fund |
$ | 1,046,346 | | |||||
Strategic Allocation Conservative Fund |
$ | 81,008 | | |||||
Strategic Allocation Aggressive Fund |
$ | 68,758 | | |||||
Municipal Bond Fund |
$ | 642,347 | |
104
The Financial Statements for the Funds for the fiscal year ended April 30, 2016 are incorporated by reference to the Annual Reports to Shareholders of the Wilmington Funds dated April 30, 2016.
105
STANDARD AND POORS (S&P)
Long-Term Debt Rating Definitions
AAA Debt rated AAA has the highest rating assigned by S&P. Capacity to pay interest and repay principal is extremely strong.
AA Debt rated AA has a very strong capacity to pay interest and repay principal and differs from the higher-rated issues only in small degree.
A Debt rated A has a strong capacity to pay interest and repay principal although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories.
BBB Debt rated BBB is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher-rated categories.
BB Debt rated BB has less near-term vulnerability to default than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to inadequate capacity to meet timely interest and principal payments. The BB rating category is also used for debt subordinated to senior debt that is assigned an actual or implied BBB rating.
B
Debt rated B has a greater vulnerability to default but
currently has the capacity to meet interest payments and principal repayments. Adverse business, financial, or economic conditions will likely impair capacity or willingness to pay interest and repay principal. The B rating category is also used for
debt subordinated to senior debt that is assigned an actual or implied BB or
BB-
rating.
CCC Debt rated CCC has a currently identifiable vulnerability to default, and is dependent upon favorable business, financial, and economic conditions to meet timely payment of interest and repayment of principal. In the event of adverse business, financial, or economic conditions, it is not likely to have the capacity to pay interest and repay principal. The CCC rating category is also used for debt subordinated to senior debt that is assigned an actual or implied B or B rating.
CC The rating CC typically is applied to debt subordinated to senior debt that is assigned an actual or implied CCC debt rating.
C The rating C typically is applied to debt subordinated to senior debt which is assigned an actual or implied CCC debt rating. The C rating may be used to cover a situation where a bankruptcy petition has been filed, but debt service payments are continued.
Commercial Paper (CP) Ratings
An S&P commercial paper rating is a current assessment of the likelihood of timely payment of debt having an original maturity of no more than 365 days.
A-1 This highest category indicates that the degree of safety regarding timely payment is strong. Those issues determined to possess extremely strong safety characteristics are denoted with a plus sign (+) designation.
A-2 Capacity for timely payment on issues with this designation is satisfactory. However, the relative degree of safety is not as high as for issues designated A-1.
Short-Term Municipal Obligation Ratings
A S&P note rating reflects the liquidity concerns and market access risks unique to notes.
SP-1 Very strong or strong capacity to pay principal and interest. Those issues determined to possess overwhelming safety characteristics will be given a plus sign (+) designation.
SP-2 Satisfactory capacity to pay principal and interest.
Variable Rate Demand Notes (VRDNs) and Tender Option Bonds (TOBs) Ratings
S&P assigns dual ratings to all long-term debt issues that have as part of their provisions a variable rate demand feature. The first rating (long-term rating) addresses the likelihood of repayment of principal and interest when due, and the second rating (short-term rating) describes the demand characteristics. Several examples are AAA/A-1+, AA/A-1+, A/A-1. (The definitions for the long-term and the short-term ratings are provided below.)
106
MOODYS INVESTORS SERVICE, INC. (Moodys)
Long-Term Bond Rating Definitions
Aaa Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as gilt edged. Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.
Aa Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group, they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in Aaa securities.
A Bonds which are rated A possess many favorable investment attributes and are to be considered as upper-medium-grade obligations. Factors giving security to principal and interest are considered adequate but elements may be present which suggest a susceptibility to impairment sometime in the future.
Baa Bonds which are rated Baa are considered as medium-grade obligations, (i.e., they are neither highly protected nor poorly secured). Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.
Ba Bonds which are Ba are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.
B Bonds which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.
Caa Bonds which are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.
Ca Bonds which are rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings.
C Bonds which are rated C are the lowest-rated class of bonds, and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.
Commercial Paper Ratings
P-1 Issuers rated Prime-1 (or related supporting institutions) have a superior capacity for repayment of short-term promissory obligations. Prime-1 repayment capacity will normally be evidenced by the following characteristics: leading market positions in well established industries, high rates of return on funds employed, conservative capitalization structure with moderate reliance on debt and ample asset protection, broad margins in earning coverage of fixed financial charges and high internal cash generation, well-established access to a range of financial markets and assured sources of alternate liquidity.
P-2 Issuers rated Prime-2 (or related supporting institutions) have a strong capacity for repayment of short-term promissory obligations. This will normally be evidenced by many of the characteristics cited above, but to a lesser degree. Earnings trends and coverage ratios, while sound, will be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.
Short-Term Municipal Obligation Ratings
Moodys short-term ratings are designated Moodys Investment Grade (MIG or VMIG). (See below.) The purpose of the MIG or VMIG ratings is to provide investors with a simple system by which the relative investment qualities of short-term obligations may be evaluated.
MIG1 This designation denotes best quality. There is present strong protection by established cash flows, superior liquidity support or demonstrated broad based access to the market for refinancing.
MIG2 This designation denotes high quality. Margins of protection are ample although not so large as in the preceding group.
Variable Rate Demand Notes (VRDNs) And Tender Option Bonds (TOBs) Ratings
Short-term ratings on issues with demand features are differentiated by the use of the VMIG symbol to reflect such characteristics as payment upon periodic demand rather than fixed maturity dates and payment relying on external liquidity. In this case, two ratings are usually assigned, (for example, Aaa/VMIG-1); the first representing an evaluation of the degree of risk associated with scheduled principal and interest payments, and the second representing an evaluation of the degree of risk associated with the demand feature. The VMIG rating can be assigned a 1 or 2 designation using the same definitions described above for the MIG rating.
FITCH RATINGS (Fitch)
Long-Term Debt Rating Definitions
AAA Bonds considered to be investment grade and of the highest credit quality. The obligor has an exceptionally strong ability to pay interest and repay principal, which is unlikely to be affected by reasonably foreseeable events.
AA Bonds considered to be investment grade and of very high credit quality. The obligors ability to pay interest and repay principal is very strong, although not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA categories are not significantly vulnerable to foreseeable future developments, short-term debt of these issuers is generally rated F-1+.
A Bonds considered to be investment grade and of high credit quality. The obligors ability to pay interest and repay principal is considered to be strong, but may be more vulnerable to adverse changes in economic conditions and circumstances than bonds with higher ratings.
BBB Bonds considered to be investment grade and of satisfactory credit quality. The obligors ability to pay interest and repay principal is considered to be adequate. Adverse changes in economic conditions and circumstances, however, are more likely to have adverse impact on these bonds, and therefore impair timely payment. The likelihood that the ratings of these bonds will fall below investment grade is higher than for bonds with higher ratings.
BB Bonds are considered speculative. The obligors ability to pay interest and repay principal may be affected over time by adverse economic changes. However, business and financial alternatives can be identified which could assist the obligor in satisfying its debt service requirements.
B Bonds are considered highly speculative. While bonds in this class are currently meeting debt service requirements, the probability of continued timely payment of principal and interest reflects the obligors limited margin of safety and the need for reasonable business and economic activity throughout the life of the issue.
CCC Bonds have certain identifiable characteristics which, if not remedied, may lead to default. The ability to meet obligations requires an advantageous business and economic environment.
CC Bonds are minimally protected. Default in payment of interest and/or principal seems probable over time.
C Bonds are imminent default in payment of interest or principal.
Short-Term Debt Rating Definitions
F-1+ Exceptionally Strong Credit Quality. Issues assigned this rating are regarded as having the strongest degree of assurance for timely payment.
F-1 Very Strong Credit Quality. Issues assigned this rating reflect an assurance for timely payment, only slightly less in degree than issues rated F-1+.
F-2 Good Credit Quality. Issues carrying this rating have a satisfactory degree of assurance for timely payment, but the margin of safety is not as great as for issues assigned F-1+ and F-1 ratings.
Commercial Paper Rating Definitions
FITCH-1 (Highest Grade) Commercial paper assigned this rating is regarded as having the strongest degree of assurance for timely payment.
FITCH-2 (Very Good Grade) Issues assigned this rating reflect an assurance of timely payment only slightly less in degree than the strongest issues.
LONG-TERM DEBT RATINGS
NR Indicates that both the bonds and the obligor or credit enhancer are not currently rated by S&P or Moodys with respect to short-term indebtedness. However, management considers them to be of comparable quality to securities rated A-1 or P-1.
NR(1) The underlying issuer/obligor/guarantor has other outstanding debt rated AAA by S&P or Aaa by Moodys.
NR(2) The underlying issuer/obligor/guarantor has other outstanding debt rated AA by S&P or Aa by Moodys.
NR(3) The underlying issuer/obligor/guarantor has other outstanding debt rated A by S&P or Moodys.
Other Considerations
Among the factors considered by Moodys in assigning bond, note and commercial paper ratings are the following: (i) evaluation of the management of the issuer; (ii) economic evaluation of the issuers industry or industries and an appraisal of speculative-type risks which may be inherent in certain areas; (iii) evaluation of the issuers products in relation to competition and customer acceptance; (iv) liquidity; (v) amount and quality of long-term debt; (vi) trend of earnings over a period of 10 years; (vii) financial strength of a parent company and the relationships which exist with the issuer; and (viii) recognition by management of obligations which may be present or may arise as a result of public interest questions and preparations to meet such obligations.
Among the factors considered by S&P in assigning bond, note and commercial paper ratings are the following: (i) trend of earnings and cash flow with allowances made for unusual circumstances, (ii) stability of the issuers industry, (iii) the issuers relative strength and position within the industry and (iv) the reliability and quality of management.
CLASS A SHARES, AND CLASS I SHARES
Wilmington Large-Cap Strategy Fund*
Wilmington Multi-Manager International Fund
Wilmington Multi-Manager Alternatives Fund
Wilmington Multi-Manager Real Asset Fund
Wilmington Strategic Allocation Conservative Fund
Wilmington Strategic Allocation Moderate Fund
Wilmington Strategic Allocation Aggressive Fund
Wilmington Intermediate-Term Bond Fund
Wilmington Broad Market Bond Fund
Wilmington Short-Term Bond Fund
Wilmington Municipal Bond Fund
Wilmington New York Municipal Bond Fund
* | Class A Shares are not offered for the Large-Cap Strategy Fund. |
SELECT CLASS SHARES, SERVICE CLASS SHARES, ADMINISTRATIVE CLASS SHARES AND INSTITUTIONAL CLASS SHARES
Wilmington U.S. Government Money Market Fund*
Wilmington U.S. Treasury Money Market Fund
* | Only Wilmington U.S. Government Money Market Fund offers Institutional Class Shares |
Distributor
ALPS Distributors, Inc.
1290 Broadway, Suite 1100
Denver, Colorado 80203
Investment Advisor and Co-Administrator
Wilmington Funds Management Corporation
1100 N. Market Street
Wilmington, Delaware 19890
Investment Sub-Advisor
Wilmington Trust Investment Advisors, Inc.
111 South Calvert Street
26 th Floor
Baltimore, Maryland 21202
Sub-advisors to Wilmington Multi-Manager International Fund
Dimensional Fund Advisors LP
6300 Bee Cave Road, Building One
Austin, Texas 78746
J O Hambro Capital Management Limited
Ground Floor
14 Ryder Street
London, England
SW1Y 6QB
LSV Asset Management
155 North Wacker Drive
Suite 4600
Chicago, Illinois 60606
Northern Cross LLC
125 Summer Street, Suite 1410
Boston, Massachusetts 02110
Oberweis Asset Management, Inc.
3333 Warrenville Road, Suite 500
Lisle, Illinois 60532
Parametric Portfolio Associates LLC
1918 Eighth Avenue, Suite 3100
Seattle, Washington 98101
Sub-advisors to Wilmington Multi-Manager Alternatives Fund
Analytic Investors, LLC
555 West Fifth Street, 50th Floor
Los Angeles, California 90013
Highland Capital Healthcare Advisors, L.P.
300 Crescent Court, Suite 700
Dallas, Texas 75201
Highland Capital Management Fund Advisors, L.P.
200 Crescent Court, Suite 700
Dallas, Texas 75201
Parametric Risk Advisors, LLC
274 Riverside Avenue, 1st Floor
Westport, Connecticut 06880
P/E Global LLC
75 State Street, 31st Floor
Boston, Massachusetts 02109
Shelton Capital Management
1050 17th Street, Suite 1710
Denver, Colorado 80265
Sub-advisors to Wilmington Multi-Manager Real Asset Fund
CBRE Clarion Securities LLC
201 King of Prussia Road, Suite 600
Radnor, Pennsylvania 19087
Pacific Investment Management Company, LLC
840 Newport Center Drive
Newport Beach, California 92660
Parametric Portfolio Associates LLC
1918 Eighth Avenue, Suite 3100
Seattle, Washington 98101
Custodian
The Bank of New York Mellon
One Wall Street
New York, New York 10286
Fund Accountant, Co-Administrator,
Transfer Agent and Dividend Disbursing Agent
BNY Mellon Investment Servicing (U.S.) Inc.
301 Bellevue Parkway
Wilmington, Delaware 19809
Independent Registered Public Accounting Firm
Ernst & Young LLP
One Commerce Square
2005 Market Street, Suite 700
Philadelphia, Pennsylvania 19103
The following is a list of persons other than the Advisor, the Sub-advisors and their respective affiliates that may receive nonpublic portfolio holdings information concerning the Funds:
CUSTODIAN
The Bank of New York Mellon
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Ernst & Young LLP
LEGAL COUNSEL
Stradley Ronon LLP
PERFORMANCE REPORTING/PUBLICATIONS
Lipper
Standard & Poors
Moodys Investors Service
ICRA Online LTD
FINANCIAL PRINTERS
RR Donnelley
TRANSFER AGENT, CO-ADMINISTRATOR AND FUND ACCOUNTANT
BNY Mellon Investment Servicing (U.S.) Inc.
OTHER
TechOne Media
PROXY VOTING SERVICES
ISS RiskMetrics Group
WT SAI-001-0816
PART C OTHER INFORMATION.
Item 28. | Exhibits |
(a)(i) |
Conformed copy of Amended and Restated Agreement and Declaration of Trust of Wilmington Funds, a Delaware Statutory Trust, dated March 6, 2013, incorporated by reference to Registrants Post-Effective Amendment No. 107 on Form N-1A filed August 27, 2013. | |
(a)(ii) |
Conformed copy of Amendment to Certificate of Trust of MTB Group of Funds, dated August 15, 2003, a Delaware Statutory Trust, incorporated by reference to Registrants Post-Effective Amendment No. 57 on Form N-1A filed August 22, 2003. | |
(a)(iii) |
Conformed copy of Amendment to Certificate of Trust of MTB Group of Funds, dated March 1, 2012, changing its name to Wilmington Funds, incorporated by reference to Registrants Post-Effective Amendment No. 105 on Form N-1A filed August 28, 2012. | |
(b)(i) |
Copy of Amended and Restated By-Laws of MTB Group of Funds, dated August 15, 2003, a Delaware Statutory Trust, incorporated by reference to Registrants Post-Effective Amendment No. 57 on Form N-1A filed August 22, 2003. | |
(b)(ii) |
Copy of Amendment #1 to the Amended and Restated By-Laws of MTB Group of Funds, dated June 24, 2004, incorporated by reference to Registrants Post-Effective Amendment No. 61 on Form N-1A filed August 30, 2004. | |
(b)(iii) |
Copy of Amendment #2 to the Amended and Restated By-Laws of MTB Group of Funds, dated September 15, 2004, incorporated by reference to Registrants Post-Effective Amendment No. 65 on Form N-1A filed August 29, 2005. | |
(b)(iv) |
Copy of Amendment #3 to the Amended and Restated By-Laws of MTB Group of Funds, dated December 7, 2007, incorporated by reference to Registrants Post-Effective Amendment No. 75 on Form N-1A filed April 21, 2008. | |
(c)(i) |
Copy of Specimen Certificate for Shares of Capital Stock of the Registrant, incorporated by reference to Registrants Post-Effective Amendment No. 11 on Form N-1A filed September 3, l993. | |
(c)(ii) |
Copy of Specimen Certificate for Shares of Capital Stock of the Vision Capital Appreciation Fund, incorporated by reference to Registrants Post-Effective Amendment No. 24 on Form N-1A filed December 20, 1996. | |
(d)(i) |
Conformed copy of Sub-Advisory Agreement for International Equity Fund (LSV Asset Management), dated October 24, 2005, incorporated by reference to Registrants Post-Effective Amendment No. 69 on Form N-1A filed June 29, 2006. | |
(d)(ii) |
Sub-Advisory Agreement for Multi-Manager Real Asset Fund (CBRE Clarion Securities, LLC) dated March 12, 2012, incorporated by reference to Registrants Post-Effective Amendment No. 107 on Form N-1A filed August 27, 2013. | |
(d)(iii) |
Sub-Advisory Agreement for Multi-Manager Real Asset Fund (Pacific Investment Management Company LLC) dated March 12, 2012, incorporated by reference to Registrants Post-Effective Amendment No. 107 on Form N-1A filed August 27, 2013. | |
(d)(iv) |
Sub-Advisory Agreement for Multi-Manager Alternatives Fund (Parametric Risk Advisors, LLC) dated January 10, 2012, incorporated by reference to Registrants Post-Effective Amendment No. 102 on Form N-1A filed April 17, 2012. |
1
(d)(v) |
Investment Advisory Agreement dated March 12, 2012, between the Registrant and Wilmington Funds Management Corporation, incorporated by reference to Registrants Post-Effective Amendment No. 105 on Form N-1A filed August 28, 2012. | |
(d)(vi) |
Sub-Advisory Agreement dated March 12, 2012 among the Registrant, Wilmington Funds Management Corporation and Wilmington Trust Investment Advisors, Inc. , incorporated by reference to Registrants Post-Effective Amendment No. 107 on Form N-1A filed August 27, 2013. | |
(d)(vii) |
Assignment of Sub-Advisory Agreement dated as of March 12, 2012 among the Registrant, Wilmington Funds Management Corporation, Wilmington Trust Investment Advisors, Inc. and LSV Asset Management, incorporated by reference to Registrants Post-Effective Amendment No. 105 on Form N-1A filed August 28, 2012. | |
(d)(viii) |
Sub-Advisory Agreement for Wilmington Multi-Manager International Fund (Northern Cross LLC) dated November 12, 2012, incorporated by reference to Registrants Post-Effective Amendment No. 107 on Form N-1A filed August 27, 2013. | |
(d)(ix) |
Sub-Advisory Agreement for Wilmington Multi-Manager Alternatives Fund (P/E Global LLC) dated September 18, 2013, incorporated by reference to Registrants Post-Effective Amendment No. 109 on Form N-1A filed August 22, 2014. | |
(d)(i) |
Sub-Advisory Agreement for Wilmington Multi-Manager International Fund (Dimensional Fund Advisors LP), dated March 12, 2012, incorporated by reference to Registrants Post-Effective Amendment No. 107 on Form N-1A filed August 27, 2013. | |
(d)(xi) |
Sub-Advisory Agreement for Wilmington Multi-Manager International Fund (Parametric Portfolio Associates LLC) dated March 12, 2012, incorporated by reference to Registrants Post-Effective Amendment No. 107 on Form N-1A filed August 27, 2013. | |
(d)(xii) |
Fee Allocation Letter dated August 21, 2014, incorporated by reference to Registrants Post-Effective Amendment No. 109 on Form N-1A filed August 22, 2014. | |
(d)(xiii) |
Sub-Advisory Agreement for Wilmington Multi-Manager International Fund (Oberweis Asset Management, Inc.) dated October 14, 2013, incorporated by reference to Registrants Post-Effective Amendment No. 109 on Form N-1A filed August 22, 2014. | |
(d)(xiv) |
Form of Sub-Advisory Agreement for Wilmington Multi-Manager International Fund (J O Hambro Capital Management Limited) , incorporated by reference to Registrants Post-Effective Amendment No. 109 on Form N-1A filed August 22, 2014. | |
(d)(xv) |
Sub-Advisory Agreement for Wilmington Multi-Manager Alternatives Fund (Highland Capital Healthcare Advisors, L.P.) dated January 22, 2015, incorporated by reference to Registrants Post-Effective Amendment No. 111 on Form N-1A filed August 24, 2015. | |
(d)(xvi) |
Sub-Advisory Agreement for Wilmington Multi-Manager Alternatives Fund (Highland Capital Management Fund Advisors, L.P.) dated January 22, 2015, incorporated by reference to Registrants Post-Effective Amendment No. 111 on Form N-1A filed August 24, 2015. | |
(d)(xvii) |
Sub-Advisory Agreement for Wilmington Multi-Manager Real Asset Fund (Parametric Portfolio Associates LLC) dated September 23, 2014, incorporated by reference to Registrants Post-Effective Amendment No. 111 on Form N-1A filed August 24, 2015. | |
(d)(xviii) |
Sub-Advisory Agreement for Wilmington Multi-Manager Alternatives Fund (Shelton Capital Management) dated June 30, 2016 (filed herewith). |
2
3
(h)(ix) |
Conformed copy of Indemnification Agreement of the Registrant; dated December 13, 2001, incorporated by reference to Registrants Post-Effective Amendment No. 54 on Form N-1A filed June 27, 2002. | |
(h)(x) |
Conformed copy of Service Mark License Agreement, dated September 22, 2003, incorporated by reference to Registrants Post-Effective Amendment No. 59 on Form N-1A filed April 28, 2004. | |
(h)(xi) |
Transfer Agency and Shareholder Services Agreement between the Registrant and BNY Mellon Investment Servicing (US) Inc., dated February 17, 2012, incorporated by reference to Registrants Post-Effective Amendment No. 102 on Form N-1A filed April 17, 2012. | |
(h)(xii) |
Amendment to Transfer Agency and Shareholder Services Agreement between the Registrant and BNY Mellon Investment Servicing (US) Inc., dated (to be filed by amendment). | |
(h)(xiii) |
Conformed copy of June 1, 2007 Letter Agreement (Administrative Services Agreement), incorporated by reference to Registrants Post-Effective Amendment No. 74 on Form N-1A filed August 28, 2007. | |
(h)(xiv) |
Conformed copy of August 1, 2007 Letter Agreement (Administrative Services Agreement), incorporated by reference to Registrants Post-Effective Amendment No. 74 on Form N-1A filed August 28, 2007. | |
(h)(xv) |
Conformed copy of Fax-in Processing Instructions, all exhibits have been filed electronically. | |
(i) |
Conformed copy of Opinion and Consent of Counsel as to legality of shares being registered; incorporated by reference to Registrants Post-Effective Amendment No. 19 on Form N-1A filed June 27, 1994. | |
(j) |
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (filed herewith). | |
(k) |
Not applicable. | |
(l) |
Conformed copy of Initial Capital Understanding, incorporated by reference to Registrants Post-Effective Amendment No. 19 on Form N-1A filed June 27, 1994. | |
(m)(i) |
Conformed copy of Rule 12b-1 Plan of the Registrant, incorporated by reference to Exhibit 10(a) to Registrants Registration Statement on Form N-14, No. 333-199580, filed October 24, 2014. | |
(m)(ii) |
Amendment to Rule 12b-1 Plan of the Registrant (to be filed by amendment). | |
(m)(iii) |
Form of Broker-Dealer Selling Agreement of the Registrant, incorporated by reference to Exhibit 7(b) to Registrants Registration Statement on Form N-14, No. 333-199580, filed October 24, 2014. | |
(m)(iv) |
Conformed copy of Contract Defining Responsibility for Fees Under Non-Conforming Dealer Agreement, dated December 9, 2004, incorporated by reference to Registrants Post-Effective Amendment No. 63 on Form N-1A filed April 28, 2005. | |
(n) |
Conformed copy of Multiple Class Plan of the Registrant, incorporated by reference to Exhibit 10(c) to Registrants Registration Statement on Form N-14, No. 333-199580, filed October 24, 2014. | |
(n)(ii) |
Amendment to Multiple Class Plan of the Registrant (to be filed by amendment). |
4
(o)(i) |
Conformed copy of Power of Attorney of Chairman and Trustee, Nicholas A. Giordano, Chief Executive Officer, Richard J. Berthy, President, Christopher D. Randall, Chief Financial Officer and Treasurer, Christopher W. Roleke, Trustee, Robert H. Arnold, Trustee, Joseph J. Castiglia, Trustee, John S. Cramer, Trustee, Daniel R. Gernatt, Jr., and Trustee, Richard B. Seidel, dated August 2014, incorporated by reference to Registrants Post-Effective Amendment No. 111 on Form N-1A filed August 24, 2015. | |
(o)(ii) |
Conformed copy of Power of Attorney of Trustee, Donald E. Foley (filed herewith). | |
(p)(i) |
Copy of Code of Ethics for Access Persons (Manufacturers and Traders Trust Company), dated July 1, 2002, incorporated by reference to Registrants Post-Effective Amendment No. 54 on Form N-1A filed June 27, 2002. | |
(p)(ii) |
Code of Ethics of ALPS Holdings, Inc., dated May 1, 2010, amended September 30, 2013, incorporated by reference to Registrants Post-Effective Amendment No. 109 on Form N-1A filed August 22, 2014. | |
(p)(iii) |
Copy of Code of Ethics of LSV Asset Management, dated January 19, 2007, incorporated by reference to Registrants Post-Effective Amendment No. 74 on Form N-1A filed August 28, 2007. | |
(p)(iv) |
Copy of Code of Ethics Regarding Personal Securities Trading MTBIA, incorporated by reference to Registrants Post-Effective Amendment No. 70 on Form N-1A filed August 28, 2006. | |
(p)(v) |
Copy of Code of Ethics of Rodney Square Management Corporation, incorporated by reference to Registrants Post-Effective Amendment No. 98 on Form N-1A filed December 30, 2011. | |
(p)(vi) |
Copy of Code of Ethics of CBRE Clarion Securities, LLC, incorporated by reference to Registrants Post-Effective Amendment No. 98 on Form N-1A filed December 30, 2011. | |
(p)(vii) |
Copy of Revised Code of Ethics of Pacific Investment Management Company LLC dated July 1, 2015 (filed herewith). | |
(p)(viii) |
Copy of Code of Ethics of Shelton Capital Management dated May 12, 2016 (filed herewith). | |
(p)(ix) |
Copy of Revised Code of Ethics of Parametric Risk Advisors, LLC dated September 15, 2015 (filed herewith). | |
(p)(x) |
Copy of Revised Code of Ethics of Northern Cross LLC, incorporated by reference to Registrants Post-Effective Amendment No. 111 on Form N-1A filed August 24, 2015. | |
(p)(xi) |
Copy of Code of Ethics of P/E Global LLC, incorporated by reference to Registrants Post-Effective Amendment No. 107 on Form N-1A filed August 27, 2013. | |
(p)(xii) |
Copy of Code of Ethics of Oberweis Asset Management, Inc., incorporated by reference to Registrants Post-Effective Amendment No. 109 on Form N-1A filed August 22, 2014. | |
(p)(xiii) |
Copy of Code of Ethics of J O Hambro Capital Management Limited, incorporated by reference to Registrants Post-Effective Amendment No. 109 on Form N-1A filed August 22, 2014. | |
(p)(xiv) |
Copy of Code of Ethics of Analytic Investors, LLC dated March 5, 2014 (filed herewith). | |
(p)(xv) |
Copy of Revised Code of Ethics of Highland Capital Management (filed herewith). | |
(p)(xvi) |
Copy of Revised Code of Ethics of Dimensional Fund Advisors LP dated December 11, 2015, effective January 1, 2016 (filed herewith). | |
(p)(xvii) |
Copy of Revised Code of Ethics of Parametric Portfolio Associates LLC dated September 15, 2015 (filed herewith). |
5
Item 29. | Persons Controlled by or Under Common Control with Registrant: |
None
Item 30. | Indemnification: |
Indemnification is provided to Officers and Trustees of the Registrant pursuant to Article VII of Registrants Amended and Restated Agreement and Declaration of Trust. The Investment Advisory Contract provides that, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties under the Investment Advisory Contract on the part of Adviser, Adviser shall not be liable to the Registrant or to any shareholder for any act or omission in the course of or connected in any way with rendering services or for any losses that may be sustained in the purchase, holding, or sale of any security. Registrants Trustees and Officers are covered by an Investment Trust Errors and Omissions Policy.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to Trustees, Officers, and controlling persons of the Registrant by the Registrant pursuant to the Declaration of Trust or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by Trustees, Officers, or controlling persons of the Registrant in connection with the successful defense of any act, suit, or proceeding) is asserted by such Trustees, Officers, or controlling persons in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issues.
Insofar as indemnification for liabilities may be permitted pursuant to Section 17 of the Investment Company Act of 1940 for Trustees, Officers, and controlling persons of the Registrant by the Registrant pursuant to the Declaration of Trust or otherwise, the Registrant is aware of the position of the Securities and Exchange Commission as set forth in Investment Company Act Release No. IC-11330. Therefore, the Registrant undertakes that in addition to complying with the applicable provisions of the Declaration of Trust or otherwise, in the absence of a final decision on the merits by a court or other body before which the proceeding was brought, that an indemnification payment will not be made unless in the absence of such a decision, a reasonable determination based upon factual review has been made (i) by a majority vote of a quorum of non-party Trustees who are not interested persons of the Registrant or (ii) by independent legal counsel in a written opinion that the indemnitee was not liable for an act of willful misfeasance, bad faith, gross negligence, or reckless disregard of duties. The Registrant further undertakes that advancement of expenses incurred in the defense of a proceeding (upon undertaking for repayment unless it is ultimately determined that indemnification is appropriate) against an Officer, Trustee, or controlling person of the Registrant will not be made absent the fulfillment of at least one of the following conditions: (i) the indemnitee provides security for his undertaking; (ii) the Registrant is insured against losses arising by reason of any lawful advances; or (iii) a majority of a quorum of disinterested non-party Trustees or independent legal counsel in a written opinion makes a factual determination that there is reason to believe the indemnitee will be entitled to indemnification.
Item 31. | Business and Other Connections of Investment Adviser: |
(a) Wilmington Funds Management Corporation (WFMC), a subsidiary of Manufacturers and Traders Trust Company (M&T Bank) performs investment advisory services for the Registrant. Wilmington Trust Investment Advisors, Inc. (WTIA), also a subsidiary of M&T Bank, performs investment sub-advisory services for the Registrant. As of June 30, 2016, WFMC, WTIA and their affiliates managed approximately $11.2 billion in mutual fund assets. M&T Bank is the principal banking subsidiary of M&T Bank Corporation, a $123 billion bank holding company as of June 30, 2015, which is
6
headquartered in Buffalo, New York. As of June 30, 2016, M&T Bank had over 800 offices throughout New York State, New Jersey, Maryland, Delaware, Virginia, West Virginia, Pennsylvania, and the District of Columbia and offices in Ontario, Canada and George Town, Cayman Islands, British West Indies.
M&T Bank was founded in 1856 and provides comprehensive banking and financial services to individuals, governmental entities and businesses throughout its footprint. Except for Wilmington Funds, M&T Bank does not presently provide investment advisory services to any other registered investment companies.
The principal executive Officers and the Directors of WTIA are set forth in the following tables. Unless otherwise noted, the position listed under Other Substantial Business, Profession, Vocation or Employment is with WTIA.
(b) |
Name |
Position with WTIA |
Other Substantial Business, Profession, Vocation or Employment |
||
Rene F. Jones One M&T Plaza, 19 th Floor Buffalo, NY 14203-2399 |
Chairman of the Board |
Vice Chairman, M&T Bank Corporation |
||
Anthony M. Roth 1100 N. Market St, 9 th Floor Wilmington, DE 19890 |
President, Chief Executive Officer and Chief Investment Officer, Director |
Senior Vice President, M&T Bank |
||
William J. Farrell II 1100 N. Market St, 12 th Floor Wilmington, DE 19890 |
Director |
Executive Vice President, M&T Bank Corporation |
||
Carl W. Jordan 701 Seneca Street, 3rd Floor Buffalo, NY 14210 |
Director |
Senior Vice President, M&T Bank |
||
Dominick J. DEramo 1100 N. Market St, 9 th Floor Wilmington, DE 19890 |
Director |
Group Vice President, M&T Bank |
||
Richard A. Shatzkin 25 S. Charles Street, 12 th Floor Baltimore, MD 21202 |
Director |
Administrative Vice President, M&T Bank |
Item 32. | Principal Underwriters. |
(a) ALPS Distributors, Inc. acts as the distributor for the Registrant and the following investment companies: 1290 Funds, 13D Activist Fund, ALPS Series Trust, Arbitrage Funds, AQR Funds, Babson Capital Funds Trust, BBH Trust, Brandes Investment Trust, Broadview Funds Trust, Brown Capital Management Funds, Caldwell & Orkin Funds, Inc., Centaur Mutual Funds Trust, Centre Funds, Century Capital Management Trust, Columbia ETF Trust, Columbia ETF Trust I, Cortina Funds, Inc., CRM Mutual Fund Trust, CSOP ETF Trust, Cullen Funds, DBX ETF Trust, ETFS Trust, EGA Emerging Global Shares Trust, Elevation ETF Trust, Elkhorn ETF Trust, FactorShares Trust, Financial Investors Trust, Firsthand Funds, Goldman Sachs ETF Trust, Griffin Institutional Access Real Estate Fund, Heartland Group, Inc., Henssler Funds, Inc., Holland Series Fund, Inc., Index Funds, IndexIQ Active ETF Trust, Index IQ ETF Trust, IVY Next Shares, James Advantage Funds, Janus Detroit Street Trust, Lattice Strategies Trust,
7
Laudus Trust, Litman Gregory Funds Trust, Longleaf Partners Funds Trust, Mairs & Power Funds Trust, Oak Associates Funds, Owlshares ETF Trust, Pax World Series Trust I, Pax World Funds Trust III, Principal Exchange-Traded Funds, Reality Shares ETF Trust, Resource Credit Income Fund, Resource Real Estate Diversified Income Fund, RiverNorth Funds, SCS Hedged Opportunities Master Fund, SCS Hedged Opportunities Fund, SCS Hedged Opportunities (TE) Fund, Smead Funds Trust, SPDR Dow Jones Industrial Average ETF Trust, SPDR S&P 500 ETF Trust, SPDR S&P MidCap 400 ETF Trust, Stadion Investment Trust, Stone Harbor Investment Funds, Total Return US Treasury Fund, Transparent Value Trust, USCF ETF Trust, Wakefield Alternative Series Trust, Wasatch Funds, WesMark Funds, Westcore Trust, and Wilmington Funds.
(b) To the best of Registrants knowledge, the directors and executive officers of ALPS Distributors, Inc., are as follows:
Name* |
Position with Underwriter |
Positions with Fund |
||
Edmund J. Burke | Director | None | ||
Jeremy O. May | President, Director | None | ||
Thomas A. Carter | Executive Vice President, Director | None | ||
Bradley J. Swenson | Senior Vice President, Chief Operating Officer | None | ||
Robert J. Szydlowski | Senior Vice President, Chief Technology Officer | None | ||
Aisha J. Hunt | Senior Vice President, General Counsel and Assistant Secretary | None | ||
Eric T. Parsons | Vice President, Controller and Assistant Treasurer | None | ||
Randall D. Young** | Secretary | None | ||
Gregg Wm. Givens** | Vice President, Treasurer and Assistant Secretary | None | ||
Douglas W. Fleming** | Assistant Treasurer | None | ||
Steven Price | Senior Vice President, Chief Compliance Officer | None | ||
Liza Orr | Vice President, Senior Counsel | None | ||
Jed Stahl | Vice President, Senior Counsel | None | ||
Taylor Ames | Vice President | None | ||
Troy A. Duran | Senior Vice President, Chief Financial Officer | None | ||
James Stegall | Vice President | None | ||
Gary Ross | Senior Vice President | None | ||
Kevin Ireland | Senior Vice President | None | ||
Mark Kiniry | Senior Vice President | None | ||
Tison Cory | Vice President, Intermediary Operations | None | ||
Hilary Quinn | Vice President | None | ||
Jennifer Craig | Assistant Vice President | None |
8
* | Except as otherwise noted, the principal business address for each of the above directors and executive officers is 1290 Broadway, Suite 1100, Denver, Colorado 80203. |
** | The principal business address for Messrs. Young, Givens and Fleming is 333 W. 11 th Street, 5 th Floor, Kansas City, Missouri 64105. |
(c) | Not applicable |
9
Item 33. | Location of Accounts and Records: |
All accounts and records required to be maintained by Section 31(a) of the Investment Company Act of 1940 and Rules 31a-1 through 31a-3 promulgated thereunder are maintained at one of the following locations:
Wilmington Funds |
111 South Calvert Street, 26 th floor Baltimore, Maryland 21202 |
|
The Bank of New York Mellon (Co-Administrator, Accountant, Custodian and Transfer Agent and Dividend Disbursing Agent) |
225 Liberty Street New York, New York 10286 |
|
Wilmington Funds Management Corporation, a subsidiary of Manufacturers and Traders Trust Company (Investment Adviser) |
1100 N. Market Street Wilmington, Delaware 19890 |
|
Wilmington Trust Investment Advisors, Inc., a subsidiary of Manufacturers and Traders Trust Company (Investment Sub-Adviser and Co-Administrator) |
111 South Calvert Street, 26 th floor Baltimore, Maryland 21202 |
|
LSV Asset Management (Sub-Adviser to the Wilmington Multi-Manager International Fund) |
One North Wacker Drive, Suite 4000 Chicago, Illinois 60606 |
|
Dimensional Fund Advisors LP (Sub-Adviser to the Wilmington Multi-Manager International Fund) |
6300 Bee Cave Road, Building One Austin, Texas 78746 |
|
Northern Cross LLC (Sub-Adviser to the Wilmington Multi-Manager International Fund) |
125 Summer Street Boston, Massachusetts 02110 |
|
Parametric Portfolio Associates LLC (Sub-Adviser to the Wilmington Multi-Manager International Fund) |
1918 Eighth Avenue, Suite 3100 Seattle, Washington 98101 |
|
Oberweis Asset management, Inc. (Sub-Adviser to the Wilmington Multi-Manager International Fund) |
3333 Warrenville Road, Suite 500 Lisle, Illinois 60532 |
|
J O Hambro Capital Management Limited (Sub-Adviser to the Wilmington Multi-Manager International Fund) |
14 Ryder Street, Ground Floor London, England SW1Y 6QB |
|
CBRE Clarion Securities LLC (Sub-Adviser to the Wilmington Multi-Manager Real Asset Fund) |
201 King of Prussia Road, Suite 600 Radnor, Pennsylvania 19087 |
|
Pacific Investment Management Company, LLC (Sub-Adviser to the Wilmington Multi-Manager Real Asset Fund) |
840 Newport Center Drive Newport Beach, California 92660 |
|
Parametric Portfolio Associates LLC (Sub-Adviser to the Wilmington Multi-Manager Real Asset Fund) |
1918 Eighth Avenue, Suite 3100 Seattle, Washington 98101 |
|
Analytic Investors, LLC (Sub-Adviser to the Wilmington Multi-Manager Alternatives Fund) |
555 West Fifth Street, 50 th Floor Los Angeles, California 90013 |
|
Shelton Capital Management (Sub-Adviser to the Wilmington Multi-Manager Alternatives Fund) |
1050 17 th Street, Suite 1710 Denver, Colorado 80265 |
|
Parametric Risk Advisors, LLC (Sub-Adviser to the Wilmington Multi-Manager Alternatives Fund) |
274 Riverside Avenue, 1 st Floor Westport, Connecticut 06880 |
|
P/E Global LLC (Sub-Adviser to the Wilmington Multi-Manager Alternatives Fund) |
75 State Street, 31 st Floor Boston, Massachusetts 02109 |
10
Highland Capital Healthcare Advisors, L.P. (Sub-Adviser to the Wilmington Multi-Manager Alternatives Fund) |
300 Crescent Court, Suite 700 Dallas, Texas 75201 |
|
Highland Capital Management Fund Advisors, L.P. (Sub-Adviser to the Wilmington Multi-Manager Alternatives Fund) |
300 Crescent Court, Suite 700 Dallas, Texas 75201 |
Item 34. | Management Services: |
Not applicable.
Item 35. | Undertakings: |
Registrant hereby undertakes to comply with the provisions of Section 16(c) of the 1940 Act with respect to the removal of Trustees/Directors and the calling of special shareholder meetings by shareholders.
11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, Wilmington Funds, certifies that it meets all of the requirements for effectiveness of this Amendment to its Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Brooklyn and the State of New York, on the 24th day of August, 2016.
WILMINGTON FUNDS | ||
By: | /s/ Lisa R. Grosswirth | |
Lisa R. Grosswirth, Secretary August 25, 2016 |
Pursuant to the requirements of the Securities Act of 1933, this Amendment to its Registration Statement has been signed below by the following person in the capacity and on the date indicated:
NAME | TITLE | DATE | ||||
By: | /s/ Lisa R. Grosswirth | |||||
Lisa R. Grosswirth SECRETARY |
Attorney-in-Fact For the Persons Listed Below | August 25, 2016 | ||||
Nicholas A. Giordano* |
Chairman of the Board and Trustee | |||||
/s/ Richard J. Berthy Richard J. Berthy |
Chief Executive Officer | |||||
(Principal Executive Officer) | ||||||
/s/ Christopher W. Roleke Christopher W. Roleke |
Chief Financial Officer and Treasurer | |||||
(Principal Financial Officer) | ||||||
Christopher D. Randall* | President | |||||
Robert H. Arnold* | Trustee | |||||
Joseph J. Castiglia* | Trustee | |||||
John S. Cramer* | Trustee | |||||
Donald E. Foley* | Trustee | |||||
Daniel R. Gernatt, Jr.* | Trustee | |||||
Richard B. Seidel* | Trustee |
* | By Power of Attorney |
12
EXHIBIT INDEX
WILMINGTON FUNDS
Exhibit # |
Title of Exhibit |
|
(d)(xviii) | Sub-Advisory Agreement for Wilmington Multi-Manager Alternatives Fund (Shelton Capital Management) dated June 30, 2016. | |
(d)(xix) | Sub-Advisory Agreement for Wilmington Multi-Manager Alternatives Fund (Analytic Investors, LLC) dated September 25, 2015. | |
(j) | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. | |
(o)(ii) | Conformed copy of Power of Attorney of Trustee, Donald E. Foley (filed herewith). | |
(p)(vii) | Copy of Revised Code of Ethics of Pacific Investment Management Company LLC dated July 1, 2015. | |
(p)(viii) | Copy of Code of Ethics of Shelton Capital Management dated May 12, 2016. | |
(p)(ix) | Copy of Revised Code of Ethics of Parametric Risk Advisors, LLC dated September 15, 2015. | |
(p)(xiv) | Copy of Code of Ethics of Analytic Investors, LLC dated March 5, 2014. | |
(p)(xv) | Copy of Revised Code of Ethics of Highland Capital Management. | |
(p)(xvi) | Copy of Revised Code of Ethics of Dimensional Fund Advisors LP dated December 11, 2015, effective January 1, 2016. | |
(p)(xvii) | Copy of Revised Code of Ethics of Parametric Portfolio Associates LLC dated September 15, 2015. |
13
SUB-ADVISORY AGREEMENT
AMONG
WILMINGTON FUNDS,
WILMTINGTON MANAGEMENT CORPORATION AND
CCM PARTNERS LP DBA SHELTON CAPTIAL MANAGEMENT
THIS SUB-ADVISORY AGREEMENT is made as of the 30 day of June 2016, among the Wilmington Funds, a Delaware statutory trust (the Trust ), Wilmington Funds Management Corporation (the Adviser ), a corporation organized under the laws of the state of Delaware and CCM Partners LP dba Shelton Capital Management, a partnership organized under the laws of the state of California (the Sub-Adviser ).
WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act ), as an open-end management investment company and offers for public sale distinct series of shares of beneficial interest; and
WHEREAS, the Wilmington Multi-Manager Alternatives Fund (the Fund) is a series of the Trust; and
WHEREAS, the Adviser acts as the investment adviser for the Fund pursuant to the terms of an Investment Advisory Contract between the Trust and the Adviser under which the Adviser is responsible for the coordination of investment of the Funds assets in portfolio securities; and
WHEREAS, the Adviser is authorized under the Investment Advisory Contract to delegate its investment responsibilities to one or more persons or companies;
NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, the Trust, the Adviser and the Sub-Adviser agree as follows:
1. Appointment of Sub-Adviser . The Adviser and the Trust hereby appoint and employ the Sub-Adviser as a discretionary portfolio manager, on the terms and conditions set forth herein, of those assets of the Fund which the Adviser determines to assign to the Sub-Adviser (those assets being referred to as the Fund Account ). The Adviser may, from time to time, make additions to and withdrawals from the Fund Account.
2. Acceptance of Appointment . The Sub-Adviser accepts its appointment as a discretionary portfolio manager and agrees to use its professional judgment to make investment decisions for the Fund with respect to the investments of the Fund Account and to implement such decisions on a timely basis in accordance with the provisions of this Agreement.
3. Delivery of Documents . The Adviser has furnished or will promptly furnish the Sub-Adviser with copies properly certified or authenticated of each of the following and will promptly provide the Sub-Adviser with copies properly certified or authenticated of any amendment or supplement thereto:
A. The Funds Investment Advisory Contract;
B. The Funds most recent Prospectus and Statement of Additional Information as filed with the Securities and Exchange Commission;
C. The Trusts Amended and Restated Agreement and Declaration of Trust and Amended and Restated By-Laws; and
1
D. Any policies, procedures or instructions adopted or approved by the Trusts Board of Trustees relating to obligations and services provided by the Sub-Adviser.
