1933 Act File No. 333-40455
1940 Act File No. 811-08495
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 22, 2017
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 | ☒ | |
Post-Effective Amendment No. 225 | ☒ |
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 | ☒ | |
Amendment No. 226 | ☒ |
(Check appropriate box or boxes)
NATIONWIDE MUTUAL FUNDS
(Exact Name of Registrant as Specified in Charter)
ONE NATIONWIDE PLAZA
MAIL CODE 05-02-210
COLUMBUS, OHIO 43215
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
Registrants Telephone Number, including Area Code: (614) 435-5787
Send Copies of Communications to:
ALLAN J. OSTER, ESQ. 10 WEST NATIONWIDE BOULEVARD COLUMBUS, OHIO 43215 |
PRUFESH R. MODERA, ESQ. STRADLEY RONON STEVENS & YOUNG, LLP 1250 CONNECTICUT AVENUE, N.W., SUITE 500 |
|
(NAME AND ADDRESS OF AGENT FOR SERVICE) | WASHINGTON, DC 20036 |
It is proposed that this filing will become effective: (check appropriate box)
☐ | immediately upon filing pursuant to paragraph (b) |
☒ | On November 27, 2017, pursuant to paragraph (b) |
☐ | 60 days after filing pursuant to paragraph (a)(1) |
☐ | on [date] pursuant to paragraph (a)(1) |
☐ | 75 days after filing pursuant to paragraph (a)(2) |
☐ | on [date] pursuant to paragraph (a)(2) of rule 485. |
If appropriate, check the following box:
☐ | This post-effective amendment designated a new effective date for a previously filed post-effective amendment. |
EXPLANATORY NOTE
This Post-Effective Amendment Nos. 225/226 relates only to the Nationwide Loomis All Cap Growth Fund, a series of the Registrant. No other information relating to any other series of the Registrant is amended or superseded hereby.
NATIONWIDE LOOMIS ALL CAP GROWTH FUND
Prospectus May 5, 2017 (as revised November 27, 2017)
Fund and Class | Ticker | |
Nationwide Loomis All Cap Growth Fund Class A |
NWZLX | |
Nationwide Loomis All Cap Growth Fund Class R6 |
NWZMX | |
Nationwide Loomis All Cap Growth Fund Institutional Service Class |
NWZNX |
As with all mutual funds, the U.S. Securities and Exchange Commission has not approved or disapproved the Funds shares or determined whether this Prospectus is complete or accurate. To state otherwise is a crime.
nationwide.com/mutualfunds |
|
1
FUND SUMMARY: NATIONWIDE LOOMIS ALL CAP GROWTH FUND
Objective
The Fund seeks to provide long-term capital growth.
Fees and Expenses
This table describes the fees and expenses you may pay when buying and holding shares of the Fund. 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 Nationwide Funds. More information about these and other discounts is available from your financial professional and in Investing With Nationwide Funds commencing on page 10 of this Prospectus and in Additional Information on Purchases and Sales commencing on page 58 of the Statement of Additional Information.
Class A
Shares |
Class R6
Shares |
Institutional Service
Class Shares |
||||
Shareholder Fees (fees paid directly from your investment) | ||||||
Maximum Sales Charge (Load) imposed on purchases (as a percentage of offering price) | 5.75% | None | None | |||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||
Management Fees | 0.80% | 0.80% | 0.80% | |||
Distribution and/or Service (12b-1) Fees | 0.25% | None | None | |||
Other Expenses 1 | 0.43% | 0.18% | 0.43% | |||
Total Annual Fund Operating Expenses | 1.48% | 0.98% | 1.23% | |||
Fee Waiver/Expense Reimbursement 2 | (0.13)% | (0.13)% | (0.13)% | |||
Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement | 1.35% | 0.85% | 1.10% |
1 | Other Expenses is based on estimated amounts for the current fiscal year. |
2 | Nationwide Mutual Funds (the Trust) and Nationwide Fund Advisors (the Adviser) have entered into a written contract limiting annual fund operating expenses to 0.85% until at least February 28, 2019. Under the expense limitation agreement, the level to which operating expenses are limited applies to all share classes, excluding any taxes, interest, brokerage commissions, Rule 12b-1 fees, acquired fund fees and expenses, short-sale dividend expenses, administrative services fees, other expenses which are capitalized in accordance with generally accepted accounting principles and expenses incurred by the Fund in connection with any merger or reorganization, and may exclude other nonroutine expenses not incurred in the ordinary course of the Funds business. The expense limitation agreement may be changed or eliminated only with the consent of the Board of Trustees of the Trust. The Adviser may request and receive reimbursement from the Fund for advisory fees waived or other expenses reimbursed by the Adviser pursuant to the expense limitation agreement at a date not to exceed three years from the month in which the corresponding waiver or reimbursement to the Fund was made. However, no reimbursement may be made unless: (i) the Funds assets exceed $100 million and (ii) the total annual expense ratio of the class making such reimbursement is no higher than the amount of the expense limitation that was in place at the time the Adviser waived the fees or reimbursed the expenses and does not cause the expense ratio to exceed the current expense limitation. Reimbursement by the Fund of amounts previously waived or reimbursed by the Adviser is not permitted except as provided for in the expense limitation agreement. |
Example
This Example is intended to help you to compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then sell all of your shares at the end of those periods. It assumes a 5% return each year and no change in expenses, and the application of any expense limitation for the periods indicated above under Fees and Expenses. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | |||||||
Class A shares | $705 | $982 | ||||||
Class R6 shares | 87 | 287 | ||||||
Institutional Service Class shares | 112 | 365 |
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 period from the Funds commencement of operations on June 1, 2017 through October 31, 2017, the Funds portfolio turnover rate was 11.55% of the average value of its portfolio.
2
FUND SUMMARY: NATIONWIDE LOOMIS ALL CAP GROWTH FUND (cont.)
Principal Investment Strategies
Under normal circumstances, the Fund will invest in equity securities, primarily common stocks, issued by companies of any size. The Fund normally will invest across a wide range of sectors and industries, using a growth style of equity management that emphasizes companies with sustainable competitive advantages, long-term structural growth drivers, attractive cash flow returns on invested capital, and management teams focused on creating long-term value for shareholders. The Funds subadviser aims to invest in stocks of companies when they trade at a significant discount to the estimate of intrinsic value. The subadviser will consider selling a portfolio investment when it believes an unfavorable structural change occurs within a given business or the markets in which it operates, when a critical underlying investment assumption is flawed, when a more attractive reward-to-risk opportunity becomes available, when the current price fully reflects the subadvisers estimate of intrinsic value, or for other investment reasons which the subadviser deems appropriate.
The Fund is not required to maintain any specified percentage of its assets in securities of a particular capitalization size. The Fund is permitted, therefore, at any given time, to invest either all of its assets or none of its assets in any particular capitalization size, or to invest a flexible combination of its assets among various capitalization sizes. The Fund may invest up to 25% of its net assets in foreign securities. Although the Fund maintains a diversified portfolio, it nonetheless may invest in a limited number of issuers.
Principal Risks
The Fund cannot guarantee that it will achieve its investment objective.
As with any fund, the value of the Funds investmentsand therefore, the value of Fund sharesmay fluctuate. These changes may occur because of:
New fund risk the Fund is newly formed. The Funds investment strategy may not be successful under future market conditions, which could result in the Fund being liquidated at any time without shareholder approval and at a time that may not be favorable for all shareholders.
Equity securities risk stock markets are volatile. The price of an equity security fluctuates based on changes in a companys financial condition and overall market and economic conditions.
Market and selection risks market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. Selection risk is the risk that the securities selected by the Funds management will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies.
Smaller company risk smaller companies are usually less stable in price and less liquid than are larger, more established companies. Small companies are more vulnerable than larger
companies to adverse business and economic developments and may have more limited resources. Therefore, they generally involve greater risk.
Foreign securities risk foreign securities may be more volatile, harder to price and less liquid than U.S. securities. The prices of foreign securities may be further affected by other factors, such as changes in the exchange rates between the U.S. dollar and the currencies in which the securities are traded.
Growth style risk growth stocks are generally more sensitive to market movements than other types of stocks primarily because their stock prices are based heavily on future expectations. If the subadvisers assessment of the prospects for a companys growth is wrong, or if the subadvisers judgment of how other investors will value the companys growth is wrong, then the price of the companys stock may fall or not approach the value that the subadviser has placed on it.
Limited portfolio holdings risk because the Fund may hold large positions in a smaller number of securities, an increase or decrease in the value of such securities may have a greater impact on the Funds value and total return.
Loss of money is a risk of investing in the Fund.
Performance
Performance information gives some indication of the risks of an investment in the Fund by comparing the Funds performance with a broad measure of market performance. Performance information is not provided because the Fund did not complete one full calendar year of operations as of the date of this Prospectus.
Portfolio Management
Investment Adviser
Nationwide Fund Advisors
Subadviser
Loomis, Sayles & Company, L.P.
Portfolio Manager
Portfolio Manager | Title |
Length of Service
with Fund |
||
Aziz V. Hamzaogullari, CFA | Vice President and Portfolio Manager | Since 2017 |
Purchase and Sale of Fund Shares
Minimum Initial Investment |
Class A: $2,000 |
Institutional Service Class: $50,000 |
Class R6: $1,000,000 |
Automatic Asset Accumulation Plan (Class A): $0* |
* Provided each monthly purchase is at least $50. |
Minimum Additional Investment |
Class A: $100 |
Institutional Service Class, Class R6: no minimum |
Automatic Asset Accumulation Plan (Class A): $50 |
3
FUND SUMMARY: NATIONWIDE LOOMIS ALL CAP GROWTH FUND (cont.)
In general, you can buy or sell (redeem) shares of the Fund through your broker-dealer or other financial intermediary, or by mail or phone on any business day. You generally can pay for shares by check or wire.
Tax Information
The Funds distributions are taxable, and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account, in which case your distributions may be taxed as ordinary income when withdrawn from the tax-advantaged account.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies 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 salesperson or visit your financial intermediarys website for more information.
4
HOW THE FUND INVESTS: NATIONWIDE LOOMIS ALL CAP GROWTH FUND
The Nationwide Loomis All Cap Growth Fund seeks to provide long-term capital growth. This objective may be changed by the Nationwide Mutual Funds (the Trusts) Board of Trustees (Board of Trustees) without shareholder approval upon 60 days written notice to shareholders.
Principal Investment Strategies
Under normal circumstances, the Fund will invest in equity securities , primarily common stocks , issued by companies of any size, including large-cap , mid-cap and small-cap companies . The Fund normally will invest across a wide range of sectors and industries, using a growth style of equity management that emphasizes companies with sustainable competitive advantages, long-term structural growth drivers, attractive cash flow returns on invested capital, and management teams focused on creating long-term value for shareholders. The Funds subadviser aims to invest in stocks of companies when they trade at a significant discount to the estimate of intrinsic value. The subadviser will consider selling a portfolio investment when it believes an unfavorable structural change occurs within a given business or the markets in which it operates, when a critical underlying investment assumption is flawed, when a more attractive reward-to-risk opportunity becomes available, when the current price fully reflects the subadvisers estimate of intrinsic value, or for other investment reasons which the subadviser deems appropriate.
The Fund is not required to maintain any specified percentage of its assets in securities of a particular market capitalization size. The Fund is permitted, therefore, at any given time, to invest either all of its assets or none of its assets in any particular capitalization size, or to invest a flexible combination of its assets among various capitalization sizes. The Fund may invest up to 25% of its net assets in foreign securities. Although the Fund maintains a diversified portfolio, it nonetheless may invest in a limited number of issuers.