4. Portfolio Management Services of the Sub-Adviser . The Sub-Adviser is hereby employed and authorized to select portfolio securities for investment by the Fund, to purchase and to sell securities for the Fund Account, and upon making any purchase or sale decision, to place orders for the execution of such portfolio transactions in accordance with Sections 6 and 7 hereof and Schedule A hereto (as amended from time to time). In providing portfolio management services to the Fund Account, the Sub-Adviser shall be subject to and shall conform to such investment restrictions as are set forth in the 1940 Act and the rules thereunder, the Internal Revenue Code, applicable state securities laws, applicable statutes and regulations of foreign jurisdictions, the supervision and control of the Board of Trustees of the Trust, such specific instructions as the Board of Trustees may adopt and communicate to the Sub-Adviser, the investment objective, policies and restrictions of the Trust applicable to the Fund furnished pursuant to Section 5 of this Agreement, the provisions of Schedule A and Schedule B hereto and other instructions communicated to the Sub-Adviser by the Adviser. The Sub-Adviser is not authorized by the Trust to take any action, including the purchase or sale of securities for the Fund Account, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence. The Sub-Adviser shall maintain on behalf of the Trust the records listed in Schedule B hereto (as amended from time to time). At the Trusts reasonable request, the Sub-Adviser will consult with the Trust or with the Adviser with respect to any decision made by it with respect to the investments of the Fund Account.
5. Investment Objective, Policies and Restrictions . The Trust will provide the Sub-Adviser with the statement of investment objective, policies and restrictions applicable to the Fund Account as contained in the Funds Prospectus and Statement of Additional Information, all amendments or supplements to the Prospectus and Statement of Additional Information, and any instructions adopted by the Board of Trustees supplemental thereto. The Trust agrees, on an ongoing basis, to notify the Sub-Adviser in writing of each change in the fundamental and non-fundamental investment policies of the Fund and will provide the Sub-Adviser with such further information concerning the investment objective, policies, restrictions and such other information applicable thereto as the Sub- Adviser may from time to time reasonably request for performance of its obligations under this Agreement. The Trust retains the right, on written notice to the Sub-Adviser or the Adviser, to modify any such objective, policies or restrictions in accordance with applicable laws, at any time.
6. Transaction Procedures . All transactions will be consummated by payment to or delivery by the custodian designated by the Trust (the Custodian ), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Fund Account, and the Sub-Adviser shall not have possession or custody thereof. The Sub-Adviser shall advise the Custodian and confirm in writing to the Trust and to the administrator designated by the Trust or any other designated agent of the Trust, all investment orders for the Fund Account placed by it with brokers and dealers at the time and in the manner set forth in Schedule B hereto (as amended from time to time). The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Adviser. The Trust shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Sub-Adviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian, except that it shall be the responsibility of the Sub-Adviser to take appropriate action if the Custodian fails to confirm in writing proper execution of the instructions.
7. Allocation of Brokerage . The Sub-Adviser shall have authority and discretion to select brokers and dealers (including brokers that may be affiliates of the Sub-Adviser to the extent permitted by Section 7(c) hereof) to execute portfolio transactions, initiated by the Sub-Adviser, and for the selection of the markets on or in which the transactions will be executed, subject to conformance with the policies and procedures disclosed in the Funds Prospectus and Statement of Additional Information and the policies and procedures adopted by the Trusts Board of Trustees.
A. In executing portfolio transactions, the Sub-Adviser will give primary consideration to securing the best price and execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Sub-Adviser may be a party. It is understood that neither the Trust, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the
2
Funds investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher commission to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with certain brokers, subject to review by the Trusts Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with its services to other clients of the Sub-Adviser. The Sub-Adviser is also authorized to place orders with certain brokers for services deemed by the Adviser to be beneficial for the Fund; and the Sub-Adviser shall follow the directions of the Adviser or the Trust in this regard.
B. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Account as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the best price and execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Trust in respect of the Fund and to such other clients.
C. The Sub-Adviser agrees that it will not execute any portfolio transactions for the Fund Account with a broker or dealer which is (i) an affiliated person of the Trust, the Adviser or any sub-adviser for any Fund of the Trust; (ii) a principal underwriter of the Trusts shares; or (iii) an affiliated person of such an affiliated person or principal underwriter, unless such transactions are (x) exempt under Rules 10f-3(b) or 17a-10, (y) executed in accordance with Rule 17e-1 of the 1940 Act and the Trusts Rule 17e-1 procedures, as adopted in accordance with Rule 17e-1 or (z) executed in accordance with Rule 10f-3(c) of the 1940 and the Trusts Rule 10f-3(c) procedures, as adopted in accordance with Rule 10f-3. The Adviser agrees that it will provide the Sub-Adviser with a list of such affiliated brokers and dealers.
D. The Sub-Adviser acknowledges and agrees that in connection with the exemptions provided under Rules 10f-3(b), 12d3-1, and 17a-10 under the 1940 Act, the Sub-Adviser (i) will not consult with any other sub-adviser of the Fund, which is advising the Fund, concerning the Sub-Adviser or its affiliated persons transactions with the Fund in securities or other assets of the Fund, and (ii) will be limited to providing investment advice with respect to the Fund Account.
8. Proxies . Except as otherwise agreed in writing by the parties, the Adviser will vote all proxies solicited by or with respect to issuers of securities in which assets of the Fund Account may be invested from time to time. At the request of the Adviser, the Sub-Adviser shall provide the Adviser with its recommendations as to the voting of such proxies.
9. Reports to the Sub-Adviser . The Trust will provide the Sub-Adviser with such periodic reports concerning the status of the Fund Account as the Sub-Adviser may reasonably request.
10. Fees for Services . The compensation of the Sub-Adviser for its services under this Agreement shall be calculated and paid by the Trust in accordance with the attached Schedule C.
11. Other Investment Activities of the Sub-Adviser . The Trust acknowledges that the Sub-Adviser or one or more of its affiliated persons may have investment responsibilities or render investment advice to or perform other investment advisory services for other individuals or entities and that the Sub-Adviser, its affiliated persons or any of its or their directors, officers, agents or employees may buy, sell or trade in any securities for its or their own respective accounts ( Affiliated Accounts ). Subject to the provisions of Section 7(b) hereof, the Trust agrees that the Sub-Adviser or its affiliated persons may give advice or exercise investment responsibility and take such other action with respect to other Affiliated Accounts which may differ from the advice given or the timing or nature of action taken with respect to the Fund Account, provided that the Sub-Adviser acts in good faith, and provided further, that it is the Sub-Advisers policy to allocate, within its reasonable discretion, investment opportunities to the Fund Account over a period of time on a fair and equitable basis relative to the Affiliated Accounts, taking into account the investment objective and policies of the Fund Account and any specific investment restrictions
3
applicable thereto. The Trust acknowledges that one or more of the Affiliated Accounts may at any time hold, acquire, increase, decrease, dispose of or otherwise deal with positions in investments in which the Fund Account may have an interest from time to time, whether in transactions which involve the Fund Account or otherwise. The Sub-Adviser shall have no obligation to acquire for the Fund Account a position in any investment which any Affiliated Account may acquire, and the Fund shall have no first refusal, co-investment or other rights in respect of any such investment, either for the Fund Account or otherwise.
12. Certificate of Authority . The Trust, the Adviser and the Sub-Adviser shall furnish to each other from time to time certified copies of the resolutions of their Boards of Trustees/Directors or executive committees, as the case may be, evidencing the authority of officers and employees who are authorized to act on behalf of the Trust, a Fund Account, the Adviser and/or the Sub-Adviser.
13. Limitation of Liability . The Sub-Adviser shall not be liable for any action taken, omitted or suffered to be taken by it in its reasonable judgment, in good faith and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Agreement, or in accordance with (or in the absence of) specific directions or instructions from) the Trust or the Adviser, provided, however, that such acts or omissions shall not have resulted from the Sub-Advisers willful misfeasance, bad faith, gross negligence or a reckless disregard of duty. Nothing in this Section 13 shall be construed in a manner inconsistent with Section 17(i) of the 1940 Act.
14. Confidentiality . Subject to the duty of the Sub-Adviser, the Adviser and the Trust to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all material non-public information pertaining to the Fund Account and the actions of the Sub-Adviser, the Adviser and the Trust in respect thereof.
15. Assignment . This Agreement shall terminate automatically in the event of its assignment. The Sub-Adviser shall notify the Trust and the Adviser in writing sufficiently in advance of any proposed change of control within the meaning of the 1940 Act to enable the Trust and the Adviser to take the steps necessary to enter into a new contract with the Sub-Adviser.
16. Representations, Warranties and Agreements of the Trust . The Trust represents, warrants and agrees that:
A. The Sub-Adviser has been duly appointed by the Board of Trustees of the Trust to provide investment services to the Fund Account as contemplated hereby.
B. The Trust will deliver to the Sub-Adviser a true and complete copy of the Funds then current Prospectus and Statement of Additional Information as effective from time to time and such other documents or instruments governing the investment of the Fund Account and such other information as is necessary for the Sub-Adviser to carry out its obligations under this Agreement.
C. The Trust is currently in material compliance and shall at all times continue to so comply with the requirements imposed upon the Trust by applicable law and regulations.
17. Representations, Warranties and Agreements of the Adviser . The Adviser represents, warrants and agrees that:
A. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby.
B. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations.
18. Representations, Warranties and Agreements of the Sub-Adviser . The Sub-Adviser represents, warrants and agrees that:
4
A. The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act of 1940 ( Advisers Act ) or is a bank as defined in Section 202(a)(2) of the Advisers Act.
B. The Sub-Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations.
C. The Sub-Adviser will maintain, keep current and preserve on behalf of the Trust, in the manner required or permitted by the 1940 Act, the records identified in Schedule B. The Sub-Adviser agrees that such records (unless otherwise indicated on Schedule B) are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Sub-Adviser agrees to keep confidential all records of the Trust and information relating to the Trust, unless the release of such records or information is otherwise consented to in writing by the Trust or the Adviser. The Trust and the Adviser agree that such consent shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings or when required to divulge such information or records to duly constituted authorities.
D. The Sub-Adviser will complete such reports concerning purchases or sales of securities on behalf of the Fund Account as the Adviser or the Trust may from time to time require to assure compliance with the 1940 Act, the Internal Revenue Code, applicable state securities laws and applicable statutes and regulations of foreign jurisdictions.
E. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Section 204A of the Advisers Act and has provided the Trust with a copy of the code of ethics and evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year while this Agreement is in effect, the president or a vice president or general partner of the Sub-Adviser shall certify to the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Section 204A during the previous year and that there has been no material violation of the Sub-Advisers code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Trust, the Sub-Adviser shall permit the Trust, its employees or its agents to examine the reports required to be made to the Sub-Adviser by Rule 17j-1(d)(1).
F. The Sub-Adviser will promptly after filing with the Securities and Exchange Commission an amendment to its Form ADV furnish a copy of such amendment to the Trust and the Adviser.
G. The Sub-Adviser will immediately notify the Trust and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or otherwise. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund.
19. Amendment . This Agreement may be amended at any time, but only by written agreement among the Sub-Adviser, the Adviser and the Trust, which amendment, other than amendments to Schedules A and B, is subject to the approval of the Board of Trustees and, to the extent required by the 1940 Act, the shareholders of the Fund in the manner required by the 1940 Act and the rules thereunder, subject to any applicable orders of exemption issued by the Securities and Exchange Commission.
20. Effective Date; Term . This Agreement shall become effective on the date first written above and shall remain in force for a period of 150 days.
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21. Termination .
A. This Agreement may be terminated by the Trust (by a vote of the Board of Trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Fund), without the payment of any penalty, immediately upon written notice to the other parties hereto, in the event of a material breach of any provision thereof by the party so notified or otherwise by the Trust, upon sixty (60) days written notice to the other parties hereto, but any such termination shall not affect the status, obligations or liabilities of any party hereto to the others.
B. This Agreement may also be terminated by the Adviser or the Sub-Adviser, without the payment of any penalty immediately upon written notice to the other parties hereto, in the event of a material breach of any provision, thereof by the party so notified if such breach shall not have been cured within a 20-day period after notice of such breach or otherwise by the Adviser or the Sub-Adviser upon sixty (60) days written notice to the other parties hereto, but any such termination shall not affect the status, obligations or liabilities of any party hereto to the others.
22. Definitions . As used in this Agreement, the terms affiliated person, assignment, control, interested person, principal underwriter and vote of a majority of the outstanding voting securities shall have the meanings set forth in the 1940 Act and the rules and regulations thereunder, subject to any applicable orders of exemption issued by the Securities and Exchange Commission.
23. Notice . Any notice under this Agreement shall be given in writing addressed and delivered or mailed, postage prepaid, to the other parties to this Agreement at their principal place of business.
24. Severability . If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
25. Governing Law . To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of Delaware.
26. Entire Agreement . This Agreement and the Schedules attached hereto embodies the entire agreement and understanding between the parties.
[Signatures on following page.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed, as of the day and year first written above.
WILMINGTON FUNDS, on behalf of the Wilmington Multi-Manager Alternatives Fund | ||
By: |
/s/ Michael D. Daniels |
|
Name: Michael D. Daniels | ||
Title: Vice President | ||
CCM PARTNERS LP DBA SHELTON CAPTIAL MANAGEMENT | ||
By: |
/s/ Steve Rogers |
|
Name: Steve Rogers | ||
Title: CEO | ||
WILMINGTON FUNDS MANAGEMENT CORPORATION | ||
By: |
/s/ Michael D. Daniels |
|
Name: Michael D. Daniels | ||
Title: Vice President |
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SCHEDULE A
OPERATING PROCEDURES
From time to time the Adviser shall issue written Operating Procedures which shall govern reporting of transactions and other matters so as to facilitate (i) the monitoring of the Trusts compliance with the restrictions and limitations applicable to the operations of a registered investment company and (ii) the preparation of reports to the Board of Trustees, regulatory authorities and shareholders.
SUBSTANTIVE LIMITATIONS
A. | The Sub-Adviser will manage the Fund Account as if the Fund Account were a registered investment company subject to the investment objective, policies and limitations applicable to the Fund stated in the Trusts Prospectus and Statement of Additional Information, as from time to time in effect, included in the Trusts registration statement or a supplement thereto under the Securities Act of 1933 and the Investment Company Act of 1940 (the 1940 Act ), as each may be amended from time to time; provided, however, that if a more stringent restriction or limitation than any of the foregoing is stated in Section B of this Schedule, the more stringent restriction or limitation shall apply to the Fund Account. |
B. | The Sub-Adviser shall not, without the written approval of the Adviser, on behalf of the Fund Account: |
1. | purchase securities of any issuer if such purchase would cause more than 10% of the voting securities of such issuer to be held in the Fund Account (1940 Act §5(b)(1); IRC §851(b)(4)(a)(ii)); |
2. | purchase securities if such purchase would cause: |
a. | more than 3% of the outstanding voting stock of any other investment company to be held in the Fund Account (1940 Act § 12(d)(1)(A)(i)), |
b. | securities issued by any other investment company having an aggregate value in excess of 5% of the value of the total assets in the Fund Account to be held in the Fund Account (1940 Act §12(d)(1)(A)(ii)) , |
c. | securities issued by all other investment companies (other than Treasury Stock) having an aggregate value in excess of 10% of the value of the total assets of the Fund Account to be held in the Fund Account (1940 Act §12(d)(1)(A)(iii)), |
d. | more than 10% of the outstanding voting stock of any registered closed-end investment company to be held in the Fund Account, and by any other investment company having as its investment adviser any of the Sub-Advisers, the Adviser, or any other investment adviser to the Trust (1940 Act §12(d)(1)(C)); |
3. | purchase securities of any insurance company if such purchase would cause more than 10% of the outstanding voting securities of any insurance company to be held in the Fund Account (1940 Act §12(d)(2)); or |
4. | purchase securities of or any interest in any person who is a broker, a dealer, is engaged in the business of underwriting, is an investment adviser to an investment company or is a registered investment adviser under the Investment Advisers Act of 1940 unless |
a. | such purchase is of a security of any issuer that, in its most recent fiscal year, derived 15% or less of its gross revenues from securities-related activities (1940 Act Rule 12d3-1(a)), or |
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b. | despite the fact that such purchase is of any security of any issuer that derived more than 15% of its gross revenues from securities-related activities: |
(1) | immediately after the purchase of any equity security, the Fund Account would not own more than 5% of outstanding securities of that class of the issuers equity securities (1940 Act Rule 12d3-1(b)(1)); |
(2) | immediately after the purchase of any debt security, the Fund Account would not own more than 10% of the outstanding principal amount of the issuers debt securities (1940 Act Rule 12d3-1(b)(2)); and |
(3) | immediately after the purchase, not more than 5% of the value of the Fund Accounts total assets would be invested in the issuers securities (1940 Act Rule 12d3-1(b)(3)). |
C. | The Sub-Adviser will manage the Fund Account so that no more than 10% of the gross income of the Fund Account is derived from any source other than dividends, interest, payments with respect to securities loans (as defined in IRC §512(a)(5)), and gains from the sale or other disposition of stock or securities (as defined in the 1940 Act §2(a)(36)) or foreign currencies, or other income (including, but not limited to, gains from options, futures, or forward contracts) derived with respect to the Funds business of investing in such stock, securities, or currencies (IRC §851(b)(2)). |
Dated: June 30, 2016
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SCHEDULE B
RECORD KEEPING REQUIREMENTS
Records To Be Maintained by the Sub-Adviser :
A. | (Rule 31a-1(b)(5) and (6)). A record of each brokerage order, and all other portfolio purchases and sales, given by the Sub-Adviser on behalf of the Fund Account for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include: |
1. | the name of the broker; |
2. | the terms and conditions of the order and of any modification or cancellation thereof; |
3. | the time of entry or cancellation; |
4. | the price at which executed; |
5. | the time of receipt of a report of execution; and |
6. | the name of the person who placed the order on behalf of the Fund Account. |
B. | (Rule 31a-1(b)(9)). A record for each fiscal quarter, completed within ten (10) days after the end of the quarter, showing specifically the basis or bases (e.g. execution ability, execution and research) upon which the allocation of orders for the purchase and sale of portfolio securities to named brokers or dealers was effected, and the division of brokerage commissions or other compensation on such purchase and sale orders. Such record: |
1. | shall include the consideration given to: |
a. | the sale of shares of the Trust by brokers or dealers; |
b. | the supplying of services or benefits by brokers or dealers to: |
(1) | the Trust, |
(2) | the Adviser, |
(3) | the Sub-Adviser, and |
(4) | any person other than the foregoing; and |
c. | any other consideration other than the technical qualifications of the brokers and dealers as such; |
2. | shall show the nature of the services or benefits made available; |
3. | shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation; and |
4. | shall show the name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation. |
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C. | (Rule 3la-l(b)(10)). A record in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of Fund securities. Where an authorization is made by a committee or group, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or authorizing the purchase or sale of Fund securities and such other information as is appropriate to support the authorization. |
D. | (Rule 31a-1(f)). Such accounts, books and other documents as are required to be maintained by registered investment advisers by rule adopted under Section 204 of the Investment Advisers Act of 1940, to the extent such records are necessary or appropriate to record the Sub-Advisers transactions with respect to the Fund Account. |
Dated: June 30, 2016
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SCHEDULE C
FEE SCHEDULE
For the services to be provided to the Fund pursuant to the attached Sub-Advisory Agreement, the Fund shall pay the Sub-Adviser an annual fee calculated on the average daily net assets of the Fund Account as follows:
100 basis points (1.00%).
The fee shall be calculated and paid monthly in arrears based on the average daily net asset value of the Fund Account.
Dated: June 30, 2016
C-1
SUB-ADVISORY AGREEMENT
ANALYTIC INVESTORS, LLC
THIS SUB-ADVISORY AGREEMENT is made as of the 25 th day of September, 2015, among Wilmington Funds, a Delaware statutory trust (the Trust), Wilmington Funds Management Corporation (the Adviser), a corporation organized under the laws of the state of Delaware, and Analytic Investors, LLC, a Delaware limited liability company (the Sub-Adviser).
WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company and offers for public sale distinct series of shares of beneficial interest; and
WHEREAS, the Wilmington Multi-Manager Alternatives Fund (the Fund) is a series of the Trust; and
WHEREAS, the Adviser acts as the investment adviser for the Fund pursuant to the terms of an Investment Advisory Contract between the Trust and the Adviser under which the Adviser is responsible for the coordination of investment of the Funds assets in portfolio securities; and
WHEREAS, the Adviser is authorized under the Investment Advisory Contract to delegate its investment responsibilities to one or more persons or companies;
NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, the Trust, the Adviser and the Sub-Adviser agree as follows:
1. APPOINTMENT OF SUB-ADVISER. The Adviser and the Trust hereby appoint and employ the Sub-Adviser as a discretionary portfolio manager, on the terms and conditions set forth herein, of those assets of the Fund which the Adviser determines to assign to the Sub-Adviser (those assets being referred to as the Fund Account). The Adviser may, from time to time and in its sole and absolute discretion, make additions to and withdrawals from the Fund Account.
2. ACCEPTANCE OF APPOINTMENT. The Sub-Adviser accepts its appointment as a discretionary portfolio manager and agrees to use its professional judgment to make investment decisions for the Fund Account with respect to the investments of the Fund Account and to implement such decisions on a timely basis in accordance with the provisions of this Agreement.
3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with copies properly certified or authenticated of each of the following and will promptly provide the Sub-Adviser with copies properly certified or authenticated of any amendment or supplement thereto:
a. The Funds Investment Advisory Contract;
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b. The Trusts most recent effective registration statement, supplements and financial statements as filed with the Securities and Exchange Commission;
c. The Trusts Amended and Restated Agreement and Declaration of Trust and Amended and Restated By-Laws; and
d. Any policies, procedures or instructions adopted or approved by the Trusts Board of Trustees (the Board) relating to obligations and services provided by the Sub-Adviser.
4. PORTFOLIO MANAGEMENT SERVICES OF THE SUB-ADVISER. The Sub-Adviser is hereby employed and authorized to select portfolio securities for investment by the Fund Account, to purchase and to sell securities for the Fund Account, and upon making any purchase or sale decision, to place orders for the execution of such portfolio transactions in accordance with Sections 6 and 7 hereof and Schedule A hereto (as amended from time to time). In providing portfolio management services to the Fund Account, the Sub-Adviser shall be subject to and shall conform to: (i) such investment restrictions as are set forth in the 1940 Act and the rules thereunder, (ii) the Internal Revenue Code, (iii) provisions of the Trusts Amended and Restated Agreement and Declaration of Trust and Amended and Restated By-Laws, as each may be hereafter modified, amended and/or supplemented from time to time, that are applicable to the Fund Account, (iv) applicable state securities laws, (v) applicable statutes and regulations of foreign jurisdictions, (vi) the supervision and control of the Board, (vii) such specific instructions as the Board may adopt and communicate to the Sub-Adviser, (vii) the investment objective, policies and restrictions of the Trust applicable to the Fund Account furnished pursuant to Section 5 of this Agreement, and (viii) the provisions of Schedule A and Schedule B hereto and other instructions communicated to the Sub-Adviser by the Adviser. The Sub-Adviser is not authorized by the Trust to take any action, including the purchase or sale of securities for the Fund Account, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence. The Sub-Adviser shall maintain on behalf of the Trust the records listed in Schedule B hereto (as amended from time to time). At the Trusts reasonable request, the Sub-Adviser will consult with the Trust or with the Adviser with respect to any decision made by it with respect to the investments of the Fund Account.
5. INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS. The Trust will provide the Sub-Adviser with the statement of investment objective, policies and restrictions applicable to the Fund Account as contained in the Funds Prospectus and Statement of Additional Information, all amendments or supplements to the Prospectus and Statement of Additional Information, and any ins tructions adopted by the Board supplemental thereto. The Trust agrees, on an ongoing basis, to promptly notify the Sub-Adviser in writing of each change in the fundamental and non-fundamental investment policies of the Fund Account and will promptly provide the Sub-Adviser with such further information concerning the investment objective, policies, restrictions and such other information applicable thereto as the Sub-Adviser may from time to time reasonably request for performance of its obligations under this Agreement. The Trust retains the right, on written notice to the Sub-Adviser or the Adviser, to modify any such objective, policies or restrictions in accordance with applicable laws, at any time.
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6. TRANSACTION PROCEDURES. All transactions will be consummated by payment to or delivery by the custodian designated by the Trust (the Custodian), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Fund Account, and the Sub-Adviser shall not have possession or custody thereof. The Sub-Adviser shall advise the Custodian and confirm in writing to the Trust and to the administrator designated by the Trust or any other designated agent of the Trust, all investment orders for the Fund Account placed by it with brokers and dealers at the time and in the manner set forth in Schedule B hereto (as amended from time to time). The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Adviser. The Trust shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Sub-Adviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian, except that it shall be the responsibility of the Sub-Adviser to take appropriate action if the Custodian fails to confirm either electronically or in writing proper execution of the instructions.
7. ALLOCATION OF BROKERAGE. The Sub-Adviser shall have authority and discretion to select brokers and dealers (including brokers that may be affiliates of the Sub-Adviser to the extent permitted by Section 7(c) hereof) to execute portfolio transactions initiated by the Sub-Adviser, and for the selection of the markets on or in which the transactions will be executed, subject to the following and subject to conformance with the policies and procedures disclosed in the Funds Prospectus and Statement of Additional Information and the policies and procedures adopted by the Board.
a. In executing portfolio transactions, the Sub-Adviser will give primary consideration to securing the best price and execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Sub-Adviser may be a party. It is understood that neither the Trust, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the Fund Accounts investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher commission to the Fund Account than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund Account with certain such brokers, subject to subsequent review by the Board from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with its services to other clients of the Sub-Adviser. The Sub-Adviser is also authorized to place orders with certain brokers for services deemed by the Adviser to be beneficial for the Fund Account; and the Sub-Adviser shall follow the directions of the Adviser or the Trust in this regard.
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b. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Account as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the best price and execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Trust in respect of the Fund Account and to such other clients.
c. The Sub-Adviser agrees that it will not execute any portfolio transactions for the Fund Account with a broker or dealer which is (i) an affiliated person of the Trust, the Adviser or any sub-adviser for any Fund Account of the Trust; (ii) a principal underwriter of the Trusts shares; or (iii) an affiliated person of such an affiliated person or principal underwriter, unless such transactions are (x) exempt under Rules 10f-3(b) or 17a-10, (y) executed in accordance with Rule 17e-1 of the 1940 Act and the Trusts Rule 17e-1 procedures, as adopted in accordance with Rule 17e-1 or (z) executed in accordance with Rule 10f-3(c) of the 1940 and the Trusts Rule 10f-3(c) procedures, as adopted in accordance with Rule 10f-3. The Adviser agrees that it will provide the Sub-Adviser with a list of such affiliated brokers and dealers.
d. The Sub-Adviser acknowledges and agrees that in connection with the exemptions provided under Rules 10f-3(b), 12d3-1, and 17a-10 under the 1940 Act, the Sub-Adviser (i) will not consult with any other sub-adviser of the Fund, which is advising the Fund, concerning the Sub-Adviser or its affiliated persons transactions with the Fund in securities or other assets of the Fund, and (ii) will be limited to providing investment advice with respect to the Fund Account.
8. PROXIES. The Adviser will vote all proxies solicited by or with respect to issuers of securities in which assets of the Fund Account may be invested from time to time.
9. REPORTS TO THE SUB-ADVISER. The Trust or its agents will provide the Sub-Adviser with such periodic reports concerning the status of the Fund Account as the Sub-Adviser may reasonably request.
10. FEES FOR SERVICES. The compensation of the Sub-Adviser for its services under this Agreement shall be calculated and paid by the Trust in accordance with the attached Schedule C.
11. OTHER INVESTMENT ACTIVITIES OF THE SUB-ADVISER. The Trust acknowledges that the Sub-Adviser or one or more of its affiliated persons may have investment responsibilities or render investment advice to or perform other investment advisory services for other individuals or entities and that the Sub-Adviser, its affiliated persons or any of its or their directors, officers, agents or employees may buy, sell or trade in any securities for its or their own respective accounts (Affiliated Accounts). Subject to the provisions of Section 7(b) hereof, the Trust agrees that the Sub-Adviser or its affiliated persons may give advice or exercise investment responsibility and take such other action with respect to other Affiliated Accounts which may differ from the advice given or the timing or nature of action taken with respect to the Fund Account, provided that the Sub-Adviser acts in good faith, and provided further, that it is the Sub-Advisers policy to allocate, within its reasonable discretion, investment opportunities to the Fund Account over a period of time on a fair and equitable basis relative to the Affiliated
4
Accounts, taking into account the investment objective and policies of the Fund Account and any specific investment restrictions applicable thereto. The Trust and Adviser acknowledges that one or more of the Affiliated Accounts may at any time hold, acquire, increase, decrease, dispose of or otherwise deal with positions in investments in which the Fund Account may have an interest from time to time, whether in transactions which involve the Fund Account or otherwise. The Sub-Adviser shall have no obligation to acquire for the Fund Account a position in any investment which any Affiliated Account may acquire, and the Fund Account shall have no first refusal, co-investment or other rights in respect of any such investment, either for the Fund Account or otherwise.
12. CERTIFICATE OF AUTHORITY. The Trust, the Adviser and the Sub-Adviser shall furnish to each other from time to time certified copies of the resolutions of their Boards of Trustees/Directors or executive committees, as the case may be, evidencing the authority of officers and employees who are authorized to act on behalf of the Trust, a Fund Account, the Adviser and/or the Sub-Adviser.
13. LIMITATION OF LIABILITY AND INDEMNIFICATION.
a. The Sub-Adviser shall not be liable for any action taken, omitted or suffered to be taken by it in its reasonable judgment, in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Agreement, or in accordance with (or in the absence of) specific directions or instructions from the Trust or the Adviser, provided, however, that such acts or omissions shall not have resulted from the Sub-Advisers willful misfeasance, bad faith, gross negligence or a reckless disregard of duty. Nothing in this Section 13 shall be construed in a manner inconsistent with Section 17(i) of the 1940 Act.
b. The Adviser shall indemnify the Sub-Adviser, its affiliates and its controlling persons (the Adviser Indemnified Persons), for any liability and expenses, including reasonable attorneys fees, howsoever arising from, or in connection with, the Advisers breach of this Agreement, or its representations and warranties herein, or as a result of the Advisers willful misfeasance, bad faith, negligence, reckless disregard of its duties hereunder, or violation of applicable law; provided, however, that the Adviser Indemnified Persons shall not be indemnified for any liability or expenses which may be sustained as a direct result of the Sub-Advisers willful misfeasance, bad faith, negligence, or reckless disregard of its duties hereunder.
c. The Sub-Adviser shall indemnify the Adviser, the Trust and each Fund, and their respective affiliates and controlling persons (the Sub-Adviser Indemnified Persons) for any liability and expenses, including reasonable attorneys fees, which the Adviser, the Trust or a Fund and their respective affiliates and controlling persons may sustain as a result of the Sub-Advisers willful misfeasance, bad faith, negligence, or reckless disregard of its duties hereunder; provided, however, that the Sub-Adviser Indemnified Persons shall not be indemnified for any liability or expenses which may be sustained as a direct result of the Advisers willful misfeasance, bad faith, negligence, or reckless disregard of its duties hereunder, or violation of applicable law.
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14. CONFIDENTIALITY. Subject to the duty of the Sub-Adviser, the Adviser and the Trust to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all material non-public information pertaining to the Fund Account and the actions of the Sub-Adviser in performing the services hereunder, the Adviser and the Trust in respect thereof.
15. ASSIGNMENT. This Agreement shall terminate automatically in the event of its assignment. The Sub-Adviser shall notify the Trust and the Adviser in writing sufficiently in advance of any proposed change of control within the meaning of the 1940 Act to enable the Trust and the Adviser to take the steps necessary to enter into a new contract with the Sub-Adviser.
16. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE TRUST. The Trust represents, warrants and agrees that:
a. The Sub-Adviser has been duly appointed by the Board to provide investment services to the Fund Account as contemplated hereby.
b. The Trust will deliver to the Sub-Adviser a true and complete copy of the Funds then current Prospectus and Statement of Additional Information as effective from time to time, and such other documents or instruments governing the investment of the Fund Account and such other information as is necessary for the Sub-Adviser to carry out its obligations under this Agreement.
c. The Trust is currently in material compliance and shall at all times continue to so comply with the requirements imposed upon the Trust by applicable law and regulations.
17. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser represents, warrants and agrees that:
a. The Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby.
b. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations.
18. REPRESENTATIONS. WARRANTIES AND AGREEMENTS OF THE SUB-ADVISER.
The Sub-Adviser represents, warrants and agrees that:
a. The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act of 1940 (ADVISERS ACT) or is a bank as defined in Section 202(a)(2) of the Advisers Act.
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b. The Sub-Adviser is registered as a Commodity Trading Advisor under the Commodity Exchange Act (CEA), as amended, with the Commodity Futures Trading Commission, or is not required to file such registration. If Sub-Adviser invests the Fund Account in commodity interests, as such term is defined under the CEA, then Sub-Adviser shall conduct such investments so that the Fund remains in compliance with Rule 4.5 under the CEA. Upon request, Adviser will provide such information to Sub-Adviser as it may require in order to ascertain its compliance with Rule 4.5, and Sub-Adviser will provide Adviser with reasonably detailed calculations demonstrating Sub-Advisers compliance with Rule 4.5.
c. The Sub-Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations.
d. The Sub-Adviser will maintain, keep current and preserve on behalf of the Trust, in the manner required or permitted by the 1940 Act, the records identified in Schedule B. The Sub-Adviser agrees that such records (unless otherwise indicated on Schedule B) are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Sub-Adviser agrees to keep confidential all records of the Trust and information relating to the Trust, unless the release of such records or information is otherwise consented to in writing by the Trust or the Adviser. The Trust and the Adviser agree that such consent shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings or when required to divulge such information or records to duly constituted authorities.
e. The Sub-Adviser will complete such reports concerning purchases or sales of securities on behalf of the Fund Account as the Adviser or the Trust may from time to time require to assure compliance with the 1940 Act, the Internal Revenue Code, applicable state securities laws and applicable statutes and regulations of foreign jurisdictions.
f. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Section 204A of the Advisers Act and has provided the Trust with a copy of the code of ethics and evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year while this Agreement is in effect, the president or a vice president or general partner of the Sub-Adviser shall certify to the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Section 204A during the previous year and that there has been no material violation of the Sub-Advisers code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Trust, the Sub-Adviser shall permit the Trust, its employees or its agents to examine the reports required to be made to the Sub-Adviser by Rule 17j-1(d)(1).
g. The Sub-Adviser shall promptly provide the Trusts Chief Compliance Officer (CCO) with copies of: (i) the Sub-Advisers policies and procedures for compliance by the Sub-Adviser with the Investment Advisers Act of 1940 and all other Federal Securities Laws applicable to it in its capacity as Sub-Adviser (together, the Sub-Adviser Compliance Procedures); and (ii) any material changes to the Sub-Adviser Compliance Procedures. The Sub-Adviser shall cooperate fully with the Trust CCO so as to facilitate the Trust CCOs
7
performance of the Trust CCOs responsibilities under Rule 38a-1 to review, evaluate and report to the Board on the operation of the Sub-Adviser Compliance Procedures, and shall promptly report to the Trust CCO any Material Compliance Matter arising under the Sub-Adviser Compliance Procedures involving the Fund Account. The Sub-Adviser shall provide to the Trust CCO: (i) quarterly reports confirming the Sub-Advisers compliance with the Sub-Adviser Compliance Procedures in managing the Fund Account, and (ii) certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1(e)(2)) involving the Sub-Adviser that arose under the Sub-Adviser Compliance Procedures that affected the Fund Account. At least annually, the Sub-Adviser shall provide a certification to the Trust CCO confirming that the Sub-Adviser has in place and has implemented policies and procedures that are reasonably designed to ensure compliance by the Sub-Adviser with the Federal Securities Laws.
h. The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trusts portfolio holdings to any person or entity other than the Adviser, the Trusts custodian, or other persons permitted under such policies and procedures or expressly designated by the Adviser.
i. The Sub-Adviser shall promptly provide information as requested by the Adviser or the Board to assist them or their agents in the determination of the fair value of portfolio securities and assets that are held in the Fund Account for the purpose of calculating the Funds net asset value in accordance with procedures and methods established by the Board. The Sub-Adviser shall on a daily basis monitor the valuation of all of the securities and assets in the Fund Account. The Sub-Adviser shall promptly notify the Adviser if, for any reason, the Sub-Adviser believes that the price of any security or other asset in the Fund Account might not be reliable.
j. The Sub-Adviser will promptly after filing with the Securities and Exchange Commission an amendment to its Form ADV furnish a copy of such amendment to the Trust and the Adviser.
k. The Sub-Adviser will immediately notify the Trust and the Adviser of the occurrence of any event which would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or otherwise. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund Account.
l. The Sub-Adviser will provide the Adviser with information (including information that is required to be disclosed in the Prospectus) with respect to the portfolio managers responsible for the Fund Account, any changes in the portfolio managers responsible the Fund Account, any changes in the ownership or management of the Sub-Adviser, or of material changes in the control of the Sub-Adviser. The Sub-Adviser will promptly notify the Adviser of any pending investigation, material litigation, administrative proceeding or any other significant regulatory inquiry regarding Sub-Adviser, its employees or its business. Upon reasonable request, the Sub-Adviser will make available its officers and employees to meet with the Board in person to review the Fund Account.
8
m. In the performance of its duties hereunder, the Sub-Adviser 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 Fund, the Trust or the Adviser in any way or otherwise be deemed an agent of the Fund, the Trust or the Adviser.
n. The Sub-Adviser shall provide the Trust with historical performance information on similarly managed investment companies or other accounts to be included in the Prospectus or for any other uses permitted by applicable law.
19. AMENDMENT. This Agreement may be amended at any time, but only by written agreement among the Sub-Adviser, the Adviser and the Trust, which amendment, other than amendments to Schedules A and B, is subject to the approval of the Board and, to the extent required by the 1940 Act, the shareholders of the Fund in the manner required by the 1940 Act and the rules thereunder, subject to any applicable orders of exemption issued by the Securities and Exchange Commission.
20. EFFECTIVE DATE; TERM. The initial term of this Agreement shall commence on the date first written above and shall end on September 30, 2016. This Agreement shall continue in force from each October 1 through September 30 after the initial term, but only so long as such continuance is specifically approved at least annually by the vote of a majority of the Trustees who are not interested persons of the Trust, the Adviser or the Sub-Adviser, cast in person at a meeting called for the purpose of voting on such approval, and by a vote of the Board or of a majority of the outstanding voting securities of the Fund. The aforesaid requirement that this Agreement may be continued annually shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder.
21. TERMINATION.
a. This Agreement may be terminated by the Trust (by a vote of the Board or by a vote of a majority of the outstanding voting securities of the Fund), without the payment of any penalty, (i) immediately upon written notice to the other parties hereto, in the event of a material breach of any provision thereof by the party so notified, or (ii) otherwise by the Trust upon not more than thirty (30) days written notice to the other parties hereto, but any such termination shall not affect the status, obligations or liabilities of any party hereto to the others.
b. This Agreement may also be terminated by the Adviser or the Sub-Adviser, without the payment of any penalty (i) immediately upon written notice to the other parties hereto, in the event of a material breach of any provision thereof by the party so notified if such breach shall not have been cured within a 20-day period after notice of such breach, or (ii) otherwise by the Adviser or the Sub-Adviser upon not more than sixty (60) days written notice to the other parties hereto, but any such termination shall not affect the status, obligations or liabilities of any party hereto to the others.
22. DEFINITIONS. As used in this Agreement, the terms affiliated person, assignment, control, interested person, principal underwriter and vote of a majority of the outstanding voting securities shall have the meanings set forth in the 1940 Act and the rules and regulations thereunder, subject to any applicable orders of exemption issued by the Securities and Exchange Commission.
9
23. NOTICE. Any notice under this Agreement shall be given in writing addressed and delivered or mailed, postage prepaid, to the other parties to this Agreement at their principal place of business.
24. SEVERABILITY. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
25. GOVERNING LAW. To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of Delaware.
26. ENTIRE AGREEMENT. This Agreement and the Schedules attached hereto embodies the entire agreement and understanding between the parties.
[The remainder of the page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed, as of the day and year first written above.
WILMINGTON FUNDS | ||
on behalf of the Wilmington Multi-Manager Alternatives Fund | ||
By: |
/s/ John C. McDonnell |
|
Name: | John C. McDonnell | |
Title: | Vice President | |
ANALYTIC INVESTORS, LLC | ||
By: |
/s/ Michael Brogan |
|
Name. | Michael Brogan | |
Title: | Managing Director | |
WILMINGTON FUNDS MANAGEMENT CORPORATION | ||
By: |
/s/ John J. Kelley |
|
Name: | John J. Kelley | |
Title: | President |
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SCHEDULE A
OPERATING PROCEDURES
From time to time the Adviser shall issue written Operating Procedures which shall govern reporting of transactions and other matters so as to facilitate (i) the monitoring of the Trusts compliance with the restrictions and limitations applicable to the operations of a registered investment company and (ii) the preparation of reports to the Board of Trustees, regulatory authorities and shareholders.
SUBSTANTIVE LIMITATIONS
A. The Sub-Adviser will manage the Fund Account as if the Fund Account were a registered investment company subject to the investment objective, policies and limitations applicable to the Fund stated in the Trusts Prospectus and Statement of Additional Information, as from time to time in effect, included in the Trusts registration statement or a supplement thereto under the Securities Act of 1933 and the Investment Company Act of 1940 (the 1940 ACT), as each may be amended from time to time; provided, however, that if a more stringent restriction or limitation than any of the foregoing is stated in Section B of this Schedule, the more stringent restriction or limitation shall apply to the Fund Account.
B. The Sub-Adviser shall not, without the written approval of the Adviser, on behalf of the Fund Account:
1. purchase securities of any issuer if such purchase would cause more than 10 % of the voting securities of such issuer to be held in the Fund Account (1940 Act ss.5(b)(1); IRC ss.851(b)(4)(a)(ii));
2. purchase securities if such purchase would cause:
a. more than 3% of the outstanding voting stock of any other investment company to be held in the Fund Account (1940 Act ss.l2(d)(1)(A)(i)),
b. securities issued by any other investment company having an aggregate value in excess of 5% of the value of the total assets in the Fund Account to be held in the Fund Account (1940 Act ss.12(d)(1)(A)(ii)),
c. securities issued by all other investment companies (other than Treasury Stock) having an aggregate value in excess of 10% of the value of the total assets of the Fund Account to be held in the Fund Account (1940 Act ss.12(d)(1)(A)(iii)),
d. more than 10% of the outstanding voting stock of any registered closed-end investment company to be held in the Fund Account, and by any other investment company having as its investment adviser any of the Sub-Advisers, the Adviser, or any other investment adviser to the Trust (1940 Act ss.12(d)(1)(C));
12
3. purchase securities of any insurance company if such purchase cause more than 10% of the outstanding voting securities of any insurance company to be held in the Fund Account (1940 Act ss.12(d)(2)); or
4. purchase securities of or any interest in any person who is a broker, a dealer, is engaged in the business of underwriting, is an investment adviser to an investment company or is a registered investment adviser under the Investment Advisers of 1940 unless
a. such purchase is of a security of any issuer that, in its most recent fiscal year, derived 15% or less of its gross revenues from securities-related activities (1940 Act Rule 12d3-1(a)), or
b. despite the fact that such purchase is of any of any issuer that derived more than 15% of its gross revenues from securities-related activities:
(1) immediately after the purchase of any equity security, the Fund Account would not own more than 5% of outstanding securities of that class of the issuers equity securities (1940 Act Rule 12d3-1(b)(1));
(2) immediately after the purchase of any debt security, the Fund Account would not own more than 10% of the outstanding principal amount of the issuers debt securities (1940 Act Rule 12d3-1(b)(2)); and
(3) immediately after the purchase, not more than 5% of the value of the Fund Accounts total assets would be invested in the issuers securities (1940 Act Rule 12d3-1(b)(3)).
C. The Sub-Adviser will manage the Fund Account so that no more than 10% of the gross income of the Fund Account is derived from any source other than dividends, interest, payments with respect to securities loans (as defined in IRC ss.512(a)(5)), and gains from the sale or other disposition of stock or securities (as defined in the 1940 Act ss.2(a)(36)) or foreign currencies, or other income (including, but not limited to, gains from options, futures, or forward contracts) derived with respect to the Funds business of investing in such stock, securities, or currencies (IRC ss.851(b)(2)).
Dated: September 25, 2015
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SCHEDULE B
RECORD KEEPING REQUIREMENTS
RECORDS TO BE MAINTAINED BY THE SUB-ADVISER:
A. Rule 31a-1(b)(5) and (6)). A record of each brokerage order, and all other portfolio purchases and sales, given by the Sub-Adviser on behalf of the Fund Account for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include:
1. | the name of the broker; |
2. | the terms and conditions of the order and of any modification or cancellation thereof; |
3. | the time of entry or cancellation; |
4. | the price at which executed; |
5. | the time of receipt of a report of execution; and |
6. | the name of the person who placed the order on behalf of the Fund Account. |
B. (Rule 31a-1(b)(9)). A record for each fiscal quarter, completed wi thin ten (10) days after the end of the quarter, showing specifically the basis or bases (e.g. execution ability, execution and research) upon which the allocation of orders for the purchase and sale of portfolio securities to named brokers or dealers was effected, and the division of brokerage co mmi ssions or other compensation on such purchase and sale orders. Such record:
1. shall include the consideration given to:
a. the sale of shares of the Trust by brokers or dealers;
b. the supplying of services or benefits by brokers or dealers to:
(1) the Trust,
(2) the Adviser,
(3) the Sub-Adviser, and
(4) any person other than the foregoing; and
c. any other consideration other than the technical qualifications of the brokers and dealers as such;
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2. shall show the nature of the services or benefits made available;
3. shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation; and
4. shall show the name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation.
C. (Rule 31a-1(b)(10)). A record in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of Fund securities. Where an authorization is made by a committee or group, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or authorizing the purchase or sale of Fund securities and such other information as is appropriate to support the authorization.