Key Terms:
Equity securities represent an ownership interest in the issuer. Common stocks are the most common type of equity securities.
Common stock securities representing shares of ownership of a corporation.
Large-cap companies companies with market capitalizations similar to those of companies included in the Russell 1000 ® Index, ranging from $643 million to $618 billion as of December 31, 2016.
Mid-cap companies companies with market capitalizations similar to those of companies included in the Russell MidCap ® Index, ranging from $643 million to $57.6 billion as of December 31, 2016.
Small-cap companies companies with market capitalizations similar to those of companies included in the Russell 2000 ® Index, the largest of which was $10.5 billion as of December 31, 2016.
Growth style investing in companies that the Funds subadviser believes to have above-average rates of cash flow growth and which therefore may experience above-average increases in stock price.
Market capitalization a common way of measuring the size of a company based on the price of its common stock multiplied by the number of outstanding shares.
5
RISKS OF INVESTING IN THE FUND
The Fund cannot guarantee that it will achieve its investment objective.
As with any mutual fund, the value of the Funds investmentsand therefore, the value of Fund sharesmay fluctuate. Loss of money is a risk of investing in the Fund.
The following information relates to the principal risks of investing in the Fund, as identified in the Fund Summary and How the Fund Invests sections. The Fund may invest in or use other types of investments or strategies not shown below that do not represent principal strategies or raise principal risks. More information about these non-principal investments, strategies and risks is available in the Funds Statement of Additional Information (SAI).
Equity securities risk the Fund could lose value if the individual equity securities in which it has invested and/or the overall stock markets on which the stocks trade decline in price. Stocks and stock markets may experience short-term volatility (price fluctuation) as well as extended periods of price decline or little growth. Individual stocks are affected by many factors, including:
● |
corporate earnings; |
● |
production; |
● |
management; |
● |
sales and |
● |
market trends, including investor demand for a particular type of stock, such as growth or value stocks, small- or large-cap stocks, or stocks within a particular industry. |
Stock markets are affected by numerous factors, including interest rates, the outlook for corporate profits, the health of the national and world economies, national and world social and political events, and the fluctuation of other stock markets around the world.
Foreign securities risk foreign securities may be more volatile, harder to price and less liquid than U.S. securities. Foreign investments involve some of the following risks as well:
● |
political and economic instability; |
● |
the impact of currency exchange rate fluctuations; |
● |
sanctions imposed by other foreign governments, including the United States; |
● |
reduced information about issuers; |
● |
higher transaction costs; |
● |
less-stringent regulatory and accounting standards and |
● |
delayed settlement. |
Additional risks include the possibility that a foreign jurisdiction might impose or increase withholding taxes on income payable with respect to foreign securities; the possible seizure, nationalization or expropriation of the issuer or foreign deposits (in which the Fund could lose its entire investment in a certain market); and the possible adoption of foreign governmental restrictions such as exchange controls.
Regional adverse conditions in a certain region can adversely affect securities of issuers in other countries whose
economies appear to be unrelated. To the extent that the Fund invests a significant portion of its assets in a specific geographic region, the Fund generally will have more exposure to regional economic risks. In the event of economic or political turmoil or a deterioration of diplomatic relations in a region or country where a substantial portion of the Funds assets are invested, the Fund may experience substantial illiquidity.
Foreign currencies foreign securities may be denominated or quoted in currencies other than the U.S. dollar. Changes in foreign currency exchange rates affect the value of the Funds portfolio. Generally, when the U.S. dollar rises in value against a foreign currency, a security denominated in that currency loses value because the currency is worth fewer U.S. dollars. Conversely, when the U.S. dollar decreases in value against a foreign currency, a security denominated in that currency gains value because the currency is worth more U.S. dollars.
Foreign custody the Fund may hold foreign securities and cash in foreign banks and securities depositories. Some foreign banks and securities depositories may be organized recently or new to the foreign custody business, and there may be limited or no regulatory oversight of their operations. The laws of certain countries may put limits on the Funds ability to recover its assets if a foreign bank, depository or issuer of a security, or any of their agents, goes bankrupt. In addition, it is often more expensive for the Fund to buy, sell and hold securities in certain foreign markets than in the United States. The increased expense of investing in foreign markets reduces the amount the Fund can earn on its investments and typically results in a higher operating expense ratio for the Fund.
Depositary receipts investments in foreign securities may be in the form of depositary receipts, such as American Depositary Receipts (ADRs), European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs), which typically are issued by local financial institutions and evidence ownership of the underlying securities. Depositary receipts generally are subject to the same risks as the foreign securities that they evidence or into which they may be converted. Depositary receipts may or may not be sponsored jointly by the underlying issuer. The issuers of unsponsored depositary receipts are not obligated to disclose information that is, in the United States, considered material. Therefore, there may be less information available regarding these issuers and there may not be a correlation between such information and the market value of the depositary receipts. Certain depositary receipts are not listed on an exchange and therefore may be considered to be illiquid securities.
Growth style risk growth stocks are generally more sensitive to market movements than other types of stocks primarily because their stock prices are based heavily on future expectations. If the subadvisers assessment of the prospects for a companys growth is wrong, or if the subadvisers judgment of how other investors will value the companys growth is wrong, then the price of the companys stock may fall or not approach the value that the subadviser has placed on it.
6
RISKS OF INVESTING IN THE FUND (cont.)
Limited portfolio holdings risk because the Fund may hold large positions in a smaller number of securities, an increase or decrease in the value of such securities may have a greater impact on the Funds value and total return.
Market and selection risks market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. Selection risk is the risk that the securities selected by the Funds management will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies.
New fund risk the Fund is newly formed. The Funds investment strategy may not be successful under future market conditions, which could result in the Fund being liquidated at any time without shareholder approval and at a time that may not be favorable for all shareholders.
Smaller company risk in general, stocks of smaller companies trade in lower volumes, may be less liquid, and are subject to greater or more unpredictable price changes than stocks of larger companies or the market overall. Smaller companies may have limited product lines or markets, be less financially secure than larger companies or depend on a smaller number of key personnel. If adverse developments occur, such as due to management changes or product failures, the Funds investment in a smaller company may lose substantial value. Investing in smaller companies requires a longer-term investment view and may not be appropriate for all investors.
* * * * *
Temporary investments the Fund generally will be fully invested in accordance with its objective and strategies. However, pending investment of cash balances, or if the Funds subadviser believes that business, economic, political or financial conditions warrant, the Fund may invest without limit in cash or money market cash equivalents. The use of temporary investments therefore is not a principal strategy, as it prevents the Fund from fully pursuing its investment objective, and the Fund may miss potential market upswings.
Selective Disclosure of Portfolio Holdings
The Fund posts onto the internet site for the Trust (nationwide.com/mutualfunds) substantially all of its securities holdings as of the end of each month. Such portfolio holdings are available no earlier than 15 calendar days after the end of the previous month, and generally remain available on the internet site until the Fund files its next quarterly portfolio holdings report on Form N-CSR or Form N-Q with the U.S. Securities and Exchange Commission (SEC). A description of the Funds policies and procedures regarding the release of portfolio holdings information is available in the Funds SAI.
7
Investment Adviser
Nationwide Fund Advisors (NFA or Adviser), One Nationwide Plaza, Columbus, OH 43215, manages the investment of the Funds assets and supervises the daily business affairs of the Fund. Subject to the oversight of the Board of Trustees, NFA also selects the subadvisers for the Fund, determines the allocation of Fund assets among one or more subadvisers, and evaluates and monitors the performance of the subadvisers. Organized in 1999 as an investment adviser, NFA is a wholly owned subsidiary of Nationwide Financial Services, Inc.
Subadviser
Subject to oversight by NFA and the Board of Trustees, the subadviser will manage all or a portion of the Funds assets in accordance with the Funds investment objective and strategies. With regard to the portion of Fund assets allocated to it, the subadviser makes investment decisions for the Fund and, in connection with such investment decisions, places purchase and sell orders for securities. NFA pays the subadviser from the management fee it receives from the Fund.
LOOMIS, SAYLES & COMPANY, L.P. (LOOMIS SAYLES) is subadviser to the Fund. Loomis Sayles, located at One Financial Center, Boston, Massachusetts 02111, was founded in 1926 and is one of the oldest investment advisory firms in the United States with over $240.2 billion in assets under management as of December 31, 2016.
A discussion regarding the basis for the Board of Trustees approval of the investment advisory and subadvisory agreements for the Fund will be available in the Funds annual report to shareholders, which will cover the period ending October 31, 2017.
Management Fees
The Fund pays NFA a management fee based on the Funds average daily net assets. The total management fee that can be paid by the Fund, expressed as a percentage of the Funds average daily net assets, and not including any applicable fee waivers, is as follows:
Assets | Fee | |||
Up to $1 billion | 0.80% | |||
$1 billion and more | 0.775% |
Portfolio Management
Aziz V. Hamzaogullari, CFA, is primarily responsible for the day-to-day management of the Fund. Mr. Hamzaogullari is a Vice President of Loomis Sayles and the Head of the Growth Equities Strategy team. Prior to joining Loomis Sayles in 2010, he was a senior portfolio manager at Evergreen Investments. Mr. Hamzaogullari has a BS from Bilkent University, Turkey, and an MBA from George Washington University. He is a member of the Boston Security Analysts Society.
Historical Performance of Similarly Managed Accounts of Loomis Sayles
The following table sets forth historical performance information for all accounts managed by Loomis Sayles that have substantially similar investment objectives, policies, strategies, risks and investment restrictions as the Fund (the Subadvisers Similarly Managed Accounts).
The returns of the Subadvisers Similarly Managed Accounts are provided to illustrate the past performance of Loomis Sayles in managing substantially similar accounts as measured against a specified market index and does not represent the performance of the Fund. The Subadvisers Similarly Managed Accounts are separate and distinct from the Fund; its performance is not intended as a substitute for the Funds performance and should not be considered a prediction of the future performance of the Fund or of Loomis Sayles.
The returns of the Subadvisers Similarly Managed Accounts were calculated on a total return basis, include all dividends and interest, accrued income and realized and unrealized gains and losses. Composite Returns Gross of Investment Management Fee reflect the deduction of all fees paid by the Subadvisers Similarly Managed Accounts, including brokerage commissions and transaction and execution costs, excluding custodial fees and without provision for federal or state income taxes. Composite Returns Net of Investment Management Fee also reflect the additional deduction of investment advisory fees. The Subadvisers Similarly Managed Accounts include actual discretionary accounts managed by Loomis Sayles that have investment objectives, policies, strategies, risks and investment restrictions substantially similar to those of the Fund. The Subadvisers Similarly Managed Accounts may include both tax-exempt and taxable accounts.
Securities transactions are accounted for on trade date and accrual accounting is utilized. Cash and equivalents are included in performance returns. Monthly returns of the Subadvisers Similarly Managed Accounts have been linked to calculate average annual returns and combine the individual accounts returns (calculated on a time-weighted rate of return basis that is revalued daily) weighted based on each accounts asset value as of the beginning of the month. Investors should be aware that the performance information shown below was calculated differently than the methodology mandated by the SEC for registered investment companies.
The Subadvisers Similarly Managed Accounts are subject to lower expenses than the Fund and may not be subject to the diversification requirements, specific tax restrictions and investment limitations imposed on the Fund by the Investment Company Act of 1940 or Subchapter M of the Internal Revenue Code. Consequently, the performance results for the Subadvisers Similarly Managed Accounts would have been less favorable had it been regulated as an investment company under the federal securities laws.