D. (Rule 3la-1(f)). Such accounts, books and other documents as are required to be maintained by registered investment advisers by rule adopted under Section 204 of the Investment Advisers Act of 1940, to the extent such records are necessary or appropriate to record the Sub-Advisers transactions with respect to the Fund Account.
Dated: September 25, 2015
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SCHEDULE C
FEE SCHEDULE
For the services to be provided to the Fund pursuant to the attached Sub-Advisory Agreement, the Fund shall pay the Sub-Adviser an annual fee calculated as follows:
75 basis points (0.75%) of the first $20 million of assets; and
70 basis points (0.70%) of the next $80 million of assets; and
62.5 basis points (0.625%) of assets in excess of $100 million.
The fee shall be payable monthly as soon as practicable after the last day of each month based on the Fund Accounts average daily net assets.
Dated: September 25, 2015
16
Consent of Independent Registered Public Accounting Firm
We consent to the references to our firm under the caption Financial Highlights in the Prospectus and Independent Registered Public Accounting Firm in the Statement of Additional Information and to the incorporation by reference in this Registration Statement (Form N-1A) (Post-Effective Amendment No. 114 to File No. 33-20673) of Wilmington Funds of our reports dated June 29, 2016 on the financial statements and financial highlights of the Wilmington U.S. Government Money Market Fund, Wilmington U.S. Treasury Money Market Fund, Wilmington Broad Market Bond Fund, Wilmington Intermediate-Term Bond Fund, Wilmington Short-Term Bond Fund, Wilmington Municipal Bond Fund, Wilmington New York Municipal Bond Fund, Wilmington Large-Cap Strategy Fund, Wilmington Multi-Manager International Fund, Wilmington Multi-Manager Alternatives Fund, Wilmington Multi-Manager Real Asset Fund, Wilmington Strategic Allocation Conservative Fund, Wilmington Strategic Allocation Moderate Fund and Wilmington Strategic Allocation Aggressive Fund (fourteen of the series constituting the Wilmington Funds) (the Funds) included in the April 30, 2016 Annual Reports to shareholders.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
August 24, 2016
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints the Secretary and Assistant Secretary of Wilmington Funds and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution for them and in his name, place and stead, in any and all capacities, to sign any and all documents to be filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, the Securities Exchange Act of 1934 and the Investment Company Act of 1940, by means of the Securities and Exchange Commissions electronic disclosure system known as EDGAR; and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to sign and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
SIGNATURES |
TITLE |
DATE |
||
/s/ Donald E. Foley Donald. E. Foley |
Trustee |
Your Global Investment Authority
Policy
PIMCOs Code of Ethics sets out standards of conduct to help you avoid potential conflicts of interest that may arise from your actions and your personal securities transactions.
All employees must read and understand the Code.
Effective Date: | May 2009 | |
Revised Date: | March 2014 | |
January 2015 | ||
July 2015 |
PIMCOS CODE OF ETHICS:
SUMMARY OF CONDUCT AND PERSONAL TRADING RULES*
PIMCOs Code of Ethics (Code) contains the rules that govern your conduct and personal trading. These rules are summarized below. Please see the Code for more details.
You have the following Fundamental Responsibilities:
| You have a duty to place the interests of Clients first |
| You must avoid any actual or potential conflict of interest |
| You must not take inappropriate advantage of your position at PIMCO |
| You must comply with all applicable Securities and Commodities Laws |
You must preclear and receive approval for your Personal Securities Transactions. A Personal Securities Transaction is a very broad concept and includes transactions in Securities, Derivatives, currencies for investment purposes and commodities for investment purposes. Make sure you know whether your trade is covered by this Code by checking the definitions found in Appendix I. You can preclear and receive approval for your trade by the following two-step process:
Step 1: To preclear a trade, you must input the details of the proposed trade into the TradeClear system (accessible through the Intranet or via this link ) and follow the instructions.
Step 2: You will receive notification as to whether your proposed trade is approved or denied. If your proposed trade is approved, the approval is valid for the day on which the approval was granted and the following business day, unless you are notified differently by a Compliance Officer. If you do not execute your transaction within the required timeframe or if the information in your request changes, you must repeat the preclearance process prior to undertaking the transaction.
* | Capitalized terms are defined in Appendix I. |
Certain types of transactions, such as purchases or sales of government securities and open-end mutual funds do not require preclearance and approval. See Sections III.C.2 and III.C.3 of the Code for specific guidance.
Black-Out Periods for Portfolio Persons:
| Purchases or sales within seven calendar days before a Client trade in the same Security, Derivative, commodity or currency Financial Instrument or any Related Financial Instrument (each as defined in Appendix I) |
| Purchases or sales within three calendar days following a Client trade in the same Financial Instrument or any Related Financial Instrument |
Provisions that may restrict your Personal Securities Transactions:
| When there are pending client orders in the same Financial Instrument or a Related Financial Instrument |
| Initial public offerings (with certain exceptions for fixed income and other securities) |
| Private Placements and hedge funds |
| Investments in Allianz SE |
| Black-out periods in closed-end funds advised or subadvised by PIMCO |
| Securities on PIMCOs Trade Restricted Securities List |
| Section 16 holding periods |
The Code has other requirements in addition to those summarized above. Please review the entire Code. Remember that you can be sanctioned for failing to comply with the Code. If you have any questions, please ask a Compliance Officer.
CODE OF ETHICS | JULY 2015 2
PIMCO CODE OF ETHICS
I. Introduction
This Code of Ethics (this Code) sets out standards of conduct to help PIMCOs directors, officers and employees (each, an Employee and collectively, the Employees) 1 avoid potential conflicts that may arise from their actions and their Personal Securities Transactions. You must read and understand this Code. 2 A Compliance Officer is the person responsible for administering this Code and can assist you with any questions.
II. Your Fundamental Responsibilities
PIMCO insists on a culture that promotes honesty and high ethical standards. This Code is intended to assist Employees in meeting the high ethical standards PIMCO follows in conducting its business. The following general fiduciary principles must govern your activities:
| You have a duty to place the interests of Clients first |
| You must avoid any actual or potential conflict of interest |
| You must not take inappropriate advantage of your position at PIMCO |
| You must comply with all applicable Securities and Commodities Laws |
If you violate this Code or its associated policies and procedures PIMCO may impose disciplinary action against you, including fines, disgorgement of profits, and possibly suspension and/or dismissal.
III. Personal Investments
A. | In General |
In general, when making personal investments you must exercise extreme care to ensure that you do not violate this Code and your fiduciary duties. You may not take inappropriate advantage of
1 | PIMCOs supervised persons also include certain employees of PIMCO Investments, PIMCOs affiliated broker-dealer. Additionally, employees of certain non-U.S. affiliates of PIMCO are known as Associated Persons. Associated Persons are subject to the respective Code of Ethics of the affiliate with whom they are employed. |
2 | Capitalized terms are defined in Appendix I. |
CODE OF ETHICS | JULY 2015 3
your position at PIMCO in connection with your personal investments. This Code covers the personal investments of all Employees and their Immediate Family Members (e.g., persons sharing the same household as the Employee). Therefore, you and your Immediate Family Members must conduct all your personal investments consistent with this Code.
B. | Disgorging Short-Term Trading Profits (30 Calendar Day Rule) |
PIMCO discourages short-term trading strategies. In any event, excessive or inappropriate trading that interferes with job performance, or compromises the duty that PIMCO owes to its Clients, will not be tolerated. Employees must always conduct their personal trading activities lawfully, properly and responsibly.
PIMCO employees shall disgorge any gains that result from entering into a position in a Financial Instrument that requires preclearance under the Code (as provided in Section III.C.) and then affirmatively executing an opposite way transaction (buying and then selling, or selling and then buying at a lower price) in the same Financial Instrument within 30 calendar days.
For purposes of the 30 calendar day calculation, the date of the transaction is considered day one. Please note, profits are calculated differently under this rule than they would be for tax purposes. Also, it is important to know that transaction costs and potential tax liabilities will NOT be offset against the amount that must be surrendered under this rule. 3
Profits from such trades must be disgorged in a manner acceptable to a Compliance Officer. Any disgorgement amount shall be calculated by the Compliance Officer or their designee(s), the calculation of which shall be binding.
Note, an option transaction containing an initial expiration date within 30 calendar days of purchase or sale is considered to be a short-term trading strategy and is subject to the 30 Calendar Day Rule.
3 | For example, if a purchase is considered to be made on day one, calendar day 31 is the first day a sale of the same Financial Instrument may be made without having to disgorge any gains (assuming there were no additional purchases of the same Financial Instrument during that time period). You may sell the same Financial Instrument at a loss within 30 calendar days (subject to preclearance approval, where applicable). |
CODE OF ETHICS | JULY 2015 4
The following transactions are excluded from the 30 Calendar Day Rule:
1. | Transactions that are exempt from the preclearance and approval requirement as provided in Sections III.C.2 and III.C.3 of the Code (i.e., Exempt Reportable Transactions and Exempt Transactions as defined below). |
2. | Transactions that roll forward options or Futures; that is, the simultaneous closing and opening of options or Futures solely in order to extend the expiration or maturity of the initial position to the month immediately following such expiration or maturity, but that otherwise maintains the economic features (e.g., size and strike price) of the position (when a transaction is rolled forward the transaction date for purposes of calculating compliance with the 30 Calendar Day Rule will be the date of the initial purchase and not the date of the roll forward transaction). |
Note: Notwithstanding the exclusion from the 30 Calendar Day Rule, transactions that roll forward options or Futures positions are still subject to the applicable preclearance requirements of the Code.
3. | Transactions in cash-equivalent ETFs provided permission is obtained from Compliance in advance. |
4. | Transactions in which the gains to be disgorged pursuant to the 30 Calendar Day Rule amount to less than $25. |
Prior to transacting, all Employees must represent in their
preclearance request that the transaction is not in contravention of
the 30 Calendar Day Rule.
C. | Preclearance and Approval of Personal Securities Transactions |
You must preclear and receive prior approval for all your Personal Securities Transactions unless your Personal Securities Transaction is subject to an exception under this Code.
The Preclearance and Approval Process described below applies to all Employees and their Immediate Family Members.
CODE OF ETHICS | JULY 2015 5
1. | Preclearance and Approval Process |
Preclearance and approval of Personal Securities Transactions helps PIMCO prevent certain investments that may conflict with Client trading activities. Except as provided in Sections III.C.2 and III.C.3 below, you must preclear and receive prior approval for all Personal Securities Transactions by following the two-step preclearance and approval process:
The Preclearance and Approval Process is a two-step process:
Step 1: To preclear a trade, you must input the details of the proposed trade into the TradeClear system (accessible through the Intranet or via this link ) and follow the instructions. See Sections III.C.2 and III.C.3 for certain transactions that do not require preclearance and approval.
Step 2: You will receive notification as to whether your proposed trade is approved or denied. If your proposed trade is approved, the approval is valid for the day on which the approval was granted and the following business day, unless you are notified differently by a Compliance Officer. If you do not execute your transaction within the required timeframe or if the information in your preclearance request changes, you must repeat the preclearance process prior to undertaking the transaction.
Note: If you place a Good-until-Canceled (GTC) or Limit Order and the order is not fully executed or filled by the end of the following business day (midnight local time), you must repeat the preclearance process.
2. | Transactions Excluded from the Preclearance and Approval Requirement (but still subject to the Reporting Requirements) |
You are not required to preclear and receive prior approval for the following Personal Securities Transactions, although you are still responsible for complying with the reporting requirements of Section V of this Code for these transactions (each, an Exempt Reportable Transaction):
a. | Purchases or sales of direct obligations of the U.S. Government or any other national government; |
b. | The acquisition or disposition of a Financial Instrument as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to such holders of a class of Financial Instrument or, with respect to Financial Instruments except Futures, assignment or call pursuant to an options contract; |
CODE OF ETHICS | JULY 2015 6
c. | Transactions in open-end mutual funds managed or sub- advised by PIMCO or an Allianz affiliated entity (i.e., funds managed or sub-advised by PIMCO or an Allianz affiliated entity must be reported but do not need to be precleared). The Compliance department has access to information on the holdings in your PIMCO 401(k) and deferred compensation plans; |
d. | Transactions in any Non-Discretionary Account (i) over which neither you nor an Immediate Family Member exercises investment discretion; (ii) have no notice of specific transactions prior to execution; or (iii) otherwise have no direct or indirect influence or control. You must still report the account, including the name of any broker, dealer or bank with which you have an account. You must contact the Compliance Officer if you have this type of account; and |
e. | Transactions in accounts held on automated asset allocation platforms over which neither you nor an Immediate Family Member exercises any investment discretion, including with respect to the Financial Instruments involved in such transactions and the allocation percentages utilized within the asset allocation platform. You must contact the Compliance Officer if you have this type of account. |
It is important to remember that transactions in Closed-End Funds and
ETFs are subject to the preclearance and blackout period
requirements.
3. | Transactions Excluded from the Preclearance and Approval Requirement and Reporting Requirements |
All Personal Securities Transactions by Employees must be reported under the Code with a few limited exceptions set forth below. The following Personal Securities Transactions are exempt from the reporting requirements provided in Section V of the Code (each, an Exempt Transaction):
a. | Purchases or sales of bank certificates of deposit (CDs), bankers acceptances, commercial paper and other high quality short-term debt instruments (with a maturity of less than one year), including repurchase agreements; |
b. | Purchases which are made by reinvesting dividends (cash or in-kind) on a Financial Instrument including reinvestments pursuant to an Automatic Investment Plan; |
CODE OF ETHICS | JULY 2015 7
c. | Purchases or sales of physical currencies and physical commodities; |
d. | Purchases or sales of open-end mutual funds not managed or sub-advised by PIMCO or an Allianz affiliated entity (i.e., openend mutual funds are not required to be reported unless the fund is managed or sub-advised by PIMCO or an Allianz affiliated entity). Transactions in open-end funds do not need to be precleared; and |
e. | Purchases or sales of unit investment trusts that are invested exclusively in one or more open-end mutual funds that are not advised or sub-advised by PIMCO or an Allianz affiliated entity. |
D. | Additional Requirements Applicable to Portfolio Persons |
If you are a Portfolio Person 4 with respect to a Client transaction, you are subject to the blackout periods listed below. Note that transactions that do not require preclearance under Sections III.C.2 and III.C.3. of the Code are not subject to these blackout periods:
1. | Purchases and sales within seven calendar days prior to a Client trade |
A Portfolio Person may not transact in a Financial Instrument within seven calendar days before transacting in the same Financial Instrument or a Related Financial Instrument if the Portfolio Person intends, or knows of another Portfolio Persons intention, to transact in the same Financial Instrument for a Client.
Specific conditions for research analysts
A research analyst may not transact in the same Financial Instrument or a Related Financial Instrument that such research analyst is analyzing for a Client (whether such analysis was requested by another person or was undertaken on the research analysts own initiative). Such prohibition remains in effect until
4 | See Appendix I for the definition of Portfolio Person. Generally, a Portfolio Person with respect to a Client trade includes the generalist portfolio manager for the Client account, the specialist portfolio manager or trading assistant with respect to the transactions in that account attributable to that specialist or trading assistant, any research analyst that played a role in researching or recommending a particular Financial Instrument, and members of portfolio risk management. |
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the research analyst is notified in writing that the Financial Instrument has been selected or rejected for purchase or sale for a Client account or until the research analyst obtains permission to transact in the same Financial Instrument or a Related Financial Instrument from a senior supervisor and a Compliance Officer.
2. | Purchases and sales within three calendar days following a Client trade |
A Portfolio Person may not transact in a Financial Instrument within three calendar days (i) after transacting in the same Financial Instrument or a Related Financial Instrument for a Client; or (ii) after a Clients transaction in the same Financial Instrument or a Related Financial Instrument if the Portfolio Person knows that another Portfolio Person has transacted in such Financial Instrument or a Related Financial Instrument for a Client.
Prior to transacting, Portfolio Persons must represent in their
preclearance request that they are not aware of any pending trades
or proposed trades in the next seven calendar days in the same
Financial Instrument or a Related Financial Instrument for any Client.
Please consider the timing of your personal trades carefully.
E. | Provisions that May Restrict Your Trading |
If your Personal Securities Transaction falls within one of the following categories, it will generally be denied by the Compliance Officer. It is your responsibility to initially determine if any of the following categories apply to your situation or transaction:
1. | Pending Orders |
If the aggregate market value of your transaction in the Financial Instrument requiring preclearance over a 30 calendar day period across all your Personal Brokerage Accounts exceeds $25,000 and (i) the Financial Instrument or a Related Financial Instrument has been purchased or sold by a Client on that day; or (ii) there is a pending Client order in the Financial Instrument or a Related Financial Instrument then you CANNOT trade the Financial Instrument or any Related Financial Instrument on the same day and your preclearance request will be denied . This prohibition is in addition to any other requirements or prohibitions in this Code that may be applicable (e.g., under III.D. Additional Requirements Applicable to Portfolio Persons).
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As a general matter, transactions up to $250,000 per day in common stock publicly issued by an issuer, and options thereon, included in the Standard & Poors 500 Index (S&P 500 ® Index) will be permitted (subject to any other applicable requirements of the Code, such as the preclearance and blackout period requirements). Note, with respect to an option transaction, the $250,000 per day is measured by the underlying notional value of the option.
2. | Initial Public Offerings, Private Placements and Investments in Hedge Funds |
As a general matter, you should expect that most preclearance requests involving initial public offerings (except for fixed-income, preferred, business development companies, registered investment companies, commodity pools and convertible securities offerings) will be denied. If your proposed transaction is an initial public offering, a private placement, or an investment in a hedge fund, the Compliance Officer will determine whether the investment opportunity should be reserved for Clients.
3. | Allianz SE Investments |
You may not trade in shares of Allianz SE during any designated blackout period. In general, the trading windows end six weeks prior to the release of Allianz SE annual financial statements and two weeks prior to the release of Allianz SE quarterly results. This restriction applies to the exercise of cash-settled options or any kind of rights granted under compensation or incentive programs that completely or in part refer to Allianz SE. Allianz SE blackout dates are communicated to employees and are posted on the employee trading center. A list of such blackout periods is available here .
4. | Blackout Period in any Closed End Fund Advised or Sub-Advised by PIMCO |
You may not trade any closed end fund advised or sub-advised by PIMCO during a designated blackout period. A list of such blackout periods is available here .
5. | Trade Restricted Securities List |
The Legal and Compliance department maintains and periodically updates the Trade Restricted Securities List that contains certain securities that may not be traded by Employees. The Trade Restricted Securities List is not distributed to employees, but requests to purchase or sell any security on the Trade Restricted Securities List will be denied.
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6. | Section 16 Holding Periods |
If you are a reporting person under Section 16 of the Securities Exchange Act of 1934, with respect to any closed end fund advised or subadvised by PIMCO, you are subject to a six month holding period and you must make certain filings with the SEC. It is your responsibility to determine if you are subject to Section 16 requirements and to arrange for appropriate filings. Please consult a Compliance Officer for more information.
F. | Your Actions are Subject to Review by a Compliance Officer and Your Supervisor |
The Compliance Officer may undertake such investigation as he or she considers necessary to determine if your proposed trade complies with this Code, including post-trade monitoring. The Compliance Officer may impose measures intended to avoid potential conflicts of interest or to address any trading that requires additional scrutiny.
In addition to the Compliance Officer, your supervisor may, unless restricted by relevant regulations, review your personal trading activity on a periodic or more frequent basis. This individual will work with the Compliance Officer on any such reviews.
G. | Consequences for Violations of this Code |
1. | If determined appropriate by the General Counsel or Compliance Officer you may be subject to remedial actions (a) if you violate this Code; or (b) to protect the integrity and reputation of PIMCO even in the absence of a proven violation. Such remedial actions may include, but are not limited to, full or partial disgorgement of the profits you earned on an investment transaction, imposition of a fine, censure, demotion, suspension or dismissal, or any other sanction or remedial action required or permitted by law, rule or regulation. As part of any remedial action, you may be required to reverse an investment transaction and forfeit any profit or to absorb any loss from the transaction. |
2. | PIMCOs General Counsel or Compliance Officer shall have the authority to determine whether you have violated this Code and, if so, to impose the remedial actions they consider appropriate or required by law, rule or regulation. In making |
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their determination, the General Counsel or Compliance Officer may consider, among other factors, the gravity of your violation, the frequency of your violations, whether any violation caused harm or the potential of harm to a Client, your efforts to cooperate with their investigation, and your efforts to correct any conduct that led to a violation. |
IV. Your Ongoing Obligations under this Code
This Code imposes certain ongoing obligations on you. If you have any questions regarding these obligations please contact the Compliance Officer.
A. | Insider Trading |
The fiduciary principles of this Code and Securities and Commodities Laws prohibit you from trading based on material, non-public information (MNPI) received from any source or communicating this information to others. 5 If you believe you may have access to material, non-public information or are unsure about whether information is material or non-public, please consult a Compliance Officer and the PIMCO MNPI Policy . Any violation of PIMCOs MNPI Policy may result in penalties that could include termination of employment with PIMCO.
B. | Compliance with Securities Laws |
You must comply with all applicable Securities and Commodities Laws.
C. | Duty to Report Violations of this Code |
You are required to promptly report any violation of this Code of which you become aware, whether your own or another Employees. Reports of violations other than your own may be made anonymously and confidentially to the Compliance Officer.
5 | As described in Section III.C.2, purchases or sales of open-end mutual funds managed or sub-advised by PIMCO are exempt from the preclearance and approval process; however, the insider trading prohibition described above applies to MNPI received with respect to an open-end mutual fund advised or sub-advised by PIMCO or its affiliates. Non-public information regarding a mutual fund is MNPI if such information could materially impact the funds net asset value. |
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V. | Your Reporting Requirements |
A. | On-Line Certification of Receipt and Quarterly Compliance Certification |
You will be required to certify your receipt of this Code. On a quarterly basis you must certify that any personal investments effected during the quarter were done in compliance with this Code. You will also be required to certify your ongoing compliance with this Code on a quarterly basis. Required certifications must be completed within 30 calendar days following the end of the quarter.
B. | Reports of Securities Holdings |
You and your Immediate Family Members must report all your Personal Brokerage Accounts and all transactions in your Personal Brokerage Accounts unless the transaction is an Exempt Transaction. You must agree to allow your broker-dealer to provide the Compliance Officer with electronic reports of your Personal Brokerage Accounts and transactions and to allow the Compliance department to access all Personal Brokerage Account information. You will also be required to certify that you have reported all of your Personal Brokerage Accounts to the Compliance Officer on a quarterly basis. Required certifications must be completed within 30 calendar days following the end of the quarter.
1. | Approved Brokers |
You and your Immediate Family Members must maintain your Personal Brokerage Accounts with an Approved Broker. The list of Approved Brokers is available here .
If you maintain a Personal Brokerage Account at a broker-dealer other than at an Approved Broker, you will need to close those accounts or transfer them to an Approved Broker within a specified period of time as determined by the Compliance Officer. Upon opening a Personal Brokerage Account at an Approved Broker, Employees are required to disclose the Personal Brokerage Account to the Compliance Officer. By maintaining your Personal Brokerage Account with one or more of the Approved Brokers, you and your Immediate Family Members quarterly and annual trade summaries will be sent directly to the Compliance department for review.
2. | Initial Holdings Report |
Within ten calendar days of becoming an Employee, you must submit to the Compliance Officer an Initial Report of Personal Brokerage Accounts and all holdings in securities except Exempt Transactions. Please contact the Compliance Officer if you have not already completed this Initial Report of Personal Brokerage Accounts.
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3. | Quarterly and Annual Holdings Report |
If you maintain Personal Brokerage Accounts with broker-dealers who are not on the list of Approved Brokers, please contact the Compliance Officer to arrange for providing quarterly and annual reports.
4. | Changes in Your Immediate Family Members |
You must promptly notify a Compliance Officer of any change to your Immediate Family Members (e.g., as a result of a marriage, divorce, legal separation, death, adoption, movement from your household or change in dependence status) that may affect the Personal Brokerage Accounts for which you have reporting or other responsibilities.
VI. | Compliance Department Responsibilities |
A. | Authority to Grant Waivers of the Requirements of this Code |
The Compliance Officer, in consultation with PIMCOs General Counsel, has the authority to exempt any Employee or any personal investment transaction from any or all of the provisions of this Code if the Compliance Officer determines that such exemption would not be against the interests of any Client and is consistent with applicable laws and regulations, including Rule 204A-1 under the Advisers Act and Rule 17j-1 under the Investment Company Act. The Compliance Officer will prepare and file a written memorandum of any exemption granted, describing the circumstances and reasons for the exemption.
B. | Annual Report to Boards of Funds that PIMCO Advises or Sub-Advises |
PIMCO will furnish a written report annually to the directors or trustees of each fund that PIMCO advises or sub-advises. Each report will describe any issues arising under this Code, or under procedures implemented by PIMCO to prevent violations of this Code, since PIMCOs last report, including, but not limited to, information about material violations of this Code, procedures and sanctions imposed in response to such material violations, and certify that PIMCO has adopted procedures reasonably necessary to prevent its Employees from violating this Code.
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C. | Maintenance of Records |
The Compliance Officer will keep all records maintained at PIMCOs primary office for at least two years and will otherwise keep in an easily accessible place for at least five years from the end of either the fiscal year in which the document was created or the last fiscal year during which the document was effective or in force, whichever is later. Such records include: copies of this Code and any amendments hereto, all Personal Brokerage Account statements and reports of Employees, a list of all Employees and persons responsible for reviewing Employees reports, copies of all preclearance forms, records of violations and actions taken as a result of violations, and acknowledgments, certifications and other memoranda relating to the administration of this Code.
VII. | Activities Outside of PIMCO |
A. | Approval of Activities Outside of PIMCO |
1. | You may not engage in full-time or part-time service as an officer, director, partner, manager, consultant or employee of any business organization or non-profit organization other than PIMCO, PIMCO Investments, the PIMCO Foundation, PIMCO Partners, or a fund for which PIMCO is an adviser (whether or not that business organization is publicly traded) unless you have received the prior written approval from PIMCOs General Counsel or other designated person. |
2. | Without prior written approval, you may not provide financial advice (e.g., through service on a finance or investment committee) to a private, educational or charitable organization (other than a trust or foundation established by you or an Immediate Family Member) or enter into any agreement to be employed or to accept compensation in any form (e.g., in the form of commissions, salary, fees, bonuses, shares or contingent compensation) from any person or entity other than PIMCO or one of its affiliates. |
3. | Certain non-compensated positions in which you would serve in a decision-making capacity (such as on a board of directors for a charity or non-profit organization) must also have been reviewed or approved by PIMCOs General Counsel or other designated person. |
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4. | PIMCOs General Counsel or other designated person may approve such an outside activity if he or she determines that your service or activities outside of PIMCO would not be inconsistent with the interests of PIMCO and its Clients. Requests to serve on the board of a publicly traded entity will generally be denied. |
VIII. | Temporary Employees |
Temporary Employees that are classified as Contingent Workforce are considered Employees for purposes of this Code. The Compliance Officer may exempt such persons from any requirement hereunder if the Compliance Officer determines that such exemption would not have a material adverse effect on any Client account.
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Appendix I
Glossary
The following definitions apply to the capitalized terms used in this Code:
Approved Broker means a broker-dealer approved by the Compliance Officer. The list of Approved Brokers for each PIMCO location is available here or can be obtained from the Compliance Officer.
Associated Persons means an employee of PIMCO LLCs non-U.S. affiliates. Associated Persons are subject to the respective Code of Ethics of the non-U.S. affiliate with whom they are employed, which are, in relevant part, substantially the same as this Code. Associated Persons are subject to the oversight and supervision of PIMCO LLC.
Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.
Beneficial Interest means when a person has or shares direct or indirect pecuniary interest in accounts or in reportable Financial Instruments. Pecuniary interest means that a person has the ability to profit, directly or indirectly, or share in any profit from a transaction. Indirect pecuniary interest extends to, unless specifically excepted by a Compliance Officer, an interest in a Financial Instrument held by: (1) a joint account to which you are a party; (2) a partnership in which you are a general partner; (3) a partnership in which you or an Immediate Family Member holds a controlling interest and with respect to which Financial Instrument you or an Immediate Family Member has investment discretion; (4) a limited liability company in which you are a managing member; (5) a limited liability company in which you or an Immediate Family Member holds a controlling interest and with respect to which Financial Instrument you or an Immediate Family Member has investment discretion; (6) a trust in which you or an Immediate Family Member has a vested interest or serves as a trustee with investment discretion; (7) a closely-held corporation in which you or an Immediate Family Member holds a controlling interest and with respect to which Financial Instrument you or an Immediate Family Member has investment discretion; or (8) any account (including retirement, pension, deferred compensation or similar account) in which you or an Immediate Family has a substantial economic interest.
Client means any person or entity to which PIMCO provides investment advisory services.
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Contingent Workforce means individuals subject to provisional work agreements which may include temporary contract workers, independent contractors or independent consultants.
Derivative means (1) any Futures (as defined below); and (2) a forward contract, a swap, a cap, a collar, a floor and an over-the-counter option (other than an option on a foreign currency, an option on a basket of currencies, an option on a Security or an option on an index of Securities, which are included in the definition of Security). Questions regarding whether a particular instrument or transaction is a Derivative for purposes of this policy should be directed to the Compliance Officer or his or her designee.
Financial Instrument means a Security, Derivative, commodity or currency as investment.
Futures - means a futures contract and an option on a futures contract traded on a U.S. or non-U.S. board of trade, such as the Chicago Board of Trade or the London International Financial Futures Exchange.
Immediate Family Member of an Employee means: (1) any of the following persons sharing the same household with the Employee (which does not include temporary house guests): a persons child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, legal guardian, adoptive relative, or domestic partner; (2) any person sharing the same household with the Employee (which does not include temporary house guests)that holds an account in which the Employee is a joint owner or listed as a beneficiary; or (3) any person sharing the same household with the Employee in which the Employee contributes to the maintenance of the household and material financial support of such person.
Initial Public Offering means 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.
Non-Discretionary Account means any account managed or held by a broker dealer, futures commission merchant, or trustee as to which neither the Employee nor an Immediate Family Member: (1) exercises investment discretion; (2) receives notice of specific transactions prior to execution; or (3) has direct or indirect influence or control over the account.
Personal Brokerage Account means (1) any account (including any custody account, safekeeping account, retirement account such as an
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IRA or 401(k) plan, and any account maintained by an entity that may act as a broker or principal) in which an Employee has any direct or indirect Beneficial Interest, including Personal Brokerage Accounts and trusts for the benefit of such persons; and (2) any account maintained for a financial dependent. Thus, the term Personal Brokerage Accounts also includes, among others:
(i) | Trusts for which the Employee acts as trustee, executor or custodian; |
(ii) | Accounts of or for the benefit of a person who receives financial support from the Employee; |
(iii) | Accounts of or for the benefit of an Immediate Family Member; and |
(iv) | Accounts in which the Employee is a joint owner or has trading authority. |
Personal Securities Transaction means transactions in Securities,
Derivatives, currencies for investment purposes and commodities for investment purposes.
PIMCO means Pacific Investment Management Company LLC.
PIMCO Investments means PIMCO Investments LLC.
Portfolio Person means an Employee, including a portfolio manager with respect to an account, who: (1) provides information or advice with respect to the purchase or sale of a Financial Instrument, such as a research analyst; or (2) helps execute a portfolio managers investment decisions. Members of Portfolio Risk Management are also considered to be Portfolio Persons. Generally, a Portfolio Person with respect to a Client trade includes the generalist portfolio manager for the Client, the specialist portfolio manager or trading assistant with respect to the transactions in that account attributable to that specialist or trading assistant, and any research analyst that played a role in researching or recommending a particular Financial Instrument.
Private Placement means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or pursuant to SEC Rules 504, 505 or 506 under the Securities Act of 1933, including hedge funds or private equity funds or similar laws of non-U.S. jurisdictions.
Related Financial Instrument means any Derivative directly tied to the same underlying Financial Instrument, including, but not limited to, any swap, option or warrant to purchase or sell that same underlying Financial Instrument, and any Derivative convertible into or exchangeable for that same underlying Financial Instrument. For example, the purchase and exercise of an option to acquire a Security is subject to the same restrictions that would apply to the purchase of the Security itself.
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Securities and Commodities Laws means the securities and/or commodities laws of any jurisdiction applicable to any Employee, including for any employee located in the U.S. or employed by PIMCO, the following laws: Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the U.S. Securities and Exchange Commission under any of these statutes, the Bank Secrecy Act as it applies to funds, broker-dealers and investment advisers, and any rules adopted thereunder by the U.S. Securities and Exchange Commission or the U.S. Department of the Treasury, the Commodity Exchange Act, any rules adopted by the U.S. Commodity Futures Trading Commission under this statute, and applicable rules adopted by the National Futures Association.
Security means any note, stock, security future, security-based swap, bond, debenture, evidence of indebtedness, certificate of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas or other mineral rights, any put, call, straddle, option, or privilege 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 any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest of instrument commonly known as a security, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.
TradeClear means PIMCOs proprietary employee trading preclearance system.
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30 - Code of Ethics
Reference #30
Reviewed: | 4/4/2016 |
Revised: | 5/12/2016 Board Reviewed |
Policy
This Code of Ethics (the Code) is adopted pursuant to Rule 17j-l under the Investment Company Act of 1940 (the 1940 Act)by the Boards of Trustees of the Shelton Funds, a Delaware statutory trust, Shelton Greater China Fund, a Massachusetts business trust, (collectively the Trusts), partners of RFS Partners (the Distributor) and pursuant to Rule 204A-1 under the Investment Advisers Act of 1940 (the Advisers Act) by the partners of Shelton Capital Management (the Advisor).
Introduction
Section 17(j) under the 1940 Act makes it unlawful for persons affiliated with investment companies, their principal underwriters, or their investment advisers to engage in fraudulent personal securities transactions. Rule 17j-1 and Rule 204A-1 under the Advisers Act (the Rules) require each fund, investment adviser and principal underwriter to adopt a code of ethics that contains provisions reasonably necessary to prevent an employee from engaging in conduct prohibited by the principles of the Rules. The Rules also require that reasonable diligence be used and procedures be instituted that are reasonably necessary to prevent violations of the code of ethics.
Among other things, Rule 17j-1 requires Board oversight of personal trading practices, reporting of employee securities trading and preclearance of employee purchases of initial public offerings and private placements. Under Rule 17j-1, the Advisor and the Trusts each provide to the Boards annually a written report that:
1. | describes issues that arose during the previous year under the Code, including information about material Code violations and sanctions imposed, and |
2. | certifies to the Board that it has adopted procedures reasonably necessary to prevent access persons from violating the Code. |
Rule 204A-1 requires that an investment adviser registered under the Advisers Act must establish, maintain and enforce a written code of ethics that at a minimum includes:
1. | A standard (or standards) of business conduct that the advisor requires of its supervised persons, which standard must reflect the advisors fiduciary obligations and those of its supervised persons; |
2. | Provisions requiring the advisors supervised persons to comply with applicable federal securities laws; |
3. | Provisions that require the advisors access persons to report, and the advisor to review, their personal securities transactions and holdings periodically as provided under Rule 204A-1; |
4. | Provisions requiring the advisors supervised persons to report any violations of the advisors code of ethics promptly to the chief compliance officer or, provided the chief compliance officer also receives reports of all violations, to other persons who the advisor designates in its code of ethics; and |
5. | Provisions requiring the advisor to provide each of its supervised persons with a copy of the advisors code of ethics and any amendments, and requiring its supervised persons to provide the advisor with a written acknowledgement of their receipt of the code and any amendments. |
The Code is designed to provide a program for detecting and preventing insider trading and other violations of fiduciary duties by requiring Access Persons, as defined herein, to report personal holdings and securities transactions of securities of the types, which the Funds may purchase. The reason
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underlying this reporting requirement is the potential for insiders who have knowledge of what a Fund is doing to take advantage of this information to trade in advance of a Fund. If the security involved is thinly traded or if the Fund buys or sells in big enough blocks to move the market, this type of insider trading could disadvantage the Fund or unfairly benefit the insider. The Code is also aimed at minimizing conflicts of interest and the appearance of such conflicts.
Statement of General Fiduciary Principles
Fiduciary Standards. The Code is based on the fundamental principle that the Trusts and the Advisor must put clients interest first. As an investment adviser, the Advisor has fiduciary responsibilities to clients, including the Trusts and each series of the Trusts (each a Fund; together the Funds) for which it serves as investment adviser. Among the Advisors fiduciary responsibilities is the responsibility to ensure that its employees conduct their personal securities transactions in a manner that does not interfere, or appear to interfere, with any Fund transactions or otherwise take unfair advantage of their relationship to the Funds. All Advisor employees must adhere to this fundamental principle as well as comply with the specific provisions set forth herein. It bears emphasis that technical compliance with such provisions will not insulate from scrutiny transactions that show a pattern of compromise or abuse of an employees fiduciary responsibilities to the Funds. Accordingly, all Advisor employees must seek to avoid any actual or potential conflicts between their personal interests and the interest of the Funds. In sum, all Advisor employees shall place the interest of the Funds before personal interests.
Compliance with Applicable Federal Securities Laws. In particular, Rule 204A-1 requires that all Advisor employees must comply with all applicable federal securities laws (Federal Securities Laws).
Under Rule 17j-1, no Access Person shall:
1. | employ any device, scheme or artifice to defraud the Trusts or any Fund of the Trusts. |
2. | make to the Trusts any untrue statement of a material fact or omit to state to the Trusts a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; |
3. | engage in any act, practice or course of business that would operate as a fraud or deceit upon any Fund of the Trusts; or |
4. | engage in any manipulative act or practice with respect to the Trusts or any Fund of the Trusts, including, but not limited to, intentionally inducing or causing the Trusts to take action or to fail to take action, for the purpose of achieving a personal benefit rather than to benefit the Fund, shall be a violation of this Code. |
Examples of this violation include:
1. | causing any Fund of the Trusts to purchase a Covered Security owned by the individual for the purpose of supporting or increasing the price of the Security; |
2. | causing any Fund of the Trusts to refrain from selling a Covered Security in an attempt to protect the value of the individuals investment, such as an outstanding option; and |
3. | using actual knowledge of transactions for any Fund of the Trusts to profit by the market effect of such transactions shall be a violation of this Code. |
Under the Code, all Access Persons are required to file reports of their personal holdings and securities transactions (excluding securities issued or guaranteed by the United States Government, its agencies or instrumentalities; bankers acceptances; bank certificates of deposit; commercial paper and high quality short-term debt instruments, repurchase agreements, other money market instruments, and non-Reportable Funds) at least quarterly within 30 days after the close of the applicable quarter. These reports are then compared against the activities of the Funds. If a pattern emerges that indicates abusive trading of Access Persons of the Trusts, the matter will be referred to the Boards of Trustees for
2
further review, inquiry and further action, if determined necessary. With respect to Access Persons of the Advisor, the Advisor will review the matter and will make a report to the Boards of Trustees. Additionally, Access Persons are required to obtain prior written approval before making any investment in an Initial Public Offering (IPO) or Limited Offering. Before approval of any such investment, the transaction will be carefully reviewed for any immediate or future potential conflicts of interest.
Independent Trustees who do not have day-to-day contact with the Funds and who do not have specific knowledge of the Funds intended investments are not required to file any reports, and there is no restriction on their personal securities trading activities except as provided for under the Exceptions to Reporting Requirements section of this Code.
This Code is not intended to cover all possible areas of potential liability under the 1940 Act or under the federal securities laws in general. For example, other provisions of Section 17 of the 1940 Act prohibit various transactions between a registered investment company and affiliated persons, including the knowing sale or purchase of property to or from a registered investment company on a principal basis, and joint transactions (e.g., combining to achieve a substantial position in a security or commingling of funds) between an investment company and an affiliated person. Persons covered by this Code are advised to seek advice before engaging in any transactions involving securities held or under consideration for purchase or sale by a Fund of the Trusts.
In addition, the Securities Exchange Act of 1934, as amended (the 1934 Act) may impose fiduciary obligations and trading restrictions on Access Persons in certain situations. It is expected that Access Persons will be sensitive to these areas of potential conflict, even though this Code does not address specifically these other areas of fiduciary responsibility.
Implementation
In order to implement this Code, a compliance officer and an alternate should be designated. For the purpose of this Code, these individuals are: Teresa Axelson, Compliance Officer and Steve Rogers, Alternate
The compliance officer shall create a list of advisory persons and other Access Persons and update the list with reasonable frequency. The compliance officer shall circulate a copy of this Code to each Access Person, together with an acknowledgment of receipt, which shall be signed and returned to the compliance officer by each Access Person, except_Independent Trustees. The compliance officer is charged with responsibility for insuring that the reporting requirements of this Code under the Reporting section are adhered to by all Access Persons. The compliance officer shall be responsible for ensuring that the review requirements of this Code set forth in the Review section are performed in a prompt manner. The compliance officer shall also be responsible for giving special prior approval to transactions that would otherwise be prohibited under the Prohibited Purchases and Sales section of this Code.
Definitions
Access persons means any Trustee, Director or General Partner, Officer or Advisory person of a Fund, Trust or the Advisor. Spouses, children and immediate family members sharing the household of such persons may also be considered an Access Person under this Code to the extent provided in the definition of Beneficial ownership below.
Advisory person means (1.) any employee of (a.) the Trusts, (b.) the Advisor or (c.) any company in control relationship to the Trusts, who, in connection with his regular functions or duties, makes, participates in, or obtains information regarding, the purchase or sale of a security by a Fund of the Trusts, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (2.) any natural person in a control relationship to the Trusts or an investment advisor to the Trusts who obtains information concerning recommendations made to the Trusts with regard to the purchase or sale of a security.
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A security is being considered for purchase or sale when a recommendation to purchase or sell a security has been made and communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.
Beneficial ownership shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the 1934 Act, and the rules and regulations thereunder, with the exception that the determination of direct or indirect beneficial ownership shall apply to all securities which an Access Person has or acquires. The rules promulgated under Section 16 of the 1934 Act provide that persons are presumed to have an indirect pecuniary interest, and therefore Beneficial ownership of, securities that are held by members of a persons immediate family sharing the same household, and that immediate family includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and includes adoptive relationships.
Control has the same meaning as in Section 2(a) (9) of the 1940 Act, which states that control means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Ownership of 25% or more of a companys outstanding voting securities is presumed to give the holder thereof control over the company. Such presumption may be countered by the facts and circumstances of a given situation.
Federal Securities Laws means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Securities and Exchange Commission (the Commission) under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of Treasury.
A Security Held or to be Acquired by any Fund means (1.) any Security which, within the most recent 15 days from the date of determination (a.) is or has been held by any Fund; or (b.) is being or has been considered by any Fund or its investment advisor for purchase by the Fund; and (2.) any option to purchase or sell, and any security convertible into or exchangeable for, a Security.
Independent Trustee means a member of the Boards of Trustees of the Trusts who is not an interested person of the Trusts within the meaning of Section 2(a)(19) of the 1940 Act.
IPO means an offering of securities registered under the Securities Act of 1933, the issuer or which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act.
Investment Personnel of the Trusts or of the Advisor means (1.) any employee of the Trusts or the Advisor (or of any company in a control relationship to the Trusts or the Advisor) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by a Fund; or (2.) any natural person who controls the Trusts or the Advisor and who obtains information concerning recommendations made to a Fund regarding the purchase or sale of securities by a Fund.
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Limited Offering means an offering exempt from the registration under the Securities Act of 1933 pursuant to Section 4(2), 4(6) or Rule 504, 505 or 506 under the Securities Act of 1933.
Purchase or sale of a security includes the writing of an option to purchase or sell a security.
Reportable Fund means, for a particular Access Person, any mutual fund for which the investment advisor with whom the Access Person is associated, if any (the Associated Advisor), serves as investment advisor (including any sub-advisor) or any mutual fund whose investment advisor or principal underwriter controls the Associated Advisor, is controlled by the Associated Advisor, or is under common control with the Associated Advisor.
Security shall have the meaning set forth in Section 2(a) (36) of the 1940 Act, except that it shall include derivative instruments that may not otherwise be defined as securities, and that it shall not include shares of mutual funds that are not Reportable Funds, securities issued by the Government of the United States (including Government agencies or instrumentalities), short term debt securities which are government securities within the meaning of Section 2(a) (16) of the 1940 Act, bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, repurchase agreements and other money market instruments.
Prohibited Purchases and Sales
No Access Person (except for any Independent Trustees, who are presumed to have no actual knowledge of the following matters described in sub-clauses (1.) and (2.) below) shall purchase or sell directly or indirectly, any Security in which he or she has, or by reason of such transactions acquires, any direct or indirect beneficial ownership, which Security to his or her actual knowledge at the time of such purchase or sale:
1. | is being considered for purchase or sale by a Reportable Fund (with the exception of Index Funds which are defined as funds that seek to match or track the components of a market index); |
2. | has been purchased or sold by a Reportable Fund within the most recent 7 days if such person participated in the recommendation to, or the decision by, the Reportable Fund to purchase or sell such security (with the exception of Index Funds). |
These restrictions shall continue to apply until the recommendation has been rejected or any trade instruction to buy or sell has been completed or canceled.
Investment Personnel must obtain prior written approval from the Advisors compliance officer before making an investment in an IPO or Limited Offering.
Confidentiality: No Access Person shall reveal to any other person (except in the normal course of his or her duties) any information regarding securities transactions by the Trusts or consideration by the Trusts or the Advisor of any such securities transaction.
All information obtained from any Access Person hereunder shall be kept in strict confidence, except that reports of securities transactions hereunder will be made available to the Securities and Exchange Commission (the Commission) or any other regulatory or self-regulatory organization to the extent required by law or regulation.
Exceptions: These restrictions and the requirement for prior approval shall not apply to purchases or sales which receive the prior approval of the compliance officer. Such prior approval may be granted, based on the business judgment of the compliance officer, if the purchase or sale is deemed to pose only a remote potential harm to a Fund, or because the purchase or sale would be unlikely to affect a highly institutional market, or because the purchase or sale are not related economically to the securities to be purchased, sold or held by a Fund.