The returns set forth below are provided to illustrate the past performance of Loomis Sayles in managing substantially similar accounts and should not be
8
FUND MANAGEMENT (cont.)
interpreted as indicative of the future results that may be achieved by the Fund. Past results are not necessarily indicative of future results. In addition, the results presented below may not necessarily equate with the return experienced by any particular investor as a result of the timing of investments and redemptions, market conditions and other factors. In addition, the effect of taxes on any investor will depend on such persons tax status, and the results have not been reduced to reflect any income tax that may have been payable.
The table below shows the annual total returns for the Subadvisers Similarly Managed Accounts and a broad-based securities market index for periods ended June 30, 2017.
Subadvisers Similarly Managed Accounts Performance
Average Annual Total Returns
As of June 30, 2017 | ||||||||||||||||
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Composite Returns Net of Investment Management Fee | 24.28% | 15.37% | 19.22% | 12.02% | ||||||||||||
Composite Returns Gross of Investment Management Fee | 24.91% | 15.91% | 19.76% | 12.55% | ||||||||||||
Russell 3000 ® Growth Index | 20.72% | 10.83% | 15.20% | 8.82% |
Additional Information about the Portfolio Managers
The SAI provides additional information about each portfolio managers compensation, other accounts managed by the portfolio manager and the portfolio managers ownership of securities in the Fund managed by the portfolio manager, if any.
9
INVESTING WITH NATIONWIDE FUNDS
When selecting a share class, you should consider the following:
● |
which share classes are available to you; |
● |
how long you expect to own your shares; |
● |
how much you intend to invest; |
● |
total costs and expenses associated with a particular share class and |
● |
whether you qualify for any reduction or waiver of sales charges. |
The availability of certain sales charge waivers and discounts will depend on whether you purchase your shares directly from the Trust or through a financial intermediary. More information about purchasing shares through Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill Lynch) can be found in Waiver of Class A Sales Charges commencing on page 10, Reduction of Class A Sales Charges commencing on page 11, and Waiver of Contingent Deferred Sales ChargesClass A Shares commencing on page 12 of this Prospectus, and in Additional Information on Purchases and Sales commencing on page 58 of the Statement of Additional Information. Intermediaries may have different policies and procedures regarding the availability of front-end sales load waivers or contingent deferred (back-end) sales charge (CDSC) waivers. In all instances, it is the purchasers responsibility to notify Nationwide Funds or the purchasers financial intermediary at the time of purchase of any relationship or other facts qualifying the purchaser for sales charge waivers or discounts. To qualify for waivers and discounts not available through a particular intermediary, purchasers will have to purchase Fund shares directly from the Trust or through another intermediary by which such waivers and discounts are available.
Your financial intermediary can help you to decide which share class is best suited to your needs.
In addition to the sales charges and fees discussed in this section, your financial intermediary also may charge you a fee when you purchase or redeem the Funds shares.
The Nationwide Funds offer several different share classes, each with different price and cost features. The Nationwide Loomis All Cap Growth Fund (the Fund) offers four different share classesClass A shares, Institutional Service Class shares, Class R6 shares and Class T shares.
Institutional Service Class and Class R6 shares are available only to certain investors. Class T shares, which are featured in a different prospectus, are available only through certain financial intermediaries. For eligible investors, Institutional Service Class, Class R6 and Class T shares may be more suitable than Class A shares.
Before you invest, compare the features of each share class, so that you can choose the class that is right for you. We describe each share class except Class T shares (which are featured in a different prospectus) in detail on the following pages. Your financial intermediary can help you with this decision.
Class A Shares
Class A shares are subject to a front-end sales charge of 5.75% of the offering price, which declines based on the size of your purchase as shown below. A front-end sales charge means that a portion of your investment goes toward the sales charge and is not invested.
Front-End Sales Charges for Class A Shares
Sales Charge as a
Percentage of |
Dealer
Commission as a Percentage of Offering Price |
|||||||||||
Amount of Purchase |
Offering
Price |
Net Amount
Invested (approximately) |
||||||||||
Less than $50,000 | 5.75 | % | 6.10 | % | 5.00 | % | ||||||
$50,000 to $99,999 | 4.75 | 4.99 | 4.00 | |||||||||
$100,000 to $249,999 | 3.50 | 3.63 | 3.00 | |||||||||
$250,000 to $499,999 | 2.50 | 2.56 | 2.00 | |||||||||
$500,000 to $999,999 | 2.00 | 2.04 | 1.75 | |||||||||
$1 million or more | None | None | None | * |
* | Dealer may be eligible for a finders fee as described in Purchasing Class A Shares without a Sales Charge below. |
No front-end sales charge applies to Class A shares that you buy through reinvestment of Fund dividends or capital gains.
Waiver of Class A Sales Charges
Except as stated below, front-end sales charges on Class A shares are waived for the following purchasers:
● |
registered investment advisers, trust companies and bank trust departments exercising discretionary investment authority with respect to the amounts to be invested in the Fund; |
● |
current shareholders of a Nationwide Fund who, as of February 28, 2017, owned their shares directly with the Trust in an account for which the Distributor was identified as the broker-dealer of record; |
● |
directors, officers, full-time employees, and sales representatives and their employees of a broker-dealer that has a dealer/selling agreement with the Distributor; |
● |
retirement plan customers of Nationwide Financial Services, Inc. or one of its subsidiaries. Notwithstanding the foregoing, the sales charge waiver shall not apply with respect to sales of shares to retirement plan investors for whom Nationwide Securities, LLC is identified as the broker of record; |
● |
owners of individual retirement accounts investing assets formerly in retirement plans that were subject to the automatic rollover provisions under Section 401(a)(31)(B) of the Internal Revenue Code of 1986, as amended; |
● |
retirement plan customers of an unaffiliated brokerage firm or retirement plan administrator that has an agreement with the Distributor to waive sales charges; |
● |
investment advisory clients of the Adviser and its affiliates; |
● |
Trustees and retired Trustees of the Trust; |
● |
directors, officers, full-time employees (and their spouses, children or immediate relatives) of the Adviser or its affiliates and |
10
INVESTING WITH NATIONWIDE FUNDS (cont.)
● |
directors, officers, full-time employees (and their spouses, children or immediate relatives) of any current subadviser to the Trust. |
The SAI lists other investors eligible for sales charge waivers.
Waiver of Class A Sales Charges for Fund Shares Purchased Through Merrill Lynch
Shareholders who are customers of Merrill Lynch, purchasing Fund shares through a Merrill Lynch platform or account, will be eligible only for the following sales charge waivers, which may differ from those stated above or in the SAI:
● |
employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission-based brokerage account and shares are held for the benefit of the plan; |
● |
shares purchased by or through a 529 Plan; |
● |
shares purchased through a Merrill Lynch-affiliated investment advisory program; |
● |
shares purchased by third-party investment advisers on behalf of their advisory clients through a Merrill Lynch platform; |
● |
shares purchased through the Merrill Edge Self-Directed platform; |
● |
shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same Fund (but not any other fund within the fund family); |
● |
employees and registered representatives of Merrill Lynch or its affiliates and their family members; |
● |
Trustees of the Trust, and employees of the Adviser or any of its affiliates and |
● |
shares purchased from the proceeds of redemptions of any Nationwide Fund, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end sales load (i.e., Rights of Reinstatement). |
Front-End Load Discounts Available at Merrill Lynch: Breakpoints, Rights of Accumulation & Letters of Intent
● |
Breakpoints as described in this Prospectus; |
● |
Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchasers household at Merrill Lynch. Eligible fund family assets not held at Merrill Lynch may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets and |
● |
Letters of Intent (Letter of Intent) which allow for breakpoint discounts based on anticipated purchases within a fund family, through Merrill Lynch, over a 13-month period of time. |
Reduction of Class A Sales Charges
Investors may be able to reduce or eliminate front-end sales charges on Class A shares through one or more of these methods:
● |
A larger investment. The sales charge decreases as the amount of your investment increases. |
● |
Rights of accumulation. To qualify for the reduced Class A sales charge that would apply to a larger purchase than you are currently making (as shown in the table above), you and other family members living at the same address can add the current value of any Class A or Class C shares in all Nationwide Funds (except the Nationwide Government Money Market Fund) that you currently own or are currently purchasing to the value of your Class A purchase. |
● |
Share repurchase privilege. If you redeem Fund shares from your account, you may qualify for a reinvestment privilege. Generally, you may reinvest some or all of the proceeds in shares of the same class without paying an additional sales charge within 30 days of redeeming shares on which you previously paid a sales charge. If you purchase Fund shares through a Merrill Lynch platform or account, then you may reinvest some or all of the proceeds of redemptions of shares of any Nationwide Fund within 90 days following the redemption, as described in Waiver of Class A Sales Charges above. (Reinvestment does not affect the amount of any capital gains tax due. However, if you realize a loss on your redemption and then reinvest all or some of the proceeds, all or a portion of that loss may not be tax deductible.) |
● |
Letter of Intent discount. If you declare in writing that you or a group of family members living at the same address intend to purchase at least $50,000 in Class A shares (except the Nationwide Government Money Market Fund) during a 13-month period, your sales charge is based on the total amount you intend to invest. You also can combine your purchase of Class A shares with your purchase of Class C shares of another Nationwide Fund to fulfill your Letter of Intent. You are not legally required to complete the purchases indicated in your Letter of Intent. However, if you do not fulfill your Letter of Intent, additional sales charges may be due and shares in your account would be liquidated to cover those sales charges. |
The value of cumulative-quantity-discount-eligible shares equals the current value of those shares. The current value of shares is determined by multiplying the number of shares by their current public offering price. In order to obtain a sales charge reduction, you may need to provide your financial intermediary or the Funds transfer agent, at the time of purchase, with information regarding shares of the Fund held in other accounts which may be eligible for aggregation. Such information may include account statements or other records regarding shares of the Fund held in (i) all accounts (e.g., retirement accounts) with the Fund and your financial intermediary; (ii) accounts with other financial intermediaries; and (iii) accounts in the name of immediate family household members (spouse and children under 21). You should retain any records necessary to substantiate historical costs because the Fund, its transfer agent, and financial intermediaries may not maintain this information. Otherwise, you may not receive the reduction or waivers. This information regarding breakpoints is also available free of charge at nationwide.com/mutual-funds-sales-charges.jsp.
11
INVESTING WITH NATIONWIDE FUNDS (cont.)
Reduction of Class A Sales Charges for Fund Shares Purchased Through Merrill Lynch
Notwithstanding the foregoing, if you purchase Fund shares through a Merrill Lynch platform or account, ROA and Letters of Intent which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchasers household at Merrill Lynch. Eligible fund family assets not held at Merrill Lynch may be included in the ROA or Letter of Intent calculation only if the shareholder notifies his or her financial advisor about such assets.
Purchasing Class A Shares without a Sales Charge
Purchases of $1 million or more of Class A shares have no front-end sales charge. You can purchase $1 million or more in Class A shares in one or more of the funds offered by the Trust (including the Fund in this Prospectus) at one time, or you can utilize the ROA discount and Letter of Intent discount as described above. However, a CDSC applies (as shown below) if a finders fee is paid by the Distributor to your financial advisor or intermediary and you redeem your shares within 18 months of purchase.
The CDSC does not apply:
● |
if you are eligible to purchase Class A shares without a sales charge because of a waiver identified in Waiver of Class A Sales Charges above; |
● |
if no finders fee was paid or |
● |
to shares acquired through reinvestment of dividends or capital gains distributions. |
Contingent Deferred Sales Charge on Certain Redemptions of Class A Shares
Amount of Purchase |
$1 million
or more |
|||
If sold within | 18 months | |||
Amount of CDSC | 1.00% |
Any CDSC is based on the original purchase price or the current market value of the shares being redeemed, whichever is less. If you redeem a portion of your shares, shares that are not subject to a CDSC are redeemed first, followed by shares that you have owned the longest. This minimizes the CDSC you pay. Please see Waiver of Contingent Deferred Sales ChargesClass A Shares for a list of situations where a CDSC is not charged.
The CDSC for Class A shares of the Fund is described above; however, the CDSC for Class A shares of other Nationwide Funds may be different and is described in their respective Prospectuses. If you purchase more than one Nationwide Fund and subsequently redeem those shares, the amount of the CDSC is based on the specific combination of Nationwide Funds purchased and is proportional to the amount you redeem from each Nationwide Fund.
Waiver of Contingent Deferred Sales ChargesClass A Shares
Except as stated below, the CDSC is waived on:
● |
the redemption of Class A shares purchased through reinvested dividends or distributions; |
● |
Class A shares redeemed following the death or disability of a shareholder, provided the redemption occurs within one year of the shareholders death or disability and |
● |
mandatory withdrawals of Class A shares from traditional individual retirement accounts (IRA) after age 70 1 / 2 and for other required distributions from retirement accounts. |
If you qualify for a waiver of a CDSC, you must notify the Funds transfer agent, your financial advisor or other intermediary at the time of purchase and also must provide any required evidence showing that you qualify. For more complete information, see the SAI.
Waiver of Contingent Deferred Sales Charges for Class A Shares Purchased Through Merrill Lynch
Shareholders redeeming Class A shares through a Merrill Lynch platform or account will be eligible for only the following CDSC waivers, which may differ from those disclosed above:
● |
shares redeemed following the death or disability of the shareholder; |
● |
shares sold as part of a systematic withdrawal plan as described in this Prospectus; |
● |
redemptions that constitute a return of excess contributions from an IRA; |
● |
shares redeemed as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching age 70 1 / 2 ; |
● |
shares redeemed to pay Merrill Lynch fees, but only if the redemption is initiated by Merrill Lynch; |
● |
shares redeemed where the redemption proceeds are used to purchase shares of the same Fund or a different Fund within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (i.e., Rights of Reinstatement) and |
● |
the redemption of shares held in retirement brokerage accounts that are exchanged for a lower-cost share class due to the transfer to a fee-based account or platform. |
Share Classes Available Only to Institutional Accounts
The Fund offers Institutional Service Class and Class R6 shares. Only certain types of entities and selected individuals are eligible to purchase shares of these classes.
If an institution or retirement plan has hired an intermediary and is eligible to invest in more than one class of shares, the intermediary can help determine which share class is appropriate for that retirement plan or other institutional account. Plan fiduciaries should consider their obligations under the Employee Retirement Income Security Act (ERISA) when determining which class is appropriate for the retirement plan.
12
INVESTING WITH NATIONWIDE FUNDS (cont.)
Other fiduciaries also should consider their obligations in determining the appropriate share class for a customer, including:
● |
the level of distribution and administrative services the plan or account requires; |
● |
the total expenses of the share class and |
● |
the appropriate level and type of fee to compensate the intermediary. |
An intermediary may receive different compensation, depending on which class is chosen.
Institutional Service Class Shares
Institutional Service Class shares are sold without a sales charge, and are not subject to Rule 12b-1 fees. Institutional Service Class shares are available for purchase only by the following:
● |
retirement plans advised by financial professionals; |
● |
retirement plans for which third-party administrators provide recordkeeping services and are compensated by the Fund for these services; |
● |
a bank, trust company or similar financial institution investing for trust accounts for which it has authority to make investment decisions; |
● |
fee-based accounts of broker-dealers and/or registered investment advisers investing on behalf of their customers; |
● |
unregistered life insurance separate accounts using the investment to fund benefits for variable annuity contracts issued to governmental entities as an investment option for 457 or 401(k) plans or |
● |
current holders of Institutional Service Class shares of any Nationwide Fund. |
Class R6 Shares
Class R6 shares are sold without a sales charge, and are not subject to Rule 12b-1 fees or administrative services fees. Therefore, no administrative services fees, sub-transfer agency payments or other service payments are paid to broker-dealers or other financial intermediaries either from Fund assets or the Distributors or an affiliates resources with respect to sales of or investments in Class R6 shares, although such payments may be made by the Distributor or its affiliate from its own resources pursuant to written contracts entered into by the Distributor or its affiliate prior to April 1, 2014.
Class R6 shares are available for purchase only by the following:
● |
funds-of-funds offered by the Distributor or other affiliates of the Nationwide Funds; |
● |
retirement plans for which no third-party administrator or other financial intermediary receives compensation from the Nationwide Funds, the Distributor or the Distributors affiliates; |
● |
a bank, trust company or similar financial institution investing for its own account or for trust accounts for which it has authority to make investment decisions as long as the accounts are not part of a program that requires payment of Rule 12b-1 or administrative services fees to the financial institution; |
● |
clients of investment advisory fee-based wrap accounts; |
● |
high net-worth individuals or corporations who invest directly with the Trust without using the services of a broker, investment adviser or other financial intermediary or |
● |
current holders of Class R6 shares of any Nationwide Fund. |
Class R6 shares are not available to retail accounts or to broker-dealer or advisory fee-based wrap programs.
Sales Charges
Sales charges, if any, are paid to the Distributor. These fees are either kept by the Distributor or paid to your financial advisor or other intermediary.
Distribution and Services Fees
The Fund has adopted a Distribution Plan under Rule 12b-1 of the Investment Company Act of 1940, which permits Class A shares of the Fund to compensate the Distributor through distribution and/or service fees (Rule 12b-1 fees) for expenses associated with distributing and selling shares and maintaining shareholder accounts. These Rule 12b-1 fees are paid to the Distributor and are either kept or paid to your financial advisor or other intermediary for distribution and shareholder services and maintenance of customer accounts. Institutional Service Class and Class R6 shares pay no Rule 12b-1 fees.
These Rule 12b-1 fees are in addition to any applicable sales charges and are paid from the Funds assets on an ongoing basis. (The Rule 12b-1 fees are accrued daily and paid monthly.) As a result, Rule 12b-1 fees increase the cost of your investment and over time may cost more than other types of sales charges. Under the Distribution Plan, Class A shares pay the Distributor at the following annual rates:
Class | as a % of Daily Net Assets | |
Class A shares | 0.25% (distribution or service fee) |
Administrative Services Fees
Class A and Institutional Service Class shares of the Fund are subject to fees pursuant to an Administrative Services Plan (the Plan) adopted by the Board of Trustees. These fees, which are in addition to Rule 12b-1 fees described above, are paid by the Fund to broker-dealers or other financial intermediaries (including those that are affiliated with NFA) which provide administrative support services to beneficial shareholders on behalf of the Fund. Under the Administrative Services Plan, the Fund may pay a broker-dealer or other intermediary a maximum annual administrative services fee of 0.25% for Class A and Institutional Service Class shares; however, many intermediaries do not charge the maximum permitted fee or even a portion thereof and the Board of Trustees has implemented limits on the amounts of payments under the Plan for certain types of shareholder accounts.
Because these fees are paid out of the Funds Class A and Institutional Service Class assets on an ongoing basis, these fees
13
INVESTING WITH NATIONWIDE FUNDS (cont.)
will increase the cost of your investment in such share classes over time and may cost you more than paying other types of fees.
The Adviser and/or its affiliates (collectively, Nationwide Funds Group or NFG) often make payments for marketing, promotional or related services provided by broker-dealers and other financial intermediaries that sell shares of the Trust or which include them as investment options for their respective customers.
These payments are often referred to as revenue sharing payments. The existence or level of such payments may be based on factors that include, without limitation, differing levels or types of services provided by the broker-dealer or other financial intermediary, the expected level of assets or sales of shares, the placing of the Fund on a recommended or preferred list, and/or access to an intermediarys personnel and other factors. Revenue sharing payments are paid from NFGs own legitimate profits and other of its own resources (not from the Funds) and may be in addition to any Rule 12b-1 payments or administrative services payments that are paid to broker-dealers and other financial intermediaries. Because revenue sharing payments are paid by NFG, and not from the Funds assets, the amount of any revenue sharing payments is determined by NFG.
In addition to the revenue sharing payments described above, NFG may offer other incentives to sell shares of the Fund in the form of sponsorship of educational or other client seminars relating to current products and issues, assistance in training or educating an intermediarys personnel, and/or entertainment or meals. These payments also may include, at the direction of a retirement plans named fiduciary, amounts to a retirement plan intermediary to offset certain plan expenses or otherwise for the benefit of plan participants and beneficiaries.
The recipients of such payments may include:
● |
the Advisers affiliates; |
● |
broker-dealers; |
● |
financial institutions and |
● |
other financial intermediaries through which investors may purchase shares of the Fund. |
Payments may be based on current or past sales, current or historical assets or a flat fee for specific services provided. In some circumstances, such payments may create an incentive for an intermediary or its employees or associated persons to sell shares of the Fund to you instead of shares of funds offered by competing fund families.
Contact your financial intermediary for details about revenue sharing payments it may receive.
Notwithstanding the revenue sharing payments described above, the Adviser and all subadvisers to the Trust are prohibited from considering a broker-dealers sale of any of the Trusts shares in selecting such broker-dealer for the execution of Fund portfolio transactions.
Fund portfolio transactions nevertheless may be effected with broker-dealers who coincidentally may have assisted customers in the purchase of Fund shares, although neither such assistance nor the volume of shares sold of the Trust or any affiliated investment company is a qualifying or disqualifying factor in the Advisers or a subadvisers selection of such broker-dealer for portfolio transaction execution.
Representatives are available 9 a.m. to 8 p.m. Eastern Time, Monday through Friday, at 800-848-0920.
Automated Voice Response Call 800-848-0920, 24 hours a day, seven days a week, for easy access to mutual fund information. Choose from a menu of options to:
● |
make transactions; |
● |
hear fund price information and |
● |
obtain mailing and wiring instructions. |
Internet Go to nationwide.com/mutualfunds 24 hours a day, seven days a week, for easy access to your mutual fund accounts. The website provides instructions on how to select a password and perform transactions. On the website, you can:
● |
download Fund Prospectuses; |
● |
obtain information on the Nationwide Funds; |
● |
access your account information and |
● |
request transactions, including purchases, redemptions and exchanges. |
By Regular Mail Nationwide Funds, P.O. Box 701, Milwaukee, Wisconsin 53201-0701
By Overnight Mail Nationwide Funds, 615 East Michigan Street, Third Floor, Milwaukee, Wisconsin 53202
14
INVESTING WITH NATIONWIDE FUNDS (cont.)
Unless you qualify for a Class A sales charge waiver, as described in Waiver of Class A Sales Charges above, or you otherwise qualify to purchase either Institutional Service Class or Class R6 shares (and meet the applicable minimum investment amount), you may buy Fund shares only through a broker-dealer or financial intermediary that is authorized to sell you shares of Nationwide Funds. All transaction orders must be received by the Funds transfer agent or an authorized intermediary prior to the calculation of the Funds NAV to receive that days NAV.