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General Anti-Fraud Obligations: It is unlawful and prohibited for any affiliated person of a Fund, or any affiliated person of the Advisor, in connection with the purchase or sale, directly or indirectly, by such person of a Security Held or to be acquired by a Fund:
1. | To employ any device, scheme or artifice to defraud any Fund; |
2. | To make any untrue statement of a material fact to the any Fund or omit to state a material fact necessary in order to make the statements made to any Fund, in light of the circumstances under which they are made, not misleading; |
3. | To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on any Fund; or |
4. | To engage in any manipulative practice with respect to any Fund. |
Exempted Transactions/Securities
The prohibitions under the Prohibited Purchases and Sales section of this Code (except for the General Anti-Fraud Obligations, to which no exception applies) shall not apply to:
1. | Purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control. |
2. | Purchases or sales, which fall below either 1,000 shares or $50,000, whichever is greater (except IPOs and Limited Offerings). |
3. | Purchases or sales of securities, which are not eligible for purchase, or sale by any Fund (except IPOs and Limited Offerings). |
4. | Purchases or sales, which are non-volitional on the part of either the Access Person or the Trusts (except IPOs and Limited Offerings) (e.g., receipt of gifts). |
5. | Purchases, which are part of an automatic dividend reinvestment plan. |
6. | Purchases effected upon the exercise of rights issued by an issuer made pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired. |
7. | Purchases and sales, which have received the prior approval of the compliance officer. |
8. | Purchases and sales or securities, which are not, included in the definition of Security (i.e. non-Reportable Fund shares, government securities and money market instruments). |
9. | Purchases and sales of securities, which are in an Index Fund. |
Reporting
Subject to the exceptions set forth below, all Access Persons, with the exception of the Independent Trustees who meet the requirements under the Exceptions to Reporting Requirements section, shall report to the Trusts or the Advisor the information described in this section with respect to transactions in any security in which such Access Person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership in the security.
Every report shall be made not later than thirty (30) days after the end of each calendar quarter and shall contain the following information:
1. | The date of the transaction, the title and the number of shares, the interest rate and maturity date (if applicable), and the principal amount of each security involved; |
2. | The nature of the transaction (i.e., purchase, sale, or any other type of acquisition of disposition); |
3. | The price at which the transaction was effected; |
4. | The name of the broker, dealer, or bank with or through whom the transaction was effected; and |
5. | The date that the report is being submitted. |
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Copies of statements or confirmations containing the information specified above are received directly by the CCO by mail or electronically.
For periods in which no reportable transactions were effected, the report shall contain a representation that no transactions subject to the reporting requirements were effected during the relevant time period.
Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he has any direct or indirect beneficial ownership in the security to which the report relates.
Each Access Person (with the exception of the Independent Trustees) must make an Initial Holdings Report within 10 days of becoming an Access Person and an Annual Holdings Report, which must contain information, current within 30 days before the report is submitted. Each of these reports must contain the following information:
1. | the title, number of shares and principal amount of each security in which the Access Person had any direct or indirect beneficial ownership; |
2. | the name of any broker, dealer or bank with whom the Access Person maintained an account where such security was held; and |
3. | the date that the report is being submitted. |
Each Supervised Person of the Advisor must report any violations of this Code to the Chief Compliance Officer or his/her designee immediately upon identifying.
Exceptions to Reporting Requirements
An Independent Trustee of the Trusts, is not required to file a report on a transaction in a security; provided, however, that such Trustee neither knew nor, in the ordinary course of fulfilling his or her official duties as a Trustee of the Trusts, should have known that, during the 15-day period immediately preceding or after the date of the transaction by the Trustee, such security is or was purchased or sold by the Trusts or is or was being considered for purchase by its investment adviser.
An Independent Trustee is not required to furnish the Initial Holdings Report or the Annual Holdings Report specified under the Reporting section of this Code.
Access Persons also need not make a report with respect to an exempted transaction security as described under the Exempted Transactions/Securities section of this Code (e.g., non-Reportable Fund shares).
Review: The compliance officer (or the alternate, as appropriate) shall compare all reports of personal securities transactions with completed and contemplated portfolio transactions of each Fund to determine whether a violation of the Code may have occurred (except the Exempted Transactions/Securities described above). No person shall review his or her own report. Before making any determination that a violation has been committed by any person, the compliance officer shall give such person an opportunity to supply additional explanatory material. If a securities transaction of the compliance officer is under consideration, the Chairman shall act in all respects in the manner prescribed herein for the compliance officer.
If the compliance officer determines that a violation of the Code of Ethics has or may have occurred, he or she shall, following consultation with counsel to the Trusts, submit his or her written determination, together with the transaction report, if any, and any additional explanatory material provided by the individual, to the President or, if the President shall be the compliance officer, the Treasurer, who shall make an independent determination of whether a violation has occurred.
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The compliance officer shall be responsible for maintaining a current list of all Access Persons (including all Trustees) and for identifying all reporting Access Persons on such list, and shall take steps to ensure that all reporting Access Persons, except Independent Trustees, have submitted reports in a timely manner. Failure to submit timely reports will be communicated to the Boards of Trustees.
Board Oversight
The Boards of Trustees must initially approve the Code for the Trusts and the Advisor, and the Boards of Trustees must approve any material changes to the Code within six (6) months of such change. The compliance officer shall (1.) promptly notify the Boards of any material violation of the Code; (2.) provide to the Boards a written report summarizing any and all material issues that arose during the previous year, and (3.) annually certify that the Advisor has adopted procedures in compliance with the Code and Rule 17j-1 under the 1940 Act.
Records
The Trusts and the Advisor shall maintain records for a period of not less than five years from the end of the fiscal year in which the record was created, unless noted otherwise, as follows:
1. | A copy of the applicable Code and any amendments thereto shall be retained on the F drive/9-Compliance/Archives/Code of Ethics/Code of Ethics versions/[date] (including for five (5) years after the Code or the amendment, as applicable, is no longer in effect). |
2. | A record of any violation of the Code and of any action taken as a result of such violation shall be retained on the F drive/9-Compliance/Archives/Code of Ethics/Code Violations, if any. |
3. | A record of all written acknowledgements from all Access Persons, as required by this Code, shall be retained on the F drive/9-Compliance/Archives/Code of Ethics/[year]. |
4. | A copy of each report, including any information provided in lieu of the report, made by an Access Person pursuant to the Code shall be retained on the F drive/9-Compliance/Archives/Code of Ethics/[year]/[quarter]. |
5. | A list of all Access Persons who are, or within the past five (5) years have been, required to make reports pursuant to the Code and all persons who are, or within the past five (5) years have been, responsible for reviewing the reports shall be retained on the F drive/9-Compliance/Archives/Code of Ethics/Access Persons/[date]. |
6. | A copy of each report of the Trusts or the Advisor detailing any violations of its code of ethics, or certifying that it has adopted procedures reasonably necessary to prevent Access Persons from violating such code of ethics shall be part of the CCO Report maintained in the board materials which are retained on the F drive/9-Compliance/Archives/Board Books. |
7. | A copy of any decisions, and reasons supporting the decisions, to approve the purchase of private placement securities or public offerings by investment personnel shall be retained on the F drive/9-Compliance/Archives/Code of Ethics/Special purchase approvals after the end of the fiscal year in which the approval is granted, if any. |
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Sanctions
If a material violation of this Code occurs or a preliminary determination is made that a violation may have occurred, a report of the alleged violation shall be made to the Boards of Trustees. The Boards of Trustees or the Advisor may impose such sanctions as it deems appropriate, including, a letter of censure, suspension, or termination of the employment of the violator, and/or a disgorging of any profits made by the violator.
Listing of Access Persons and Code of Ethics Revisions Retained
Access Persons List |
Code of Ethics Revisions |
|
December 2013 | November 2011 | |
September 2014 | January 2012 | |
May 2014 | February 2014 | |
June 2015 |
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CODE OF ETHICS
I hereby acknowledge receipt of, and certify that I have read, understand, and will subscribe to this Code of Ethics for Shelton Funds, Shelton Greater China Fund, Shelton Capital Management and RFS Partners, LP.
Signature |
Date |
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Printed Name |
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CODE OF ETHICS
PARAMETRIC RISK ADVISORS LLC
A Parametric Portfolio Associates LLC company
Effective: September 15, 2015
INTRODUCTION
Parametric Risk Advisors LLC (PRA) is an investment adviser registered with the U.S. Securities and Exchange Commission under the Investment Adviser Act of 1940. PRA is a global asset management firm offering a broad range of investment strategies, each engineered to achieve the right blend of risk, cost and return. Our capabilities span U.S. and non-U.S. markets, as well as traditional and specialty asset classes. PRA manages money for global institutions and individuals. Investment decisions are rules-based, scientific, mathematical, and pragmatic, using algorithmic formulas and computer-optimized decision making. They are based on pre-set rules and guidelines, and are free of forecasts or market predictions. PRA takes a quantitative investment approach and does not generally include fundamental analysis in its portfolio construction process. Clients and investors may access our strategies through a number of structures, including separate accounts, mutual funds, and other pooled vehicles.
PRA has adopted this written code of ethics (the Code) in accordance with Rule 204A-1, under the Investment Advisers Act, and Rule 17j-1 under the Investment Company Act. All PRA employees, Officers and Managers (as defined in the firms Operating Agreement) are considered to be Access Persons and are subject to this Code. In addition, any supervised person, such as a consultant, contractor or temporary employee, who has access to nonpublic information regarding any clients purchase or sale of securities or client portfolio holdings, or is involved in making securities recommendations, is considered an Access Person subject to this Code. From time to time, PRA may engage consultants or contractors who do not fall within the Codes definition of Access Person. The Compliance Department will provide written notification to any such supervised person not considered to be an Access Person and confirm that they are not subject to the Code. Although such person may not be subject to the Code, he/she may be required to comply with certain firm policies and procedures regarding confidentiality, political contributions, the provision and receipt of gifts and entertainment, and other potential conflicts of interest. These responsibilities and obligations will be detailed in the persons service agreement with PRA.
The PRA Code is based on the principle that, as an Access Person you (i) owe a fiduciary duty to the shareholders of the registered investment companies (the Funds) and all other accounts (Clients) for which PRA serves as an adviser or sub-adviser, (ii) must comply with all applicable laws, rules and regulations, and (iii) must act at all times with integrity, competence, diligence, respect and in an ethical manner. Accordingly, you must avoid activities, interests and relationships that might interfere or appear to interfere with making decisions in the best interests of our advisory clients, or which violate Federal law. At all times, you must:
i. | Place the interests of our Advisory Clients first. |
As a fiduciary, you must avoid serving your own personal interests ahead of the interests of our Clients. You may not cause a Client to take action, or not to take action, for your personal benefit rather than the benefit of the Client. For example, you would violate this Code if you caused a Client to purchase a Security you owned for the purpose of increasing the price of that Security. If you make (or participate in making) recommendations regarding the purchase or sale of Securities to any Client, provide
PRA Code of Ethics 09.15.2015 | Page 2 of 19 |
information or advice to such a Client, have access to or obtain information regarding such recommendations, or help execute recommendations, you would also violate this Code if you made a personal investment in a Security that might be an appropriate investment for a Client without first considering the Security as an investment for the Client. |
ii. | Conduct all of your personal Securities transactions in full compliance with this Code, Federal law and the PRA Insider Trading Policy. |
You must not take any action in connection with your personal investments that could cause even the appearance of unfairness or impropriety. Accordingly, you must comply with the policies and procedures set forth in this Code under the heading Personal Securities Transactions. In addition, you must comply with the policies and procedures set forth in the PRA Insider Trading Policy.
iii. | Avoid taking inappropriate advantage of your position. |
The receipt of investment opportunities, gifts or gratuities from persons seeking business with PRA directly or on behalf of a Client could raise questions about the independence of your business judgment. Accordingly, you must comply with the policies and procedures set forth in this Code under the heading Fiduciary Duties. Doubtful situations should be resolved in the Clients best interest, and not your own personal interest.
PRAs fiduciary obligation is not exclusive to the information provided in this Code.
STANDARDS OF PROFESSIONAL CONDUCT
PRA is committed to setting the highest ethical standards with regard to the professional conduct of its employees. PRA has adopted the following standards to promote an environment committed to ethical and professional excellence. By adhering to these standards and the Code, Access Persons will enable PRA to develop and maintain the valued trust and confidence of its clients and prospective clients.
Professionalism
As an Access Person, you must understand and comply with all applicable laws, rules and regulations of any government, regulatory organization, licensing agency or professional organization governing professional conduct. In the event that rules conflict, you should adhere to the more conservative standard. You must not knowingly participate or assist in any violation of such laws, rules or regulations. You are obligated to promptly report to your manager or the Chief Compliance Officer (CCO) any suspected illegal or fraudulent activity involving any Access Person or client.
You must use reasonable care and judgment to achieve and maintain independence and objectivity in your professional activities. You must not offer, solicit or accept anything of value that could reasonably be expected to compromise your independence and objectivity.
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You must not knowingly make any misrepresentations relating to investment analysis, recommendations, actions or other professional activities.
You must not engage in any professional conduct involving dishonesty, fraud or deceit or commit any act that reflects adversely on you or PRAs reputation, integrity or competence.
You must not misrepresent or exaggerate your title, professional designations, if any, or your responsibilities as an employee of PRA.
You must maintain and improve your professional competence and strive to improve the competence of other employees to better serve PRA and its clients.
Duties to Clients
All Access Persons have a duty of loyalty to each client and must act with reasonable care and exercise prudent judgment. You must deal fairly and objectively with all clients when providing investment advisory services or engaging in other professional activities.
You must understand a clients investment experience, risk and return objectives and financial constraints prior to making investment recommendations or actions on their behalf. You must determine that investments are suitable and in accordance with client investment guidelines and restrictions.
You must make reasonable efforts to ensure that investment performance provided to clients is fair, accurate and complete.
You must keep information about current, former and prospective clients confidential unless the client has permitted the disclosure of such information, the disclosure is required by law or the information concerns illegal activity on the part of the client.
Duties to PRA
As an employee, you must act for the benefit of PRA and not deprive it of your skills and abilities, divulge confidential information or otherwise cause it harm.
You must avoid conflicts of interest between you and PRA. You must obtain written consent approving the receipt of any outside compensation.
You must make reasonable efforts to detect and prevent violations of applicable laws, rules, regulations and the Code, and promptly report any potential violation to your manager or the CCO.
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Investment Advisory Services
You must exercise diligence, independence and thoroughness when analyzing investments, making investment recommendations and taking investment actions. Further, you must have a reasonable and adequate basis, supported by appropriate research, for any investment analysis, recommendation or action taken.
You must disclose to clients and prospective clients the investment processes used to analyze investments, select securities, and construct portfolios. You must use reasonable judgment in identifying factors important to your investment analyses, recommendations or actions and disclose them to clients and prospective clients. You must distinguish between fact and opinion when presenting investment analysis and recommendations.
You must develop and maintain appropriate records to support the investment advisory services performed and communications provided to clients and prospective clients.
You must not engage in practices that distort prices or artificially inflate trading volume with the intent to mislead market participants.
A. | PERSONAL SECURITIES TRANSACTIONS |
The following guidelines and restrictions will be enforced unless otherwise individually exempted or pre-approved in writing by Compliance.
Trading in General
You may not engage, and you may not permit any other person or entity to engage, in the purchase or sale of any non-exempt Security (as defined below) of which you have, or by reason of the transaction will acquire, Beneficial Ownership, unless the transaction is an Exempt or Permitted Transaction (as defined below), and you have fully complied with this policy.
In all cases, transactions in non-exempt Securities must be entered as same-day orders.
Beneficial Ownership
The Code governs any account over which you have discretionary authority and any Security of which you have direct or indirect Beneficial Ownership, including trusts, partnerships, or retirement plans. For purposes of this Code, Beneficial Ownership shall be interpreted in the same manner as it would under Rule 16a-1(a)(2) of the Exchange Act of 1934 (the Exchange Act).
Beneficial Ownership includes any account in which you have or share a direct or indirect Pecuniary Interest. You have a Pecuniary Interest in Securities if you have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the Securities. The following are examples of an indirect Pecuniary Interest in Securities:
i. | Securities held by a family member or significant other with whom you share your primary residence. This applies to Securities held by spouses and domestic partners, as well as children, parents, other relatives, or other individuals or entities over which you have control or trading authority. |
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ii. | Your interest as a general partner in Securities held by a general or limited partnership. |
iii. | Your interest as a manager-member in Securities held by a limited liability company. |
You do not have Beneficial Ownership of a corporation, partnership, limited liability company, or other entity in which you hold an equity interest, unless you are a controlling equity holder or you have shared investment control over the Securities held by the entity.
The following circumstances constitute Beneficial Ownership by you of Securities held by a trust:
i. | Your ownership of Securities as a trustee in which either you or members of your immediate family have a vested interest in the principal or income of the trust. |
ii. | Your ownership of a vested beneficial interest in a trust. |
iii. | Your status as a settlor of a trust, unless the consent of all of the beneficiaries is required in order for you to revoke the trust. |
Use of Broker-Dealers and Brokerage Accounts
You may not engage, and you may not permit any other person or entity to engage in any purchase or sale of publicly traded Securities of which you have, or by reason of the transaction will acquire, Beneficial Ownership, except through a registered broker-dealer. All accounts must be with a broker on the list of approved brokerage firms, unless you have received prior approval from Compliance.
Securities
The following are Securities:
Any note, stock, treasury stock, bond, debenture, closed-end fund, exchange-traded fund (ETF), evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option or privilege 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 any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a security, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any security.
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The following are not Securities:
Commodities, and futures and options on commodities, traded on a commodities exchange, including currency futures. However, futures and options on any group or index of Securities are Securities.
Exempt Securities
The following Securities are exempt from all provisions of this Code (Exempt Securities):
i. | Direct obligations of the Government of the United States. |
ii. | Money market instruments, including Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments (defined as any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a Nationally Recognized Statistical Rating Organization, including repurchase agreements). |
iii. | Shares of registered open-end investment companies i.e., mutual funds. However, Funds sub-advised by PRA and its affiliates and ETFs are reportable Securities and are subject to all provisions of this Code. |
iv. | Shares of money market funds. |
v. | Shares of a unit investment trust if the unit investment trust is invested exclusively in mutual funds that are unaffiliated with PRA and/or Eaton Vance. |
Exempt Transactions
The following transactions are exempt from all provisions of this Code (Exempt Transactions) unless noted below:
i. | Any transaction of Securities that is non-volitional by the Access Person, including purchases or sales of Securities in which such Access Person has no advance knowledge of the transaction. |
ii. | The purchase of Securities effected pursuant to an automatic investment plan, such as a qualified dividend reinvestment plan (DRP, DRIPS) or similar monthly investment program. (The sale of Securities acquired under an automated investment plan is exempt from the 60-day holding requirement but is subject to all other provisions of this Code.) |
iii. | Transactions effected by exercise of rights issued to the holders of a class of Securities pro rata, to the extent they are issued with respect to Securities of which you have Beneficial Ownership. |
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iv. | Acquisitions or dispositions of Securities as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to all holders of a class of Securities of which you have Beneficial Ownership. |
v. | Purchases or sales of Securities issued in qualified tuition programs established pursuant to Section 529 of the Internal Revenue Code of 1986 (529 Plans). |
vi. | The acquisition of Securities, such as stock grants and employee stock options, received as compensation from an employer or the purchase of stock through an employers stock purchase plan (ESPP). (The sale of Securities received from an employer or purchased via an ESPP is exempt from the 60-day holding requirement but is subject to all other provisions of this Code.) This provision does not apply to the Eaton Vance stock, which Access Persons are required to pre-clear. |
Permitted Transactions
(Employees who are Dual Employees of PRA and Eaton Vance Management are also subject to the Eaton Vance Code of Ethics which is cited at the end of this section.)
The following personal securities transactions are permitted under this Code. These permitted transactions do not require pre-clearance approval but are subject to the reporting and holdings requirements of this Code, unless noted below.
i. | Purchases or sales of up to $100,000 per day per issuer of fixed-income Securities. |
ii. | Purchases or sales of up to $50,000 per day per ETF, closed-end fund or similar instrument. |
iii. | Purchases or sales of up to $50,000 per day per issuer for issuers with a market cap value greater than $3 billion (at time of transaction). |
iv. | Purchases or sales of up to $10,000 per day per issuer for issuers with a market cap value less than $3 billion (at time of transaction). |
v. | Derivatives to the extent that the trading equivalent limitations included above are enforced. For options, transaction value shall be based on the equitable number of underlying shares and the strike price, and market cap value shall be determined by the value of the underlying Security at the time of purchase. All other derivatives transactions, including futures and swaps, must be pre-cleared. Using a derivative instrument to circumvent a restriction in the Code is prohibited. For example, selling a deep in-the-money call for the purpose of avoiding the 60 day hold period is prohibited. Cash settled options are exempt from the trading equivalent limitations included above. |
vi. | Short sales of equities to the extent that the above trading equivalent limitations are enforced. |
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vii. | Purchases or sales of EV stock (NYSE: EV) so long as you have obtained written pre-approval from Eaton Vance Finance. However, the exercise and sale of EV stock options do not require pre-clearance, and are exempt from the trading equivalent limitations above. |
In special circumstances, an Access Person may request and receive relief or exemption from any personal trading restriction, requirement or procedure contained in this Code if the action does not negatively affect client trading or violate any regulations. The Access Person must obtain pre-approval from the CCO by submitting a written request describing the special circumstances and the intended transaction. The CCO shall consider to what extent the desired transaction would create a material conflict of interest or harm client portfolios when making its determination to approve or deny the request. The CCO may deny a request for any reason. The Compliance Department shall communicate the approval or denial to the Access Person in writing and record it in a log detailing all such requests.
Employees who are Dual Employees of PRA and Eaton Vance Management are also subject to the Eaton Vance Code of Ethics which includes the following restrictions. Wherever policies and procedures may differ, Employees must comply with the higher (stricter) standard .
All DUAL Employees MUST PRE-CLEAR personal transactions with the appropriate Compliance personnel at Eaton Vance in accordance with the Eaton Vance Code of Ethics.
Even with Pre-clearance, the following limitations apply.
i. | Purchases or sales in excess of $50,000 per issuer of debt related Securities in any successive six (6) calendar day period. |
ii. | Purchases or sales in excess of $50,000 an exchange-traded fund, registered open-end investment company traded on an exchange, and similar instrument in any successive six (6) calendar day period. |
iii. | Purchases or sales in excess of $50,000 per issuer for issuers with a market cap value greater than $3 billion (at time of transaction) in any successive six (6) calendar day period. |
iv. | Purchases or sales in excess of $10,000 per day per issuer for issuers with a market cap value less than $3 billion (at time of transaction) in any successive six (6) calendar day period. |
v. | Derivatives to the extent that the trading equivalent limitations included above are enforced. For options, transaction value shall be based on the equitable number of underlying shares and the strike price, and market cap value shall be determined by the value of the underlying Security at the time of purchase. Using a derivative instrument to circumvent a restriction in the Code is prohibited. For example, selling a deep in-the-money call for the purpose of avoiding the 60 day hold period is prohibited. |
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vi. | Short sales must be pre-approved. Only short against the box trading requests may be submitted and are subject to the same monetary limits as indicated above. Shorting U.S. Treasury futures and stock index futures on broad indexes must be pre-cleared but may be approved. No other short sales are permissible but please check with Compliance if there are questions regarding a trade. |
Prohibited Practices
The following practices are explicitly prohibited by PRA Access Persons at all times:
i. | Front Running. Front Running is the practice of taking a position or effecting the purchase or sale of Securities for personal benefit based on non-public information regarding an impending transaction in the same, or equivalent, Security. |
Example: A Portfolio Manager mentions that a PRA client is selling all of its holdings of Company X and you know that the large trade will negatively affect the stock, so you put in a personal order to sell your shares of Company X before PRA begins closing out the clients positions.
ii. | Initiating or recommending a Client transaction that benefits you more than the Client. Because your responsibility is to put your Clients interests ahead of your own, you may not delay taking appropriate action for a Client in order to avoid potential adverse consequences in your personal account. |
iii. | Trading on stock ratings changes communicated to PRA by Eaton Vance Management. Notwithstanding the Exempt Transactions listed above, if you are a Portfolio Manager who utilizes or has access to Eaton Vance stock ratings, you may not purchase or sell any Security until the seventh (7th) day after any change in the rating of the Security. |
iv. | Acquiring Beneficial Ownership of any Securities in an initial public offering (IPO) (as defined in Rule 17j-1). Although generally not permitted, rare exceptions may be submitted to Compliance for consideration and must be pre-approved. |
v. | Short-term trading of Securities. An employee may not sell a Security until at least 60 calendar days after the most recent purchase trade date. An employee may not repurchase a Security until at least 60 calendar days after the most recent sale trade date. You may not trade partial positions or use FIFO principles to enter into or trade out of positions of the same Security. This applies to short-term gains and losses, and includes derivative and shorting transactions. Options and futures transactions may not be exercised, renewed, or closed out within 60 days of the initiation of the contract. Written Compliance approval for personal emergencies may be granted on an exception basis. |
vi. | Transactions in, or the exercise of, derivatives or other Security positions which may independently cause a violation of any allowable personal trading activities. |
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vii. | Orders that are open for longer than one trading day. (Good-till-cancelled (GTC) open orders, and other carry-over orders.) |
viii. | Owning more than 2% of the outstanding shares of any one company without written pre-approval. |
ix. | Transactions in Securities when you know that a same-day proprietary model and/or third-party investment manager model trade will occur. |
x. | Membership in an investment club. |
Due to the volume and scope of Securities transactions within Client portfolios and the unpredictable nature of optimization-driven trading, the possibility exists that personal transactions will occur in the same or opposite direction of Client transactions. A personal transaction in the same direction as a Client trade, or in the opposite direction after a Client trade, is not necessarily a violation of the Code of Ethics unless you knew that the Client trade would occur.
B. | CAUTION |
Personal trading is a privilege granted by PRA and not a right of employment. All personal trading is subject to review, especially when done in excess. Please be aware that, if deemed appropriate, you may be prohibited from trading in any position at any time. The restricted list currently applicable to certain Securities may be expanded without advance notice upon Compliances directive to include additional employees and/or other Securities. Accordingly, you may transact in Securities in an exempt category or hold positions previously unrestricted and be unable to take profits or losses at an opportune time.
Pre-clearance Procedures
If a Securities transaction requires pre-clearance, Securities may be purchased or sold only after you have submitted a written request to Compliance for approval. Compliance must provide written pre-approval, and this pre-approved transaction must be executed by the close of the market on the same trading day.
No Access Person should submit a pre-clearance request if the individual knows that such a transaction may be considered a violation of any other Code requirements including, but not limited to, blackout period restrictions, front running, and insider trading.
Private Placements
You must pre-clear all private placement investments through the Compliance Science Personal Trading Control Center (PTCC). You may not acquire Beneficial Ownership of any Securities in a private placement (a limited offering as defined in Rule 17j-1), unless you have received prior approval from Compliance. Approval will not be given unless a determination is made that the investment opportunity should not be reserved for one or more advisory clients, and the opportunity to invest has not been offered to you by virtue of your position.
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If you have acquired Beneficial Ownership of Securities in a private placement, you must disclose your investment when you play a part in any consideration of an investment by an advisory client in the issuer of the Securities, and any decision to make such an investment must be independently reviewed by a Portfolio Manager who does not have Beneficial Ownership of any Securities of the issuer.
C. | REPORTING |
Reporting of Transactions and Brokerage Accounts
You must promptly report all brokerage accounts and Securities transactions. To satisfy these requirements you must cause each registered broker-dealer which maintains an account for Securities of which you have Beneficial Ownership to provide to Compliance information regarding all holdings and transactions (no less than quarterly) for the account. Reporting must include any transactions in PRA managed registered funds including, but not limited to, Eaton Vance funds.
All Access Persons are required to promptly report to Compliance any new investment accounts in which you will maintain direct or indirect beneficial ownership of Securities. New accounts should be reported no later than 10 days after they are established. New accounts must be with a broker on the list of approved brokerage firms. Compliance monitors Access Persons investment accounts by receiving daily electronic data feeds from the broker-dealers. No trading may occur in an Access Persons investment account until the electronic data feed has been established and an approval email has been sent to the Access Person by Compliance.
In accordance with FINRA Rule 3050, all Access Persons who are FINRA registered representatives through Eaton Vance Distributors, Inc. are required to notify Parametric Compliance in writing prior to establishing a new brokerage account in which you have discretionary authority or beneficial ownership, as defined above.
Non-Discretionary Accounts
An investment account that has been established by or on behalf of an Access Person may be relieved of the personal trading restrictions of this Code if the Parametric CCO determines that the Access Person has no direct or indirect influence or control of the securities held in the account (a Non-Discretionary Account). The CCOs approval is contingent upon the provision of a letter whereby the broker, financial adviser, trustee or other control person other than an Access Person of the Non-Discretionary Account (the Fiduciary) confirms that the Fiduciary has been granted full discretionary authority for the management of the Non-Discretionary Account and neither the Access Person nor his/her immediate family members will be consulted prior to the purchase or sale of Securities held in the Non-Discretionary Account, with the exception of purchases or sales of EV common stock, for which the Access Person must receive pre-trade approval from EV Treasury; furthermore, the Fiduciary must confirm that they will not accept any direction from the Access Person to buy or sell any Security (EV common stock excluded) nor shall he/she consult with the Fiduciary as to the particular allocation of
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investments. Transactions in Securities held in an approved Non-Discretionary Account are exempt from the personal trading restrictions of this Code. However, Access Persons must ensure that the Fiduciary provides holdings and transactions information to Compliance via regular electronic data feeds or duplicate account statements which will be reviewed by Compliance to verify that prohibited transactions have not occurred. Access Persons who maintain beneficial ownership of Securities in one or more Non-Discretionary Accounts will be required to certify annually, no later than 30 days after the calendar year-end, that they have no direct or indirect influence or control over the Non-Discretionary Accounts and have not directed the Fiduciary to buy or sell Securities held therein. If an Access Person fails to submit the annual certification as required, their accounts will no longer considered to be Non-Discretionary Accounts and will be subject to all personal trading provisions of this Code.
Initial, Quarterly and Annual Reports
You must disclose your holdings of all non-Exempt Securities of which you have Beneficial Ownership within 10 days of becoming an Access Person of PRA and annually thereafter or as requested by Compliance. All information must be current within 45 days of your employment date.
In addition to submitting Initial and Annual Holdings Reports, Access Persons shall submit to Compliance on a quarterly basis a Personal Transactions Certification within 30 days after each quarter-end or sooner as determined by Compliance.
Initial, quarterly and annual reports are to be completed via Compliance Sciences PTCC. Please notify Compliance immediately if any positions included on your quarterly holdings lists are inaccurate.
Outside Business Activities
Certain relationships and activities may create a business-related conflict of interest or may be perceived as a potential conflict. Therefore, Access Persons are required to pre-clear in writing new outside activities through the Compliance Department whether or not they are financial or investment related. The pre-clearance form for this purpose may be obtained upon request from the Compliance Department. Compliance will consult with senior management regarding the permission of such activity. FINRA-registered representatives must also receive written pre-clearance from EVD for new outside activities by completing and submitting EVDs Outside Business Activity Form.
Although PRA realizes that Access Persons may wish to perform volunteer work or serve on boards, even the appearance of a conflict may negatively affect Client relationships or possibly be in violation of the firms fiduciary responsibilities.
Compliance will generally approve activities including, but not limited to:
i. | board membership for a non-profit organization |
ii. | non-financial related consulting engagements |
iii. | serving as executive trustee or power of attorney for non-family members |
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Serving on the board of a publicly traded company is generally prohibited regardless of whether the company is also a Client. Participation on the board of a private company which has the ability to become or is currently a Client must be carefully reviewed for conflict of interest considerations and appropriate fire wall applications before pre-clearance may be granted.
New Access Persons must declare and have all outside activities approved by Compliance and their department manager within 10 days of their official date of employment.
D. | FIDUCIARY DUTIES |
Conflicts of Interest
PRA has a fiduciary obligation to act at all times in the best interests of its Clients. It is the responsibility of PRAs senior management in conjunction with Compliance to ensure the protection of Client assets. All policies and procedures are designed to identify real and potential conflicts of interest, and further manage these conflicts of interest. Conflicts of interest may arise when PRA places its own interests or the interests of its affiliates ahead of its Clients interests, or when PRA places the interests of certain Clients ahead of other Clients interests.
Conflicts of interest may arise for Access Persons as well. To identify and assess potential conflicts of interest, all Access Persons are required to make full and fair disclosure of any matter that could be expected to impair their independence and objectivity or interfere with their respective duties to clients and PRA. Potential conflicts of interest include, but are not limited to, outside business activities, related persons employed in the securities industry, any sources of outside compensation, board membership, and any material relationships with public companies.
Gifts, Meals & Entertainment
As a PRA Access Person, you are permitted, subject to the following conditions, to provide and/or accept gifts, meals and entertainment from or to Clients, prospective Clients, service providers, vendors, or any other third party that has a business relationship with the company (Business Associates). You are required to pre-clear, if possible, the receipt and/or provision of all material gifts, meals and/or entertainment from or to a Business Associate through the Compliance Science PTCC. Please be aware that certain states and public plans have additional restrictions than those outlined below. Compliance will periodically advise employees of such additional restrictions. For instance, we may not accept or solicit gifts or any entertainment in the state of New Mexico. Any entertainment or meal regardless of the cost is prohibited. It is imperative that employees use extreme care when providing gifts or entertainment to prospective clients or their representatives. The consequences for violating state solicitation laws can be severe and could prevent Parametric from doing any business with state or public plans.
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i. | Gifts |
You may not accept gifts from or provide gifts to a Business Associate that exceeds, in aggregate, a total of $100 per year. The acceptance of cash and cash equivalents of any value is prohibited. You are required to promptly report to Compliance the receipt of any gifts that are not promotional items of nominal value (i.e., pens, key chains, coffee mugs, etc.) through PTCC. Upon review, Compliance may determine the receipt of a gift creates the appearance of impropriety and require its immediate return to the provider. You may not provide any non-promotional gifts to a Business Associate without pre-approval from Compliance through PTCC. Gifts to Clients and prospective Clients should be similarly reasonable. If there is a need for a gift in excess of $100, pre-clearance from both management and Compliance is required.
ii. | Meals |
You are permitted to provide or accept a meal from a Business Associate provided that both and the Business Associate are present and the provision of meals is not excessive or frequent. Meals received that are estimated to cost less than $100 per person are considered de minimis and do not require reporting to Compliance. If you receive a meal that is estimated to cost more than $100 per person, you are required to obtain pre-approval from Compliance, if possible, and report it to Compliance through PTCC within 5 business days. All meals provided by Access Persons to Business Associates must be reported and accounted for in the Concur Expense Management System. If you intend to provide a meal to a Business Associate that is estimated to cost in excess of $100, you must obtain pre-approval from Compliance through PTCC.
iii. | Entertainment |
You are permitted to accept entertainment, including but not limited to, sporting events, theater tickets, or art exhibits that are not excessive or frequent. The Business Associate providing the entertainment must be present at the event; otherwise, it is considered a gift and is subject to the above gift restrictions. Entertainment must not be lavish or so excessive as to appear to unduly influence the judgment of you or the Business Associate, or otherwise appear improper. For example, you may not attend a high profile or limited-access event such as the Super Bowl, the Masters Golf Tournament, or the Academy Awards at the expense of a Business Associate. Spouses or other family members may not accept meals or entertainment provided by a Business Associate. However, you may pay for an additional individual to attend the event if desired. Any entertainment that is illegal, or which may encourage inappropriate conduct, compromise the attendees, or reflect poorly on PRA is strictly prohibited. You must obtain pre-approval from Compliance through PTCC prior to accepting entertainment from a Business Associate, if possible. If not possible, you must report the event in PTCC within 5 business days.
You are permitted to provide entertainment to a Business Associate provided that both you and the Business Associate are present; otherwise, it is considered a gift and is subject to the above gift restrictions. All entertainment provided by Access Persons to Business Associates must be reported and accounted for in the Concur Expense
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Management System. If the entertainment to be provided is estimated to cost more than $100 per person, you are required to obtain pre-approval from Compliance through PTCC prior to the event. If the Business Associate is affiliated with a government entity or union, you are required to obtain pre-approval from Compliance through PTCC prior to the event regardless of the cost of the event.
iv. | Business Conferences |
You must obtain written approval from your supervisor and Compliance prior to accepting entrance to or registration for a conference event provided at the expense of a Business Associate. When obtaining pre-clearance from Compliance, a copy of your supervisors written approval and a list of all included expenses must be provided.
v. | Government Employees and Officials |
Certain state or other governmental agencies may have regulations which restrict or prohibit government employees or officials from receiving gifts or entertainment of any value. Accordingly, you must ensure the acceptability of any gift, meal, entertainment or travel to any local, state or federal government employee or official prior to the gifting or entertainment event. You must promptly report to Compliance any gift, meal, entertainment or travel received from any local, state or federal government employee or official, or any union related accounts.
You are strongly encouraged to contact Compliance if you have any questions concerning the receipt or provision of any gifts, meals and/or entertainment from or to a Business Associate or a government employee or official.
ERISA Clients
The Employee Retirement Income Security Act of 1974 (ERISA) is a federal law that governs private employee health and pension plans. PRA manages many ERISA plans and certain client agreements hold PRA liable for applicable fiduciary actions for managing accounts that claim ERISA rules application. Fiduciary obligations arise under Section 406(b) which addresses the receipt of items and services of value. Thus, many plan agreements prohibit the acceptance of any gifts. In addition, certain gifts may trigger plan filings with the IRS. The DOL may also be alerted to gifts plan fiduciaries through mandatory reporting that plan sponsors must make to the regulators.
In order to avoid any appearance of pay-to-play, reasonableness, and difficulties which may arise on the part of the ERISA plan recipient, PRA has adopted the industry standard of restricting the giving of gifts of any value to ERISA plan clients.
Any exceptions to this policy must be pre-cleared by Compliance. Compliance will only consider approving an exception if there is written assurance that the clients policies do not prohibit the action and it does not place PRA in a potential position of having to defend the policy of sending some ERISA clients gifts of various values. In addition, Compliance would be required to closely monitor expense reports to ensure that the procedures are adhered to.
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Gifting under the FCPA and similar UK Bribery Act
The U. S. Foreign Corrupt Practices Act (FCPA) continues to be one of the highest enforcement priorities of the SEC and DOJ. The primary purpose of this act is to reduce corruption in developing countries and encourage foreign governments to sanction firms against bribery relative to foreign officials. It is a criminal act to attempt or in any manner bribe a foreign public official.
In order to avoid even the perception of violating FCPA rules and standards, PRA has adopted the policy of prohibiting the giving of gifts of any value to a foreign government official or any other business or corporate officer.
Political Contributions
Pursuant to Rule 206(4)-5 of the Investment Advisers Act of 1940 and amended rules 204-2 and 206(4)-3, all Access Persons are subject to political contribution restrictions. That is, all political contributions must be pre-cleared by Eaton Vance Legal. Please refer to Section 1.4 Rule 206(4)-5 (Pay-to-Play and Political Contributions) for more details.
E. | COMPLIANCE |
Certificate of Receipt
You are required to acknowledge receipt of your copy of the Code of Ethics. You may receive the same or a similar acknowledgement certification for this purpose whenever the Code is amended. These certifications are to be completed via PTCC.
Annual Certificate of Compliance
You are required to certify upon commencement of your employment or the effective date of this Codewhichever occurs laterand annually thereafter, that you have read and understand this Code and you recognize that you are subject to this Code. Each annual certification will also state that you have complied with the requirements of this Code during the prior year, and that you have disclosed, reported, or caused to be reported all holdings required hereunder and all transactions during the prior year in Securities of which you had or acquired Beneficial Ownership. These certifications are to be completed via PTCC.
Extended Leave
In addition to the Human Resources Department, you must notify the Compliance Department (if possible) if you require an extended leave of absence from the firm. Examples of such extended leaves of absence include maternity, paternity, medical or military leave. Access Persons remain liable for all Code requirements during an extended leave of absence. All personnel are still held to the Code, including personal trading requirements, while on extended leave.
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Remedial Actions
PRAs CCO, or designee, will monitor for compliance with this Code. Any Access Person who is found to have violated any provision of this Code, including submission of incomplete, false or untimely reports, may be sanctioned. PRA does not take violations of the Code of Ethics lightly. All violations of this Code will be treated with the highest level of scrutiny, weighing the regulatory and reputational risks as principal factors. All violations are subject to remedial actions. First time violations are not exempt from disciplinary action. Remedial actions will include a letter to your employee personnel file and other sanctions as determined by Compliance. If you violate requirements by executing a personal trade, you will be required to promptly reverse the trade in the same account the violation occurred. If you buy the stock back at a higher price or sell the stock at a lower price, you will be responsible for all losses excluding commissions. If you buy back the stock at a lower price or sell the stock at a higher price, all profits, excluding commissions, must be donated to a mutually acceptable charity. In addition to these penalties, one or a combination of the following may occur if you violate this Code:
i. | You may be restricted from all personal trading for a period of 3-24 months. |
ii. | Your future bonuses and salary may be affected. |
iii. | You may be subject to a substantial fine. |
iv. | You may be demoted, suspended, or immediately terminated. |
Once Compliance has determined the appropriate sanctions, the violating Access Person must promptly comply, thereby taking action within one business day. All Code of Ethics documentation, reports, brokerage statements and other materials required under this Code will be retained for a minimum of five years following the end of the Access Persons termination year.
F. | REPORTS TO MANAGEMENT AND TRUSTEES |
Reports of Significant Remedial Action
PRAs CCO, or designee, will, on a timely basis, inform the management of PRA and trustees of each Registered Investment Company advisory client of each material remedial action that was taken in response to a violation of this Code.
Annual Reports
PRAs CCO, or designee, will report annually to the Executive Committee of Parametric Portfolio Associates LLC, PRA Senior Management, and to the trustees of Registered Investment Company advisory clients with regard to efforts to ensure compliance by Access Persons of PRA with their fiduciary obligations to our advisory clients.
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The annual report will, at a minimum:
i. | Describe any issues arising under the Code of Ethics or procedures since the last report to the trustees, as the case may be, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to material violations; and |
ii. | Certify that PRA has adopted procedures reasonably necessary to prevent all Access Persons from violating the Code. |
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Code of Ethics
Analytic Investors, LLC (Analytic or The Firm) has adopted this Code of Ethics (Code) in accordance with Rule 204A-1 of the Investment Advisers Act of 1940 (the Advisers Act) and Rule 17j-1 under the Investment Company Act of 1940 (the Act).
While affirming its confidence in the integrity and good faith of all of its employees, officers, and directors, Analytic recognizes that certain of its personnel have or may have knowledge of present or future portfolio transactions and, in certain instances, the power to influence portfolio transactions made by or for Analytics clients and that if such individuals engage in personal transactions in securities that are eligible for investment by clients, these individuals could be in a position where their personal interests may conflict with the interests of clients.
The Board of Directors of Analytic has determined to adopt this Code based upon the principle that the employees of the Firm, and certain affiliated persons of the Firm, owe a fiduciary duty to, among others, the clients of the Firm to conduct their affairs, including their personal securities transactions, in such a manner as to avoid (i) serving their own personal interests ahead of clients; (ii) taking inappropriate advantage of their position with the Firm; (iii) any actual or potential conflict of interest or any abuse of their position of trust and responsibility; and (iv) violating federal securities law. This fiduciary duty includes the duty of the Chief Compliance Officer of the Firm to report violations of this Code to the Firms Board of Directors and the Board of Directors of any Managed Fund. This Code is designed to:
| Protect the Firms clients by deterring misconduct; |
| Educate employees regarding the Firms expectations and the laws governing their conduct; |
| Remind employees that they are in a position of trust and must act with complete propriety at all times; |
| Protect the reputation of the Firm; |
| Guard against violation of the securities laws; and |
| Establish procedures for employees to follow so that the Firm may determine whether employees are complying with Analytics ethical principles. |
I. | Statement of General Principles |
In recognition of the trust and confidence placed in Analytic by its clients and to give effect to Analytics belief that its operations should be directed to benefit its clients, Analytic hereby adopts the following general principles to guide the actions of its employees, officers, and directors:
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1. | The interests of clients are paramount. All Analytic personnel must conduct themselves and their operations to give maximum effect to this tenet by at all times placing the interests of clients before their own. |
2. | All personal transactions in securities by Analytic personnel must be accomplished so as to avoid even the appearance of a conflict of interest on the part of such personnel with the interests of any client. |
3. | All Analytic personnel must avoid actions or activities that allow (or appear to allow) a person to profit or benefit from his or her position with respect to a client, or that otherwise bring into question the persons independence or judgment. |
4. | All information concerning the specific security holdings and financial circumstances of any client is strictly confidential. Access persons are expected to maintain such confidentiality, secure such information and disclose it only to other employees with a need to know that information. |
5. | All personnel will conduct themselves honestly, with integrity and in a professional manner to preserve and protect the Firms reputation. |
Federal law requires that this Code not only be adopted but that it must also be enforced with reasonable diligence. The Chief Compliance Officer will keep records of any violation of the Code and of the actions taken as a result of such violations. Failure to comply with the Code may result in disciplinary action, including termination of employment. Noncompliance with the Code has severe ramifications, including enforcement actions by regulatory authorities, criminal fines, civil injunctions and penalties, disgorgement of profits and sanctions on your ability to be employed in an investment advisory business or in a related capacity. Any questions or requests for clarification regarding what the Code does and does not permit should be directed to the Chief Compliance Officer.
II. Definitions
1. | access person includes any employee designated by the Chief Compliance Officer, or a designated compliance associate, who: |
i. | has access to nonpublic information regarding any clients purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any investment company the Firm manages; |
ii. | is involved in making securities recommendations to clients, or has access to such recommendations that are nonpublic; or |
iii. | is a director or officer of the Firm (or other person occupying a similar status or performing a similar function) |
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As the nature and philosophy of the Firm tends to expose a large range of employees to client information, all employees (including temporary workers, consultants or independent contractors of the Firm designated by the Chief Compliance Officer) are treated as access persons and, likewise, are subject to the pre-clearance and/or reporting requirements outlined below.
2. | beneficial ownership of a security is to be determined in the same manner as it is for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the Exchange Act). This means that a person should generally consider himself or herself the beneficial owner of any securities in which he or she has a direct or indirect pecuniary interest. In addition, a person should consider himself or herself the beneficial owner of securities held by (i) his or her spouse or domestic partner, (ii) minor children, (iii) a relative who shares his or her home, (iv) a trust, estate, or other account in which he/she has a present or future interest in the income, principal or right to obtain title to the securities, or (v) other persons by reason of any contract, arrangement, understanding, or relationship that provides him or her with sole or shared voting or investment power over the securities held by such person. |
3. | Chief Compliance Officer refers to the individual appointed by the Firms Board of Directors to oversee its Code. |
4. | control means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Ownership of 25% or more of a companys outstanding voting securities is presumed to give the holder of those securities control over the company. This is a rebuttable presumption, and it may be countered by the facts and circumstances of the given situation. Any person who does not so own more than 25% of the voting securities of any company shall be presumed not to control such company. A natural person shall not be presumed to be a controlled person. |
5. | client means any Fund, a series of any Fund, or a separately managed investment management account for whom Analytic acts as investment adviser or subadviser. |
6. | disclosable transaction means any transaction in a security pursuant to which an access person would have a beneficial ownership, as well as any transaction in any Fund. |
7. | family members means members of the access persons immediate family and other relatives residing the access persons household. |
8. | Fund means any investment company registered under the Act. |
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9. | initial public offering means an offering of securities registered under the Securities Act of 1933, as amended (the 1933 Act), the issuer of which, immediately before the registration was not subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act. Limited offering means an offering that is exempt from registration under the Securities Act pursuant to Section 4(2) or Section 4(6) or Rules 504, 505, or 506 under the Securities Act. Limited offerings are commonly referred to as private placements. |
10. | investment personnel means (i) any portfolio manager and (ii) research analysts, portfolio analyst, traders and other personnel who provide information and/or advice to any portfolio manager, or who execute or help execute any portfolio managers decisions or who otherwise in connection with his or her regular functions or duties makes or participates in making recommendations regarding the purchase or sale of securities by the Firm. Investment personnel also includes any natural person who controls the Firm and who obtains current information concerning recommendations regarding the purchase and sale of securities by the Firm. |
11. | A Managed Fund is any Fund advised/subadvised by Analytic. |
12. | A managed limited partnership is any limited partnership of which Analytic is the general partner or for which Analytic serves as investment adviser. |
13. | Nonresident Director means any director of the Firm who (a) is not an officer, employee or shareholder of the Firm, b) does not maintain a business address at the Firm and c) does not, in the ordinary course of his business, receive or have access to current information regarding the purchase or sale of securities by the Firm, information regarding recommendations concerning the purchase or sale of securities by the Firm or information regarding securities being considered for purchase or sale by the Firm. |
14. | person means a natural person or a company. |
15. | personal account means any securities account in which an access person or Nonresident Director has beneficial ownership. However, an access persons personal account shall not include such access persons interest in any managed limited partnership in which not more than 5% of the total interests are represented by investments of the direct portfolio manager(s) managing the partnership and not more than 10% of the total interests are represented by investments of all access persons in the aggregate. All similar managed limited partnerships will be viewed as a single entity for this purpose. A managed limited partnership will not be considered a personal account of Analytic in its capacity as general partner of such partnership or as investment adviser to such partnership. |
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16. | portfolio manager means an employee of the Firm entrusted with the direct responsibility and authority to make investment decisions affecting the client accounts managed by the Firm. |
17. | purchase or sale of a security includes, among other things, the purchase or sale of an option whose underlying instrument would be classified as a security. |
18. | The designated Review Officer is the Chief Compliance Officer of Analytic. Each of (i) the Chief Investment Officers of Analytic, (ii) the President of Analytic and (iii) the Chief Operating Officer of Analytic is an Alternate Review Officer. In the absence of the Review Officer, an Alternate Review Officer shall act in all respects in the manner prescribed herein for the Review Officer. The Review Committee shall consist of the Review Officer and any two of the Alternate Review Officers. In the absence of the Review Officer, the Review Committee shall consist of three Alternate Review Officers. The Review Committee will have no other responsibilities under the Code except the review and approval of pre-clearance requests. |
19. | A related security is any security whose value directly fluctuates as a result of a change in the value of a security in the security universe. |
20. | security any stock, bond, future, investment contract or any other instrument that is considered a security under the Advisers Act. The term also includes: |
| options on securities, on indexes and on currencies; |
| futures contracts; |
| interests in limited partnerships (including limited liability and other companies that are treated as partnerships for U.S. federal income tax purposes); |
| shares of foreign unit trusts and foreign mutual funds; |
| shares of closed-end investment companies; and |
| shares of and/or interests in private investment funds, hedge funds, investment clubs and any other pooled investment vehicles exempt from registration under the Act; |
but specifically does not include:
| direct obligations of the U.S. government; |
| bankers acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt obligations, including repurchase agreements; |
| shares issued by money market funds (domiciled inside or outside the United States); |
| shares of open-end Funds that are not advised or subadvised by the Firm; and |
| shares issued by unit investment trusts that are invested exclusively in one or more open-end Funds, none of which are Managed Funds (. |
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21. | A security held or to be acquired by a client means (i) any security which, within the most recent 15 days, (a) is or has been held by a client or (b) is being or has been considered by Analytic for purchase for a client or (ii) any option to purchase or sell any security convertible into or exchangeable for a security described in (i) above. |
22. | A security is being purchased or sold by a client from the time when a recommendation has been communicated to the persons who place the buy and sell orders for that client until the time when such program has been fully completed or terminated. |
23. | security universe means only the securities held or to be acquired by Analytic on behalf of its clients or the securities held by Analytics clients. |
III. Prohibited Purchases and Sales of Securities
1. | No access person shall, in connection with the purchase or sale, directly or indirectly, by such person of a security held or to be acquired by any client: |
a) | employ any device, scheme, or artifice to defraud such client; |
b) | make to such client any untrue statement of a material fact or omit to state to such client a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; |
c) | engage in any act, practice, or course of business that would operate as a fraud or deceit upon such client; |
d) | engage in any manipulative practice with respect to such client; or |
e) | engage in any manipulative practice with respect to securities, including price manipulation. |
2. | Subject to certain exemptions in Section IV (2) of this Code, no access person (other than a Nonresident Director) may purchase or sell, directly or indirectly, a security for a personal account at the same time that the same security or a related security is in the security universe without prior written approval of the Review Committee. Subject to certain exemptions in Section IV (2) of this Code, no Nonresident Director may knowingly purchase or sell, directly or indirectly, a security for a personal account at the same time that the same security or a related security is in the security universe, without the prior written consent of the Review Committee. |
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3. | No access person shall reveal to any other person (except in the normal course of his or her duties on behalf of any client) any information regarding transactions in securities by any client or any such securities in the security universe. |
4. | No access person shall recommend any transaction in securities by any client without having disclosed his or her interest, if any, in such securities or the issuer thereof, including without limitation: |
a) | the access persons beneficial ownership of any securities of such issuer; |
b) | any contemplated transaction by the access person in such securities; |
c) | any position the access person has with such issuer or its affiliates (for example, a directorship); and |
d) | any present or proposed business relationship between such issuer or its affiliates, on the one hand, and the access person or any party in which the access person has a significant interest, on the other; provided, however, that in the event the interest of such access person in such issuer is not material to his or her personal net worth and any contemplated transaction by the access person in securities of such issuer cannot reasonably be expected to have a material adverse effect on any such transaction by any client or on the market for the securities generally, that access person shall not be required to disclose his or her interest in those securities or the issuer thereof in connection with any such recommendation. |
5. | No access person (other than a Nonresident Director) shall acquire beneficial interest in any securities in an initial public offering (IPO) or other limited offerings commonly referred to as private placements, without prior written approval of the Review Committee. The Review Committee must maintain a record of any decision, and the reasons supporting the decision, to approve the access persons acquisition of an IPO or private placement for at least five years after the end of the fiscal year in which the approval was granted. Before granting such approval the Review Committee will carefully evaluate such investment to determine that the investment creates no material conflict between the access person and the Firm or its clients. The Review Committee may make such determination by looking at, among other things, the nature of the offering and the particular facts surrounding the purchase. For example, the Review Committee may consider approving the transaction if the Review Committee can determine that: (i) the investment did not result from directing Firm business to the underwriter of the issuer of the security, (ii) the access person is not misappropriating an opportunity that should have been offered to a client, and (iii) the access persons investment decisions for clients will not be unduly influenced by his or her personal holdings, and investment decisions are based solely on the best interests of clients. Any person authorized to purchase security in an IPO or private placement shall disclose that investment when they play a part in the clients subsequent consideration of an investment in that issuer. In such circumstances, the clients decision to purchase securities of the issuer shall be subject to independent review by investment personnel with no personal interest in the issuer. |
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6. | No access person shall profit from the purchase and sale, or sale and purchase, of the same (or equivalent) security within a 60-day calendar day period. Trades made in violation of this prohibition will be unwound, if possible. Otherwise, any profits realized on such short-term trades shall be subject to disgorgement to the appropriate client portfolio. |
Exception: The Review Committee may allow exceptions to this policy on a case-by-case basis when the abusive practices that the policy is designed to prevent, such as front running or conflicts of interest, are not present and the equity of the situation strongly supports an exemption. An example is the involuntary sale of securities due to unforeseen corporate activity such as a merger. The ban on short-term trading profits is specifically designed to deter potential conflicts of interest and front running transactions, which typically involve a quick trading pattern to capitalize on a short-lived impact of a trade by one of the client portfolios. The Review Committee shall consider the policy reasons for the ban on short-term trades, as stated herein, in determining when an exception to the prohibition is permissible. The Review Committee may consider granting an exception to this prohibition if the securities involved in the transaction are not eligible for inclusion in the security universe. In order for a proposed transaction to be considered for exemption from the short-term trading prohibition, the access person must complete, sign and submit to the Review Committee a completed Securities Transaction Report Relating to Short-Term Trading, certifying that the proposed transaction is in compliance with this Code. The Review Officer shall retain a record of exceptions granted and the reasons supporting the decision.
7. | Subject to Section IV (2) of this Code, new employees who at the date of their employment own any security included in the security universe and current employees with a security holding that subsequently is included in the security universe are prohibited from engaging in any transaction which might be deemed to violate this Code. |
8. | No access person shall sell for a profit a holding of a Managed Fund (including exchange redemptions) prior to 90 days of purchase. |
Exception: The holding period requirement will not apply to sales of money market funds or other fixed income funds appropriate for short-term investment, nor will it apply to certain types of systematic withdrawals such as automatic withdrawal plans, purchases of related
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Funds through directed dividends, periodic rebalancing or similar transactions.
The Review Committee may, at its discretion, grant exceptions to this holding period requirement on a case-by-case basis. Such exceptions will be documented by the Review Committee.
9. | No access person shall purchase common, preferred or any other shares or debt securities of a closed-end Managed Fund. |
IV. Pre-Clearance of Transactions
1. | Access persons are strongly encouraged to limit personal transactions to the purchase and sale of open-end Funds and exchange-traded funds. All proposed transactions in a security by an access person (other than a Nonresident Director) must be pre-approved by the Review Committee. All pre-clearance requests will be considered by the Review Committee, which will document all decisions. |
Except as provided in Section IV (2) of this Code, every access person (other than a Nonresident Director) must pre-clear each proposed transaction in a security with the Review Committee prior to proceeding with the transaction. No transaction in securities shall be effected without the prior written approval of the Review Committee. Pre-clearance approval will expire at the close of business on the trading date one business day after the date on which authorization is received. For example, pre-clearance received Friday at 9:00 a.m. would expire as of the close of business Monday. If the trade is not completed before such pre-clearance expires, the access person is required to again obtain pre-clearance for the trade. In addition, if an access person becomes aware of any additional information with respect to a transaction that was pre-cleared, such person is obligated to disclose that information to the Review Committee prior to executing the pre-cleared transaction.
2. | The pre-clearance requirements of Section IV (1) shall not apply to purchases or sales of direct obligations of the Government of the Untied States, bankers acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments (including repurchase agreements), shares of open-end Funds, and exchange-traded funds. |
3. | No Review Officer or Alternate Review Officer will be involved in the review and approval of his or her own pre-clearance request. |
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V. Additional Restrictions and Requirements
1. | A conflict of interest occurs when the personal interests of employees interfere or could potentially interfere with their responsibilities to the Firm and its clients. No access person shall accept or receive any gifts, favors, entertainment or other things (gifts) of more than de minimis value from any person or entity that does business with Analytic. Similarly, no access person shall offer gifts, favors, entertainment or other things of more than de minimis value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to the Firm or the access person. All gifts with a fair market value in excess of $100 are viewed as gifts of more than de minimis value and require pre-approval by the Review Officer. In addition, no investment personnel may receive gifts from the same source valued at more than $350 per individual recipient on an annual basis. No access person or member of his or her immediate family may utilize the receipt of a gift when acting in a fiduciary capacity. This general principle applies in addition to the more specific following guidelines: |
Gifts: No access person shall receive any gift, service or other thing of more than de minimis value from any person or entity that does business with or on behalf of the Firm. No access person shall give or offer any gift of more than de minimis value to existing clients or any entity that does business with or on behalf of the Firm without pre-approval by the Review Officer.
Cash: No access person shall give or accept cash gifts or cash equivalents to or from a client, prospective client or any entity that does business with or on behalf of the Firm.
Business Entertainment: No access person shall provide or accept extravagant or excessive entertainment to or from a client, prospective client, or any person or entity that does or seeks to do business with or on behalf of the Firm. Access persons may provide or accept a business entertainment event, such as dinner or a sporting event, of reasonable value, if the person or entity providing the entertainment is present. Questions regarding the value of proposed entertainment should be directed to the Chief Compliance Officer.
2. | No access person (or their family) may make a political contribution for the purpose of obtaining or retaining advisory contracts with government entities. Access persons may not consider any of the Firms current or anticipated business relationships as a factor in soliciting political or charitable donations. Access persons should refer to the Firms Pay-to-Play Policy for specific limitations on making political contributions. Questions regarding limitations on political and charitable contributions should be directed to the Chief Compliance Officer or the Chief Operating Officer. |
3. | Because of the high potential for conflicts of interest and insider trading problems, the Firm carefully scrutinizes any access persons service on a board of directors of a publicly traded company. No access person shall accept a position as a director, trustee, or general partner of a publicly traded company or partnership unless the acceptance of such position has been approved by the Chief Compliance Officer. Such authorization will be granted based solely on the best interests of the Firm and its clients. |
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Additional conflicts may arise when personal interests conflict with Firm interests or cause harm to the reputation of the Firm. Prior written approval from the President, Chief Financial Officer/General Counsel, Chief Operating Officer or Chief Compliance Officer must be obtained for other outside activities that may create a potential conflict of interest for an access person or the Firm, including outside business or investment activities (such as directorships, consulting engagements, outside business affiliations, or public positions) and acting as an executor or trustee.
4. | No access person shall knowingly buy or sell a security within seven calendar days before and two calendar days after any portfolio of the Firm trades in that security. Any trades made within the proscribed period will be unwound, if possible. Otherwise, any profits realized on trades within the proscribed period shall be disgorged to the appropriate client portfolio. |
5. | Every access person must direct each brokerage firm or bank at which the access person maintains a personal account to send duplicate copies of confirmations of all disclosable transactions and copies of periodic statements for all such accounts promptly to Analytic. Compliance with this provision can be effected by the access person providing duplicate copies of all such statements directly to Analytic. A Nonresident Director may direct each brokerage firm or bank at which he maintains a personal account to send duplicate copies of confirmations of all disclosable transactions or copies of periodic statements for all such accounts promptly to Analytic. A quarterly transactions report under Section IV need not be filed by a Nonresident Director if it would duplicate information contained in broker trade confirmations or account statements received by Analytic in the time period required for reporting and all necessary information is included. |
VI. Reporting Obligations
1. | Every access person and each Nonresident Director shall report all disclosable transactions in which such access person or Nonresident Director has, or by reason of such transaction acquires, any beneficial ownership in securities; provided, however, an access person or Nonresident Director shall not be required to make a report with respect to transactions effected for any account over which such person does not have any direct or indirect influence. Reports shall be filed with the Review Officer each quarter. The Review Officer shall submit confidential quarterly reports with respect to his or her own personal securities transactions to an Alternate Review Officer, who shall act in all respects in the manner prescribed herein for the Review Officer. |
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All access persons and Nonresident Directors shall disclose to the Review Officer (i) all personal securities holdings (i.e., the title, number of shares and principal amount of each security in which the access person had any beneficial ownership
interest when he or she became an access person, including securities acquired before the person became an access person) and (ii) all personal accounts (i.e., the name of any broker, dealer or bank with whom the access person maintained an account in which any securities were held for the direct or indirect benefit of the access person as of the day the person became an access person) within ten days after commencement of employment. Reporting of personal accounts should include accounts of open-end Funds and other instruments exempt from the definition of security herein. Information contained in such reports should be current as of a date not more than 45 days before the individual became an access person.
In addition to reporting securities holdings and accounts, every access person or Nonresident Director shall certify in their initial report that (i) they have received, read and understand the Code and recognize that they are subject thereto, and (ii) they have no knowledge of the existence of any personal conflict of interest relationship which may involve a client, such as any economic relationship between their transactions and securities held or to be acquired by any client portfolio.
2. | Every report shall be made not later than thirty days after the end of the calendar quarter in which the transaction to which the report relates was effected and shall contain the following information: |
a) | the date of the transaction, the title and the number of shares, interest rate and maturity date (if applicable), trade date and the principal amount of each security involved; |
b) | the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); |
c) | the price at which the transaction was effected; |
d) | the name of the broker, dealer or bank with or through whom the transaction was effected; and |
e) | the date the report was submitted to the Review Officer. |
In addition, with respect to any account established by an access person or Nonresident Director in which any securities or Fund shares were held during the quarter for the direct of indirect benefit of the access person or Nonresident Director, the access person or Nonresident Director must provide (i) the name of the broker, dealer or bank with whom the access person or Nonresident Director established the account, (ii) the date the account was established, and (iii) the date the report is submitted by the access person or Nonresident Director.
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This quarterly report shall be made on the Securities Transaction for the Calendar Quarter Ended form and shall be delivered to the Review Officer.
In the event an access person or Nonresident Director expects to be out of the office during the thirty-day period after the end of the calendar quarter, a quarterly transaction report may be submitted prior to the end of the calendar quarter. Under such circumstances, because the access person or Nonresident Director will be representing that the report contains all disclosable transactions as of the calendar quarter ended, the access person or Nonresident Director may not enter into any personal securities transactions between the date of the early submission of the quarterly transaction report and the last day of the calendar quarter.
3. | Any such report may refer to the information contained in the statements required by Section VI (2) of this Code. |
4. | Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any beneficial ownership in the security or securities to which the report relates. |
5. | Every access person shall report the name of any publicly traded company (or any company anticipating a public offering of its equity securities) and the total number of its shares beneficially owned by him or her if such total ownership is more than 1/2 of 1% of the companys outstanding shares. |
6. | Every access person who owns securities acquired in a private placement shall disclose such ownership to the Review Officer if such person is involved in any subsequent consideration of an investment in the issuer by a client. Analytics decision to recommend the purchase of such issuers securities to any client will be subject to independent review by investment personnel with no personal interest in the issuer. |
7. | In the event that no disclosable transactions occurred during the quarter, the report should be so noted and returned signed and dated. |
8. | Every access person and Nonresident Director shall disclose to the Review Officer all personal securities holdings, personal holdings of a Fund and personal accounts as of the calendar year ended within 30 days after year-end. In addition to reporting securities holdings, every access person shall certify annually that he or she: |
a) | has received, read and understands the Firms Code and recognized that he/she is subject to it; |
b) | has complied with the Code; |
c) | has disclosed and reported all disclosable transactions; |
d) | has not disclosed pending buy or sell orders for a client to any employees of any other management company, except where the disclosure occurred subsequent to the execution or withdrawal of an order; and |
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e) | has no knowledge of the existence of any personal conflict of interest relationship which may involve a client, such as economic relationship between his or her transactions and securities held or to be acquired by any client portfolios. |
This annual certification shall be made on the Annual Report of Access Person form and shall be delivered to the Review Officer.
9. | Analytic shall provide access persons with the Code and any amendments of the Code and access persons shall submit written acknowledgement that they have received, read, and understand the amendments to the Code. The Firm and members of its compliance staff will make every attempt to highlight important changes for employees. |
10. | All access persons must report violations of the Firms Code promptly to the Chief Compliance Officer. Any reports pursuant to the Firms Code will be treated confidentially to the extent permitted by law and investigated promptly and appropriately. Access persons may submit any violation report referenced herein anonymously. The Firm encourages access persons to report apparent or suspected violations of the Code in addition to actual or known violations of the Code. Retaliation against any access person who reports a violation with respect to the Firms Code is prohibited and constitutes a further violation of this Code. |
11. | No Review Officer or Alternate Review Officer will be involved in the review of his or her own reporting forms. |
VII. Review and Enforcement
1. | The Review Officer or, in his or her absence, an Alternate Review Officer has been designated with the responsibility of reviewing and monitoring personal securities transactions and trading patterns of the Firms access persons. The review of personal securities holding and transaction reports by access persons will include: (i) an assessment of whether the access person followed any required internal procedures, such as pre-clearance; (ii) comparison of personal trading to a restricted lists, if any; (iii) an assessment of whether the access person is trading for his or her own account in the same securities he or she is trading for clients and if so, whether the clients are receiving terms as favorable as the access person takes for himself or herself; (iv) periodically analyzing the access persons trading for patterns that may indicate abuse, including market timing; and (v) investigation of any substantial disparities between the percentage of trades that are profitable when the access person trades for his or her own account and the percentage that are profitable when he or she places trades for clients. |
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Determination of whether a violation of this Code may have occurred will be made by the Review Officer. Before making any determination that a violation has been committed by any person, the Review Officer shall give such person an opportunity to supply additional explanatory material.
2. | If the Review Officer determines that a violation of this Code may have occurred, he or she shall submit his or her determination, and any additional explanatory material provided by the individual, to an Alternate Review Officer, who shall make an independent determination as to whether a violation has occurred. |
3. | If the Alternate Review Officer finds that a violation has occurred, the Alternate Review Officer shall impose upon the individual such sanctions as he or she deems appropriate, including, but not limited to, a letter of censure, suspension or termination of the employment of the violator, or disgorgement of profits. There shall be no mandatory sanction for inadvertent non-compliance with the blackout trading restrictions set forth in Section III (2) or Section V (3). |
4. | No person shall participate in a determination of whether he or she has committed a violation of this Code or of the imposition of any sanction against himself or herself. If a securities transaction of the Review Officer is under consideration, an Alternate Review Officer shall act in all respects in the manner prescribed herein for the Review Officer. |
VIII. Records
Analytic shall maintain records in the manner and to the extent set forth below, which records shall be available for examination by representatives of the Securities and Exchange Commission.
1. | A copy of this Code and any other code which is, or at any time within the past five years has been, in effect shall be preserved; |
2. | A record of any violation of the Code, and of any action taken as a result of such violation, shall be preserved for a period of not less than five years following the end of the fiscal year in which it was made; |
3. | A record of all written acknowledgements of receipt of the Code and amendments for each person who is currently, or within the past five years was, an access person shall be preserved for a period of not less than five years following the date the individual ceases to be an access person of the Firm; |
4. | A copy of each report made by an access person or Nonresident Director pursuant to this Code shall be preserved for a period of not less than five years from the end of the fiscal year in which it was made; |
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5. | A list of all persons who are, or within the past five years, have been required to make reports pursuant to this Code and a list of all persons who were responsible for reviewing the reports shall be maintained; |
6. | Each memorandum made by the Review Officer hereunder for a period of five years from the end of the fiscal year in which it was made; |
7. | A record of any decision and supporting the reason(s) for approving the acquisition of securities by access persons in IPOs and limited offerings for at least five years after the end of the fiscal year in which approval was granted; and |
8. | A copy of every report provided to a Managed Funds Board of Directors by the Firm which describes any issue arising under this Code and certifies that the Firm has adopted procedures reasonably necessary to prevent access persons from violating this Code. |
X. Miscellaneous
1. | Reports submitted pursuant to this Code shall be confidential and shall be provided only to those employees of the Firm with a need to know the contents thereof, officers and directors of the Firm, chief compliance officers of any Managed Fund, counsel and/or regulatory authorities upon appropriate request. |
2. | Analytic may from time to time adopt such interpretations of this Code as it deems appropriate. |
3. | The Review Officer shall prepare a report to Analytics Board of Directors, upon request, as to the operation of this Code and shall address in any such report the need (if any) for further changes or modifications to this Code. |
4. | The Review Officer shall provide to the Chief Compliance Officer of any Managed Fund any reports required under the Funds Code. |
5. | The Firm will include in its Form ADV, a description of the Firms Code, and the Firm will provide a copy of its Code to any client or prospective client upon request. |
Adopted this 3rd day of December, 1998
Dated: December 3, 1998
Amended: July 26, 2000
2 nd Amendment: August 28, 2001
3 rd Amendment: July 15, 2004
4 th Amendment: September 30, 2005
5 th Amendment: August 14, 2009
6 th Amendment: March 5, 2014
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POLICIES AND PROCEDURES
DESIGNED TO DETECT AND PREVENT INSIDER TRADING
Section I. Policy Statement On Insider Trading
A. Introduction
Analytic Investors, LLC. (Analytic or the Firm) seeks to foster a reputation for integrity and professionalism. That reputation is a vital business asset. The confidence and trust placed in us by investors in mutual funds and advisory accounts advised by Analytic is something we value and endeavor to protect. To further that goal, this Policy Statement prescribes procedures to deter the misuse of material, nonpublic information in securities transactions.
Trading securities while in possession of material, nonpublic information or improperly communicating that information to others may expose you to severe penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten years imprisonment. The Securities and Exchange Commission (the SEC) can recover the profits gained or losses avoided through the violative trading, impose a penalty of up to three times the illicit windfall and can permanently bar you from the securities industry. Finally, you may be sued by those seeking to recover damages for insider trading violations.
Regardless of whether a government inquiry occurs, Analytic views seriously any violation of this Policy Statement. Such violations constitute grounds for disciplinary sanctions, including immediate dismissal.
B. Scope of the Policy Statement
This Policy Statement is drafted broadly and will be applied and interpreted in a similar manner. This Policy Statement applies to securities trading and information handling by directors, officers and employees of Analytic (including spouses, domestic partners, minor children and adult members of their households).
The law of insider trading is continuously evolving and an individual legitimately may be uncertain about the application of the Policy Statement in a particular circumstance. Often, asking a single question can help avoid disciplinary action or complex legal problems. You should direct any questions relating to the Policy Statement to the Chief Compliance Officer. You also must notify the Chief Compliance Officer immediately if you have any reason to believe that a violation of the Policy Statement has occurred or is about to occur.
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C. Policy Statement on Insider Trading
The nature and style of the investment process conducted at Analytic does not rely upon nonpublic information, whether material or not. Proprietary analysis performed on public information is not generally considered to be inside information, and as such Analytic personnel can be confident that trading for a client account based on our proprietary analysis will not be regarded as insider trading. All relevant restrictions in the Code regarding the use of Analytics proprietary analysis for personal trading still apply. No person to whom this Policy Statement applies, including you, may trade, either personally or on behalf of others (such as for mutual funds and private accounts managed by Analytic), while in possession of material, nonpublic information; nor may you communicate material, nonpublic information to others in violation of the law. This section sets forth principles important to the Policy Statement.
1. Material Information
Information is material when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this is information the disclosure of which will have a substantial effect on the price of a companys securities. No simple bright line test exists to determine when information is material; assessment of materiality involves a highly fact-specific inquiry. For this reason, you should direct any questions about whether information is material to the Chief Compliance Officer.
Material information often relates to a companys results and operations including, for example, dividend changes, earnings results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.
Material information also may relate to the market for a companys securities. Information about a significant order to purchase or sell securities may, in some contexts, be deemed material. Similarly, prepublication information regarding reports in the financial press also may be deemed material. For example, the Supreme Court upheld the criminal convictions of insider trading defendants who capitalized on prepublication information about The Wall Street Journal s Heard on the Street column.
2. Nonpublic Information
Information is public when it has been disseminated broadly to investors in the marketplace. Tangible evidence of such dissemination is the best indication that the information is public. For example, information is public after it has become available to the general public through a public filing with the SEC or some other governmental agency, the Dow Jones tape or The Wall Street Journal , some other publication of general circulation, or a public internet website and after sufficient time has passed so that the information has been disseminated widely.
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3. Identifying Inside Information
Before executing any trade for yourself or others, including investment companies or private accounts managed by Analytic, you must determine whether you have access to material, nonpublic information. If you think that you might have access to material, nonpublic information, you should take the following steps:
(i.) Report the information and proposed trade immediately to the Chief Compliance Officer or, in his or her absence, the Chief Operating Officer.
(ii.) Do not purchase or sell the securities on behalf of yourself or others, including investment companies or private accounts managed by Analytic.
(iii.) Do not communicate the information inside or outside Analytic, other than to the Chief Compliance Officer or, in his or her absence, the Chief Operating Officer.
(iv.) After the Chief Compliance Officer has reviewed the issue, the Firm will determine whether the information is material and nonpublic and, if so, what action the firm should take, if any.
You should consult with the Chief Compliance Officer before taking any action. This degree of caution will protect you, the Firms clients and the Firm.
4. Contacts with Public Companies
For Analytic, direct contact with public companies does not represent an important part of the Firms research efforts. Material, nonpublic information of a sort that might arrive through direct company contact may arrive to Analytic, however, through brokers, research services, or other market contacts. Employees are advised that such information is not germane to Analytics style of investment management. Such information should not influence trading of client accounts, should not be used to conduct personal transactions, and should not be passed on to others.
5. Tender Offers
Tender offers represent a particular concern in the law of insider trading for two reasons. First, tender offer activity often produces extraordinary gyrations in the price of the target companys securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule that expressly forbids trading and tipping while in possession of material, nonpublic information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either. Analytic employees and others subject to this Policy Statement should exercise particular caution any time they become aware of nonpublic information relating to a tender offer.
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Section II. Procedures To Implement The Policy Statement On Insider Trading
A. Procedures to Implement Analytics Policy against Insider Trading
The following procedures have been established to aid the officers, directors and employees of Analytic in avoiding insider trading and to aid Analytic in preventing and detecting against insider trading and imposing appropriate sanctions against violations of the firms policies. Every officer, director and employee of Analytic must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability and criminal penalties. If you have any questions about these procedures, you should consult the Chief Compliance Officer.
1. Personal Securities Trading
All officers, directors and employees of Analytic (except Nonresident Directors, as that term is defined in Analytics Code) must direct each brokerage firm or bank at which they maintain a securities account to send duplicate confirmations of all disclosable transactions and copies of periodic statements for all disclosable transaction accounts promptly. Compliance with the provision can be effected by these persons providing duplicate copies of all such statements directly to Analytic. In addition all access persons (as defined in Analytics Code) are subject to quarterly transaction reporting requirements and annual holdings disclosure to the Chief Compliance Officer.
All officers, directors and employees of Analytic (except Nonresident Directors, as that term is defined in Analytics Code) shall obtain clearance from the Review Committee prior to effecting any relevant securities transaction in which they, or members of their immediate families (including spouses, domestic partners, minor children and adults living in the same household), or as the officer, director or employee of trusts of which they are trustees or in which they have a beneficial interest, are parties. The Review Committee, as appropriate, shall promptly notify the officer, director or employee of clearance or denial of clearance to trade. Notification of approval or denial to trade may be given orally; however, it shall be confirmed in writing within 24 hours of the oral notification. Such notification must be kept strictly confidential.
2. High-Risk Trading Activities
Certain high-risk trading activities, if used in the management of an Analytic officers, directors or employees personal trading portfolio, are risky not only because of the nature of the securities transactions themselves, but also because of the potential that an action necessary to close out the transactions may become prohibited during the pendency of the transactions. Examples of such activities include short sales of common stock and trading in derivative instruments such as option contracts to purchase (call) or sell (put) securities at certain predetermined prices. Analytics officers, directors and employees should understand that short sales and trading in derivative instruments involve special risksderivative instruments, for example, ordinarily have greater price volatility than the underlying security. The fulfillment of the obligations owed by each
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officer, director and employee to Analytic may heighten those risks. For example, if Analytic becomes aware of material, nonpublic information about the issuer of the underlying securities, Analytic personnel may find themselves frozen in a position in a derivative security. Analytic will not bear any losses resulting in any personal account because of this Policy Statement and its procedures.
3. Restrictions on Disclosures
Access persons shall not disclose any nonpublic information (whether or not it is material) relating to Analytic or its securities transactions to any person outside the Firm (unless such disclosure has been authorized by Analytic). Material, nonpublic information may not be communicated to anyone, including persons within Analytic, with the exception of the Chief Compliance Officer or, in his or her absence, the Chief Operating Officer. Such information must be secured. For example, access to files containing material, nonpublic information and computer files containing such information should be restricted and conversations regarding such information, if appropriate at all, should be conducted in private to avoid potential interception.
Section III. Supervisory Procedures
A. Supervisory Procedures
Analytic has assigned the Chief Compliance Officer the primary responsibility for the implementation and maintenance of Analytics policy and procedures against insider trading. The Firms supervisory procedures can be divided into two classificationsprevention of insider trading and detection of insider trading.
1. Prevention of Insider Trading
To prevent insider trading, the Chief Compliance Officer will:
(i.) provide, on a regular basis, an educational program to familiarize officers, directors and employees with Analytics policy and procedures;
(ii.) answer questions regarding Analytics policy and procedures;
(iii.) resolve issues of whether information received by an officer, director or employee of Analytic is material and nonpublic and determine what action, if any, should be taken;
(iv.) review on a regular basis and update as necessary Analytics policy and procedures;
(v.) when it has been determined that an officer, director or employee of Analytic has material, nonpublic information:
1. | implement measures to prevent dissemination of such information, and |
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2. if necessary, restrict officers, directors and employees from trading the implicated securities; and
(vi.) as a member of the Review Committee, promptly review, and either approve or disapprove, in writing, each request of an officer, director or employee for clearance to trade in specified securities.
2. Detection of Insider Trading
To detect insider trading, the Chief Compliance Officer will:
(i.) review the trading activity reports filed by each officer, director, and employee;
(ii.) review the trading activity of mutual funds and private accounts managed by Analytic;
(iii.) promptly investigate all reports of any possible violation of Analytics Policy and Procedures to Detect and Prevent Insider Trading; and
(iv.) coordinate the review of such reports with other appropriate officers, directors or employees of Analytic.
3. Special Reports to Management
Promptly upon learning of a potential violation of Analytics Policy and Procedures to Detect and Prevent Insider Trading, the Chief Compliance Officer should prepare a written report to management providing full details, which may include (1) the name of particular securities involved, if any; (2) the date(s) the Chief Compliance Officer learned of the potential violation and began investigating; (3) the accounts and individuals involved; (4) actions taken as a result of the investigation, if any; and (5) recommendations for further action.
4. General Reports to Management and/or the Board of Directors
On an as-needed or periodic basis, Analytic may find it useful for the Chief Compliance Officer to prepare a written report to the management and/or the Board of Directors of Analytic setting forth some or all of the following:
(i.) a summary of existing procedures to detect and prevent insider trading;
(ii.) a summary of changes in procedures made in the last year;
(iii.) full details of any investigation since the last report (either internal or by a regulatory agency) of any suspected insider trading, the results of the investigation and a description of any changes in procedures prompted by such investigation;
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(iv.) an evaluation of the current procedures and a description of anticipated changes in procedures; and
(v.) a description of Analytics continuing educational program regarding insider trading, including the dates of such programs since the last report to management.
The Chief Compliance Officer must notify or clear his/her own proposed transactions with an Alternate Review Officer (as defined in the Code).
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CODE OF ETHICS POLICY
Purpose and Scope
The purpose of the Code of Ethics Policy (the Policy) is to implement a policy of strict compliance with the highest standards of ethical business conduct and the provisions of applicable federal securities laws, including rules and regulations promulgated by the SEC. This Policy provides guidance to all Company personnel regarding ethical business principles. The Policy designed to ensure compliance with legal requirements and the Companys standard of business conduct. Employees shall read and understand the Policy and uphold the standards outlined herein in their day-to-day activities at the Company.
General Policy
This Policy does not address every possible situation that may arise. Consequently, every Employee is responsible for exercising good judgment, applying ethical principles, and bringing violations or potential violations of this Policy to the attention of the Chief Compliance Officer. Any questions regarding the Companys policies and procedures should be referred to the Compliance Department. This Policy shall apply to each Employee of the Company. The Policy covers the following topics:
(i) | Insider Trading |
(ii) | Personal Trading Policy |
(iii) | Outside Business Activities and Private Securities Transactions |
(iv) | Business Gifts and Entertainment |
(v) | Political Contributions |
The Company will distribute this Code of Ethics, and any amendments, to each Employee, and each Employee will be required to sign either electronically or in writing an acknowledgement, indicating that they have received a copy of the Code of Ethics and will comply with its provisions. Acknowledgements required under the Code of Ethics may be submitted in written or electronic format containing substantially the same information included on the form.
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Standards of Conduct
Compliance with Governing Laws, Regulations and Procedures
The Company and its Employees shall comply with all applicable federal and state laws and regulations.
(i) | Employees shall comply with all procedures and guidelines established by the Company to ensure compliance with applicable federal and state laws and regulations. No Employee shall knowingly participate in, assist, or condone any act of violation of any statute or regulation governing the Company or any act that would violate any provision of this Policy. |
(ii) | Employees shall have and maintain knowledge of and shall comply with the provisions of the Policy. |
(iii) | Employees having knowledge of violations of this Policy shall immediately report such violations to the Chief Compliance Officer. |
Individual Standards of Conduct
The following general principles guide the individual conduct of each Employee:
(i) | Employees will not take any action that will violate any applicable laws or regulations, including all federal securities laws. |
(ii) | Employees will adhere to the highest standards of ethical conduct. |
(iii) | Employees will maintain the confidentiality of all information obtained in the course of employment with the Company. |
(iv) | Employees will bring any issues reasonably believed to place the Company at risk to the attention of the Chief Compliance Officer. |
(v) | Employees will not abuse or misappropriate the Companys or any Clients assets or use them for personal gain. |
(vi) | Employees will disclose any activities that may create an actual or potential conflict of interest between the Employee, the Company and/or any Client. |
(vii) | Employees will deal fairly with Clients and other Employees and will not abuse the Employees position of trust and responsibility with Clients or take inappropriate advantage of his or her position with the Company. |
(viii) | Employees will comply with this Code of Ethics. |
Ethical Business Practices
It is the policy of the Company that any violation of applicable laws, regulations or this Policy shall be immediately reported to the Chief Compliance Officer. If an Employee, in good faith, raises an issue regarding a possible violation of law, regulation or Company policy or any suspected illegal or unethical behavior he or she will be protected from retaliation.
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Falsification or Alteration of Records
Falsifying or altering records or reports, preparing records or reports that do not accurately or adequately reflect the underlying transactions or activities, or knowingly approving such conduct is prohibited. Examples of prohibited financial or accounting practices include:
(i) | Making false or inaccurate entries or statements in any Company or Client books, records, or reports that intentionally hide or misrepresent the true nature of a transaction or activity; |
(ii) | Manipulating books, records, or reports for personal gain; |
(iii) | Failing to maintain books and records that completely, accurately, and timely reflect all business transactions; |
(iv) | Maintaining any undisclosed or unrecorded Company or Client funds or assets; |
(v) | Using funds for a purpose other than the described purpose; and |
(vi) | Making a payment or approving a receipt with the understanding that the funds will be, or have been, used for a purpose other than what is described in the record of the transaction. |
Competition and Fair Dealing
The Company seeks to outperform its competition fairly and honestly. The Company seeks competitive advantages through superior performance, not through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information obtained without the owners consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each Employee should endeavor to respect the rights of and deal fairly with the Clients, vendors, service providers, suppliers, and competitors. No Employee should, in connection with any Company business, take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair dealing practice. Employees should not falsely disparage or make unfair negative comments about its competitors or their products and services. Negative public statements concerning the conduct or performance of any former Employee of the Company should also be avoided.
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Privacy of Personal Information
The Company will acquire and retain only personal information that is required for the effective operation of the business of the Company or that is required by law in the jurisdictions in which the Company operates. Access to such information will be restricted internally to those with a legitimate need to know. Employee communications transmitted by the Companys systems are not considered private.
Online Blogging and Communication with Media
Without the express advance approval of the Chief Compliance Officer or the Compliance Department, Employees are prohibited from posting their opinions regarding an investment, issuer, investment strategy, market conditions, government financial actions, and any and all other such opinions as may appear to impart a financial opinion on any corporate, personal, or financial blogging website.
Spreading of False Rumors
The Company prohibits Employees from spreading Rumors (as hereinafter defined) directly or indirectly regarding the financial condition of any company. For purposes of the Code of Ethics, a Rumor shall be defined to include any statement which, at the time of making, the Employee knew, or should have known, was false, misleading, or otherwise untrue or deceptive. This includes any statement in which the Employee omits a fact or set of facts, which if disclosed would change the nature of the statement, and which by being omitted results in the statement being false, misleading or otherwise untrue and deceptive. The Company prohibits the dissemination of Rumors verbally, electronically, or in writing.
Protection of Confidential Information
Information generated in the Company is a valuable Company asset. Protecting this information plays a vital role in the Companys continued growth and ability to compete. Such information includes among other things, technical information such as computer programs and databases, business information such as the Companys objectives and strategies, trade secrets, processes, analysis, charts, drawings, reports, sales, earnings, forecasts, relationships with Clients, marketing strategies, training materials, Employee compensation and records, and other information of a similar nature. Employees must maintain the confidentiality of the Companys proprietary and confidential information and must not use or disclose such information without the express consent of an officer of the Company or when legally mandated.
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Confidentiality of Investor Information
As a registered investment adviser, we have particular responsibilities for safeguarding our investors information and the proprietary information of the Company. Employees should be mindful of this obligation when using the telephone, fax, electronic mail, and other electronic means of storing and transmitting information. Employees should not discuss confidential information in public areas, read confidential documents in public places, or leave or discard confidential documents where they can be retrieved by others.
Information concerning the identity of investors and their transactions and accounts is confidential. Such information may not be disclosed to persons within the Company except as they may need to know it in order to fulfill their responsibilities to the Company. You may not disclose such information to anyone or any firm outside the Company unless (i) the outside firm requires the information in order to perform services for the Company and is bound to maintain its confidentiality; (ii) when the Client has consented or been given an opportunity to request that the information not be shared; (iii) as required by law; or (iv) as authorized by the Chief Compliance Officer. In addition, Regulation S-AM (Reg S-AM) prohibits a registered investment adviser from using information about an individual consumer that has been obtained from an affiliated entity for marketing purposes unless the information sharing practices have been disclosed and the consumer has not opted out. The Company should not use information about individuals that was obtained from affiliates for any marketing purposes and the should not provide information about individuals to any of its affiliates for any marketing purposes.
Information regarding investor orders must not be used in any way to influence trades in personal accounts or in the accounts of other Clients. Intentionally trading ahead of a Clients order with the purpose of benefiting on the trade as a result of the Clients follow-on trade is known as frontrunning and is prohibited. Similarly, intentionally following a Clients order with Employee trading activity for a similar purpose is known as piggybacking or shadowing and is likewise prohibited. Certain six-month short-swing transactions (e.g., a sale and a purchase, or a purchase and a sale, occurring within a six- month period) are also prohibited. If you reasonably believe improper trading in personal or Client accounts has occurred, you must report such conduct to the Chief Compliance Officer.
Additionally, Employees are prohibited from buying or selling an option while in possession of non-public information concerning a block transaction in the underlying stock, or buying or selling an underlying security w hil e in possession of non-public information concerning a block transaction in an option covering that security (the inter-market front running), for an account in which the Company or such Employee has an interest or with respect to which the Company or such Employee exercises investment discretion. This prohibition extends to trading in stock index options and stock index futures while in possession of non-public information concerning a block transaction in a component stock of an index. A block transaction means a transaction involving 10,000 shares or more of an underlying security or options covering 10,000 shares or more of such security. In the case of a thinly traded security, fewer than 10,000 shares may constitute a block transaction.
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Prohibition Against Insider Trading
General
The Company forbids any Employee from trading, either personally or on behalf of others, including registered investment companies, private investment funds and private accounts advised by the Company, on material non-public information or communicating material non-public information to others in violation of the law. This conduct is frequently referred to as insider trading. The Companys policy extends to activities within and outside each persons duties at the Company.
The term insider trading is not defined in the federal securities laws, but generally is used to refer to the use of material non-public information to trade in securities (whether or not one is an insider) or to communications of material non-public information to others.
While the law concerning insider trading is not static, it is generally understood that the law prohibits:
(i) | Trading by an insider while in possession of material non-public information; |
(ii) | Trading by a non-insider while in possession of material non-public information, where the information either was disclosed to the non-insider in violation of an insiders duty to keep it confidential or was misappropriated; or |
(iii) | Communicating material non-public information to others. |
Insider Trading
The elements of insider trading and the penalties for such unlawful conduct are discussed below. If Employees have any questions, they should consult the Chief Compliance Officer.
Who is an Insider?
The concept of who is an insider is broad. It includes generally officers, directors and Employees of a company. In addition, a person can become a temporary insider if he or she enters into a special confidential relationship in the conduct of a companys affairs and, as a result, is given access to information solely for the companys purposes. A temporary insider can include, among others, a companys attorneys, accountants, consultants, bank lending officers, and certain Employees of such organizations. In addition, although it is unlikely to occur in the normal conduct of its business, the Company or an Employee could become a temporary insider of a company it advises or for which it performs other services. According to the U.S. Supreme Court, the company must expect an outsider to keep the disclosed non-public information confidential and the relationship must at least imply such a duty before the outsider will be considered an insider.