How to Buy Shares
Be sure to specify the class of shares you wish to purchase. The Fund may reject any order to buy shares and may suspend the sale of shares at any time. |
How to Exchange* or Sell** Shares
* Exchange privileges may be amended or discontinued upon 60 days written notice to shareholders. ** A signature guarantee may be required. See Signature Guarantee below. |
Through an authorized intermediary. The Distributor has relationships with certain brokers and other financial intermediaries who are authorized to accept purchase, exchange and redemption orders for the Fund. Your transaction is processed at the NAV next calculated after the Funds agent or an authorized intermediary receives your order in proper form. |
Through an authorized intermediary. The Distributor has relationships with certain brokers and other financial intermediaries who are authorized to accept purchase, exchange and redemption orders for the Fund. Your transaction is processed at the NAV next calculated after the Funds agent or an authorized intermediary receives your order in proper form. |
|
By mail. Complete an application and send with a check made payable to: Nationwide Funds. You must indicate the broker or financial intermediary that is authorized to sell you Fund shares. Payment must be made in U.S. dollars and drawn on a U.S. bank. The Fund does not accept cash, starter checks, third-party checks, travelers checks, credit card checks or money orders. The Fund may, however, under circumstances it deems appropriate, accept cashiers checks. Nationwide Funds reserves the right to charge a fee with respect to any checks that are returned for insufficient funds. | By mail. You may request an exchange or redemption by mailing a letter to Nationwide Funds. The letter must include your account number(s) and the name(s) of the Fund(s) you wish to exchange from and to. The letter must be signed by all account owners. | |
By telephone. You will have automatic telephone transaction privileges unless you decline this option on your application. The Fund follows procedures to seek to confirm that telephone instructions are genuine and will not be liable for any loss, injury, damage or expense that results from executing such instructions. The Fund may revoke telephone transaction privileges at any time, without notice to shareholders. |
By telephone. You will have automatic telephone transaction privileges unless you decline this option on your application. The Fund follows procedures to seek to confirm that telephone instructions are genuine and will not be liable for any loss, injury, damage or expense that results from executing such instructions. The Fund may revoke telephone transaction privileges at any time, without notice to shareholders.
Additional information for selling shares. A check made payable to the shareholder(s) of record will be mailed to the address of record.
The Fund may record telephone instructions to redeem shares and may request redemption instructions in writing, signed by all shareholders on the account. |
|
Online. Transactions may be made through the Nationwide Funds website. However, the Fund may discontinue online transactions of Fund shares at any time. | Online. Transactions may be made through the Nationwide Funds website. However, the Fund may discontinue online transactions of Fund shares at any time. | |
By bank wire. You may have your bank transmit funds by federal funds wire to the Funds custodian bank. (The authorization will be in effect unless you give the Fund written notice of its termination.)
● if you choose this method to open a new account, you must call our toll-free number before you wire your investment and arrange to fax your completed application. ● your bank may charge a fee to wire funds. ● the wire must be received by the close of regular trading (usually 4:00 p.m. Eastern Time) in order to receive the current days NAV. |
By bank wire. The Fund can wire the proceeds of your redemption directly to your account at a commercial bank. A voided check must be attached to your application. (The authorization will be in effect unless you give the Fund written notice of its termination.)
● your proceeds typically will be wired to your bank on the next business day after your order has been processed. ● Nationwide Funds deducts a $20 service fee from the redemption proceeds for this service. ● your financial institution also may charge a fee for receiving the wire. ● funds sent outside the U.S. may be subject to higher fees.
Bank wire is not an option for exchanges. |
|
By Automated Clearing House (ACH). You may fund your Nationwide Funds account with proceeds from a domestic bank via ACH. To set up your account for ACH purchases, a voided check must be attached to your application. Your account will be eligible to receive ACH purchases 15 days after you provide your banks routing number and account information to the Funds transfer agent. Once your account is eligible to receive ACH purchases, the purchase price for Fund shares is the net asset value next determined after your order is received by the transfer agent, plus any applicable sales charge. There is no fee for this service. (The authorization will be in effect unless you give the Fund written notice of its termination.) |
By Automated Clearing House (ACH). Your redemption proceeds can be sent to your bank via ACH. A voided check must be attached to your application. Money sent through ACH should reach your bank in two business days. There is no fee for this service. (The authorization will be in effect unless you give the Fund written notice of its termination.)
ACH is not an option for exchanges. |
|
Retirement plan participants should contact their retirement plan administrator regarding transactions. Retirement plans or their administrators wishing to conduct transactions should call our toll-free number. | Retirement plan participants should contact their retirement plan administrator regarding transactions. Retirement plans or their administrators wishing to conduct transactions should call our toll-free number. |
15
INVESTING WITH NATIONWIDE FUNDS (cont.)
Share Price
The net asset value per share or NAV per share is the value of a single share. A separate NAV is calculated for each share class of the Fund. The NAV is:
● |
calculated at the close of regular trading (usually 4 p.m. Eastern Time) each day the New York Stock Exchange is open and |
● |
generally determined by dividing the total net market value of the securities and other assets owned by the Fund allocated to a particular class, less the liabilities allocated to that class, by the total number of outstanding shares of that class. |
The purchase or offering price for Fund shares is the NAV (for a particular class) next determined after the order is received by the Fund or its agent or authorized intermediary, plus any applicable sales charge.
The Fund generally is available only to investors residing in the United States. The Fund may reject any order to buy shares and may suspend the sale of shares at any time.
Fair Value Pricing
The Board of Trustees has adopted Valuation Procedures governing the method by which individual portfolio securities held by the Fund are valued in order to determine the Funds NAV. The Valuation Procedures provide that the Funds assets are valued primarily on the basis of market-based quotations. Equity securities generally are valued at the last quoted sale price, or if there is no sale price, the last quoted bid price provided by an independent pricing service. Securities traded on NASDAQ generally are valued at the NASDAQ Official Closing Price. Prices are taken from the primary market or exchange in which each security trades.
Securities for which market-based quotations are either unavailable (e.g., an independent pricing service does not provide a value) or are deemed unreliable, in the judgment of the Adviser, generally are valued at fair value by the Trustees or persons acting at their direction pursuant to procedures approved by the Board of Trustees. In addition, fair value determinations are required for securities whose value is affected by a significant event (as defined below) that will affect materially the value of a security and which occurs subsequent to the time of the close of the principal market on which such security trades but prior to the calculation of the Funds NAV.
A significant event is defined by the Valuation Procedures as an event that materially affects the value of a security that occurs after the close of the principal market on which such security trades but before the calculation of the Funds NAV. Significant events that could affect individual portfolio securities may include corporate actions such as reorganizations, mergers and buy-outs, corporate announcements on earnings, significant litigation, regulatory news such as government approvals and news relating to natural disasters affecting an issuers operations. Significant events that could affect a large number of securities in a particular market may include significant market
fluctuations, market disruptions or market closings, governmental actions or other developments, or natural disasters or armed conflicts that affect a country or region.
By fair valuing a security, whose price may have been affected by significant events or by news after the last market pricing of the security, each Fund attempts to establish a price that it reasonably might expect to receive upon the current sale of that security. The fair value of one or more of the securities in the Funds portfolio which is used to determine the Funds NAV could be different from the actual value at which those securities could be sold in the market. Thus, fair valuation may have an unintended dilutive or accretive effect on the value of shareholders investments in the Fund.
Due to the time differences between the closings of the relevant foreign securities exchanges and the time that the Funds NAV is calculated, the Fund may fair value its foreign investments more frequently than it does other securities. When fair value prices are utilized, these prices will attempt to reflect the impact of the financial markets perceptions and trading activities on the Funds foreign investments since the last closing prices of the foreign investments were calculated on their primary foreign securities markets or exchanges. Pursuant to the Valuation Procedures, the Funds foreign equity investments generally will be fair valued daily by an independent pricing service using models designed to estimate likely changes in the values of those investments between the times in which the trading in those securities is substantially completed and the close of the NYSE. The fair values assigned to the Funds foreign equity investments may not be the quoted or published prices of the investments on their primary markets or exchanges. Because certain of the securities in which the Fund may invest may trade on days when the Fund does not price its shares, the value of the Funds investments may change on days when shareholders will not be able to purchase or redeem their shares.
These procedures are intended to help ensure that the prices at which the Funds shares are purchased and redeemed are fair, and do not result in dilution of shareholder interests or other harm to shareholders. In the event the Fund values its securities using the fair valuation procedures described above, the Funds NAV may be higher or lower than would have been the case if the Fund had not used such procedures.
In-Kind Purchases
The Fund may accept payment for shares in the form of securities or other instruments that are permissible investments for the Fund.
16
INVESTING WITH NATIONWIDE FUNDS (cont.)
The Fund does not calculate NAV on days when the New York Stock Exchange is closed.
● |
New Years Day |
● |
Martin Luther King Jr. Day |
● |
Presidents Day |
● |
Good Friday |
● |
Memorial Day |
● |
Independence Day |
● |
Labor Day |
● |
Thanksgiving Day |
● |
Christmas Day |
● |
Other days when the New York Stock Exchange is closed. |
Minimum Investments |
||
Class A Shares | ||
To open an account | $2,000 | |
To open an IRA account | $1,000 | |
Additional investments | $100 | |
To start an Automatic Asset Accumulation Plan | $0 (provided each monthly purchase is at least $50) | |
Additional investments (Automatic Asset Accumulation Plan) |
$50 | |
|
||
Institutional Service Class Shares | ||
To open an account | $50,000 | |
Additional investments | No Minimum | |
|
||
Class R6 Shares | ||
To open an account | $1 million | |
Additional investments | No Minimum | |
|
||
Minimum investment requirements do not apply to purchases by employees of the Adviser or its affiliates (or to their spouses, children or immediate relatives), or to certain retirement plans, fee-based programs or omnibus accounts. If you purchase shares through an intermediary, different minimum account requirements may apply. The Distributor reserves the right to waive the investment minimums under certain circumstances. |
Customer Identification Information
To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person that opens a new account, and to determine whether such persons name appears on government lists of known or suspected terrorists and terrorist organizations.
As a result, unless such information is collected by the broker-dealer or financial intermediary pursuant to an agreement, the Fund must obtain the following information for each person that opens a new account:
● |
name; |
● |
date of birth (for individuals); |
● |
residential or business street address (although post office boxes are still permitted for mailing) and |
● |
Social Security number, taxpayer identification number or other identifying number. |
You also may be asked for a copy of your drivers license, passport or other identifying document in order to verify your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer report or other electronic database. Additional information may be required to open accounts for corporations and other entities. Federal law prohibits the Fund and other financial institutions from opening a new account unless they receive the minimum identifying information listed above. After an account is opened, the Fund may restrict your ability to purchase additional shares until your identity is verified. The Fund may close your account or take other appropriate action if it is unable to verify your identity within a reasonable time. If your account is closed for this reason, your shares will be redeemed at the NAV next calculated after the account is closed.
Accounts with Low Balances
Maintaining small accounts is costly for the Fund and may have a negative effect on performance. Shareholders are encouraged to keep their accounts above the Funds minimum.
● |
If the value of your account falls below $2,000 ($1,000 for IRA accounts), you generally are subject to a $5 quarterly fee, unless such account actively participates in an Automatic Asset Accumulation Plan. Shares from your account are redeemed each quarter/month to cover the fee, which is returned to the Fund to offset small account expenses. Under some circumstances, the Fund may waive the low-balance fee. |
● |
The Fund reserves the right to redeem your remaining shares and close your account if a redemption of shares brings the value of your account below $2,000 ($1,000 for IRA accounts). In such cases, you will be notified and given 60 days to purchase additional shares before the account is closed. A redemption of your remaining shares may be a taxable event for you. See Distributions and TaxesSelling and Exchanging Shares below. |
You may exchange your Fund shares for shares of any Nationwide Fund that is currently accepting new investments as long as:
● |
both accounts have the same registration; |
● |
your first purchase in the new fund meets its minimum investment requirement and |
● |
you purchase the same class of shares. For example, you may exchange between Class A shares of any Nationwide Fund, but may not exchange between Class A shares and Class C shares. |
Notwithstanding the foregoing, no minimum investment requirement shall apply to holders of Institutional Service Class shares seeking to exchange such shares for Institutional Service
17
INVESTING WITH NATIONWIDE FUNDS (cont.)
Class shares of another Fund, or to holders of Class R6 shares seeking to exchange such shares for Class R6 shares of another Fund, where such Institutional Service Class or Class R6 shares (as applicable) had been designated as Class D shares at the close of business on July 31, 2012.
The exchange privileges may be amended or discontinued upon 60 days written notice to shareholders.
Generally, there are no sales charges for exchanges of shares. However,
● |
if you exchange from Class A shares of the Fund to a fund with a higher sales charge, you may have to pay the difference in the two sales charges. |
● |
if you exchange Class A shares that are subject to a CDSC, and then redeem those shares within 18 months of the original purchase, the CDSC applicable to the original purchase is charged. |
For purposes of calculating a CDSC, the length of ownership is measured from the date of original purchase and is not affected by any permitted exchange (except exchanges to the Nationwide Government Money Market Fund).
Exchanges into Nationwide Government Money Market Fund
You may exchange between Class R6 shares of the Fund and Class R6 shares of the Nationwide Government Money Market Fund. You may exchange between all other share classes of the Fund and the Investor Shares of the Nationwide Government Money Market Fund. If your original investment was in Investor Shares, any exchange of Investor Shares you make for Class A or Class C shares of another Nationwide Fund may require you to pay the sales charge applicable to such new shares. In addition, if you exchange shares subject to a CDSC, the length of time you own Investor Shares of the Nationwide Government Money Market Fund is not included for purposes of determining the CDSC. Redemptions from the Nationwide Government Money Market Fund are subject to any CDSC that applies to the original purchase.
You can sell or, in other words, redeem your Fund shares at any time, subject to the restrictions described below. The price you receive when you redeem your shares is the NAV (minus any applicable sales charges) next determined after the Funds authorized intermediary or an agent of the Fund receives your properly completed redemption request. The value of the shares you redeem may be worth more or less than their original purchase price depending on the market value of the Funds investments at the time of the redemption.
You may not be able to redeem your Fund shares or Nationwide Funds may delay paying your redemption proceeds if:
● |
the New York Stock Exchange is closed (other than customary weekend and holiday closings); |
● |
trading is restricted or |
● |
an emergency exists (as determined by the SEC). |
Generally, the Fund will pay you for the shares that you redeem within three days after your redemption request is received. Payment for shares that you recently purchased may be delayed up to 10 business days from the purchase date to allow time for your payment to clear. The Fund may delay forwarding redemption proceeds for up to seven days if the account holder:
● |
is engaged in excessive trading or |
● |
if the amount of the redemption request would disrupt efficient portfolio management or adversely affect the Fund. |
Under extraordinary circumstances, the Fund, in its sole discretion, may elect to honor redemption requests by transferring some of the securities held by the Fund directly to an account holder as a redemption in-kind. For more about Nationwide Funds ability to make a redemption in-kind, see the SAI.
The Board of Trustees has adopted procedures for redemptions in-kind of affiliated persons of the Fund. Affiliated persons of the Fund include shareholders who are affiliates of the Adviser and shareholders of the Fund owning 5% or more of the outstanding shares of the Fund. These procedures provide that a redemption in-kind shall be effected at approximately the affiliated shareholders proportionate share of the Funds current net assets, and are designed so that such redemptions will not favor the affiliated shareholder to the detriment of any other shareholder.
Automatic Withdrawal Program
You may elect to automatically redeem Class A shares in a minimum amount of $50. Complete the appropriate section of the Mutual Fund Application for New Accounts or contact your financial intermediary or the Funds transfer agent. Your account value must meet the minimum initial investment amount at the time the program is established. This program may reduce, and eventually deplete, your account. Generally, it is not advisable to continue to purchase Class A shares subject to a sales charge while redeeming shares using this program.
Signature Guarantee
A signature guarantee is required for sales of shares of the Fund in any of the following instances:
● |
your account address has changed within the last 30 calendar days; |
● |
the redemption check is made payable to anyone other than the registered shareholder; |
● |
the proceeds are mailed to any address other than the address of record or |
● |
the redemption proceeds are being wired or sent by ACH to a bank for which instructions currently are not on your account. |
No signature guarantee is required under normal circumstances where redemption proceeds are transferred directly to (1) another account maintained by a Nationwide Financial Services, Inc. company; or (2) a bank account, the registration of
18
INVESTING WITH NATIONWIDE FUNDS (cont.)
which includes the names of all of the account owners in which the mutual fund account is registered.
A signature guarantee is a certification by a bank, brokerage firm or other financial institution that a customers signature is valid. We reserve the right to require a signature guarantee in other circumstances, without notice.
Excessive or Short-Term Trading
The Nationwide Funds seek to discourage excessive or short- term trading (often described as market timing). Excessive trading (either frequent exchanges between Nationwide Funds or redemptions and repurchases of Nationwide Funds within a short time period) may:
● |
disrupt portfolio management strategies; |
● |
increase brokerage and other transaction costs and |
● |
negatively affect fund performance. |
The Fund may be more or less affected by short-term trading in Fund shares, depending on various factors such as the size of the Fund, the amount of assets the Fund typically maintains in cash or cash equivalents, the dollar amount, number and frequency of trades in Fund shares and other factors. The Funds investments in foreign securities may be at greater risk for excessive trading. Investors may attempt to take advantage of anticipated price movements in securities or derivatives held by the Fund based on events occurring after the close of a foreign market that may not be reflected in the Funds NAV (referred to as arbitrage market timing). Arbitrage market timing also may be attempted in funds that hold significant investments in small-cap securities, commodity-linked investments, high-yield (junk) bonds and other types of investments that may not be frequently traded. There is the possibility that arbitrage market timing, under certain circumstances, may dilute the value of Fund shares if redeeming shareholders receive proceeds (and buying shareholders receive shares) based on NAVs that do not reflect appropriate fair value prices. The Board of Trustees has adopted the following policies with respect to excessive or short-term trading in the Fund:
Fair Valuation
The Fund has fair value pricing procedures in place as described above in Investing with Nationwide Funds: Fair Value Pricing.
Monitoring of Trading Activity
The Fund, through the Adviser, its subadviser and its agents, monitors selected trades and flows of money in and out of the Fund in an effort to detect excessive short-term trading activities. Further, in compliance with Rule 22c-2 under the Investment Company Act of 1940, as amended, Nationwide Funds Group, on behalf of the Fund, has entered into written agreements with the Funds financial intermediaries, under which the intermediary must, upon request, provide the Fund with certain shareholder identity and trading information so that the Fund can enforce its market timing policies. If a shareholder
is found to have engaged in excessive short-term trading, the Fund may, at its discretion, ask the shareholder to stop such activities or refuse to process purchases or exchanges in the shareholders account.
Despite its best efforts, the Fund may be unable to identify or deter excessive trades conducted through intermediaries or omnibus accounts that transmit aggregate purchase, exchange and redemption orders on behalf of their customers. In short, the Fund may not be able to prevent all market timing and its potential negative impact.
Restrictions on Transactions
Whenever the Fund is able to identify short-term trades and/or traders, the Fund has broad authority to take discretionary action against market timers and against particular trades and apply the short-term trading restrictions to such trades that the Fund identifies. It also has sole discretion to:
● |
restrict or reject purchases or exchanges that the Fund or its agents believe constitute excessive trading and |
● |
reject transactions that violate the Funds excessive trading policies or its exchange limits. |
Additional Information about Fees and Expenses
The fees and expenses of the Fund that appear in the Fund Summary are based on the Funds estimated average net assets for the current fiscal year since the Fund is new. Such fees and expenses do not reflect any change in the expense ratio resulting from a change in assets under management as estimated. A decline in the Funds average net assets during the current fiscal year, as a result of market volatility or other factors, could cause the Funds expense ratio to be higher than the fees and expenses shown in the Fund Summary. Significant declines in the Funds net assets will increase your Funds total expense ratio, likely significantly. A fund with higher expense ratio means you could pay more if you buy or hold shares of the fund.
19
The following information is provided to help you understand the income and capital gains you may earn while you own Fund shares, as well as the federal income taxes you may have to pay. The amount of any distribution varies and there is no guarantee the Fund will pay either income dividends or capital gain distributions. For advice about your personal tax situation, please speak with your tax advisor.
Income and Capital Gain Distributions
The Fund intends to qualify each year as a regulated investment company under the Internal Revenue Code. As a regulated investment company, the Fund generally pays no federal income tax on the income and gains it distributes to you. The Fund expects to declare and distribute its net investment income, if any, to shareholders as dividends quarterly. The Fund will distribute net realized capital gains, if any, at least annually. The Fund may distribute income dividends and capital gains more frequently, if necessary, in order to reduce or eliminate federal excise or income taxes on the Fund. All income and capital gain distributions are automatically reinvested in shares of the Fund. You may request a payment in cash by contacting the Funds transfer agent or your financial intermediary.
If you choose to have dividends or capital gain distributions, or both, mailed to you and the distribution check is returned as undeliverable or is not presented for payment within six months, the Trust reserves the right to reinvest the check proceeds and future distributions in shares of the Fund at the Funds then-current NAV until you give the Trust different instructions.
Tax Considerations
If you are a taxable investor, dividends and capital gain distributions you receive from the Fund, whether you reinvest your distributions in additional Fund shares or receive them in cash, are subject to federal income tax, state taxes and possibly local taxes:
● |
distributions are taxable to you at either ordinary income or capital gains tax rates; |
● |
distributions of short-term capital gains are paid to you as ordinary income that is taxable at applicable ordinary income tax rates; |
● |
distributions of long-term capital gains are taxable to you as long-term capital gains no matter how long you have owned your Fund shares; |
● |
for individual shareholders, a portion of the income dividends paid may be qualified dividend income eligible for taxation at long-term capital gains tax rates, provided that certain holding period requirements are met; |
● |
for corporate shareholders, a portion of the income dividends paid may be eligible for the corporate dividend-received deduction, subject to certain limitations and |
● |
distributions declared in December to shareholders of record in such month, but paid in January, are taxable as if they were paid in December. |
The federal income tax treatment of the Funds distributions and any taxable sales or exchanges of Fund shares occurring during the prior calendar year are reported on Form 1099, which is sent to you annually during tax season (unless you hold your shares in a qualified tax-advantaged plan or account or are otherwise not subject to federal income tax). The Fund may reclassify income after your tax reporting statement is mailed to you. This can result from the rules in the Internal Revenue Code that effectively prevent mutual funds, such as the Fund, from ascertaining with certainty, until after the calendar year end, and in some cases the Funds fiscal year end, the final amount and character of distributions the Fund has received on its investments during the prior calendar year. Prior to issuing your statement, the Fund makes every effort to reduce the number of corrected forms mailed to shareholders. However, the Fund will send you a corrected Form 1099 if the Fund finds it necessary to reclassify its distributions or adjust the cost basis of any shares sold or exchanged after you receive your tax statement.
Distributions from the Fund (both taxable dividends and capital gains) normally are taxable to you when made, regardless of whether you reinvest these distributions or receive them in cash (unless you hold your shares in a qualified tax-advantaged plan or account or are otherwise not subject to federal income tax).
At the time you purchase your Fund shares, the Funds NAV may reflect undistributed income, undistributed capital gains, or net unrealized appreciation in the 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 the Fund just before it declares an income dividend or capital gains distribution is sometimes known as buying a dividend.
Selling and Exchanging Shares
Selling or exchanging your shares may result in a realized capital gain or loss, which is subject to federal income tax. For tax purposes, an exchange from one Nationwide Fund to another is the same as a sale. For individuals in the 10% and 15% federal income tax rate brackets, the long-term capital gains tax rate is 0%. For individuals in higher tax brackets, the long-term capital gains rate is 15% (20% for certain high-income taxpayers). If you redeem Fund shares for a loss, you may be able to use this capital loss to offset any other capital gains you have.