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What is Material Information?
Trading on inside information is not a basis for liability unless the information is material. Material information is defined generally as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a Companys securities. Information that should be considered material includes, but is not limited to, dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation problems, antitrust charges, labor disputes, pending large commercial or government contracts, major new products or services, significant shifts in operating or financial circumstances (such as major write-offs and strikes at major plants) and extraordinary management developments (such as key personnel changes).
What is Non-Public Information?
Information is non-public until it has been effectively communicated to the market place. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal or other publications of general circulation would be considered public.
Penalties for Insider Trading
Penalties for trading on or communicating material non-public information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include:
(i) | civil injunctions; |
(ii) | disgorgement of profits; |
(iii) | jail sentences; |
(iv) | fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited; and |
(v) | fines for the employer or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided. |
In addition, violations can be expected to result in serious sanctions by the Company, detailed in the Sanction Provisions section in this Policy, potentially including dismissal of the person(s) involved.
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Procedures to Detect and Prevent Insider Trading
The following procedures have been established to aid Employees in avoiding insider trading, and to aid the Company in preventing, detecting and imposing sanctions against individuals for insider trading. Each Employee must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability and criminal penalties.
Identifying Inside Information
Before trading for yourself or others, including any Client Account, in the securities of a Company about which you may have potential inside information, ask yourself the following questions:
(i) | Is the information material? Is this information that an investor would consider important in making his or her investment decisions? Is this information that would substantially affect the market price of the securities if disclosed? |
(ii) | Is the information non-public? To whom has this information been provided? Has the information been effectively communicated to the marketplace by appearing in publications of general circulation? Is the information already available to a significant number of other traders in the market? |
If after consideration of the foregoing you believe that the information is material and non-public, or if you have questions as to whether the information is material and non-public, you should take the following steps:
(i) | Report the matter immediately to the Chief Compliance Officer. |
(ii) | Do not purchase or sell the securities on behalf of yourself or others, including any Client Account. |
(iii) | Do not communicate the information within or outside of the Company other than to the Chief Compliance Officer. |
Client Account Trading
In connection with Company investments, certain Employees may gain access to material, non-public information relating to the applicable borrower or issuer. In such cases, the applicable borrower or issuer will be placed on the Companys Restricted List discussed below. In addition, in connection with investments, the Company will often enter into a confidentiality agreement relating to information that it may receive. It is the Companys general policy that all companies who are the subject of a confidentiality agreement will be placed on the Companys Restricted List.
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Prior to a confidentiality agreement being executed and an issuer being placed on the internal Company restricted list, an email should be circulated by the investment professional or his/her designee to an internal restricted list, which comprises members of investments, notifying his/her intention to become restricted in an issuer. This notification will provide members of the firm time to opine or reject the execution of the confidentiality agreement. After a period of 24 hours has passed and if there are no objections received, the issuer will be placed on the Companys restricted list. Each proposed confidentiality agreement shall be emailed to the Companys Legal department for review, prior to execution.
Restricting Access to Material Non-Public Information
Information in your possession that you identify as material and non-public may not be communicated to anyone, including any person within the Company other than those persons who need to know such information in order to perform their job responsibilities at the Company. In addition, care should be taken to keep the information secure. For example, memos, reports, correspondence or files containing the information should be restricted.
Resolving Insider Trading Issues
If, after consideration of the provisions of this Code of Ethics, you have questions as to whether information is material or non-public, the propriety of any action, or about the foregoing procedures, please contact the Legal/Compliance Department to discuss your questions before trading or communicating the information to anyone.
Restricted Lists
Whenever an Employee of the Company is in possession of material, non-public information with respect to an issuer (regardless of whether it is currently owned by the Company or any Client Account, but particularly if the Company is analyzing or recommending securities for Client transactions) the Employee receiving the information should immediately submit a request to the Compliance Department to add the issuer to the Restricted List. Specific instances where an issuer should be added to the Companys Restricted List include, but are not limited to, the following:
| In the event Highland has a representative or observer on the Board of Directors of an issuer, the employee appointed or the portfolio manager responsible for the issuer must also immediately submit a Restricted List request for such issuer. |
| In the event any Highland personnel becomes aware that any Highland portfolio company in respect of which Highland has a board designee or observer rights is entering into or has entered into a confidentiality or non-disclosure agreement with respect to a M&A transaction, the counterparties (e.g., the acquiring, merging or target company) should be immediately placed on the Restricted List. |
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Exceptions to this policy can only be granted with express Compliance Approval upon a showing that neither the existence of the transaction nor any information received in connection therewith constitute material non-public information. The Compliance Department will also have the discretion of placing an issuer on the Restricted List even though no Employee has or is expected to receive any material, non-public information about the issuer. Such action may be taken for the purpose of avoiding any appearance of the misuse of material, non-public information. When an issuer is placed on the Restricted List, all Employees are prohibited from personal trading in securities of those issuers. In addition, no trades in Client Accounts may be made in an issuer on the Restricted List until the Compliance Department makes a determination described in the following paragraph.
In the event that the Company desires to engage in a securities transaction relating to an issuer that is listed on the Restricted List, the Chief Compliance Officer will consider all relevant factors, which may include: (i) whether the proposed transaction involves a security, (ii) the circumstances surrounding the placement of such issuer on the Restricted List, (iii) the extent to which any Employee may have continued possession of material, non-public information, (iv) whether the counterparty to the transaction has access to the same information, (v) whether the counterparty is entering into customary big-boy/non-reliance representations, and (vi) whether that Employees access (if any) to such material, non-public information will prevent the Company from engaging in such security transaction. All such determinations will be made on a case-by-case basis. The Legal/Compliance Department may condition its determination on the Portfolio Manager providing a certification affirming that, as of such trade date, they do not possess any material, non-public information relating to such issuer. In addition, in certain circumstances the Chief Compliance Officer may authorize one or more groups to trade while the firm is in possession of material nonpublic information, subject to appropriate ethical walls being imposed that insulate the authorized groups from the information otherwise in possession of the firm.
The Chief Compliance Officer will be responsible for determining whether to remove a particular issuer from the Restricted List. The only persons who will have access to remove issuers from the Restricted List are members of the Compliance Department.
Personal Trading Policy
Policy Overview
The purpose of this policy regarding employee personal trading is to ensure that employees personal trading activity complies with applicable laws and regulations, and is carried out in a manner consistent with Company policy. The Company has an obligation to monitor employee personal trading to ensure that all trades meet the requirements set forth in this policy and that all personal trading transactions must avoid even the appearance of a conflict of interest. (For additional information regarding the Personal Trading Policy, including the list of approved brokerage firms, please see Employee Trading Policy) .
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General Principles
The following general principles should guide the individual trading activities of Employees:
1. | Employees may only trade Reportable Securities during the permitted trading windows discussed under Blackout Periods for Reportable Securities below, provided that up to 40 ETF trades may be completed each year at any time and, provided further that the Chief Compliance Officer may permit additional trades on a case-by-case basis. |
2. | Employees may not trade in the securities of an issuer in which any portfolio or fund managed by the Company has an interest in any part of the capital structure, (other than securities of issuers with respect to which the Company may be deemed to have an interest solely as a result of such securities being held in a retail client that is managed by a third party sub-advisor). Notwithstanding the foregoing, the Chief Compliance Officer may approve exceptions to this limitation upon showing of need such as (in the case of a sale by an employee where the Company is long the security in an account) or a showing of alignment of interests (such as where the employee wishes to buy a security that the company is long) provided that the investment does not violate any legal, regulatory, or contractual restriction. Issuers held by Company-advised ETFs which track an underlying index are excluded for this purpose and may be traded by employees assuming all other factors are met. |
3. | Executions of Employee account orders are subject to completion of Client orders (See, Restrictions on Personal Trading Activity below). |
4. | The Company reserves the right to cancel any Employees transaction. If a transaction is canceled, the Employee will bear the risk of loss and the Company (or a designated charity) will retain any profit associated with such cancellation. |
5. | Any breach of this policy may result in disciplinary action, up to and including termination of employment (See, Sanction Provisions for a detailed list of sanctions relating to violations of the Companys Code of Ethics Policy). |
Pre-Clearance Required for Reportable Securities: PTS
Employees are required to pre-clear all acquisitions or dispositions of Reportable Securities. Pre-clearance approval is good for the day on which it is obtained. Receiving pre-clearance approval for a specific trade does not oblige the employee to place the trade. Limit orders expiring at the end of a trading day are permissible; good until canceled orders are not.
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Pre-Clearance Procedures
To monitor, record, and report the personal trading activities of Employees, the Company uses the Financial Tracking Personal Trading System (PTS). Each Employee is provided a username and password to the online PTS. Pre-clearance must be obtained by submitting a pre-clearance request using the PTS. PTS will generate an approval or denial of the pre-clearance. PTS maintains a record of all pre-clearance requests submitted and their approval status, which can be viewed by both Compliance and Employees. The Chief Compliance Officer monitors all transactions made by all Employees in order to ascertain any pattern of conduct which may evidence conflicts or potential conflicts with the principles and objectives of this Policy.
Employees requiring pre-clearance of personal securities transactions while out of the office can email compliance@highlandcapital.com .
Transaction activity in proprietary accounts of the Company and its affiliates does not require preclearance pursuant to these policies.
Advance trade clearance in no way waives or absolves any Employees of the obligation to abide by the provisions, principles and objectives of this Policy.
Reportable Securities
For the purpose of this Code of Ethics, Reportable Securities are exchange traded funds (ETFs), closed-end funds, notes and financial derivatives, and, except as provided below, all public or private securities. However, ETFs and options on ETFs are not required to be pre-cleared.
The following instruments are not considered Reportable Securities: shares issued by open-end funds (mutual funds), other than funds advised by the Company or its affiliates , direct obligations of the Government of the United States, municipal securities, annuities, currencies and commodities, commercial paper, banker acceptances, and bank certificates of deposit.
Restrictions on Personal Trading Activity
Excessive trading by employees is discouraged and will be documented by Compliance and any issues identified will be presented to Senior Management.
Under no circumstances may any Employee effect a transaction in his or her personal account or in another Employees account while either in possession of material non-public information (MNPI) regarding the financial instrument and/or issuer that is the subject of the transaction, or with knowledge that a Client account is engaging, or likely to engage on the same day, in a similar transaction in the same instrument. Employees may reference the Companys Restricted List for a complete list of issuers the Company has access to MNPI. If an employee holds a position that is subsequently placed on the Restricted List, employees are prevented from closing out the position until the issuer is removed from the list.
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Employees are also restricted from trading issuers where the Company has filed under Section 13D (Company owns more than 5%) or Section 16A (Company owns more than 10%). Compliance will maintain a complete list of restricted issuers under this rule.
Employees are prohibited from trading in any firm holding, excluding ETFs, that is in conflict with the Companys position. Conflicting positions misalign employee interests with investor interests. For example, employees are not allowed to go long in a security if the Company is currently short in an account nor shall they short a security if the company is currently long the security in an account.
All employees are prohibited from violating any rule, regulation, or law while trading in their personal accounts. Highland employees are expected to live up not only to the letter of the law but also to the ideals of the Company.
Blackout Periods for Reportable Securities
Without the prior approval of the Chief Compliance Officer or his designee, no employee may directly or indirectly acquire or dispose of a beneficial ownership interest in a Reportable Security other than during the first 7 calendar days of February, May, August, November and during the seven calendar days commencing on December 15 th and ending on December 21 st each year. No Employee may directly or indirectly acquire or dispose of a beneficial ownership in a Reportable Security, with the exceptions of ETFs, when the Company has a pending transaction for an asset of the same issuer or its wholly owned affiliate. In the event the Chief Compliance Officer permits an employee trading a firm holding, such employee trade may not be effected until the third business day after the Companys most recent transaction in the assets of that issuer. For example, if the Company purchases any part of IBMs capital structure on Business Day 1 (loans, bonds, or equity), on Business Day 2 an employee may not trade in IBM but on Business Day 3 the employee may enter such a trade if the Company did not enter a trade in IBM on Business Day 2 and has no open orders on Business Day 3.
Employees will not be restricted from (i) exercising a call/put option position or otherwise covering an option position in their personal trading accounts prior to expiration as long as the original option position was approved through PTS, (ii) toggling elections within the Companys 401(k) plan, or (iii) investing in Funds managed by the Company or its affiliates (subject to applicable investor eligibility restrictions).
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Front Running
All Employees are prohibited from front running. The SEC states front-running occurs when a person trades in advance of his or her client in order to take advantage of changes in the market price of a security that will be caused by that clients trade.
Highland Retail Fund Trading
Employees are not allowed to trade for short term profits in any of the Retail Funds managed or sub-advised by the Company. Preclearance will be reviewed by the Chief Compliance Officer and will be subject to the same restrictions held on all other securities.
Pre-Clearance Required for Participation in IPOs
No Employee shall acquire any beneficial ownership in any securities in an initial public offering (as defined in Rule 204A-1 promulgated under the Advisers Act), for his or her account, without the prior approval of the Chief Compliance Officer who has been provided with full details of the proposed transaction.
Pre-Clearance Required for Private or Limited Offerings
No Employee shall acquire beneficial ownership of any securities in a limited offering (as defined in Rule 204A-1 promulgated under the Advisers Act) without the prior written approval of the Chief Compliance Officer who has been provided with full details of the proposed transaction.
Pre-Clearance Required for Personal Loans Collateralized by Securities
Prior to arranging a personal loan with a financial institution, which will be collateralized by securities, an Employee must obtain the approval of the Chief Compliance Officer. If the loan is approved, the Employee must supply the Chief Compliance Officer with an email containing the following information:
(i) | The date of the transaction, the title and the number of securities involved in the transaction, the principal amount of each security, and a description of any other interest involved; |
(ii) | The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); |
(iii) | The price at which the transaction was effected; and |
(iv) | The name of the broker, dealer or bank with or through whom the transaction was effected. |
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Hardship Exemption
Employees may request to trade outside of permitted windows or amounts under the hardship exemption. This exemption includes, without limitation, transferring assets to a new account, raising cash for taxes due, raising cash for unanticipated personal, family or medical expenses, raising cash for a large investment, incurring losses or gains in excess of 20% on an investment, or court ordered liquidation. These and other claims under the hardship exemption will be reviewed at the discretion of the Chief Compliance Officer.
Requests for hardship exemptions must be provided to the Chief Compliance Officer in writing. The Employee is not permitted to complete any transaction unless approval has been granted.
Any and all ambiguities relating to the administration of this policy will be determined and resolved by the Chief Compliance Officer in his sole discretion.
Monitoring and Review of Personal Securities Transactions
The Chief Compliance Officer or a designee will monitor and review all reports required under the Policy for compliance with Highlands policies regarding personal securities transactions and applicable SEC rules and regulations. The Chief Compliance Officer may also initiate inquiries of Employees regarding personal securities trading. Employees are required to cooperate with such inquiries and any monitoring or review procedures employed by the Company. Any transactions for any accounts of the Chief Compliance Officer will be reviewed and approved by a separate member of Compliance, internal legal counsel or other designated supervisory person. All Employees are required to comply with the reporting requirements outlined in the Code of Ethics.
Reporting Requirements for Employees
Every Employee shall annually disclose their personal brokerage and third party 401(k) accounts and holdings held wit hin those accounts. It is the Companys policy that Employees must maintain their account with firm approved brokerage firms. Additionally, an employee may be asked to provide hard copy duplicate statements for their disclosed personal brokerage accounts.
Initial and Annual Holdings Disclosure
Every Employee must, no later than ten (10) days after becoming an Employee and after opening any additional brokerage accounts thereafter, submit a completed Securities/Futures Account Disclosure Form covering the accounts over which they have investment discretion. Employees are required to provide a copy of their most current brokerage statements (and the information must be current as of no more than 45 days prior to the reporting date), and transfer their account to one of the designated brokers approved by the Company. For the purpose of this Policy, an Employee account includes:
(i) | Any account owned by an Employee, any account owned/controlled by his or her family (including a spouse, min or child or other relative living in the same household); |
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(ii) | Any account, contract, understanding or other arrangement in which the Employee has a beneficial or pecuniary interest (such as a corporation, partnership, or estate in which the Employee has an interest); and |
(iii) | Any account over which the Employee exercises discretionary trading control (such as an IRA, trust account or other custodian account). |
Every employee must submit a completed Non-Discretionary Account Certification (attached as Appendix F ) if any of their accounts include a trust or third-party managed account wit hin ten days of opening a new account. Employees completing this form will certify that:
(i) | The employee cannot suggest purchases or sales of investments to the trustee or third-party discretionary manager; |
(ii) | The employee cannot direct purchases or sales of investments in any of the trusts or third-party managed accounts; and |
(iii) | The employee does not consult with the trustee or third-party discretionary manager as to the particular allocation of investments to be made in any of the trusts or third-party managed accounts. |
No later thirty (30) days after the end of each calendar year, each Employee must complete an Annual Holdings Certification reflecting account holdings as of year-end. Both the Securities/Futures Account Disclosure Form and the Annual Holdings Certification at a minimum must contain the following information:
(i) | The title and type, the exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares and the principal amount (if applicable) of each reportable security and/or reportable fund in which the Employee had any direct or indirect beneficial ownership; |
(ii) | The name of any broker, dealer or bank with whom the Employee maintains an account in which any securities were held for the direct or indirect benefit of the Employee; and |
(iii) | The date the report is submitted by the Employee. |
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Securities/Futures Account Disclosure Form, Non-Discretionary Account Certification and Annual Holdings Certifications are submitted to the Chief Compliance Officer using PTS.
Quarterly Certification of Transactions
Every Employee must, no later than thirty (30) days after the end of each calendar quarter, file a quarterly Certification of Transactions containing the following information with respect to any transaction during the quarter in a reportable security over which the Employees had any direct or indirect beneficial ownership:
(i) | The date of the transaction, the title and exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares and the principal amount (if applicable) of each reportable security; |
(ii) | The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); |
(iii) | The price of the reportable security at which the transaction was effected; |
(iv) | The name of the broker, dealer or bank with or through whom the transaction was effected; |
(v) | The date the account was established; and |
(vi) | The date the report is submitted by the Employee. |
As part of the reporting requirements, every Employee must also, no later than thirty (30) days after the end of each calendar quarter, affirm that they have reported all Reportable Securities transactions during the period. Quarterly Certification of Transactions are submitted to the Chief Compliance Officer using PTS.
Annual Certification & Conflict of Interest Disclosure
Every Employee must, no later than 30 days following year end, or no less than annually, must complete the Annual Certification & Conflicts of Interest Disclosure. The Annual Certification & Conflicts of Interest Disclosure is submitted to the Chief Compliance Officer using PTS. The Chief Compliance Officer or his/her designee is responsible reviewing and following up on any issues identified as potential conflicts of interest on the questionnaires.
Sanction Provisions
The following details violations of the Policy and the related sanctions that may result from non-adherence to the Policy. Each violation may result in the corresponding sanction, but the Company is not limited by what is enumerated. Similarly, the Company may take
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disciplinary action with respect to certain violations not specifically mentioned herein. The Chief Compliance Officer has the discretion to additionally fine a violator and to call a violator before Senior Management. A violation of the Policy may result in, warnings or fines as well as additional disciplinary action up to and including termination. All penalty fines will be placed in a fund held by the Company that will be available for donations to charities approved by Senior Management.
The Company encourages any Employee who has or may have violated the Policy (or any securities law or regulation) to voluntarily bring the matter to the attention of the Chief Compliance Officer. To the extent that any such volunteered violation of the Policy is determined to have been unintentional, or to the extent that such voluntary disclosure prevented further violation of the Policy, the Chief Compliance Officer, after such consultation with Senior Management that the Chief Compliance Officer determines is necessary or advisable, shall take such factors into consideration in determining any sanction relating to such Employee actions.
Outside Business Activities and Private Transactions
All employees of Highland Capital Management, L.P. (the Company) are required to devote their full time and efforts to the business of the Company. In addition, no person may make use of his or her position as an employee, make use of information acquired during employment, or make personal investments in a manner that may create a conflict, or the appearance of a conflict, between the employees personal interests and the interests of the Company.
To assist in ensuring that such conflicts are avoided, an employee must obtain the approval of the Chief Compliance Officer prior to:
(i) | Serving as a director, officer, general partner or trustee of, or as a consultant to, any business, corporation or partnership, including family owned businesses and charitable, non-profit and political organizations. |
(ii) | Accepting a second job or part-time job of any kind or engaging in any other business outside of the Company. |
(iii) | Acting, or representing that the employee is acting, as agent for a firm in any investment banking matter or as a consultant or finder. |
(iv) | Forming or participating in any stockholders or creditors committee. |
(v) | Receiving compensation of any nature, directly or indirectly, from any person, firm, corporation, estate, trust or association, other than the Company, whether as a fee, commission, bonus or other consideration such as stock, options or warrants. |
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Every employee is required to complete the required disclosure form via PTS and have the form approved by the Chief Compliance Officer prior to serving in any of the capacities or making any of the investments described heretofore.
The Chief Compliance Officer, in connection with approving any outside activities, may place such conditions on an approval as he deems necessary and appropriate to protect the interests of any Client. In addition, an employee must notify the Legal/Compliance Department if the employee is or believes that he or she may become a participant, either as a plaintiff, defendant or witness, in any litigation or arbitration.
Gifts and Entertainment Policy
General
The Company recognizes the value of fostering good working relationships with individuals and firms doing business or seeking to do business with the Company. To this end, subject to the guidelines below, Employees are permitted, on occasion, to accept unsolicited perishable gifts and invitations to attend entertainment events with current or prospective service providers and counterparties. When doing so, however, Employees should always act in the best interests of the Company and its Clients and should avoid any activity that might create an actual or perceived conflict of interest or impropriety in the course of the Companys business relationships. Employees should contact the Chief Compliance Officer to discuss any offered activity or gift that they feel creates such a conflict. The Company reserves the right to prohibit the acceptance or retention of a gift or offer of entertainment, regardless of value, as it may determine in its sole discretion. In addition, the Company may reimburse certain expenses or costs paid by Employees as determined on a case by case basis.
Prior to accepting entertainment from an existing or prospective firm service provider or counterparty, Employees must notify and obtain approval from their Team Leader. All entertainment having a market value in excess of $200.00 per occurrence/item must also be pre-approved by Compliance. No gifts regardless of market value, other than unsolicited perishable items, may be accepted by Employees. To obtain approval employees must submit a Gift and Event Approval Form using PTS.
To determine approval or denial of the pre-clearance requests, the Chief Compliance Officer or his designee will consider if the gift or entertainment is of significant value and whether accepting such the gift or entertainment would create a real or potential conflict of interest. Entertainment may include such events as meals, shows, concerts, theatre events, sporting events, certain accommodations or similar types of entertainment. Entertainment also includes in-town and out-of-town trips and seminars where the service provider or counterparty offers to pay for items such as lodging, airfare, meal and/or event expenses. No gift or entertainment may be accepted or given, however, regardless of value, that is intended to influencing, or has the likelihood of influences, any business decision or relationship of the Company.
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Entertainment
Entertainment includes events such as meals, shows, concerts, theatre events, sporting events, or similar types of entertainment.
(i) | The applicable current or prospective service provider or counterparty must accompany Employees to all Entertainment. |
(ii) | Entertainment may be provided for Employees and their immediate family members. |
(iii) | Employees must pay for all air transportation, which may be reimbursed by the Company in its sole discretion. |
(iv) | Despite the actual dollar value, the cost of the entertainment should in all instances be reasonable under the circumstances. |
(v) | Employees may not request to attend particular entertainment events. |
Gifts
Gifts include all items received from a service provider or counterparty, as well as tickets to an event that is not attended by the grantor, which is prohibited.
(i) | Only unsolicited perishable gifts are permitted. Alcoholic beverages are not considered perishable for Compliance purposes. |
(ii) | If a non-perishable gift is received, the Employee must return the gift to the grantor or donate the gift to charity. If the Employee elects to donate the gift to charity: |
(a) | The gift must be forwarded to the Employees respective administrative assistant. |
(b) | The non-perishable item will be donated to a local charitable organization (e.g. Goodwill or the Salvation Army). |
(c) | Evidence of the donation must be submitted to Compliance. |
(d) | No charitable tax deduction can be taken by the Company or any Employee in connection with the donation. |
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(iii) | Employees may not request or solicit gifts. |
(iv) | No gift of cash or cash equivalents may be accepted. |
(v) | Employees may not receive perishable gifts on more than two occasions annually from a specific service provider or counterparty. |
Employee Provided Gifts and Entertainment
Employees may occasionally give and expense business gifts to someone doing or seeking to do business with the Advisor.
(i) | The value of such gift should be limited to approximately $150.00. |
(ii) | Employees should limit entertainment and meal expenses to approximately $150.00 per attendee per event and approximately $400.00 per person per day, provided that seats at sporting events shall be permitted regardless of value. |
(iii) | Employees should not give a requested business gift or entertainment. |
Guiding Principles
The Company holds its Employees to high ethical standards and strictly prohibits any giving or receipt of things of value that are designed to improperly influence the recipient. Anti-bribery and anti-corruption statutes in the U.S. and the U.K. are broadly written, so Employees should consult with the CCO if there is even an appearance of impropriety associated with the giving or receipt of anything of value.
Business gifts and entertainment are complex topics involving strict rules and dollar limits as well as the need for good judgment. Before offering or accepting any Business Gift or Business Entertainment, it is essential that Employees are f am iliar with the rules, but it is equally essential that Employees exercise appropriate judgment in situations that, even if within the rules, could appear improper to an independent observer such as a regulator or member of the media.
Terms with Special Meanings
Business Entertainment.
Any meal, sporting event (whether as a spectator or participant), cultural event, or similar entertainment that an Employee and a Business Partner attend together and that one of the parties provided. Exception: Meals that are in connection with an approved training and education event or industry conference are not considered Business Entertainment.
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Business Gift.
Anything of value that is given to, or accepted from, a Business Partner. It includes prizes (whether awarded by skill or chance) and any discount or rebate not generally available to the public.
Business Partner.
Any natural person who is:
(i) | A current or prospective Client, a consultant of same, or a vendor, supplier, or provider of any service to the Company. |
(ii) | An employee, agent, officer, or representative of any of the above. |
Government Official.
Any elected or appointed official at any level of government in any country (U.S. or non-U.S.), and any U.S. candidate for federal, state or local office. This includes any board members or personnel of a state or local retirement plan, sovereign wealth fund, or government-controlled enterprise. For purposes of this policy, the term Government Official also includes any individual who would be considered a foreign official under the Foreign Corrupt Practices Act (FCPA), including but not limited to, all officers and employees of a foreign government or any department, agency, or instrumentality thereof, as well as any board members or personnel of a state or local retirement plan, sovereign wealth fund, or government-controlled enterprise.
General Restrictions and Requirements
Prohibition Against Broker-Sponsored Entertainment.
The acceptance of any broker provided gifts, tickets or invitations to entertainment oriented events while acting as a representative of the Company is prohibited. This includes gifts of any kind as well as invitations ore tickets to any sporting events, plays, concerts, rounds of golf, charitable events, etc. If Employees elect to participate in any of these events with a broker, the Employee must consider their participation as a personal choice and they will be required to pay their own way.
Prohibition Against Giving or Receiving Cash or Cash Equivalents.
Employees must never give or accept cash or cash equivalents as a Business Gift. This includes items that can be redeemed for cash, such as checks and cash-redeemable gift cards. Gift cards or gift certificates that can be redeemed only for goods or services, and not for cash, are allowed.
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Prohibition Against Solicitation of Business Gifts and Business Entertainment.
Employees must never solicit a Business Gift or Business Entertainment. If a Business Partner solicits either of these from an Employee, such request should politely be declined and reported to the CCO.
Prohibition Against Quid Pro Quo Arrangements.
Employees may never give or receive a Business Gift or Business Entertainment if there is any explicit quid-pro-quo arrangement, meaning that there is an understanding (either spoken or implicit) that the gift or entertainment is specifically linked to a certain business outcome.
Restrictions for Special Categories
Gifts and Entertainment Given to Union Officials.
Any gift or entertainment provided by Highland to a labor union or a union official in excess of $250 per fiscal year must be reported on Department of Labor Form LM-10 within 90 days following the end of the Companys fiscal year.
Gifts and Entertainment Given to ERISA Plan Fiduciaries.
The Company is prohibited from giving gifts or entertainment with an aggregate value exceeding $250 per year to any ERISA plan fiduciary.
Gifts and Entertainment Given to Government Officials.
Due to various restrictions on the giving of gifts and entertainment to elected and appointed officials at any level of government and in any country, as well as any United States candidate for federal, state, or local office, all Business Gifts and Business Entertainment to be given to such Government Officials must be pre-cleared.
The Foreign Corrupt Practices Act (FCPA) prohibits the direct or indirect giving of, or a promise to give, things of value in order to corruptly obtain a business benefit from an officer, employee, or other instrumentality of a foreign government. Companies that are owned, even partly, by a foreign government may be considered an instrumentality of that government. In particular, government investments in foreign financial institutions may make the FCPA applicable to those institutions. Individuals acting in an official capacity on behalf of a foreign government or a foreign political party may also be instrumentalities of a foreign government.
The FCPA includes provisions that may permit the giving of gifts and entertainment under certain circumstances, including certain gifts and entertainment that are lawful under the written laws and regulations of the recipients country, as well as bona-fide travel costs for certain legitimate business purposes. However, the availability of these exceptions is limited and is dependent on the relevant facts and circumstances.
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Civil and criminal penalties for violating the FCPA can be severe. Employees must consult with the CCO, or designee, prior to providing any business gifts and/or entertainment to individuals that may be covered by the FCPA.
Political Contributions
General
Individuals may have important personal reasons for seeking public office, supporting candidates for public office, or making charitable contributions. However, such activities could pose compliance and business risks to an investment adviser because federal and state pay-to-play laws.
SEC Rule 206(4)-5 (the Pay-to-Play Rule) imposes restrictions on certain political contributions made by investment advisers that provide advisory services to a state or local government entity or to an investment pool in which a state or local governmental entity invests. An investment pool includes:
(i) | Any investment company registered under the Investment Company Act that is an investment option of a plan or program of a government entity; or |
(ii) | Any company that would be an investment company under section 3(a) of the Investment Company Act but for the exclusion provided from that definition by section 3(c)(1), section 3(c)(7) or section 3(c)(11) of the Investment Company Act. |
The Company currently provides advisory services to government entities and anticipates continuing to do so in the future and therefore will fall under the provisions of the Rule. Any questions regarding this rule should be directed to the Chief Compliance Officer.
Specifics of the Rule
There are three key elements of the Rule: (i) a two-year time-out from receiving compensation for providing advisory services to certain government entities after certain political contributions are made, (ii) a prohibition on soliciting contributions and payments, and (iii) a prohibition from paying third parties for soliciting government clients.
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Two-Year Time Out
The Rule prohibits an Investment Adviser from receiving compensation from a government entity for two years after the Investment Adviser or any of its covered associates makes a political contribution to an official of the government entity. During the two-year time-out period, the Investment Adviser is only prohibited from receiving compensation from a government entity; the Investment Adviser can still provide advisory services to the government entity.
Any employee who makes a disqualifying contribution during the course of his or her employment without first clearing such contribution with Compliance may be held personally liable to the Company for any loss of fees or other damages incurred by the Company as a result of such noncompliance.
Employees Must Obtain Pre-Clearance Before Making Political Contributions
If an employee is considering making a political contribution to any state or local government entity, official, candidate, political party, or political action committee, the potential contributor must seek pre-clearance from the CCO.
Look-Back Provision
Under the Rule, when a person becomes a covered associate (including when an existing employee is transferred or promoted), the Investment Adviser must look back in time to that persons prior contributions to determine whether the time-out provisions of the Rule apply to the Investment Adviser. If the person is involved in soliciting clients, then the Investment Adviser is required to look back two years. If the person is not involved in soliciting clients, then the Investment Adviser is only required to look back six months. The look-back provision is prophylactic since it bars advisers from influencing the selection process by hiring persons who have made political contributions.
Soliciting Contributions and Payments
The Rule bars an Investment Adviser and its covered associates from soliciting or coordinating: (i) contributions to an official of a government entity to which the Investment Adviser is seeking to provide investment advisory services, or (ii) payments to a political party of a state or locality where the Investment Adviser is providing or seeking to provide investment advisory services to a government entity.
Prohibition on Third Party Solicitation
The Rule prohibits an Investment Adviser or any of its covered associates from paying any person to solicit a government entity unless such person is (i) a regulated person (i.e., a registered investment adviser or broker-dealer) that is subject to prohibitions against engaging in pay-to-play practices or (ii) one of the Investment Advisers employees, general partners, managing members, or executive officers (although contributions by these persons may trigger the two-year time out). This provision is a change from the initial proposal, which would have completely barred the use of solicitors.
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The prohibition does not extend to non-affiliated persons providing legal, accounting or other professional services in connection with specific investment advisory business that are not being paid directly or indirectly for communicating with the government entity for the purpose of obtaining or retaining investment advisory business for the Investment Adviser.
Catch-all Provision
There is a catch-all provision in the Rule that prohibits acts done indirectly, which, if done directly, would violate the Rule. As a result, an Investment Adviser and its covered associates are not permitted to funnel payments through third parties, including, for example, consultants, attorneys, family members, friends or companies affiliated with the adviser as a means to circumvent the Rule.
De Minimis Exception
The Rule has a de minimis exception for contributions to officials for whom the contributor can vote. The exception permits individual contributions up to $350 per official (per election) for whom the employee is entitled to vote. In addition, contributions that in the aggregate do not exceed $150 per election per official will not violate the Rule, even if the contributor is not entitled to vote for the official. These de minimis exceptions are available only for contributions by individual covered associates, not the Investment Adviser. Under both exceptions, primary and general elections are considered separate elections.
Returned Contributions Exception
The Rule contains an exception that will provide an Investment Adviser with a limited ability to cure the consequences of an inadvertent political contribution to an official for whom the covered associate making it is not entitled to vote. The exception is available for a limited number of contributions that, in the aggregate, do not exceed $350 to any one official, per election. The Investment Adviser must have discovered the offending contribution within four months of the date the contribution was made and, within 60 days after learning of the triggering contribution, the contributor must obtain the return of the contribution.
Exemptions
The SEC may exempt an Investment Adviser from the two-year time out requirement after an offending contribution is discovered when the exemption is necessary or appropriate in the public interest.
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Whistleblower Policy
Purpose
This policy establishes procedures for the receipt, review, and retention of Reporting Person (defined below) complaints relating to the Advisers accounting, internal accounting controls, and auditing matters. The Adviser is committed to complying with all applicable accounting standards, accounting controls, and audit practices. While the Adviser does not encourage frivolous complaints, the Adviser does expect its officers, employees, and agents to report any irregularities and other suspected wrongdoing regarding questionable accounting or auditing matters. It is the Advisers policy that its employees may submit complaints of such information on a confidential and anonymous basis without fear of dismissal or retaliation of any kind. This policy applies only to reports concerning Accounting Violations (as defined in Part 3 below).
The Chief Compliance Officer is responsible for overseeing the receipt, investigation, resolution, and retention of all complaints submitted pursuant to this policy.
This policy was adopted in order to:
(i) | Cause violations to be disclosed before they can disrupt the business or operations of the Adviser, or lead to serious loss; |
(ii) | Promote a climate of accountability and full disclosure with respect to the Advisers accounting, internal controls, compliance matters, and Code of Ethics; and |
(iii) | Ensure that no individual feels at a disadvantage for raising legitimate concerns. |
This policy provides a means whereby individuals can safely raise, at a high level, serious concerns and disclose information that an individual believes in good faith relates to violations of the Compliance Manual, Code of Ethics, or law.
Reporting Persons Protected
This policy and the related procedures offer protection from retaliation against officers, employees, and agents who make any complaint with respect to perceived violations (referred to herein as a Reporting Person), provided the complaint is made in good faith. Good faith means that the Reporting Person has a reasonably held belief that the complaint made is true and has not been made either for personal gain or for any ulterior motive.
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The Adviser will not discharge, demote, suspend, threaten, harass, or in any manner discriminate or otherwise retaliate against any Reporting Person in the terms or conditions of his employment with the Adviser based upon such Reporting Persons submitting in good faith any complaint regarding an Accounting Violation. Any acts of retaliation against a Reporting Person will be treated by the Adviser as a serious violation of Adviser policy and could result in dismissal.
Scope of Complaints
The Adviser encourages employees and officers (Inside Reporting Persons) as well as non-employees such as agents, consultants and investors (Outside Reporting Persons) to report irregularities and other suspected wrongdoings, including, without limitation, the following:
(i) | Fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Adviser; |
(ii) | Fraud or deliberate error in preparation and dissemination of any financial, marketing, informational, or other information or communication with regulators and/or the public; |
(iii) | Deficiencies in or noncompliance with the Advisers internal controls and procedures; |
(iv) | Misrepresentation or false statement to or by a senior officer of the Adviser regarding any matters in violation of state and/or federal securities laws; or |
(v) | Deviation from full and fair reporting of the Advisers financial condition. |
Confidentiality of Complaint
The Chief Compliance Officer will keep the identity of any Inside Reporting Person confidential and privileged under all circumstances to the fullest extent allowed by law, unless the Inside Reporting Person has authorized the Adviser to disclose his identity.
The Chief Compliance Officer will exercise reasonable care to keep the identity of any Outside Reporting Person confidential until it launches a formal investigation. Thereafter, the identity of the Outside Reporting Person may be kept confidential, unless confidentiality is incompatible with a fair investigation, there is an overriding reason for identifying or otherwise disclosing the identity of such person, or disclosure is required by law, such as where a governmental entity initiates an investigation of allegations contained in the complaint. Furthermore, the identity of an Outside Reporting Person may be disclosed if it is reasonably determined that a complaint was made maliciously or recklessly.
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Submitting Complaints
Inside Reporting Persons should submit complaints in accordance with the following procedures:
(i) | Complaints must be submitted in writing and mailed in a sealed envelope addressed as follows: The Chief Compliance Officer, ConfidentialTo be Opened Only by the Chief Compliance Officer. |
(ii) | If they so desire, Inside Reporting Persons may request to discuss their complaint with the Chief Compliance Officer by indicating such desire and including their name and telephone number in the complaint. |
(iii) | Inside Reporting Persons may report violations on an anonymous basis. The Chief Compliance Officer urges any employee that is considering making an anonymous complaint to strongly consider that anonymous complaints are, by their nature, susceptible to abuse, less reliable, and more difficult to resolve. In addition, employees considering making an anonymous complaint should be aware that there are significant rights and protections available to them if they identify themselves when making a complaint, and that these rights and protections may be lost if they make the complaint on an anonymous basis. Therefore, the Adviser encourages employees to identify themselves when making reports of Accounting Violations. In responding to anonymous complaints, the Chief Compliance Officer will pay due regard to: |
(a) | The fairness to any individual named in the anonymous complaint; |
(b) | The seriousness of the issue raised; |
(c) | The credibility of the information or allegations in the complaint, with allegations that are speculative or that do not have a specific factual basis being likely to receive less credence; and |
(d) | The ability to ascertain the validity of the complaint and appropriately resolve the complaint without the assistance and cooperation of the person making the complaint. |
Outside Reporting Persons should submit complaints concerning violations in accordance with the following procedures:
(i) | Complaints may be submitted by e-mail or by a written letter in a sealed envelope addressed as follows: The Chief Compliance Officer, ConfidentialTo be Opened Only by the Chief Compliance Officer. |
The Chief Compliance Officer recommends that Outside Reporting Persons use the sample Complaint Form attached to this policy when reporting Accounting Violations.
(ii) | Outside Reporting Persons are required to disclose their identity in any complaints submitted under this policy. Complaints submitted by non-employees on an anonymous basis may not be reviewed. |
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Investigation of Complaints
(i) | Upon receipt of a complaint, the Chief Compliance Officer (or his designated representative) will confirm the complaint pertains to a violation. Investigations will be conducted as quickly as possible, taking into account the nature and complexity of the complaint and the issues raised therein. Any complaints submitted pursuant to this policy that do not relate to a violation will be returned to the Reporting Person, unless the Reporting Persons identity is unknown. |
(ii) | The Chief Compliance Officer may enlist employees of the Adviser and outside legal, accounting and other advisors, as appropriate, to conduct an investigation of a complaint. |
(iii) | The results of each investigation will be reported timely to the Chief Compliance Officer, which will then apprise the Chief Executive Officer, and prompt and appropriate remedial action will be taken as warranted in the judgment of the Chief Executive Officer or as otherwise directed by the Chief Compliance Officer. Any actions taken in response to a complaint will be reported to the Reporting Person to the extent allowed by law, unless the complaint was submitted on an anonymous basis. |
(iv) | An Inside Reporting Person who is not satisfied with the outcome of the initial investigation or the remedial action taken with respect thereto, if any, may submit directly to the Chief Compliance Officer for its review a written complaint with an explanation of why the investigation or remedial action was inadequate. An Inside Reporting Person may submit a revised complaint on an anonymous basis in his sole discretion. The Inside Reporting Person should forward the revised complaint to the attention of the Chief Compliance Officer in the same manner as set out above for the original complaint. |
(v) | The Chief Compliance Officer will review the Reporting Persons revised complaint, together with documentation of the initial investigation, and determine in its sole discretion if the revised complaint merits further investigation. The Chief Compliance Officer will conduct a subsequent investigation to the extent and in the manner it deems appropriate. The Chief Compliance Officer may enlist employees of the Adviser and outside legal, accounting and other advisors, as appropriate, to undertake the subsequent investigation. The Chief Compliance Officer or its designated representative will inform the Reporting Person of any remedial action taken in response to a Revised Complaint to the extent allowed by law, unless the complaint was submitted on an anonymous basis. |
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Retention of Complaints
The Chief Compliance Officer will maintain all complaints received, tracking their receipt, investigation, and resolution. All complaints and reports will be maintained in accordance with the Advisers confidentiality and document retention policies.
Unsubstantiated Allegations
If a Reporting Person makes a complaint in good faith pursuant to this policy and any facts alleged therein are not confirmed by a subsequent investigation, no action will be taken against the Reporting Person. In submitting complaints, Reporting Persons should exercise due care to ensure the accuracy of the information reported. If, after an investigation, it is determined that a complaint is without substance or was made for malicious or frivolous reasons or otherwise submitted in bad faith, the Reporting Person could be subject to disciplinary action. Where alleged facts reported pursuant to this policy are found to be without merit or unsubstantiated: (i) the conclusions of the investigation will be made known to both the Reporting Person, unless the complaint was submitted on an anonymous basis, and, if appropriate, to the persons against whom any allegation was made in the complaint; and (ii) the allegations will be dismissed.
Reporting and Annual Review
The Chief Compliance Officer will submit periodic reports to the Chief Executive Officer of all complaints and any remedial actions taken in connection therewith. This policy will be reviewed annually by the Chief Compliance Officer, taking into account the effectiveness of this policy in promoting the reporting of Accounting Violations of the Adviser, but with a view to minimizing improper complaint submissions and investigations.
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APPENDIX A
HIGHLAND CAPITAL MANAGEMENT, L.P
EMPLOYEE ACKNOWLEDGEMENT OF RECEIPT OF THE COMPLIANCE
MANUAL OF HIGHLAND CAPITAL MANAGEMENT, L.P.
I certify that I have read and understand the policies and procedures presented in the Compliance Manual and recognize that I am subject to the terms and conditions contained herein. I have disclosed all personal brokerage accounts and holdings required to be disclosed or reported pursuant to the Code of Ethics procedures and will continue to do so.
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Print Name | ||||||
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Signature | Date |
Note: This is a copy of the form. This disclosure is submitted via PTS online.
A-1
APPENDIX B
HIGHLAND CAPITAL MANAGEMENT, L.P
RETENTION REQUIREMENT
DOCUMENT TYPE OR CATEGORY |
RETENTION PERIOD |
|
ACCOUNTING RECORDS |
||
Accounts Payable |
7 Years | |
Accounts Receivable |
7 Years | |
Audit Reports |
Permanently | |
Cash Books |
Permanently | |
Chart of Accounts |
Permanently | |
Depreciation Schedules |
Permanently | |
Expense Records |
7 Years | |
Financial Statements (Annual) |
Permanently | |
Fixed Asset Purchases |
Permanently | |
General Ledger |
Permanently | |
Inventory Records |
7 Years | |
Invoices to and from Clients |
7 Years | |
Journals |
Permanently | |
Loan Payment Schedule |
7 Years | |
Petty Cash Vouchers |
3 Years | |
Purchase Orders |
7 Years | |
Requisitions |
1 Year | |
Sales Records |
7 Years | |
Tax Returns |
Permanently | |
Voucher Register, Schedules and Payment to Vendors |
7 Years | |
BANK RECORDS |
||
Bank Reconciliations |
2 Years | |
Canceled Checks (important payments such as taxes, purchases of property, special contracts, etc.) |
Permanently | |
Canceled Checks (other than above) |
8 Years |
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DOCUMENT TYPE OR CATEGORY |
RETENTION PERIOD |
|
Electronic Payment Records |
7 Years | |
Loan Documents and Notes |
Permanently | |
BUSINESS RECORDS |
||
Business Licenses |
Permanently | |
Federal Government Contracts |
3 Years after completion | |
Insurance Policies |
Life of Policy plus 3 Years | |
Insurance Records (current accident reports, claims, etc.) |
Permanently | |
Leases/Mortgages |
Permanently | |
Patents/Trademarks |
Permanently | |
Project Records |
13 Years | |
EMPLOYEE BENEFIT PLANS |
||
Annual Report and Tax Forms |
Permanently | |
Employee Communications Regarding Plans |
Permanently | |
Participant Records |
Permanently | |
Plan Asset Ownership Information |
Permanently | |
EMPLOYMENT RECORDS |
||
Advertisements for Hiring |
1 Year | |
Applications |
3 Years | |
Child Labor Age Verification |
3 Years after termination | |
EEO-1 Reports |
Permanently | |
Employment Agreements and Contracts |
Life of Contract plus 7 Years | |
Employment Taxes |
Permanently | |
Earnings Records |
3 Years | |
Employee Personnel Files, including background checks, individual attendance records, performance evaluations, communications regarding compensation, communications regarding discipline, termination papers, exit interview records, etc. |
6 Years after termination | |
Hazardous Material Exposure/Monitoring |
30 Years after termination |
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DOCUMENT TYPE OR CATEGORY |
RETENTION PERIOD |
|
I-9 Immigration |
Later of 1 Year after termination or 3 Years after hiring | |
Leave dates and hours |
3 Years after termination | |
Medical Certifications, Employee Medical History |
3 Years after termination | |
Medical Exams required by law |
30 Years after termination | |
Occupational injury and illness summary and details |
5 Years | |
Payroll Records |
7 Years | |
Pre-Employment Tests |
1 Year | |
Savings Bond Registration of Employees |
3 Years | |
W-4 Forms |
4 Years | |
Workers Compensation Documents |
11 Years | |
REAL PROPERTY RECORDS |
||
Construction Records |
Permanently | |
Deeds, Mortgages and Bills of Sale |
Permanently | |
Leasehold Improvements |
Permanently | |
Lease Payment Records |
Life plus 4 Years | |
Property Appraisals |
Permanently | |
Real Estate Purchases |
Permanently |
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APPENDIX C
HIGHLAND CAPITAL MANAGEMENT, L.P
BOOKS AND RECORDS TO BE MAINTAINED IN CONNECTION WITH BUSINESS AS A REGISTERED
ADVISER
The Advisers Act imposes a number of recordkeeping requirements on registered investment advisers. Set forth below are the books and records required to be maintained by registered investment advisers and the required periods of retention. The primary location for Highland Capital Management, L.P.s books and records is 300 Crescent Court, Suite 700, Dallas, TX 75201. Some of these records are maintained by third parties such as administrators, transfer agents or custodians.