The Fund is required to report to you and the Internal Revenue Service (IRS) annually on Form 1099-B not only the gross proceeds of Fund shares you sell or redeem but also their cost basis. Cost basis will be calculated using the Funds default method of average cost, unless you instruct the Fund to use a different calculation method. Shareholders should review carefully the cost basis information provided by the Fund and make any additional basis, holding period or other adjustments that are required when reporting these amounts on their federal income tax returns. If your account is held by your investment representative (financial advisor or other broker), please contact that representative with respect to reporting of cost basis and available elections for your account. Cost basis reporting is not
20
DISTRIBUTIONS AND TAXES (cont.)
required for certain shareholders, including shareholders investing in the Fund through a tax-advantaged retirement account.
Medicare Tax
An additional 3.8% Medicare tax is imposed on certain net 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) 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.
Other Tax Jurisdictions
Distributions and gains from the sale or exchange of your Fund shares may be subject to state and local taxes, even if not subject to federal income taxes. State and local tax laws vary; please consult your tax advisor. 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 the Fund from net long-term capital gains, interest-related dividends paid by the Fund from its qualified net interest income from U.S. sources, and short-term capital gain dividends, if such amounts are reported by the 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.
Tax Status for Retirement Plans and Other Tax-Advantaged Accounts
When you invest in the Fund through a qualified employee benefit plan, retirement plan or some other tax-advantaged account, income dividends and capital gain distributions generally are not subject to current federal income taxes. In general, these plans or accounts are governed by complex tax rules. You should ask your tax advisor or plan administrator for more information about your tax situation, including possible state or local taxes.
Backup Withholding
By law, you may be subject to backup withholding on a portion of your taxable distributions and redemption proceeds unless you provide your correct Social Security or taxpayer identification number and certify that (1) this number is correct, (2) you are not subject to backup withholding, and (3) you are a U.S. person (including a U.S. resident alien). You also may be subject to withholding if the IRS instructs us to withhold a portion of your distributions and proceeds. When withholding is required, the amount is 28% of any distributions or proceeds paid.
Other Reporting and Withholding Requirements
Under the Foreign Account Tax Compliance Act (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 or non-financial foreign entities, that fail to comply (or be 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. The 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 the Fund fails to provide the Fund with appropriate certifications or other documentation concerning its status under FATCA.
This discussion of 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 advisor about federal, state, local or foreign tax consequences before making an investment in the Fund.
21
The Adviser and the Trust have received an exemptive order from the SEC for a manager-of-managers structure that allows the Adviser, subject to the approval of the Board of Trustees, to hire, replace or terminate a subadviser (excluding hiring a subadviser which is an affiliate of the Adviser) without the approval of shareholders. The order also allows the Adviser to revise a subadvisory agreement with an unaffiliated subadviser with the approval of the Board of Trustees but without shareholder approval. If a new unaffiliated subadviser is hired for the Fund, shareholders will receive information about the new subadviser within 90 days of the change. The exemptive order allows the Fund greater flexibility, enabling it to operate more efficiently.
The Adviser performs oversight and evaluation services to the Fund, including the following:
● |
performing initial due diligence on prospective Fund subadvisers; |
● |
monitoring subadviser performance, including ongoing analysis and periodic consultations; |
● |
communicating performance expectations and evaluations to the subadvisers; |
● |
making recommendations to the Board of Trustees regarding renewal, modification or termination of a subadvisers contract and |
● |
selecting Fund subadvisers. |
The Adviser does not expect to recommend subadviser changes frequently. The Adviser periodically provides written reports to the Board of Trustees regarding its evaluation and monitoring of each subadviser. Although the Adviser monitors each subadvisers performance, there is no certainty that any subadviser or the Fund will obtain favorable results at any given time.
The Trust enters into contractual arrangements with various parties (collectively, service providers), including, among others, the Funds investment adviser, subadviser(s), shareholder service providers, custodian(s), securities lending agent, fund administration and accounting agents, transfer agent and distributor, who provide services to the Fund. Shareholders are not parties to, or intended (or third-party) beneficiaries of, any of those contractual arrangements, and those contractual arrangements are not intended to create in any individual shareholder or group of shareholders any right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the Trust.
This Prospectus provides information concerning the Trust and the Fund that you should consider in determining whether to purchase shares of the Fund. Neither this Prospectus, nor the related Statement of Additional Information, is intended, or should be read, to be or to give rise to an agreement or contract between the Trust or the Fund and any shareholder, or to give rise to any rights to any shareholder or other person other than any rights under federal or state law that may not be waived.
22
FINANCIAL HIGHLIGHTS: NATIONWIDE LOOMIS ALL CAP GROWTH FUND
Financial information is not provided because the Fund only commenced operations on June 1, 2017.
23
For Additional Information, Contact:
By Regular Mail:
Nationwide Funds
P.O. Box 701
Milwaukee, WI 53201-0701
By Overnight Mail:
Nationwide Funds
615 East Michigan Street, Third Floor
Milwaukee, WI 53202
For 24-Hour Access:
800-848-0920 (toll free). Representatives are available 9 a.m.8 p.m. Eastern time, Monday through Friday. Call after 7 p.m. Eastern time for closing share prices. Also, visit the website at nationwide.com/mutualfunds.
The Trusts Investment Company Act File No.: 811-08495
Nationwide, the Nationwide N and Eagle, and Nationwide is on your side are service marks of Nationwide Mutual Insurance Company, © 2017
Information from Nationwide Funds
Please read this Prospectus before you invest, and keep it with your records. The following documentswhich may be obtained free of chargecontain additional information about the Fund:
● |
Statement of Additional Information (incorporated by reference into this Prospectus) |
● |
Annual Reports (which contain discussions of the market conditions and investment strategies that significantly affected the Funds performance) |
● |
Semiannual Reports |
To obtain any of the above documents free of charge, to request other information about the Fund, or to make other shareholder inquiries, contact us at the address or phone number listed or visit the website at nationwide.com/mutualfunds.
To reduce the volume of mail you receive, only one copy of financial reports, prospectuses, other regulatory materials and other communications will be mailed to your household (if you share the same last name and address). You can call us at 800-848-0920, or write to us at the address listed to request (1) additional copies free of charge, or (2) that we discontinue our practice of mailing regulatory materials together.
If you wish to receive regulatory materials and/or account statements electronically, you can sign up for our free e-delivery service. Please call 800-848-0920 for information.
Information from the U.S. Securities and Exchange Commission (SEC)
You can obtain copies of Fund documents from the SEC:
● |
on the SECs EDGAR database via the internet at www.sec.gov; |
● |
by electronic request to publicinfo@sec.gov; |
● |
in person at the SECs Public Reference Room in Washington, D.C. (for the SECs hours of operation, call 202-551-8090) or |
● |
by mail by sending your request to Securities and Exchange Commission Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549-1520 (the SEC charges a fee to copy any documents). |
PR-ACG 11/17 |
NATIONWIDE LOOMIS ALL CAP GROWTH FUND
Class T Shares
Prospectus May 5, 2017 (as revised November 27, 2017)
Fund and Class | Ticker | |
Nationwide Loomis All Cap Growth Fund Class T |
NWZOX |
As with all mutual funds, the U.S. Securities and Exchange Commission has not approved or disapproved the Funds shares or determined whether this Prospectus is complete or accurate. To state otherwise is a crime.
nationwide.com/mutualfunds |
|
1
Objective
The Fund seeks to provide long-term capital growth.
Fees and Expenses
This table describes the fees and expenses you may pay when buying and holding shares of the Fund. You may qualify for sales charge discounts if you invest at least $250,000 in the Fund. More information about sales charges is available from your financial professional and in Investing With Nationwide Funds commencing on page 10 of this Prospectus and in Additional Information on Purchases and Sales commencing on page 58 of the Statement of Additional Information.
Class T
Shares |
||
Shareholder Fees (fees paid directly from your investment) | ||
Maximum Sales Charge (Load) imposed on purchases (as a percentage of offering price) | 2.50% | |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||
Management Fees | 0.80% | |
Distribution and/or Service (12b-1) Fees | 0.25% | |
Other Expenses 1 | 0.43% | |
Total Annual Fund Operating Expenses | 1.48% | |
Fee Waiver/Expense Reimbursement 2 | (0.13)% | |
Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement | 1.35% |
1 | Other Expenses is based on estimated amounts for the current fiscal year. |
2 | Nationwide Mutual Funds (the Trust) and Nationwide Fund Advisors (the Adviser) have entered into a written contract limiting annual fund operating expenses to 0.85% until at least February 28, 2019. Under the expense limitation agreement, the level to which operating expenses are limited applies to all share classes, excluding any taxes, interest, brokerage commissions, Rule 12b-1 fees, acquired fund fees and expenses, short-sale dividend expenses, administrative services fees, other expenses which are capitalized in accordance with generally accepted accounting principles and expenses incurred by the Fund in connection with any merger or reorganization, and may exclude other nonroutine expenses not incurred in the ordinary course of the Funds business. The expense limitation agreement may be changed or eliminated only with the consent of the Board of Trustees of the Trust. The Adviser may request and receive reimbursement from the Fund for advisory fees waived or other expenses reimbursed by the Adviser pursuant to the expense limitation agreement at a date not to exceed three years from the month in which the corresponding waiver or reimbursement to the Fund was made. However, no reimbursement may be made unless: (i) the Funds assets exceed $100 million and (ii) the total annual expense ratio of the class making such reimbursement is no higher than the amount of the expense limitation that was in place at the time the Adviser waived the fees or reimbursed the expenses and does not cause the expense ratio to exceed the current expense limitation. Reimbursement by the Fund of amounts previously waived or reimbursed by the Adviser is not permitted except as provided for in the expense limitation agreement. |
Example
This Example is intended to help you to compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then sell all of your shares at the end of those periods. It assumes a 5% return each year and no change in expenses, and the application of any expense limitation for the periods indicated above under Fees and Expenses. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | |||||||
Class T shares | $384 | $682 |
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 period from the Funds commencement of operations on June 1, 2017 through October 31, 2017, the Funds portfolio turnover rate was 11.55% of the average value of its portfolio.
2
FUND SUMMARY: NATIONWIDE LOOMIS ALL CAP GROWTH FUND (cont.)
Principal Investment Strategies
Under normal circumstances, the Fund will invest in equity securities, primarily common stocks, issued by companies of any size. The Fund normally will invest across a wide range of sectors and industries, using a growth style of equity management that emphasizes companies with sustainable competitive advantages, long-term structural growth drivers, attractive cash flow returns on invested capital, and management teams focused on creating long-term value for shareholders. The Funds subadviser aims to invest in stocks of companies when they trade at a significant discount to the estimate of intrinsic value. The subadviser will consider selling a portfolio investment when it believes an unfavorable structural change occurs within a given business or the markets in which it operates, when a critical underlying investment assumption is flawed, when a more attractive reward-to-risk opportunity becomes available, when the current price fully reflects the subadvisers estimate of intrinsic value, or for other investment reasons which the subadviser deems appropriate.
The Fund is not required to maintain any specified percentage of its assets in securities of a particular capitalization size. The Fund is permitted, therefore, at any given time, to invest either all of its assets or none of its assets in any particular capitalization size, or to invest a flexible combination of its assets among various capitalization sizes. The Fund may invest up to 25% of its net assets in foreign securities. Although the Fund maintains a diversified portfolio, it nonetheless may invest in a limited number of issuers.
Principal Risks
The Fund cannot guarantee that it will achieve its investment objective.