Document |
Required Retention Period 4 |
Relevant Advisers Act
|
Responsible Person or Group |
|||||
Business Records | ||||||||
1 | Partnership agreement and any amendments, certificate of formation and articles of incorporation, by laws, charters, minute books, and stock certificate books. | Onsite until the termination of the entity, plus 3 years. | 204-2(e)(2) | |||||
2 |
Copies or originals of all written agreements relating to the advisers business. Examples of such agreements include:
Contracts with third-party vendors;
Employment contracts; and
Rental agreements and property leases.
|
Onsite for 2 years, easily accessible for 6 years total. | 204-2(a)(10) | |||||
3 | Books of original entry, including cash receipt and disbursement records, and any other records of original entry forming the basis of entries in any ledger. | 204-2(a)(l) | ||||||
4 |
General and auxiliary ledgers reflecting asset, liability, reserve, capital, income and expense accounts. |
204-2(a)(2) |
4 | Many required records must be kept for five years after the end of the fiscal year in which the record was created or last altered. In the interest of simplicity, and to prevent premature destruction, the retention period for these items has been stated as six years. |
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Document |
Required Retention Period 4 |
Relevant Advisers Act
|
Responsible Person or Group |
|||||
5 | Bank account information, including checkbooks, bank statements, canceled checks and cash reconciliations. | 204-2(a)(4) | ||||||
6 |
Bills and statements, paid or unpaid, relating to the business of the adviser. |
204-2(a)(5) | ||||||
7 |
Trial balances and financial statements, including the income statement and balance sheet. |
204-2(a)(6) | ||||||
8 |
Any internal audit working papers. |
|||||||
Compliance and Internal Control Records | ||||||||
1 | Compliance policies and procedures adopted pursuant to Rule 206(4)-7(a). | Onsite, unless it has been more than 6 years since the policies and procedures were in effect. | 204-2(a)(17)(i) | |||||
2
|
Any records documenting the advisers periodic review of its compliance policies and procedures.
|
Onsite for 2 years, easily accessible for 6 years total. | 204-2(a)(17)(ii) | |||||
3 | Originals of any written Client complaints, and copies of the advisers written responses. |
204-2(a)(7) (generally) |
||||||
Code of Ethics and Personal Trading Records | ||||||||
1 | A copy of the advisers code of ethics currently in effect, or that was in effect at any time within the past six years. | Onsite, unless it has been more than 6 years since this version of the code of ethics has been in effect. | 204-2(a)(12)(i) | |||||
2 | A record of any violation of the advisers code of ethics, and any action taken as a result of the violation. | Onsite for 2 years, easily accessible for 6 years total. | 204-2(a)(12)(ii) | |||||
3 | A record of all written acknowledgements of receipt of the code of ethics for each person who is, or within the past six years was, a Supervised Person of the adviser. | Onsite, unless it has been at least 6 years since the individual has been a Supervised Person. | 204-2(a)(12)(iii) |
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Document |
Required Retention Period 4 |
Relevant Advisers Act
|
Responsible Person or Group |
|||||
4 | A record of each report made by an Access Person regarding personal securities transactions and holdings, or copies of any associated account statements and trade confirmations provided by broker-dealers and custodians. | Onsite for 2 years, easily accessible for 6 years total. | 204-2(a)(13)(i) | |||||
5 | A record of the names of people who are, or within the past six years were, Access Persons of the investment adviser. | Onsite, unless it has been at least 6 years since the individual was an Access Person. | 204-2(a)(13)(ii) | |||||
6 | A record of any decision, and the reasons supporting the decision, to approve an Access Persons investment in an IPO or Private Placement. | Onsite, unless it has been more than 6 years since the approval was granted. | 204-2(a)(13)(iii) | |||||
Communications and Client Relationship Records | ||||||||
1 |
Originals of all written communications received, and copies of all written communications sent, by the adviser relating to:
Any recommendation or advice that was made or proposed;
Any receipt, disbursement, or delivery of funds or securities; and
The placing or execution of any order to trade a security.
The adviser need not retain unsolicited, generally- distributed communications (commonly known as junk mail), as long as the communications were not prepared by or for the adviser.
|
Onsite for 2 years, easily accessible for 6 years total. | 204-2(a)(7) | |||||
2 | A copy of each Part 2 of Form ADV provided to any Client or prospect, as well as a record of the dates during which each version is used. | 204-2(a)(14) |
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Document |
Required Retention Period 4 |
Relevant Advisers Act
|
Responsible Person or Group |
|||||
3 | A list of all accounts over which the adviser has discretionary authority. | 204-2(a)(8) | ||||||
4 |
Copies or originals of all powers of attorney or other documents granting the adviser discretionary authority. |
204-2(a)(9) | ||||||
5 |
Copies or originals of all written agreements between the adviser and any Client. Such agreements may include:
Investment advisory contracts;
Fee schedules;
Clients investment objectives or restrictions: and
Directed brokerage arrangements. |
204-2(a)(10) | ||||||
6 |
Documentation necessary to demonstrate a reasonable belief that any investors in publicly offered Private Funds are accredited. |
Regulation D (generally) | ||||||
Marketing and Performance Records | ||||||||
1 |
A copy of each notice, advertisement, investment letter, or other communication that the adviser sends, directly or indirectly, to 10 or more people outside of the adviser.
If such communication recommends the purchase or sale of a specific security but does not state the reasons for such recommendation, the adviser must retain a memorandum indicating the reasons for the recommendation.
An adviser that sends the advertisement to more than 10 people need not keep a record of the names and addresses of the recipients. However, if the advertisement was sent to people named on a list, the adviser must retain a description of the list and its source along with the advertisement.
|
Onsite for 2 years, easily accessible for 6 years total, measured from the time when the adviser stops distributing the advertisement. |
204-2(a)(11) and 204-2(a)(7) |
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Document |
Required Retention Period 4 |
Relevant Advisers Act
|
Responsible Person or Group |
|||||
The bank, broker, or dealer by or through whom the transaction was executed;
Any applicable trade allocation information; and
Whether the order was entered pursuant to discretionary authority.
If applicable, each trade ticket should also document the pre- trade allocation and any deviations from the allocation made after execution. |
||||||||
2 |
Research files documenting the reasonable basis for the advisers investment recommendations. Such documentation may include third-party research, as well as analyses prepared by Employees. |
204-2(a)(7) (generally) |
||||||
3 | Records showing separately, for each Client for which the adviser provides investment supervisory or management services, the securities purchased and sold, and the date, amount, and price of each such purchase and sale. | Onsite for 2 years, easily accessible for 6 years total. | 204-2(c)(1)(i) | |||||
4 | For each security currently held by any Client for which the adviser provides investment supervisory or management services, information from which the adviser can promptly furnish the name of each such Client and the Clients current interest in the security. | Information must be kept current. | 204-2(c)(l)(ii) | |||||
5 |
For each private fund, a description of:
the amount of assets under management and use of leverage, including off-balance-sheet leverage;
A measure of counterparty credit risk exposure;
Valuation policies and practices of the fund;
Side arrangements or side letters, whereby certain investors in a fund obtain more favorable rights or entitlements than other investors; and
Trading practices |
Onsite for 2 years, easily accessible for 6 years total. | Section 204(b)(3) |
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Document |
Required Retention Period 4 |
Relevant Advisers Act
|
Responsible Person or Group |
|||||
3 | Copies of confirmations of all trades effected by or for any such account. | 204-2(b)(3) | ||||||
4 | A record of each security held by any such account showing each relevant Clients name and interest, and the location of each such security. | 204-2(b)(4) | ||||||
5 | Any memorandum describing the basis upon which XYZ has determined that an affiliated entity with custody of Client assets is operationally independent from XYZ. | 204-2(b)(5) | ||||||
6 | A copy of any internal control report regarding the internal custodial controls of XYZ, or any affiliate, that acts as a Qualified Custodian with respect to Client funds or securities. | 204-2(a)(17)(iii) |
Notes
The location of any required records stored offsite must be disclosed in Part 1 of Form ADV.
Pursuant to Rule 204-2(d), an adviser may use numerical or alphabetical codes to protect the identity of its Clients.
An adviser will not be deemed to have violated Rule 204-2(a)(13) for failing to record securities transactions or holdings, so long as the adviser can demonstrate that it has instituted adequate procedures and used reasonable diligence to obtain all required reports.
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APPENDIX D
HIGHLAND CAPITAL MANAGEMENT, L.P
PRIVACY POLICY
General
As part of the firms annual requirement, Highland Capital Management, L.P. (the Company or Highland Capital) is mailing its privacy policy to each of its individual clients. Highland Capital has adopted certain procedures designed to maintain and secure the non-public personal information of its clients from inappropriate disclosure to third parties. The policy is designed to meet the standards set forth in the federal regulations.
We are committed to keeping personal information collected from potential, current and former clients confidential and secure. The proper handling of personal information is one of our highest priorities. The Company never sells information relating to its clients to any outside third parties.
The Privacy Policy will be provided to customers initially upon establishing an account and annually or upon request.
Nonpublic Information
We collect and keep only information that is necessary for us to provide the services requested by our clients and to administer clients business with the Company.
We may collect non-public personal information from clients or potential clients:
| From clients when they complete an application or other form, as well as through written and electronic correspondence and telephone contacts. This includes information such as name, address, social security number, assets, income, net worth, copies of financial documents and other information deemed necessary to evaluate the Clients financial needs. |
| As a result of transactions with the Company, its affiliates or others. This could include transactions completed with the Company or information received from outside vendors to complete transactions or to effect financial goals. |
Sharing Nonpublic Information
In the normal course of business, the Company may share the non-public personal information of its clients with non-affiliated companies or individuals (i) as permitted by law and as required to provide services to our clients, such as with representatives within the Company, administrators, securities clearing firms, mutual fund companies, insurance companies and other financial services providers, or (ii) to comply with legal or regulatory requirements. The Company may also disclose non-public personal information to another financial services provider in
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connection with the transfer of an account to such financial services provider. Further, in the normal course of our business, the Company may disclose information it collects about clients to companies or individuals that contract with the Company to perform servicing functions such as:
| Record keeping |
| Computer-related services |
Good faith disclosure to regulators who have regulatory authority over the Company.
Companies hired to provide support services are not allowed to use personal information for their own purposes and are contractually obligated to maintain strict confidentiality. The Company limits use of personal information to the performance of the specific service requested.
We do not provide personally identifiable information to mailing list vendors or solicitors for any purpose. When we provide personal information to service providers, we require these providers to agree to safeguard such information, to use the information only for the intended purpose and to abide by applicable law.
Internet Access
The Company maintains a corporate website. Any information gathered through the Companys website will be treated in accordance with this Privacy Policy.
Employee Access to Information
Only employees with a valid business reason have access to clients personal information. These employees are educated on the importance of maintaining the confidentiality and security of this information. They are required to abide by our information handling practices.
Protection of Information
We maintain security standards to protect clients information, whether written, spoken, or electronic. The Company updates and checks its systems to ensure the protection and integrity of information.
Maintaining Accurate Information
Our goal is to maintain accurate, up to date Client records in accordance with industry standards. We have procedures in place to keep information current and complete, including timely correction of inaccurate information.
Electronic Communication
Should clients send us questions and comments via e-mail, we will share the Clients correspondence only with those employees or agents most capable of addressing the Clients questions and concerns.
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We will retain all written communication until we have done our very best to provide the Client with a complete and satisfactory response. Ultimately, we will either discard the communication or archive it according to the requirements under applicable securities laws.
Please note that, unless expressly advised otherwise, our e-mail facilities do not provide a means for completely secure and private communications between us and our clients. Although every attempt will be made to keep Client information confidential, from a technical standpoint, there is still a risk. If the Client wishes, communications with us may be conducted via telephone or by facsimile. Additional security is available to clients if they equip their Internet browser with 128-bit secure socket layer encryption, which provides more secure transmissions.
Disclosure of our Privacy Policy
We recognize and respect the privacy concerns of our potential, current and former clients. We are committed to safeguarding this information. As a member of the financial services industry, we are providing this Privacy Policy for informational purposes to clients and employees and will distribute and update it as required by law. It is also available upon request.
*************************************************************************
Annual Offering of the Form ADV Part 2
As part of the firms annual requirement, Highland Capital is making an offering of its Form ADV Part 2 to all Clients. Clients can request a copy of the firms Form ADV Part 2A at no charge by calling 972-628-4100.
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APPENDIX E
HIGHLAND CAPITAL MANAGEMENT, L.P
BAD ACTOR DISQUALIFICATION EVENT QUESTIONNAIRE
Instructions
The purpose of this Questionnaire is to obtain information from you in connection with an offering (the Offering ) of limited partner interests/shares (the Securities ) by Funds advised by Highland Capital Management, L.P. or its affiliates (the Fund ), under Rule 506 of the Securities Act of 1933 (the Securities Act ) regarding certain convictions, orders, bars or expulsions that could either prevent the Funds use of Rule 506 or require disclosure to potential investors.
Please answer every question.
If your answer is Yes, please provide details in the explanation. Unless otherwise stated, your answers should be given as of the date you sign this Questionnaire. Certain questions are necessarily broad in scope, so if you have doubts regarding whether something should be included in your response, please err on the side of over-inclusion. The Questionnaire provides space after each question for an explanation. Please include a summary of all material facts in the provided space, including but not limited to, as appropriate, (i) the date of the order, conviction, bar, suspension, expulsion or injunction, (ii) the nature of the offense or conviction (including whether it is a felony or misdemeanor), (iii) the sentence received, (iv) the court or authority issuing the order or judgment or imposing the bar or suspension and (v) the dates for which the bar, suspension or expulsion is or will be in effect. If any response does not fit in the allotted space, please continue your explanation in the Continuation Page in Annex B . The Fund may have additional follow- up questions for you in connection with your responses. Note that certain terms used in this Questionnaire, which first appear in italics, have technical meanings and are defined in Annex A hereto.
If you have any questions, please contact the Compliance Department.
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1. | Name, Address, Telephone Number and Em ail |
Your full name (name of the entity if not an individual):
Please provide all previous, assumed, doing business as, or fictitious names or aliases:
2. | Have you been convicted, within the past ten years (or five years, in the case of the Funds affiliated issuers), of any felony or misdemeanor: |
| in connection with the purchase or sale of any security; |
| involving the making of any false filing with the SEC; or |
| arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment advisor or paid solicitor of purchasers of securities? |
¨ Yes. If yes, please explain:
¨ No.
3. | Are you subject to any order, judgment or decree of any court of competent jurisdiction, entered within the past five years, that currently restrains or enjoins you from engaging or continuing to engage in any conduct or practice: |
| in connection with the purchase or sale of any security; |
| involving the making of any false filing with the SEC; or |
| arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? |
¨ Yes. If yes, please explain:
¨ No.
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4. | Are you subject to a final order of a state securities commission (or an agency or officer of a state performing like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the U.S. Commodity Futures Trading Commission; or the National Credit Union A dminis tration that: |
| Currently bars you from: |
| association with an entity regulated by such commission, authority, agency or officer; |
| engaging in the business of securities, insurance or banking; or |
| engaging in savings association or credit union activities; or |
| constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct entered within the past ten years? |
¨ Yes. If yes, please explain:
¨ No.
5. | Are you subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934, as amended (the Exchange Act), or section 203(e) or 203(f) of the Investment Advisers Act of 1940, as amended (the Advisers Act) that currently: |
| suspends or revokes your registration as a broker, dealer, municipal securities dealer or investment adviser; |
| places limitations on the activities, functions or operations of, or imposes civil money penalties on, such person; or |
| bars you from being associated with any entity or from participating in the offering of any penny stock? |
¨ Yes. If yes, please explain:
¨ No.
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6. | Are you subject to any order of the SEC, entered within the past five years, that, currently orders you to cease and desist from committing or causing a violation or future violation of: |
| any scienter-based anti-fraud provision of the federal securities laws, including, without limitation, Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, Section 15(c)(1) of the Exchange Act and Section 206(1) of the Advisers Act or any other rule or regulation thereunder; or |
| Section 5 of the Securities Act. |
¨ Yes. If yes, please explain:
¨ No.
7. | Are you currently suspended or expelled from membership in, or suspended or barred from association with a member of, a securities self-regulatory organization (e.g., a registered national securities exchange or a registered national or affiliated securities association) for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade? |
¨ Yes. If yes, please explain:
¨ No.
8. | Have you filed (as a registrant or issuer), or were you named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC that, within the past five years, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is currently the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued? |
¨ Yes. If yes, please explain:
¨ No.
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9. | Are you subject to a United States Postal Service false representation order entered within the past five years, or are you currently subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations? |
¨ Yes. If yes, please explain:
¨ No.
10. | Are you the subject of any ongoing proceeding, arbitration, action, indictment or charge that if resolved against you or such person could result in a yes answer to any of the above questions? |
¨ Yes. If yes, please explain:
¨ No.
11. | If you responded yes to any of the questions above, have you obtained a waiver from disqualification under Rule 506(d) either (i) from the SEC or (ii) from the court or regulatory authority that entered the relevant order, judgment or decree? |
¨ Yes. If yes, please explain. In your explanation, please include (i) the party which granted such waiver and (ii) the date such waiver was granted.
¨ No.
Signature Page Follows
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The undersigned understands and acknowledges that the Fund will rely upon the information provided in this Questionnaire. The undersigned acknowledges that the SEC may require the Fund to disclose the information provided in this Questionnaire to potential investors and consents to such disclosure. The undersigned agrees to immediately notify the Fund in writing (by email or fax notice to the person identified on the cover of this Questionnaire) if any information furnished in this Questionnaire becomes inaccurate, incomplete or otherwise changes after the date listed below (including but not limited to in the status of the information reported herein any new relationships that may develop in the future) and to furnish any supplementary information that may be appropriate as a result of any developments. The undersigned certifies that the information contained in this Questionnaire is true, correct and complete, to the best of the knowledge and belief of the undersigned after a reasonable investigation, as of the date listed below.
|
|
|||
Date | Signature | |||
|
||||
Printed Name of the Signatory |
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Annex A
Definitions
Affiliate means a person or entity that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, another person or entity.
Compensated Solicitor means any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with such sale of Securities.
Executive Officer means the president, any vice president in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy making function, or any other person who performs similar policy making functions for the issuer, including executive officers of an affiliate of the issuer if such executive officers perform policy making functions for the relevant entity. Executive officers of subsidiaries may be deemed executive officers of the parent if they perform policy making functions for the parent.
Final Order means a written directive or declaratory statement issued by a federal or state agency described in Rule 506(d)(1)(iii) under the Securities Act of 1933 under applicable statutory authority that provides for notice and an opportunity for a hearing, which constitutes a final disposition or action by that federal or state agency. An order may still be subject to appeal and still be deemed to constitute a final order.
participating in the offering can encompass, but is not limited to, activities such as participation or involvement in due diligence activities related to the offering, involvement in the preparation of disclosure documents, and communications with the issuer, prospective investors or other offering participants. Whether activities are considered participating in the offering is a question of fact.
Promoter includes (i) any person who, acting alone or in conjunction with one or more other persons, directly or indirectly takes initiative in founding and organizing the business or enterprise of an issuer; or (ii) any person who, in connection with the founding and organizing of the business or enterprise of an issuer, directly or indirectly receives in consideration of services or property, or both services and property, 10% or more of any class of securities of the issuer or 10% or more of the proceeds from the sale of any class of such securities. However, a person who receives such securities or proceeds either solely as underwriting commissions or solely in consideration of property shall not be deemed a promoter within the meaning of this paragraph if such person does not otherwise take part in founding and organizing the enterprise.
SEC means the U.S. Securities and Exchange Commission.
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You means the person identified on the signature page of this Questionnaire. If you are a compensated solicitor, you means the person identified on the signature page along with (i) the compensated solicitors directors, executive officers and any other officers participating in the offering, (ii) any of the compensated solicitors general partners or managing members, and (iii ) any directors, executive officers and any officers participating in the offering of such general partner or managing member. Any responses for persons described in (i), (ii) or (iii) above should be made after due inquiry and any explanation provided should identify the person that was the subject of the conviction, order, suspension, bar, expulsion or injunction.
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Annex B
Continuation Page
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APPENDIX F
HIGHLAND CAPITAL MANAGEMENT, L.P
NON-DISCRETIONARY ACCOUNT CERTIFICATION
Employee Name: [NAME]
This certification is being distributed to all employees who have disclosed to the firm one or more of their Personal Trading Accounts includes a trust or third-party managed account. Rule 204A-1 requires registered advisers directors, officers, partners and supervised persons who have access to nonpublic information regarding securities transactions (collectively, access persons) to report their personal securities holding and transactions. Further, the Rule provides an exemption from reporting holding and transactions for those accounts which an access person has no direct or indirect influence or control. The access person still retains direct or indirect influence or control if the access person can (i) suggest purchases or sales of investments in the account to the trustee or third-party manager; (ii) direct transactions within the account; or (iii) consult with the trustee or third-party manager regarding allocation of investments in the account.
Please disclose the account information in the table below for each account which has been disclosed to the firm as third-party managed or a trust.
Account Name and Number |
Third Party Manager Name, Address, and Phone Number |
Relationship to Third-Party Manager |
Please answer the following questions as they relate to the accounts listed above.
Please note that the questions below do not apply to discussions in which a trustee or third- party manager simply summarizes, describes, or explains account activity, without receiving directions or suggestions from the Employee.
1. | Do you suggest purchases or sales of investments to the trustee or third-party discretionary manager? |
¨ Yes ¨ No
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2. | Do you direct purchases or sales of investments in any of the trusts or third-party managed accounts? |
¨ Yes ¨ No
3. | Do you consult with the trustee or third-party discretionary manager as to the particular allocation of investments to be made in any of the trusts or third-party managed accounts? |
¨ Yes ¨ No
Certification
I hereby certify that the information provided in the foregoing Non-Discretionary Account Certification is complete, accurate and correctly stated to the best of my knowledge, information and belief. I understand that if any of the answers to the above questions should change I will inform the appropriate personnel.
I further understand that the Firm may request a sample of holdings reports and/or transactions made in any and/or all trust and third-party managed accounts to identify transactions that would have been prohibited pursuant to Highland Capital Management L.P.s code of ethics, absent reliance on the reporting exception
|
Signature |
|
Print Name |
|
Date |
F-2
APPENDIX G
HIGHLAND CAPITAL MANAGEMENT, L.P
INDUSTRY EXPERTS OR SIMILAR CONSULTANTS DISCLOSURE STATEMENT
All experts or similar consultants are required to acknowledge the following:
Highland Capital Management, L.P. ( Highland ) is committed to maintaining the highest ethical standards. Before talking to anyone we ask that you confirm that you:
| are aware of your obligations under the Terms & Conditions or other applicable agreement or code of conduct of the organization which has provided us an introduction to you, and that you will comply with those obligations; |
| will not provide to anyone at Highland material, nonpublic information about any company whose securities are traded in a public or private market; and |
| will not discuss any specific company whose securities are traded in a public or private market to which you owe any duty of confidentiality or trust, including, but not limited to, any current employers or former employers with whom you have been employed within the previous three months. |
In agreeing to talk with someone from Highland you confirm the points above and agree to be bound by them.
* * *
Note: The applicable Highland investment personnel must identify to Highland Compliance the proposed experts or similar consultants prior to any conversation and have received confirmation from Highland Compliance that such persons have acknowledged the foregoing prior to any conversation.
G-1
APPENDIX H
HIGHLAND CAPITAL MANAGEMENT, L.P
INDUSTRY EXPERTS OR SIMILAR CONSULTANTS PROCEDURES AND
CHECKLIST
Checklist for Use with Industry Experts or Similar Consultants
HIGHLAND CAPITAL MANAGEMENT. L.P. CHECKLIST
In connection with each and every teleconference or discussion with an expert or consultant, each Highland Capital Management, L.P. ( Highland ) employee present for the discussion must complete this form for each expert/consultant present.
Date and time of teleconference or discussion: |
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Highland employee(s) present: |
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Expert/consultant(s) present: |
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Name of organization providing introduction to expert/consultant: |
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Any others present: |
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Issuer(s) discussed (list) : |
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* * * * *
At the outset of the call or discussion, the expert/consultant confirmed the following (required to certify if separate confirmation not received prior to call):
¨ | The expert/consultant confirmed that he or she is aware of his or her obligations under the Terms and Conditions or other applicable agreement or code of conduct of the organization which provided Highland an introduction to the expert/consultant, and he or she will comply with those obligations. |
H-1
¨ | The expert/consultant confirmed that he or she will not provide to anyone at Highland any material, nonpublic information about any company whose securities are traded in a public or private market, without Highlands prior consent. |
¨ | The expert/consultant confirmed that he or she will not discuss any specific company whose securities are traded in a public or private market to which the expert/consultant owes any duty of confidentiality or trust, including any current or former employers. |
If an expert/consultant does not, or reportedly cannot, confirm each of the above, inquire as to the reasons for the experts/consultants inability to do so, stop the call, and consult the Chief Compliance Officer for further guidance.
* * * * *
Following the call, all Highland analysts and/or employees who were present for the call must confirm:
¨ | You did not become aware of any information that you believe, or have reason to believe, may be material and nonpublic concerning any issuer whose securities are traded in a public or private market. |
If you cannot confirm each of the above for whatever reason, please consult the Chief Compliance Officer for further guidance. Please provide a copy of this checklist to the Chief Compliance Officer upon completion.
Signed by: |
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Name: | ||
Title: |
H-2
APPENDIX I
HIGHLAND CAPITAL MANAGEMENT, L.P
POLITICAL INFORMATION FIRMS OR SIMILAR POLITICAL CONSULTANTS
DISCLOSURE STATEMENT
You or your firm has been identified as a political information firm or similar political consultant that may enter into discussions with Highland and affiliated investment personnel. In agreeing to speak with any such personnel, you co nfir m each of the following prior to any conversation:
| you will not knowingly provide material, nonpublic information about any company whose securities are traded in a public or private market, without our prior explicit written consent; |
| you maintain policies and procedures designed to prevent passing non-public information to your clients; and |
| you enforce your policies and regularly monitor compliance with those policies. |
For the purposes of the above confirmations, information is material if there is a substantial likelihood that a reasonable investor would consider it important in deciding whether to buy, hold or sell a security. Non-public information is information that is not generally known or available to the public. Knowingly, as used herein shall include actual knowledge or facts and circumstances with respect to which a reasonably diligent party would have discovered the facts in question.
Acknowledged and agreed to |
this day of , 20 . |
By: |
Name: |
Title: |
I-1
Global Code of Ethics
and Standard of Conduct
DIMENSIONAL
A Message from Our Co-CEOs
The success of Dimensional Fund Advisors can be traced directly back to our firms first two guiding principles: Act in the best interest of clients, and act ethically and legally. These beliefs have helped us set the industry standard in exceptional service and build lasting partnerships with our clients.
These strong relationships, some spanning over 20 years, are built on trust treating our clients as we would want to be treated and always doing what we say we are going to do. We take our fiduciary obligation seriously and continually work to act as stewards of our clients assets, free from conflicts of interest.
Our firms commitment to integrity makes us stand out in a financial industry where competitive pressures are intense to behave otherwise. Dimensional will never compromise its principles or its compliance with laws and regulations, and we depend on our employees, as representatives of the firm, to uphold our ideals.
Please read this guide to learn the rules that influence our decisions and enable us to maintain the highest legal and ethical standards. Your cooperation with our code of ethics and standard of conduct will guarantee our reputation well into the future. We would like to thank you for your continued dedication to Dimensional and to our clients, which in turn allows us to continue providing for your success.
David Booth and Eduardo Repetto
TABLE OF CONTENTS
Standard of Conduct |
3 | |||
Reporting Code Violations |
3 | |||
Code of Ethics |
4 | |||
Who is subject to the Code of Ethics? |
4 | |||
Covered Accounts |
4 | |||
Non-Reportable Accounts |
4 | |||
Personal Securities Transactions |
5 | |||
Designated Officers |
5 | |||
Reportable Transactions (which do not require pre-clearance) |
5 | |||
Personal Trading Restrictions and Prohibited Activities |
6 | |||
Exceptions to Code Restrictions |
7 | |||
Certification Requirements |
7 | |||
Reporting Requirements |
7 | |||
Summary of Reporting Obligations |
7 | |||
Sanctions |
8 | |||
Communications with Disinterested Trustees and Outside Directors |
8 | |||
Japan Supplement |
9 | |||
Outside Activities |
9 | |||
Guidelines |
9 | |||
Approval Process |
10 | |||
Gifts and Business Entertainment |
10 | |||
Gifts |
10 | |||
Business Entertainment |
11 | |||
Political Contributions |
12 | |||
Other Policy Highlights |
13 | |||
Policy Against Bribery and Corruption |
13 | |||
Privacy Policies |
13 | |||
Glossary of Terms |
14 |
DIMENSIONAL | 2 |
STANDARD OF CONDUCT
All of us at Dimensional are responsible for maintaining the very highest ethical standards when conducting business. In keeping with these standards, we should adhere to the spirit as well as the letter of the law. Dimensionals Code of Ethics (the Code) is designed to help ensure that our actions are consistent with these high standards.
The Code has been adopted by Dimensional pursuant to SEC Rules with the objectives of promoting:
| honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
| full, fair, accurate, timely and understandable disclosure in reports and documents filed with relevant global regulatory agencies and in other public communications made by Dimensional; |
| compliance with applicable governmental laws, rules, and regulations; |
| the prompt internal reporting of violations of the Code to the Global Chief Compliance Officer (Global CCO) and the Deputy Chief Compliance Officer (Designated Officer); and |
| accountability for adherence to the Code. |
Adherence to the Code is a basic condition of employment. Whether or not a specific situation is addressed, employees must conduct themselves in accordance with its general principles and in a manner that is designed to avoid any actual or potential conflicts of interest. Failure to comply could result in disciplinary action, up to and including termination.
Reporting Code Violations
Dimensional is committed to fostering a culture of compliance. If you have any questions or concerns, or become aware of a violation or potential violation of the Code, you are required to report the matter to one of the following:
| The Global CCO and/or Designated Officer |
| General Counsel or |
| a member of the Ethics Committee |
The Global CCO will receive reports on all violations of the Code reported to a Designated Officer and/or a member of the Ethics Committee.
Employees have the option of reporting compliance-related matters on a confidential basis through the Compliance Reporting System (CRS), or email Compliance@dimensional.com .
Retaliation against any employee for reporting compliance related issues is cause for appropriate corrective action up to and including termination of the retaliating employee.
General Code or Standard of Conduct questions should be directed to your local Compliance Team members.
DIMENSIONAL | 3 |
CODE OF ETHICS
Who is subject to the Code of Ethics?
The Code applies to all Dimensional employees, directors/trustees, officers and general partners, all of whom have been designated as Access Persons . In addition, certain provisions of the Code also apply to Immediate Family Member(s) living in the same household.
Other restrictions on personal investment transactions may also be applied to temporary personnel (i.e., interns, contractors or consultants), whose tenure exceeds ninety (90) days and/or who are deemed to have access to nonpublic systems.
Covered Accounts
All Access Persons are required to report all investment accounts (i.e., Covered Accounts ) with which they, their spouse, domestic partner, child or any other Immediate Family Member maintain an account in which they have Beneficial Ownership or interests. Covered Accounts include but are not limited to the following:
Brokerage Accounts |
Discretionary Accounts 1 |
Employee Stock Compensation Plans |
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Retirement Accounts (IRAs or local equivalent) |
Transfer Agent Accounts |
UTMAs or UGMAs |
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Mutual Fund Accounts (i.e., collective investment schemes) |
529 accounts, in which you direct investments in Dimensional Managed Funds |
Contract for Difference Accounts (CDAs) |
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Self-Invested Personal Pension (SIPPs) (UK specific) |
Superannuation Accounts (managed, SMSF or Super Wrap, e.g., IOOF) (Australia specific) |
Nippon (Japan) Individual Savings Account (NISA) (Japan specific) |
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Stock & Shares ISAs (UK specific) |
Wrap Accounts (Australia specific) |
Non-Reportable Accounts
Employees do not need to report the following accounts as Compliance has independent access to these records for monitoring and verification purposes:
| Dimensional 401(k) account (or local equivalent); |
| Dimensional Health Savings Accounts (HSAs); |
| Dimensional Managed Fund accounts established through Fund Operations; and |
| If applicable, holdings in Dimensionals privately issued shares. |
Although these accounts do not need to be reported, investment activities in these accounts must comply with the standards of conduct embodied in the Code.
1 | Discretionary Accounts must be disclosed and supporting documentation must be provided to Compliance. |
DIMENSIONAL | 4 |
Personal Securities Transactions
All Access Persons (other than Disinterested Trustees and directors of the Advisors who are not officers or employees of Dimensional) must pre-clear their personal securities transactions in covered securities prior to execution. This also applies to transactions by any Immediate Family Member of the Access Person.
All personal securities transaction reports and requests for pre-clearance must be processed through the CRS, a web-based compliance system. Compliance will evaluate and review each pre-clearance transaction request and notification will be provided to employees through the CRS, in a timely manner.
Pre-clearance approval is valid for T+1 (i.e., market orders), from the time of approval.
Covered securities2 include but are not limited to the following:
Stocks/Shares (common, preferred or restricted) |
Derivatives 2 (options, futures, forwards, CDA trades, etc.) |
Private Placements 2 (documentation must be provided) |
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Closed-End Funds and REITs |
Warrants & Rights |
Convertible Securities |
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Voluntary Corporate Actions |
Depository Receipts (ADRs or GDRs) |
Limited Partnerships and limited liability company interests 2 |
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Fixed Income Securities
|
Exchange Traded Funds (ETFs) must be pre-cleared if the value of the transaction is >$10,000 (USD) |
Dimensional Advised or Sub- advised Exchange Traded Funds (ETFs) must be pre-cleared |
In addition, Access Persons are required to provide confirmations (or the local equivalent) for each approved and executed transaction.
Designated Officers
Designated Officers (other than the Global CCO) are required to receive prior written approval of their personal securities transactions from Dimensionals Global CCO. The Global CCO is required to receive prior approval of his personal securities transactions from one of the Dimensional Co-Chief Executive Officers.
Reportable Transactions (which do not require pre-clearance)
All Access Persons must report security transactions in the following:
| Dimensional Managed Funds (through a third party service provider or financial advisor); |
| Investments in 40-Act Funds sub-advised by Dimensional; |
| 529 Accounts that hold or are exclusively made up of Dimensional Funds; |
2 | Transactions in certain types of securities may require additional analysis. Example: An Access Person may not purchase a private placement unless approved by the Global CCO or Designated Officer . Approval would be based upon a determination that the investment opportunity was not being offered to the Access Person due to their employment with Dimensional, along with other relevant factors. Each pre-clearance is reviewed on a case-by-case basis. Covered securities do not include Exempt Securities . |
DIMENSIONAL | 5 |
| Exchange Traded Funds (ETFs) 3 , other than Dimensional-advised or sub-advised ETFs, where the principal value of the transaction is less than USD $10,000; and |
| Automatic Investment Plans (including dividend reinvestment plans) in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. |
Personal Trading Restrictions and Prohibited Activities
The Code prohibits certain transactions (purchase or sale) in covered securities:
| Initial public offering (IPO) investments; |
| Short selling of securities; |
| Securities that are subject to firmwide restriction; and |
| Transactions in a security while in possession of insider information (reference the Global Insider Trading Policy , the Singapore Supplemental Insider Trading Policy, and the Japan Insider Trading Management Policies) , is unethical and illegal and will be dealt with decisively if it occurs. |
All employees are prohibited from executing personal investment transactions with individuals with whom business is being conducted on behalf of certain institutional clients. Therefore, Compliance may request the name of the account contact (or agent), before processing the pre-clearance request.
Blackout Period Restriction
| A pre-clearance request involving a covered security will be denied if Dimensional has traded in the same or equivalent security within the past seven (7) calendar days, and the pre-clearance is in an amount over USD $10,000. Please note that transactions in an amount less than USD $10,000 must be pre-cleared and reported. |
| Compliance will monitor trading activity for seven (7) calendar days following the pre-clearance approval date for conflicts of interest on non-Discretionary Accounts. |
Short Term Trading Restrictions
| Access Persons cannot profit from the purchase and sale (or sale and purchase) of the same or equivalent security within sixty (60) calendar days. |
| Gains are calculated based on a last-in, first-out (LIFO) method. |
Excessive Trading of Dimensional Managed Funds
Employees are prohibited from engaging in excessive trading of any Dimensional Managed Funds , in order to take advantage of short-term market movements. Excessive trading activity, such as a frequent pattern of exchanges, could result in harm to shareholders or clients.
ETFs for which Dimensional Serves as Advisor or Subadvisor
Employees with knowledge of the composition of the underlying ETF constituents are prohibited from using such information or from disclosing such information to any other person, except as authorized in the course of their employment, until such information is made public.
3 | Post-trade review will be performed and all other Code provisions will still apply, such as the sixty (60) day profit restriction. |
DIMENSIONAL | 6 |
Exceptions to Code Restrictions
In cases of hardship, the Global CCO or Designated Officer may grant an exception (or waiver) to the personal trading restrictions of the Code. The decision will be based on a determination that a hardship exists and the transaction for which the exception (or waiver) is requested would not result in a conflict with our clients interests or violate any other policy embodied in the Code. Any exception (or waiver) will be evidenced in writing and will be reported to the Ethics Committee.
Certification Requirements
All employees are required to complete a Code of Ethics Acknowledgement Form upon commencement of their employment with Dimensional, and annually thereafter, to acknowledge and certify that they have received, reviewed, understand and shall comply with the Code. In addition, all material amendments to, or any new interpretations of the Code, shall be conveyed to employees (which may include temporary personnel) and require their acknowledgment of receipt and understanding of the amendments or interpretations.
Reporting Requirements
All Access Persons personal securities transactions and holdings reports will be reviewed by Compliance. The records and reports created or maintained pursuant to the Code are intended solely for internal use and are confidential unless required to be disclosed to a regulatory or governmental agency.
Summary of Reporting Obligations
New Hires 4 |
Access Persons |
All Employees |
||
Upon joining the firm (Due in 10 calendar days) | Quarterly (Due 30 calendar days after the quarter) | Annually (Due 45 calendar days after each calendar year) | ||
New Hire Questionnaire (Disciplinary Action Disclosure) |
Code of Ethics Certification | Annual Compliance Questionnaire | ||
Initial Holdings Report (include private placements) |
Quarterly Transactions and Holdings Report (even if you did not make a personal transaction) | Annual Holdings Certification & Quarterly Transaction Report | ||
Provide Covered Account statement(s) (current, within 45 days prior to start date) |
Covered Account(s) Certification | |||
Code of Ethics, Insider Trading and Compliance Manual Acknowledgements |
Code of Ethics, Insider Trading and Compliance Manual Acknowledgements |
4 | Access Persons who fail to submit the Initial Holdings Report/Questionnaire within ten (10) calendar days of their employment start date will be prohibited from engaging in any personal securities transaction until such report is submitted, and may be subject to other sanctions. |
DIMENSIONAL | 7 |
New Accounts
All Access Persons must promptly report any new Covered Account for themselves, their spouse, domestic partner, child or any other Immediate Family Member. Unless the account has been reported, no personal securities transactions can occur within the account.
The U.S. Compliance Team will send a standard letter to US broker-dealer(s) or bank(s), requesting duplicate statements and confirmations. However, it is the employees responsibility to ensure that duplicate statements and confirmations (or the local equivalent) are provided promptly. Confirmations should be provided within ten (10) calendar days.
Sanctions
Depending on the severity of the infraction, you may be subject to sanctions for violating the Code of Ethics and related personal trading controls (e.g., failing to pre-clear transactions, reporting accounts, and submitting statements and/or initial, quarterly and annual certification forms). Sanctions may include but are not limited to:
| verbal or written warnings, |
| letters of reprimand, |
| suspension of personal trading activity, |
| disgorgement and forfeiture of profits, |
| suspension, and/or |
| termination of employment |
Repeated immaterial violations will be communicated to your supervisor, Department Head and the Global CCO for corrective action. Material violations will be escalated to the Ethics Committee and subsequently reported to the Board of Directors of Dimensional and other sub-advised boards as required.
Communications with Disinterested Trustees and Outside Directors
Dimensional attempts to keep directors/trustees informed with respect to Dimensionals investment activities through reports and other information provided to them in connection with board meetings and other events. However, it is Dimensionals policy not to communicate specific trading information and/or advice on specific issues to Disinterested Trustees and Outside Directors unless the proposed transaction presents issues on which input from the Disinterested Trustees or Outside Directors is appropriate (i.e., no information is given regarding securities for which current activity is being considered for clients). Any information requests by Disinterested Trustees or Outside Directors should be reported to General Counsel or the Global CCO.
Disinterested Trustees are not subject to the reporting requirements except to the extent the Disinterested Trustee knew or, in the ordinary course of fulfilling his or her duties as a director, should have known that during the fifteen (15) days immediately before or after the Disinterested Trustees transaction in a Covered Security, a U.S. Mutual Fund purchased or sold the covered security, or an Advisor considered purchasing or selling the covered security for a U.S. Mutual Fund.
DIMENSIONAL | 8 |
Japan Supplement
Pursuant to local rules and regulations, Japanese employees have additional restrictions on personal trading (see the Japanese Code of Ethics Addendum ).
OUTSIDE ACTIVITIES
Certain types of outside business activities may cause a conflict of interest or an appearance of a conflict of interest. There is no absolute prohibition on a Dimensional employee participating in certain outside activities such as charitable foundations and endowments, provided your participation does not present a conflict of interest and you comply with the Code. For example, serving on the board of directors of a publicly-traded company presents clear potential for a conflict of interest, while serving on a board of directors of a charitable organization generally does not. However, as a practical matter there may be circumstances in which it would not be in Dimensionals best interest to allow an employee to participate in activities with an outside organization, even if the employees participation did not violate Dimensionals policies and procedures (such as whether the activity would absorb a good part of the employees time, potentially affecting their performance at Dimensional).
It is impossible to anticipate every conflict of interest that may arise, but activities with outside organizations should be limited to those that either do not present or have the least potential of presenting conflicts of interest. As a result, Dimensional requires that outside business and charitable activities must be approved by your supervisor and Compliance prior to the acceptance of such a position (or if you are new, upon joining the firm).
Guidelines
Serving on the Boards of Public Companies
| As a general matter, directorship or (an equivalent position) in an unaffiliated public company (or companies reasonable expected to become public companies) will not be authorized because of the potential conflicts. |
| If you wish to accept a directorship or (an equivalent position), you must obtain prior approval from the Boards of Directors of the Dimensional entities in which you are an employee and/or an officer. |
Activities with a private organization
| If you wish to be involved with a private organization (non-Dimensional) in an official capacity (officer, directorship or an equivalent position), you must obtain approval from the Co-CEOs and the Global CCO. |
Activities with a non-profit organization
| If you wish to be involved with a non-profit organization in an official capacity (directorship or an equivalent position), you must notify Compliance in writing as further approval may be required. |
Compensation
| If you receive compensation from an outside organization, you must obtain prior written approval from your supervisor and Compliance. |
DIMENSIONAL | 9 |
Approval Process
Outside activity requests will be evaluated on a case-by-case basis and approval will be granted only if it is determined that the activity does not present a significant conflict of interest. Obtain written approval from your Supervisor with the activity details and copy your local Compliance Team Designee(s). If any additional information is required, Compliance will reach out to you.
In instances where you receive authorization to serve as a director on an outside organization, you are expected to refrain from any direct (or indirect) involvement in the consideration by a Dimensional client of any purchase or sale for securities of that outside organization (or any affiliates of the outside organization) for which you serve as a director.
GIFTS AND BUSINESS ENTERTAINMENT 5
Employees who accept or provide gifts or entertainment (including business entertainment) relating to Dimensional business must comply with regulatory requirements, Dimensionals business practices, and the Code. The giving (or accepting) of gifts and entertainment may create (or appear to create) a conflict of interest and place Dimensional or a client in a difficult or embarrassing position. Therefore, embarrassing gifts should never be given (or accepted), and you always should use your best judgment when giving (or accepting) any gift or entertainment to determine whether it is appropriate.
Under certain circumstances, Section 17(e)(1) of the 1940 Act may prohibit Dimensionals Fund Advisory Personnel from accepting gifts and entertainment from Broker Donors . Accordingly, Dimensional has adopted additional restrictions that apply when Broker Donors offer gifts and entertainment to Authorized Traders. If you are a member of Fund Advisory Personnel, you must comply with these additional restrictions.
Gifts
In general, you may give (or accept) gifts that do not exceed the annual aggregate amount of USD $100 (or the local currency equivalent). However, you must be mindful that some clients (or prospective clients) may be subject to additional regulatory restrictions or prohibitions on the acceptance of gifts or entertainment and may have to comply with related disclosure requirements. Therefore, you should inquire about any restrictions or disclosure requirements, prior to giving any gifts (or providing business entertainment).
Gifts include logo items (e.g., pens, hats, etc.), tickets for events, gift baskets, meals and transportation.
This policy does not apply to gifts or charitable donations made by you outside the scope of your responsibilities with Dimensional.
Gift Restrictions
| You may not give (or accept) gifts in excess of USD $100 (or the local currency equivalent). |
| You may not give (or accept) gifts in the form of cash or cash equivalents. |
| Gifts valued in excess of USD $100 must be reported to Compliance and returned unless an exception is granted by the Global CCO or Compliance Designee. |
| No exceptions will be granted for gifts subject to FINRAs USD $100 gift limit. |
5 | The giving (or accepting) of all Gifts and Business Entertainment must be reported and logged promptly. Contact a member of your local Compliance Team. US employees refer to the designee(s) list on Be.Dimensional. |
DIMENSIONAL | 10 |
If you are a member of Fund Advisory Personnel, you must also comply with the following restrictions:
| You may not accept any gifts from Broker Donors except gifts of de minimis value, such as non-lavish, logoed items or gifts of less than $25 in reasonably estimated value. If you have a long-standing personal relationship with a Broker Donor, you may attend a non-business, social event hosted by the Broker Donor, or accept a non-de minimis gift or entertainment greater in value than USD $25 from the Broker Donor if the event, gift, or entertainment is pre-approved first by your supervisor and then Compliance. You must report all gifts from Broker Donors regardless of value. |
Business Entertainment
Business entertainment includes any event, meal or activity whose primary purpose is business and is offered by and attended by a person who has (either directly or through their employer or affiliate) a current or prospective business relationship with Dimensional. This also includes instances where a Dimensional employee is offering the event, meal or activity on behalf of a current or prospective Dimensional client or vendor.
Providing Business Entertainment
You may provide business entertainment as long as it is appropriate and reported in writing to your supervisor. Business entertainment provided to a current or a prospective client or vendor will be overseen by your supervisor through the Dimensional expense reporting and approval process. If the business entertainment exceeds USD $100 per person, you will need to provide a written explanation along with the name of the client, business vendor or organization.
Receiving Business Entertainment 6
You may receive business entertainment as long as it is appropriate and reported in writing to your supervisor. If the estimated value of the business entertainment you receive is expected to exceed USD $100 per person, you will need to report the event in writing to the head of your department. Certain types of business entertainment will require pre-approval by your department head. These include:
| Attending business related events with an expected value in excess of USD $100 per person (or the local equivalent); |
| Meals or events in which family members or friends are present; and |
| Attending meals or events in which five (5) or more Dimensional employees are in attendance. |
If you are a member of Fund Advisory Personnel, you must also comply with the following restrictions:
| You may not accept entertainment (such as sporting events) from Broker Donors. You may accept business meals from Broker Donors of less than USD $100 in anticipated value, and you must report those meals to your supervisor and Compliance. You may accept business meals from Broker Donors of greater than USD $100 in anticipated value provided you first pre-clear the meal with your supervisor and Compliance. |
6 | If the person (or entity) paying for the entertainment does not have a representative in attendance, the event constitutes as a gift and is subject to the gift restrictions. |
DIMENSIONAL | 11 |
Unions and Union Officials
Special reporting rules apply when Dimensional employees furnish any gift or entertainment in excess of USD $250 in any calendar year to labor unions, union officials, agents or consultants of a Taft-Hartley plan. Please report all gifts or entertainment involving a union or union official to either Legal or Compliance. If applicable, Legal will be responsible for filing the required LM-10 form with the Department of Labor.
Supplemental Policies
| U.K. Supplemental Gift & Business Entertainment Policy |
| Japan Addendum to Gift and Entertainment |
POLITICAL CONTRIBUTIONS
The U.S. Securities and Exchange Commissions political contribution regulation, known as the pay to play rules 7 , limits contributions 8 by investment advisers and certain of their employees to certain Covered Government Officials . In addition, Dimensional is subject to a variety of Federal, state and local restrictions regarding political contributions, as well as contractual restrictions between Dimensional and certain clients.
Although Dimensional encourages civic and community involvement by its directors, officers and employees, Dimensional desires to avoid any situation that could curtail Dimensionals current business or business prospects, raise potential or actual conflicts of interest, or create an appearance of impropriety in the context of Dimensionals business relationships. Accordingly, all contributions by a director, officer, employee or Immediate Family Member of a director, officer or employee of Dimensional (each a Contributor), must be made on the Contributors behalf, entirely voluntary, and should not be in an amount (determined by Contributor taking into account the Code) that is likely to influence a candidates judgment regarding any continued or future business with Dimensional.
Specifically, this policy prohibits a Contributor from making political contributions when the solicitation or request for such contributions implies that continued or future business with Dimensional depends on making such contributions. Similarly, no contributions should be made that create the appearance that Dimensional stands to benefit in its business relations because of the Contributors contribution. If a Contributor is unsure if a particular political contribution would be in compliance with this policy, they should consult Dimensionals U.S. Legal and/or Compliance Department.
More specifically, the following actions are prohibited:
| Contributors are prohibited from making political or charitable contributions for the purpose of obtaining or retaining potential or existing public entity clients; |
| Contributors are prohibited from making any contributions that create the appearance that Dimensional stands to benefit in its business relations because of such contribution; and |
| Contributors from Dimensionals non-U.S. based advisor affiliates are prohibited from making any political contributions to Federal, state or local candidates for elective office in the United States. |
7 | Rule 206(4)-5 |
8 | Contributions include, but are not limited to, monetary contributions, gifts and loans (including in-kind contributions, such as donation of goods or services). |
DIMENSIONAL | 12 |
In order to prevent an inadvertent violation of the pay to play rules, Contributors are prohibited from making political contributions, with the exception of contributions to incumbent candidates for Federal offices, without prior approval from the Global CCO to any of the following:
| Covered Government Officials |
| Political Action Committees (PACs) |
Requests for approval of political contributions must be submitted through the CRS and cannot exceed Federal, state or client limitations. Dimensionals Compliance Department will be responsible for maintaining the required books and records associated with employee political contributions to ensure the reports are kept confidential. In addition, Dimensionals Global CCO or a Chief Executive Officer may grant exceptions to the contribution limitation on a case-by-case basis. Violations of this policy will not necessarily be deemed to be violations of the pay to play rules; all violations of this policy will be discussed by Dimensionals Global Legal and Compliance Officers in making that determination. If you have any questions about the policy, please contact the U.S. Legal and/or Compliance Department.
OTHER POLICY HIGHLIGHTS
Policy Against Bribery and Corruption
Dimensional employees are prohibited from giving, offering or promising anything of value to a non-U.S. Government official with the intent to improperly obtain (or retain) any advantage.
For a full explanation of the policy, please refer to the Bribery and Corruption Policy and the supplemental policies for the following:
| Anti-Corruption Policy (U.K.) |
Privacy Policies
You should be aware of your local privacy policies, Dimensional Privacy Policy and Procedures, Dimensional Fund Advisors Ltd., Australian Supplemental Privacy Policy Statement and the Singapore Supplemental Privacy Policy . Information concerning Dimensionals clients that you acquire in connection with your employment at Dimensional is proprietary. As an employee, contractor or consultant you have access to computers, systems and corporate information in order to do your job. This access means that you have an obligation to use these systems responsible and follow company policies to protect information and systems.
You are prohibited from sending or forwarding sensitive or confidential data to your personal email address.
If you have any general questions about the Code, please contact a member of your local Compliance Team.
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GLOSSARY OF TERMS
The following definitions apply to the bold terms used throughout the brochure:
1940 Act means the Investment Company Act of 1940.
529 Account(s) (or 529 Plans) which have the ability to hold Dimensional Managed Funds are listed on Be.Dimensional.
Access Person means:
| any director/trustee, officer or general partner of the U.S. Mutual Funds or Dimensional Entities; |
| any officer or director of the Distributor who, in the ordinary course of business, makes, participates in or obtains information regarding the purchase or sale of covered securities for any registered investment company for which the Distributor acts as the principal underwriter; |
| employees of Dimensional who, in connection with their regular functions or duties, make, participate in, or obtain information regarding the purchase or sale of covered securities, or other advisory clients for which the Advisors provide investment advice, or whose functions relate to the making of any recommendations with respect to such purchases or sales; |
| any natural persons in a control relationship with one or more of the U.S. Mutual Funds or Advisors who obtain information concerning recommendations made to such the U.S. Mutual Funds or other advisory clients with regard to the purchase or sale of covered securities, or whose functions or duties, as part of the ordinary course of their business, relate to the making of any recommendation to U.S. Mutual Funds or advisory clients regarding the purchase or sale of covered securities; and |
| any Supervised Person (which may include contractors or consultants) who has access to nonpublic information regarding client securities transactions, research or portfolio holdings of any Dimensional Managed Funds. |
Advisers Act means the Investment Advisers act of 1940.
Advisor means Dimensional Fund Advisors LP, DFA Australia Limited, Dimensional Fund Advisors Ltd., Dimensional Fund Advisors Canada ULC, Dimensional Fund Advisors Pte. Ltd. and Dimensional Japan Ltd.
Beneficial Ownership means the employee has or shares a direct or indirect pecuniary interest in the securities held in an account. Employees have pecuniary interest in securities if they have the ability to directly or indirectly profit from a securities transaction. It is presumed that you have beneficial ownership interests in any account held individually or jointly, by you or by your Immediate Family Member or domestic partner (or an unrelated adult with whom you share your home and contribute to each others support) including but not limited to family trusts and family partnerships (34 Act, rule 16a-1).
Broker Donors mean broker-dealers or similar financial intermediaries and their employees, officers, directors, and other representatives.
Covered Account includes any broker-dealer, investment adviser, bank or other financial institutions in which an Access Person maintains an account in which any securities are held or the account has the ability to hold securities for the direct or indirect benefit of such Access Person.
Covered Government Official means any person who is, at the time of the contribution, an incumbent or a candidate for state or local government office (including any candidate for a federal office currently holding a state or local office).
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Designated Officer means the Global Chief Compliance Officer or any employee from the Dimensional Entities designated by the Global CCO.
Dimensional means (i) DFA Investment Dimensions Group Inc., the DFA Investment Trust Company, Dimensional Emerging Markets Value Fund and Dimensional Investment Group Inc. (collectively, the U.S. Mutual Funds ), (ii) Dimensional Fund Advisors LP, DFA Australia Limited, Dimensional Fund Advisors Ltd., Dimensional Fund Advisors Canada ULC, Dimensional Retirement Plan Services LLC, Dimensional Fund Advisors Pte. Ltd. and Dimensional Japan Ltd. (collectively, the Dimensional Entities ); and (iii) DFA Securities LLC (the Distributor ).
Dimensional Managed Funds means any series/portfolio of the U.S. Mutual Funds or any other fund advised by or sub-advised by any of the Advisors.
Discretionary Account means a personal account in which you have completely turned over decision-making authority to a professional money manager (who is not an Immediate Family Member or not otherwise covered by the Code) and you have no direct or indirect influence or control over the account. Such accounts are often referred to professionally managed or managed accounts.
Disinterested Trustee means a director/trustee of the U.S. Mutual funds who is not considered to be an interested person of the U.S. Mutual Funds within the meaning of Section 2(a)(19)(A) of the 1940 Act.
Ethics Committee means the Ethics Committee appointed by the directors/trustees of the Dimensional Entities and consists of the following officers of Dimensional Fund Advisors LP: Co-Chief Executive Officers, General Counsel, Co-Head of Portfolio Management and Trading and the Global Chief Compliance Officer.
Exempt Security means the following:
| direct obligations of the U.S. Government, or direct obligations of a Sovereign Government (e.g., Government of the United Kingdom, Commonwealth Government of Australia, etc.); |
| bankers acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments (including repurchase agreements); |
| shares of money market funds; |
| shares of registered open-end investment companies; |
| shares issued by unit investment trust that are invested exclusively in one or more registered open-end investment companies (none of which are Dimensional Managed Funds); and |
| privately issued shares of the Advisor. |
Fund Advisory Personnel mean those persons whose names appear on the effective list of Authorized Traders kept by Dimensional.
Immediate Family Member of an employee means any of the following person(s) sharing the same household with the employee:
| spouse, civil union or domestic partner, child, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister- in-law, adoptive relationships and legal guardianships; |
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| someone who holds account(s) in which the employee is a joint owner, has trading authority, or Beneficial Ownership; and/or |
| someone for whom the employee contributes to the maintenance of the household and the financial support of such person. |
Outside Director mean s a director of any Advisor who is not considered to be an interested person of the Advisor within the meaning of Section 2(a)(19)(B) of the 1940 Act, provided that a director shall not be considered interested for purposes of this Code by virtue of being a director or knowingly having a direct or indirect beneficial interest in the securities of the Advisor if such ownership interest does not exceed five percent (5%) of the outstanding voting securities of such Advisor.
SEC Rules include but are not limited to Rule 206(4)-5 and Rule 204A-1 under the Advisers Act, Rule 17j-1 under the Investment Company Act of 1940.
Supervised Person means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of an Advisor, or other person who provides (i) investment advice on behalf of an Advisor and (ii) is subject to the supervision and control of the Advisor with respect to activities that are subject to the Advisers Act or the 1940 Act.
Revised December 11, 2015 (22,989v6)
Effective January 1, 2016
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CODE OF ETHICS
PARAMETRIC PORTFOLIO ASSOCIATES LLC
Effective March 2006 | Revised September 15, 2015 |
1.0 Code of Ethics
(a) Introduction
Parametric Portfolio Associates LLC (Parametric) is an investment adviser registered with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940. Parametric is a global asset management firm offering a broad range of investment strategies, each engineered to achieve the right blend of risk, cost and return. Our capabilities span U.S. and non-U.S. markets, as well as traditional and specialty asset classes. Parametric manages money for global institutions and individuals. Investment decisions are rules-based, scientific, mathematical, and pragmatic, using algorithmic formulas and computer-optimized decision making. They are based on pre-set rules and guidelines, and are free of forecasts or market predictions. Parametric takes a quantitative investment approach and does not generally include fundamental analysis in its portfolio construction process. Clients and investors may access our strategies through a number of structures, including separate accounts, mutual funds, and other pooled vehicles.
Parametric has adopted this written code of ethics (the Code) in accordance with Rule 204A-1, under the Investment Advisers Act, and Rule 17j-1 under the Investment Company Act. All Parametric employees, Officers and Managers (as defined in the firms Operating Agreement) are considered to be Access Persons and are subject to this Code. In addition, any supervised person, such as a consultant, contractor or temporary employee, who has access to nonpublic information regarding any clients purchase or sale of securities or client portfolio holdings, or is involved in making securities recommendations, is considered an Access Person subject to this Code. From time to time, Parametric may engage consultants, contractors who do not fall within the Codes definition of Access Person. The Compliance Department will provide written notification to any such supervised person not considered an Access Person and confirm that they are not subject to the Code. Although such person may not be subject to the Code, he/she may be required to comply with certain firm policies and procedures regarding confidentiality, political contributions, the provision and receipt of gifts and entertainment, and other potential conflicts of interest. These responsibilities and obligations will be detailed in the persons service agreement with Parametric.
The Parametric Code is based on the principle that, as an Access Person, you (i) owe a fiduciary duty to the shareholders of the registered investment companies (the Funds) and all other accounts (Clients) for which Parametric serves as an adviser or sub-adviser, (ii) must comply with all applicable laws, rules and regulations, and (iii) must act at all times with integrity, competence, diligence, respect and in an ethical manner. Accordingly, you must avoid activities, interests and relationships that might interfere or appear to interfere with making decisions in the best interests of our advisory clients, or which violate Federal law. At all times, you must:
i. | Place the interests of our Advisory Clients first. |
As a fiduciary, you must avoid serving your own personal interests ahead of the interests of our Clients. You may not cause a Client to take action, or not to take action, for your personal benefit rather than the benefit of the Client. For example, you would violate this Code if you caused a Client to purchase a Security you owned
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for the purpose of increasing the price of that Security. If you make (or participate in making) recommendations regarding the purchase or sale of Securities to any Client, provide information or advice to such a Client, have access to or obtain information regarding such recommendations, or help execute recommendations, you would also violate this Code if you made a personal investment in a Security that might be an appropriate investment for a Client without first considering the Security as an investment for the Client.
ii. | Conduct all of your personal Securities transactions in full compliance with this Code, Federal law and the Parametric Insider Trading Policy. |
You must not take any action in connection with your personal investments that could cause even the appearance of unfairness or impropriety. Accordingly, you must comply with the policies and procedures set forth in this Code under the heading Personal Securities Transactions . In addition, you must comply with the policies and procedures set forth in the Parametric Insider Trading Policy.
iii. | Avoid taking inappropriate advantage of your position. |
The receipt of investment opportunities, gifts or gratuities from persons seeking business with Parametric directly or on behalf of a Client could raise questions about the independence of your business judgment. Accordingly, you must comply with the policies and procedures set forth in this Code under the heading Fiduciary Duties . Doubtful situations should be resolved in the Clients best interest, and not your own personal interest.
(b) Standards of Professional Conduct
Parametric is committed to setting the highest ethical standards with regard to the professional conduct of its employees. Parametric has adopted the following standards to promote an environment committed to ethical and professional excellence. By adhering to these standards and the Code, Access Persons will enable Parametric to develop and maintain the valued trust and confidence of its clients and prospective clients.
Professionalism
As an Access Person, you must understand and comply with all applicable laws, rules and regulations of any government, regulatory organization, licensing agency or professional organization governing professional conduct. In the event that rules conflict, you should adhere to the more conservative standard. You must not knowingly participate or assist in any violation of such laws, rules or regulations. You are obligated to promptly report to your manager or the Chief Compliance Officer (CCO) any suspected illegal or fraudulent activity involving any Access Person or client.
You must use reasonable care and judgment to achieve and maintain independence and objectivity in your professional activities. You must not offer, solicit or accept anything of value that could reasonably be expected to compromise your independence and objectivity.
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You must not knowingly make any misrepresentations relating to investment analysis, recommendations, actions or other professional activities.
You must not engage in any professional conduct involving dishonesty, fraud or deceit or commit any act that reflects adversely on you or Parametrics reputation, integrity or competence.
You must not misrepresent or exaggerate your title, professional designations, if any, or your responsibilities as an employee of Parametric.
You must maintain and improve your professional competence and strive to improve the competence of other employees to better serve Parametric and its clients.
Duties to Clients
All Access Persons have a duty of loyalty to each client and must act with reasonable care and exercise prudent judgment. You must deal fairly and objectively with all clients when providing investment advisory services or engaging in other professional activities.
You must understand a clients investment experience, risk and return objectives and financial constraints prior to making investment recommendations or actions on their behalf. You must determine that investments are suitable and in accordance with client investment guidelines and restrictions.
You must make reasonable efforts to ensure that investment performance provided to clients is fair, accurate and complete.
You must keep information about current, former and prospective clients confidential unless the client has permitted the disclosure of such information, the disclosure is required by law or the information concerns illegal activity on the part of the client.
Duties to Parametric
As an employee, you must act for the benefit of Parametric and not deprive it of your skills and abilities, divulge confidential information or otherwise cause it harm.
You must avoid conflicts of interest between you and Parametric. You must obtain written consent approving the receipt of any outside compensation.
You must make reasonable efforts to detect and prevent violations of applicable laws, rules, regulations and the Code, and promptly report any potential violation to your manager or the CCO.
Investment Advisory Services
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You must exercise diligence, independence and thoroughness when analyzing investments, making investment recommendations and taking investment actions. Further, you must have a reasonable and adequate basis, supported by appropriate research, for any investment analysis, recommendation or action taken.
You must disclose to clients and prospective clients the investment processes used to analyze investments, select securities, and construct portfolios. You must use reasonable judgment in identifying factors important to your investment analyses, recommendations or actions and disclose them to clients and prospective clients. You must distinguish between fact and opinion when presenting investment analysis and recommendations.
You must develop and maintain appropriate records to support the investment advisory services performed and communications provided to clients and prospective clients.
You must not engage in practices that distort prices or artificially inflate trading volume with the intent to mislead market participants.
(c) Personal Securities Transactions
The following guidelines and restrictions will be enforced unless otherwise individually exempted or pre-approved in writing by Compliance.
Trading in General
You may not engage, and you may not permit any other person or entity to engage, in the purchase or sale of any non-exempt Security (as defined below) of which you have, or by reason of the transaction will acquire, Beneficial Ownership, unless the transaction is an Exempt or Permitted Transaction (as defined below), and you have fully complied with this policy.
In all cases, transactions in non-exempt Securities must be entered as same-day orders.
Beneficial Ownership
The Code governs any account over which you have discretionary authority and any Security of which you have direct or indirect Beneficial Ownership, including trusts, partnerships, or retirement plans. For purposes of this Code, Beneficial Ownership shall be interpreted in the same manner as it would under Rule 16a-1(a)(2) of the Exchange Act of 1934 (the Exchange Act).
Beneficial Ownership includes any account in which you have or share a direct or indirect Pecuniary Interest. You have a Pecuniary Interest in Securities if you have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the Securities. The following are examples of an indirect Pecuniary Interest in Securities:
i. | Securities held by a family member or significant other with whom you share your primary residence. This applies to Securities held by spouses and domestic partners, as well as children, parents, other relatives, or other individuals or entities over which you have control or trading authority. |
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ii. | Your interest as a general partner in Securities held by a general or limited partnership. |
iii. | Your interest as a manager-member in Securities held by a limited liability company. |
You do not have Beneficial Ownership of a corporation, partnership, limited liability company, or other entity in which you hold an equity interest, unless you are a controlling equity holder or you have shared investment control over the Securities held by the entity.
The following circumstances constitute Beneficial Ownership by you of Securities held by a trust:
i. | Your ownership of Securities as a trustee in which either you or members of your immediate family have a vested interest in the principal or income of the trust. |
ii. | Your ownership of a vested beneficial interest in a trust. |
iii. | Your status as a settlor of a trust, unless the consent of all of the beneficiaries is required in order for you to revoke the trust. |
Use of Broker-Dealers and Brokerage Accounts
You may not engage, and you may not permit any other person or entity to engage, in any purchase or sale of publicly traded Securities of which you have, or by reason of the transaction will acquire, Beneficial Ownership, except through a registered broker-dealer. All accounts must be with a broker on the list of approved brokerage firms, unless you have received prior approval from Compliance.
Securities
The following are Securities:
Any note, stock, treasury stock, bond, debenture, closed-end fund, exchange-traded fund (ETF), evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option or privilege 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 any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a security, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any security.
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The following are not Securities:
Commodities, and futures and options on commodities, traded on a commodities exchange, including currency futures. However, futures and options on any group or index of Securities are Securities.
Exempt Securities
The following Securities are exempt from all provisions of this Code (Exempt Securities):
i. | Direct obligations of the Government of the United States. |
ii. | Money market instruments, including Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments (defined as any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a Nationally Recognized Statistical Rating Organization, including repurchase agreements). |
iii. | Shares of registered open-end investment companies i.e., mutual funds. However, Funds advised or sub-advised by Parametric and ETFs are reportable Securities and are subject to all provisions of this Code. |
iv. | Shares of money market funds. |
v. | Shares of a unit investment trust if the unit investment trust is invested exclusively in mutual funds that are unaffiliated with Parametric and/or Eaton Vance. |
Exempt Transactions
The following transactions are exempt from all provisions of this Code (Exempt Transactions) unless noted below:
i. | Any transaction of Securities that is non-volitional by the Access Person, including purchases or sales of Securities in which such Access Person has no advance knowledge of the transaction. |
ii. | The purchase of Securities effected pursuant to an automatic investment plan, such as a dividend reinvestment plan (DRP, DRIPS) or similar monthly investment program. (The sale of Securities acquired under an automated investment plan is exempt from the 60-day holding requirement but is subject to all other provisions of this Code.) |
iii. | Transactions effected by exercise of rights issued to the holders of a class of Securities pro rata, to the extent they are issued with respect to Securities of which you have Beneficial Ownership. |
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iv. | Acquisitions or dispositions of Securities as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to all holders of a class of Securities of which you have Beneficial Ownership. |
v. | Purchases or sales of Securities issued in qualified tuition programs established pursuant to Section 529 of the Internal Revenue Code of 1986 (529 Plans). |
vi. | The acquisition of Securities, such as stock grants and employee stock options, received as compensation from an employer or the purchase of stock through an employers stock purchase plan (ESPP). (The sale of Securities received from an employer or purchased via an ESPP is exempt from the 60-day holding requirement but is subject to all other provisions of this Code.) This provision does not apply to the Eaton Vance stock, which Access Persons are required to pre-clear. |
Permitted Transactions
The following personal securities transactions are permitted under the Code. These permitted transactions do not require pre-clearance approval but are subject to the reporting and holding requirements of this Code.
i. | Purchases or sales of up to $100,000 per day per issuer of fixed-income Securities. |
ii. | Purchases or sales of up to $50,000 per day per ETF, closed-end fund or similar instrument. |
iii. | Purchases or sales of up to $50,000 per day per issuer for issuers with a market cap value greater than $3 billion (at time of transaction). |
iv. | Purchases or sales of up to $10,000 per day per issuer for issuers with a market cap value less than $3 billion (at time of transaction). |
v. | Derivatives to the extent that the trading equivalent limitations included above are enforced. For options, transaction value shall be based on the equitable number of underlying shares and the strike price, and market cap value shall be determined by the value of the underlying Security at the time of purchase. All other derivatives transactions, including futures and swaps, must be pre-cleared. Using a derivative instrument to circumvent a restriction in the Code of Ethics is prohibited. For example, selling a deep in-the-money call for the purpose of avoiding the 60 day hold period is prohibited. Cash settled options are exempt from the trading equivalent limitations included above. |
vi. | Short sales of equities to the extent that the above trading equivalent limitations are enforced. |
vii. | Purchases or sales of Eaton Vance Corp. stock (NYSE: EV) so long as you have obtained written pre-approval from the Treasurer of Eaton Vance Corp., or designee. |
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However, the exercise and sale of EV stock options do not require pre-clearance, and are exempt from the trading equivalent limitations above. |
In special circumstances, an Access Person may request and receive relief or exemption from a personal trading restriction, requirement or procedure contained in this Code if the action does not negatively affect client trading or violate any regulations. The Access Person must obtain pre-approval from the CCO by submitting a written request describing the special circumstances and the intended transaction. The CCO shall consider to what extent the desired transaction would create a material conflict of interest or harm client portfolios when making its determination to approve or deny the request. The CCO may deny a request for any reason. The Compliance Department shall communicate the approval or denial to the Access Person in writing and record it in a log detailing all such requests.
Prohibited Practices
The following practices are explicitly prohibited by Parametric Access Persons at all times:
i. | Front Running. Front Running is the practice of taking a position or effecting the purchase or sale of Securities for personal benefit based on non-public information regarding an impending transaction in the same, or equivalent, Security. |
Example: A Portfolio Manager mentions that Parametric is selling all of its holdings of Company X and you know that the large trade will negatively affect the stock, so you put in a personal order to sell your shares of Company X before the Parametric position is sent to the market.
ii. | Initiating or recommending a Client transaction that benefits you more than the Client. Because your responsibility is to put your Clients interests ahead of your own, you may not delay taking appropriate action for a Client in order to avoid potential adverse consequences in your personal account. |
iii. | Trading on stock ratings changes communicated to Parametric by Eaton Vance Management. Notwithstanding the Exempt Transactions listed above, if you are a Portfolio Manager who utilizes or has access to Eaton Vance stock ratings, you may not purchase or sell any Security until the seventh (7th) day after any change in the rating of the Security. |
iv. | Acquiring Beneficial Ownership of any Securities in an initial public offering (IPO) (as defined in Rule 17j-1). Although generally not permitted, rare exceptions may be submitted to Compliance for consideration and must be pre-approved. |
v. | Short-term trading of Securities. An employee may not sell a Security until at least 60 calendar days after the most recent purchase trade date. An employee may not repurchase a Security until at least 60 calendar days after the most recent sale trade date. You may not trade partial positions or use FIFO principles to enter into or trade out of positions of the same Security. This applies to short-term gains and losses, and includes derivative and shorting transactions. Options and futures transactions may |
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not be exercised, renewed, or closed out within 60 days of the initiation of the contract. Written Compliance approval for personal emergencies may be granted on an exception basis. |
vi. | Transactions in, or the exercise of, derivatives or other Security positions which may independently cause a violation of any allowable personal trading activities. |
vii. | Orders that are open for longer than one trading day (i.e., Good-till-cancelled (GTC) and other carry-over orders). |
viii. | Owning more than 2% of the outstanding shares of any one company without written pre-approval. |
ix. | Transactions in Securities when you know that a same-day proprietary model and/or third-party investment manager model trade will occur. |
x. | Membership in an investment club. |
Due to the volume and scope of Securities transactions within Client portfolios and the unpredictable nature of optimization-driven trading, the possibility exists that personal transactions will occur in the same or opposite direction of Client transactions. A personal transaction in the same direction as a Client trade, or in the opposite direction after a Client trade, is not necessarily a violation of the Code of Ethics unless you knew that the Client trade would occur.
(d) Caution
Personal trading is a privilege granted by Parametric and not a right of employment. All personal trading is subject to review, especially when done in excess. Please be aware that, if deemed appropriate, you may be prohibited from trading in any position at any time. The restricted list currently applicable to certain Securities may be expanded without advance notice upon Compliances directive to include additional employees and/or other Securities. Accordingly, you may transact in Securities in an exempt category or hold positions previously unrestricted and be unable to take profits or losses at an opportune time.
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Pre-clearance Procedures
If a Securities transaction requires pre-clearance, Securities may be purchased or sold only if you have submitted a written request to Compliance for approval to make the purchase or sale. Compliance must provide written pre-approval, and this pre-approved transaction must be executed by the close of the market on the same trading day.
No Access Person should submit a pre-clearance request if the individual knows that such a transaction may be considered a violation of any other Code requirements including, but not limited to, blackout period restrictions, front running, and insider trading.
Private Placements
You must pre-clear all private placement investments through the Compliance Science Personal Trading Control Center (PTCC). You may not acquire Beneficial Ownership of any Securities in a private placement (a limited offering as defined in Rule 17j-1), unless you have received prior approval from Compliance. Approval will not be given unless a determination is made that the investment opportunity should not be reserved for one or more advisory clients, and the opportunity to invest has not been offered to you by virtue of your position.
If you have acquired Beneficial Ownership of Securities in a private placement, you must disclose your investment when you play a part in any consideration of an investment by an advisory client in the issuer of the Securities, and any decision to make such an investment must be independently reviewed by a Portfolio Manager who does not have Beneficial Ownership of any Securities of the issuer.
(e) Reporting
Reporting of Transactions and Brokerage Accounts
You must promptly report all brokerage accounts and Securities transactions. To satisfy these requirements you must cause each registered broker-dealer which maintains an account for Securities of which you have Beneficial Ownership to provide to Compliance information regarding all holdings and transactions (no less than quarterly) for the account. Reporting must include any transactions in Parametric managed registered funds including, but not limited to, Eaton Vance funds.
All Access Persons are required to promptly report to Compliance any new investment accounts in which you will maintain direct or indirect beneficial ownership of Securities. New accounts should be reported no later than 10 days after they are established. New accounts must be with a broker on the list of approved brokerage firms. Compliance monitors Access Persons investments accounts by receiving daily electronic data feeds from the broker-dealers. No trading may occur in an Access Persons investment account until the electronic data feed has been established and a notification email has been sent to the individual by Compliance.
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In accordance with FINRA Rule 3050, all Access Persons who are FINRA registered representatives through Eaton Vance Distributors, Inc. are required to notify Parametric Compliance in writing prior to establishing a new brokerage account in which you have discretionary authority or beneficial ownership, as defined above.
Non-Discretionary Accounts
An investment account that has been established by or on behalf of an Access Person may be relieved of the personal trading restrictions of this Code if the Parametric CCO determines that the Access Person has no direct or indirect influence or control of the securities held in the account (a Non-Discretionary Account). The CCOs approval is contingent upon the provision of a letter whereby the broker, financial adviser, trustee or other control person other than an Access Person of the Non-Discretionary Account (the Fiduciary) confirms that the Fiduciary has been granted full discretionary authority for the management of the Non-Discretionary Account and neither the Access Person nor his/her immediate family members will be consulted prior to the purchase or sale of Securities held in the Non-Discretionary Account, with the exception of purchases or sales of EV common stock, for which the Access Person must receive pre-trade approval from EV Treasury; furthermore, the Fiduciary must confirm that they will not accept any direction from the Access Person to buy or sell any Security (EV common stock excluded) nor shall he/she consult with the Fiduciary as to the particular allocation of investments. Transactions in Securities held in an approved Non-Discretionary Account are exempt from the personal trading restrictions of this Code. However, Access Persons must ensure that the Fiduciary provides holdings and transactions information to Compliance via regular electronic data feeds or duplicate account statements which will be reviewed by Compliance to verify that prohibited transactions have not occurred. Access Persons who maintain beneficial ownership of Securities in one or more Non-Discretionary Accounts will be required to certify annually, no later than 30 days after the calendar year-end, that they have no direct or indirect influence or control over the Non-Discretionary Accounts and have not directed the Fiduciary to buy or sell Securities held therein. If an Access Person fails to submit the annual certification as required, their accounts will no longer considered to be Non-Discretionary Accounts and will be subject to all personal trading provisions of this Code.
Initial, Quarterly and Annual Reports
You must disclose your holdings of all non-Exempt Securities of which you have Beneficial Ownership within 10 days of becoming an Access Person of Parametric and annually thereafter or as requested by Compliance. All information must be current within 45 days of your employment date.
In addition to submitting Initial and Annual Holdings Reports, Access Persons shall submit to Compliance on a quarterly basis a Personal Transactions Certification within 30 days after each quarter-end or sooner as determined by Compliance.
Initial, quarterly and annual reports must be submitted to Compliance via the PTCC. Please notify Compliance immediately if any holdings or transactions listed on your reports are inaccurate.
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Outside Business Activities
Certain relationships and activities may create a business-related conflict of interest or may be perceived as a potential conflict. Therefore, Access Persons are required to pre-clear in writing new outside activities through the Compliance Department whether or not they are financial or investment related. The pre-clearance form may be obtained upon request from Compliance. Compliance will consult with senior management regarding the permission of such activity. FINRA-registered representatives must also receive written pre-clearance from EVD for new outside activities by completing and submitting EVDs Outside Business Activity Form.
Although Parametric realizes that Access Persons may wish to perform volunteer work or serve on boards, even the appearance of a conflict may negatively affect Client relationships or possibly be in violation of the firms fiduciary responsibilities.
Compliance will generally approve activities including, but not limited to:
i. | board membership for a non-profit organization |
ii. | non-financial related consulting engagements |
iii. | serving as executive trustee or power of attorney for non-family members |
Serving on the board of a publicly traded company is generally prohibited regardless of whether the company is also a Client. Participation on the board of a private company which has the ability to become or is currently a Client must be carefully reviewed for conflict of interest considerations and appropriate fire wall applications before pre-clearance may be granted.
New Access Persons must declare and have all outside activities approved by Compliance and their department manager within 10 days of their official date of employment.
(f) Fiduciary Duties
Conflicts of Interest
Parametric has a fiduciary obligation to act at all times in the best interests of its Clients. It is the responsibility of Parametrics senior management in conjunction with Compliance to ensure the protection of Client assets. All policies and procedures are designed to identify real and potential conflicts of interest, and further manage these conflicts of interest. Conflicts of interest may arise when Parametric places its own interests or the interests of its affiliates ahead of its Clients interests, or when Parametric places the interests of certain Clients ahead of other Clients interests.
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Conflicts of interest may arise for Access Persons as well. To identify and assess potential conflicts of interest, all Access Persons are required to make full and fair disclosure of any matter that could be expected to impair their independence and objectivity or interfere with their respective duties to clients and Parametric. Potential conflicts of interest include, but are not limited to, outside business activities, related persons employed in the securities industry, any sources of outside compensation, board membership, and any material relationships with public companies.
Gifts, Meals & Entertainment
As a Parametric Access Person, you are permitted, subject to the following conditions, to provide and/or accept gifts, meals and entertainment from or to Clients, prospective Clients, service providers, vendors, or any other third party that has a business relationship with the company (Business Associates). You are required to pre-clear, if possible, the receipt and/or provision of all material gifts, meals and/or entertainment from or to a Business Associate through the Compliance Science PTCC. Please be aware that certain states and public plans have additional restrictions than those outlined below. Compliance will periodically advise employees of such additional restrictions. For example, we may not accept or provide gifts or any entertainment in the state of New Mexico. Any entertainment or meal regardless of the cost is prohibited. Therefore, it is imperative that employees use extreme care when providing gifts or entertainment to prospective clients or their representatives. The consequences for violating state solicitation laws can be very severe and could prevent Parametric from doing any business with state or public plans.
i. | Gifts |
You may not accept gifts from or provide gifts to a Business Associate that exceeds, in aggregate, a total of $100 per year. The acceptance of cash and cash equivalents of any value is prohibited. You are required to promptly report to Compliance the receipt of any gifts that are not promotional items of nominal value (i.e., pens, key chains, coffee mugs, etc.) through PTCC. Upon review, Compliance may determine the receipt of a gift creates the appearance of impropriety and require its immediate return to the provider. You may not provide any non-promotional gifts to a Business Associate without pre-approval from Compliance through PTCC. Gifts to Clients and prospective Clients should be similarly reasonable. If there is a need for a gift in excess of $100, pre-clearance from both management and Compliance is required.
ii. | Meals |
You are permitted to provide or accept a meal from a Business Associate provided that both and the Business Associate are present and the provision of meals is not excessive or frequent. Meals received that are estimated to cost less than $100 per person are considered de minimis and do not require reporting to Compliance. If you receive a meal that is estimated to cost more than $100 per person, you are required to obtain pre-approval from Compliance, if possible, and report it to Compliance through PTCC within 5 business days. All meals provided by Access Persons to Business Associates must be reported and accounted for in the Concur Expense Management System. If you intend to provide a meal to a Business Associate that is estimated to cost in excess of $100, you must obtain pre-approval from Compliance through PTCC.
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iii. | Entertainment |
You are permitted to accept entertainment, including but not limited to, sporting events, theater tickets, or art exhibits that are not excessive or frequent. The Business Associate providing the entertainment must be present at the event; otherwise, it is considered a gift and is subject to the above gift restrictions. Entertainment must not be lavish or so excessive as to appear to unduly influence the judgment of you or the Business Associate, or otherwise appear improper. For example, you may not attend a high profile or limited-access event such as the Super Bowl, the Masters Golf Tournament, or the Academy Awards at the expense of a Business Associate. Spouses or other family members may not accept meals or entertainment provided by a Business Associate. However, you may pay for an additional individual to attend the event if desired. Any entertainment that is illegal, or may encourage inappropriate conduct, compromise the attendees, or reflect poorly on Parametric is strictly prohibited. You must obtain pre-approval from Compliance through PTCC prior to accepting entertainment from a Business Associate, if possible. If not possible, you must report the event in PTCC within 5 business days.
You are permitted to provide entertainment to a Business Associate provided that both you and the Business Associate are present; otherwise, it is considered a gift and is subject to the above gift restrictions. All entertainment provided by Access Persons to Business Associates must be reported and accounted for in the Concur Expense Management System. If the entertainment to be provided is estimated to cost more than $100 per person, you are required to obtain pre-approval from Compliance through PTCC prior to the event. If the Business Associate is affiliated with a government entity or union, you are required to obtain pre-approval from Compliance through PTCC prior to the event regardless of the cost of the event.
iv. | Business Conferences |
You must obtain written approval from your supervisor and Compliance prior to accepting entrance to or registration for a conference event provided at the expense of a Business Associate. When obtaining pre-clearance from Compliance, a copy of your supervisors written approval and a list of all included expenses must be provided.
v. | Government Employees and Officials |
Certain state or other governmental agencies may have regulations which restrict or prohibit government employees or officials from receiving gifts or entertainment of any value. Accordingly, you must ensure the acceptability of any gift, meal, entertainment or travel to any local, state or federal government employee or official prior to the gifting or entertainment event. You must promptly report to Compliance any gift, meal, entertainment or travel received from any local, state or federal government employee or official, or any union related accounts.
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You are strongly encouraged to contact Compliance if you have any questions concerning the receipt or provision of any gifts, meals and/or entertainment from or to a Business Associate or a government employee or official.
ERISA Clients
The Employee Retirement Income Security Act of 1974 (ERISA) is a federal law that governs private employee health and pension plans. Parametric manages many ERISA plans and certain client agreements hold Parametric liable for applicable fiduciary actions for managing accounts that claim ERISA rules application. Fiduciary obligations arise under Section 406(b) which addresses the receipt of items and services of value. Thus, many plan agreements prohibit the acceptance of any gifts. In addition, certain gifts may trigger plan filings with the IRS. The DOL may also be alerted to gifts plan fiduciaries through mandatory reporting that plan sponsors must make to the regulators.
In order to avoid any appearance of pay-to-play, reasonableness, and difficulties which may arise on the part of the ERISA plan recipient, Parametric has adopted the industry standard of restricting the giving of gifts of any value to ERISA plan clients.
Any exceptions to this policy must be pre-cleared by Compliance. Compliance will only consider approving an exception if there is written assurance that the clients policies do not prohibit the action and it does not place Parametric in a potential position of having to defend the policy of sending some ERISA clients gifts of various values. In addition, Compliance would be required to closely monitor expense reports to ensure that the procedures are adhered to.
Gifting under the FCPA and similar UK Bribery Act
The U.S. Foreign Corrupt Practices Act (FCPA) continues to be one of the highest enforcement priorities of the SEC and DOJ. The primary purpose of this act is to reduce corruption in developing countries and encourage foreign governments to sanction firms against bribery relative to foreign officials. It is a criminal act to attempt or in any manner bribe a foreign public official.
In order to avoid even the perception of violating FCPA rules and standards, Parametric has adopted the policy of prohibiting the giving of gifts of any value to a foreign government official or any other business or corporate officer.
Political Contributions
Pursuant to Rule 206(4)-5 of the Investment Advisers Act of 1940 and amended rules 204-2 and 206(4)-3, all Access Persons are subject to political contribution restrictions. That is, all political contributions must be pre-cleared by Eaton Vance Legal. Please refer to Rule 206(4)-5 (Pay-to-Play and Political Contributions) for more details.
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(g) Compliance
Certificate of Receipt
You are required to acknowledge receipt of your copy of the Code. You may receive the same or a similar acknowledgement certification for this purpose whenever the Code is amended. These certifications are to be completed via Compliance Sciences PTCC.
Annual Certificate of Compliance
You are required to certify upon commencement of your employment or the effective date of this Codewhichever occurs laterand annually thereafter, that you have read and understand this Code and you recognize that you are subject to this Code. Each annual certification will also state that you have complied with the requirements of this Code during the prior year, and that you have disclosed, reported, or caused to be reported all holdings required hereunder and all transactions during the prior year in Securities of which you had or acquired Beneficial Ownership. These certifications are to be completed via Compliance Sciences PTCC.
Extended Leave
In addition to the Human Resources Department, you must notify the Compliance Department (if possible) if you require an extended leave of absence from the firm. Examples of an extended leave of absence include maternity, paternity, medical or military leave. Access Persons will remain responsible for complying with all Code requirements during an extended leave of absence. All Access Persons are still held to the Code, including personal trading requirements, while on extended leave.
Remedial Actions
Parametrics CCO, or designee, will monitor for compliance with this Code. Any Access Person who is found to have violated any provision of this Code, including submission of incomplete, false or untimely reports, may be sanctioned. Parametric does not take violations of the Code of Ethics lightly. All violations of this Code will be treated with the highest level of scrutiny, weighing the regulatory and reputational risks as principal factors. All violations are subject to remedial actions. First time violations are not exempt from disciplinary action. Remedial actions will include a letter to your employee personnel file and other sanctions as determined by Compliance. If you violate requirements by executing a personal trade, you may be required to promptly reverse the trade in the same account the violation occurred. If you buy the stock back at a higher price or sell the stock at a lower price, you will be responsible for all losses excluding commissions. If you buy back the stock at a lower price or sell the stock at a higher price, all profits, excluding commissions, must be donated to a mutually acceptable charity. In addition to these penalties, one or a combination of the following may occur if you violate this Code:
i. | You may be restricted from all personal trading for a period of 3-24 months. |
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ii. | Your future bonuses and salary may be affected. |
iii. | You may be subject to a substantial fine. |
iv. | You may be demoted, suspended, or immediately terminated. |
Once Compliance has determined the appropriate sanctions, the Access Person with the violation must promptly comply, thereby taking action within one business day. All Code of Ethics documentation, reports, brokerage statements and other materials required under this Code will be retained for a minimum of six years following the end of the Access Persons termination year.
(h) Reports To Management And Trustees
Reports of Significant Remedial Action
Parametrics CCO, or designee, will, on a timely basis, inform the management of Parametric and trustees of each Registered Investment Company advisory client of each material remedial action that was taken in response to a violation of this Code.
Annual Reports
Parametrics CCO, or designee, will report annually to the Executive Committee of Parametric and to the trustees of Registered Investment Company advisory clients with regard to efforts to ensure compliance by Access Persons of Parametric with their fiduciary obligations to our advisory clients.
The annual report will, at a minimum:
i. | Describe any issues arising under the Code of Ethics or procedures since the last report to the trustees, as the case may be, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to material violations; and |
ii. | Certify that Parametric has adopted procedures reasonably necessary to prevent all Access Persons from violating the Code. |
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