As with any fund, the value of the Funds investmentsand therefore, the value of Fund sharesmay fluctuate. These changes may occur because of:
New fund risk the Fund is newly formed. The Funds investment strategy may not be successful under future market conditions, which could result in the Fund being liquidated at any time without shareholder approval and at a time that may not be favorable for all shareholders.
Equity securities risk stock markets are volatile. The price of an equity security fluctuates based on changes in a companys financial condition and overall market and economic conditions.
Market and selection risks market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. Selection risk is the risk that the securities selected by the Funds management will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies.
Smaller company risk smaller companies are usually less stable in price and less liquid than are larger, more established companies. Small companies are more vulnerable than larger
companies to adverse business and economic developments and may have more limited resources. Therefore, they generally involve greater risk.
Foreign securities risk foreign securities may be more volatile, harder to price and less liquid than U.S. securities. The prices of foreign securities may be further affected by other factors, such as changes in the exchange rates between the U.S. dollar and the currencies in which the securities are traded.
Growth style risk growth stocks are generally more sensitive to market movements than other types of stocks primarily because their stock prices are based heavily on future expectations. If the subadvisers assessment of the prospects for a companys growth is wrong, or if the subadvisers judgment of how other investors will value the companys growth is wrong, then the price of the companys stock may fall or not approach the value that the subadviser has placed on it.
Limited portfolio holdings risk because the Fund may hold large positions in a smaller number of securities, an increase or decrease in the value of such securities may have a greater impact on the Funds value and total return.
Loss of money is a risk of investing in the Fund.
Performance
Performance information gives some indication of the risks of an investment in the Fund by comparing the Funds performance with a broad measure of market performance. Performance information is not provided because the Fund did not complete one full calendar year of operations as of the date of this Prospectus.
Portfolio Management
Investment Adviser
Nationwide Fund Advisors
Subadviser
Loomis, Sayles & Company, L.P.
Portfolio Manager
Portfolio Manager | Title |
Length of Service
with Fund |
||
Aziz V. Hamzaogullari, CFA | Vice President and Portfolio Manager | Since 2017 |
Purchase and Sale of Fund Shares
Minimum Initial Investment |
Class T: $2,000 |
Automatic Asset Accumulation Plan (Class T): $0* |
* Provided each monthly purchase is at least $50 |
Minimum Additional Investment |
Class T: $100 |
Automatic Asset Accumulation Plan (Class T): $50 |
Class T shares are available only to customers of certain financial intermediaries. In general, you can buy or sell (redeem) shares of
3
FUND SUMMARY: NATIONWIDE LOOMIS ALL CAP GROWTH FUND (cont.)
the Fund through your financial intermediary on any business day. The financial intermediary through whom you may invest in Class T shares may impose its own investment minimum, fees, policies and procedures for purchasing and selling fund shares, and will depend on the policies, procedures and trading platforms of the financial intermediary. You should consult a representative of your financial intermediary about the availability of the Funds Class T shares and the intermediarys policies, procedures and other information.
Tax Information
The Funds distributions are taxable, and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account, in which case your distributions may be taxed as ordinary income when withdrawn from the tax-advantaged account.
Payments to Broker-Dealers and Other Financial Intermediaries
The Fund and its related companies may pay your financial 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 salesperson or visit your financial intermediarys website for more information.
4
HOW THE FUND INVESTS: NATIONWIDE LOOMIS ALL CAP GROWTH FUND
The Nationwide Loomis All Cap Growth Fund seeks to provide long-term capital growth. This objective may be changed by the Nationwide Mutual Funds (the Trusts) Board of Trustees (Board of Trustees) without shareholder approval upon 60 days written notice to shareholders.
Principal Investment Strategies
Under normal circumstances, the Fund will invest in equity securities , primarily common stocks , issued by companies of any size, including large-cap , mid-cap and small-cap companies . The Fund normally will invest across a wide range of sectors and industries, using a growth style of equity management that emphasizes companies with sustainable competitive advantages, long-term structural growth drivers, attractive cash flow returns on invested capital, and management teams focused on creating long-term value for shareholders. The Funds subadviser aims to invest in stocks of companies when they trade at a significant discount to the estimate of intrinsic value. The subadviser will consider selling a portfolio investment when it believes an unfavorable structural change occurs within a given business or the markets in which it operates, when a critical underlying investment assumption is flawed, when a more attractive reward-to-risk opportunity becomes available, when the current price fully reflects the subadvisers estimate of intrinsic value, or for other investment reasons which the subadviser deems appropriate.
The Fund is not required to maintain any specified percentage of its assets in securities of a particular market capitalization size. The Fund is permitted, therefore, at any given time, to invest either all of its assets or none of its assets in any particular capitalization size, or to invest a flexible combination of its assets among various capitalization sizes. The Fund may invest up to 25% of its net assets in foreign securities. Although the Fund maintains a diversified portfolio, it nonetheless may invest in a limited number of issuers.
Key Terms:
Equity securities represent an ownership interest in the issuer. Common stocks are the most common type of equity securities.
Common stock securities representing shares of ownership of a corporation.
Large-cap companies companies with market capitalizations similar to those of companies included in the Russell 1000 ® Index, ranging from $643 million to $618 billion as of December 31, 2016.
Mid-cap companies companies with market capitalizations similar to those of companies included in the Russell MidCap ® Index, ranging from $643 million to $57.6 billion as of December 31, 2016.
Small-cap companies companies with market capitalizations similar to those of companies included in the Russell 2000 ® Index, the largest of which was $10.5 billion as of December 31, 2016.
Growth style investing in companies that the Funds subadviser believes to have above-average rates of cash flow growth and which therefore may experience above-average increases in stock price.
Market capitalization a common way of measuring the size of a company based on the price of its common stock multiplied by the number of outstanding shares.
5
RISKS OF INVESTING IN THE FUND
The Fund cannot guarantee that it will achieve its investment objective.
As with any mutual fund, the value of the Funds investmentsand therefore, the value of Fund sharesmay fluctuate. Loss of money is a risk of investing in the Fund.
The following information relates to the principal risks of investing in the Fund, as identified in the Fund Summary and How the Fund Invests sections. The Fund may invest in or use other types of investments or strategies not shown below that do not represent principal strategies or raise principal risks. More information about these non-principal investments, strategies and risks is available in the Funds Statement of Additional Information (SAI).
Equity securities risk the Fund could lose value if the individual equity securities in which it has invested and/or the overall stock markets on which the stocks trade decline in price. Stocks and stock markets may experience short-term volatility (price fluctuation) as well as extended periods of price decline or little growth. Individual stocks are affected by many factors, including:
● |
corporate earnings; |
● |
production; |
● |
management; |
● |
sales and |
● |
market trends, including investor demand for a particular type of stock, such as growth or value stocks, small- or large-cap stocks, or stocks within a particular industry. |
Stock markets are affected by numerous factors, including interest rates, the outlook for corporate profits, the health of the national and world economies, national and world social and political events, and the fluctuation of other stock markets around the world.
Foreign securities risk foreign securities may be more volatile, harder to price and less liquid than U.S. securities. Foreign investments involve some of the following risks as well:
● |
political and economic instability; |
● |
the impact of currency exchange rate fluctuations; |
● |
sanctions imposed by other foreign governments, including the United States; |
● |
reduced information about issuers; |
● |
higher transaction costs; |
● |
less-stringent regulatory and accounting standards and |
● |
delayed settlement. |
Additional risks include the possibility that a foreign jurisdiction might impose or increase withholding taxes on income payable with respect to foreign securities; the possible seizure, nationalization or expropriation of the issuer or foreign deposits (in which the Fund could lose its entire investment in a certain market); and the possible adoption of foreign governmental restrictions such as exchange controls.
Regional adverse conditions in a certain region can adversely affect securities of issuers in other countries whose
economies appear to be unrelated. To the extent that the Fund invests a significant portion of its assets in a specific geographic region, the Fund generally will have more exposure to regional economic risks. In the event of economic or political turmoil or a deterioration of diplomatic relations in a region or country where a substantial portion of the Funds assets are invested, the Fund may experience substantial illiquidity.
Foreign currencies foreign securities may be denominated or quoted in currencies other than the U.S. dollar. Changes in foreign currency exchange rates affect the value of the Funds portfolio. Generally, when the U.S. dollar rises in value against a foreign currency, a security denominated in that currency loses value because the currency is worth fewer U.S. dollars. Conversely, when the U.S. dollar decreases in value against a foreign currency, a security denominated in that currency gains value because the currency is worth more U.S. dollars.
Foreign custody the Fund may hold foreign securities and cash in foreign banks and securities depositories. Some foreign banks and securities depositories may be organized recently or new to the foreign custody business, and there may be limited or no regulatory oversight of their operations. The laws of certain countries may put limits on the Funds ability to recover its assets if a foreign bank, depository or issuer of a security, or any of their agents, goes bankrupt. In addition, it is often more expensive for the Fund to buy, sell and hold securities in certain foreign markets than in the United States. The increased expense of investing in foreign markets reduces the amount the Fund can earn on its investments and typically results in a higher operating expense ratio for the Fund.
Depositary receipts investments in foreign securities may be in the form of depositary receipts, such as American Depositary Receipts (ADRs), European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs), which typically are issued by local financial institutions and evidence ownership of the underlying securities. Depositary receipts generally are subject to the same risks as the foreign securities that they evidence or into which they may be converted. Depositary receipts may or may not be sponsored jointly by the underlying issuer. The issuers of unsponsored depositary receipts are not obligated to disclose information that is, in the United States, considered material. Therefore, there may be less information available regarding these issuers and there may not be a correlation between such information and the market value of the depositary receipts. Certain depositary receipts are not listed on an exchange and therefore may be considered to be illiquid securities.
Growth style risk growth stocks are generally more sensitive to market movements than other types of stocks primarily because their stock prices are based heavily on future expectations. If the subadvisers assessment of the prospects for a companys growth is wrong, or if the subadvisers judgment of how other investors will value the companys growth is wrong, then the price of the companys stock may fall or not approach the value that the subadviser has placed on it.
6
RISKS OF INVESTING IN THE FUND (cont.)
Limited portfolio holdings risk because the Fund may hold large positions in a smaller number of securities, an increase or decrease in the value of such securities may have a greater impact on the Funds value and total return.
Market and selection risks market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. Selection risk is the risk that the securities selected by the Funds management will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies.
New fund risk the Fund is newly formed. The Funds investment strategy may not be successful under future market conditions, which could result in the Fund being liquidated at any time without shareholder approval and at a time that may not be favorable for all shareholders.
Smaller company risk in general, stocks of smaller companies trade in lower volumes, may be less liquid, and are subject to greater or more unpredictable price changes than stocks of larger companies or the market overall. Smaller companies may have limited product lines or markets, be less financially secure than larger companies or depend on a smaller number of key personnel. If adverse developments occur, such as due to management changes or product failures, the Funds investment in a smaller company may lose substantial value. Investing in smaller companies requires a longer-term investment view and may not be appropriate for all investors.
* * * * *
Temporary investments the Fund generally will be fully invested in accordance with its objective and strategies. However, pending investment of cash balances, or if the Funds subadviser believes that business, economic, political or financial conditions warrant, the Fund may invest without limit in cash or money market cash equivalents. The use of temporary investments therefore is not a principal strategy, as it prevents the Fund from fully pursuing its investment objective, and the Fund may miss potential market upswings.
Selective Disclosure of Portfolio Holdings
The Fund posts onto the internet site for the Trust (nationwide.com/mutualfunds) substantially all of its securities holdings as of the end of each month. Such portfolio holdings are available no earlier than 15 calendar days after the end of the previous month, and generally remain available on the internet site until the Fund files its next quarterly portfolio holdings report on Form N-CSR or Form N-Q with the U.S. Securities and Exchange Commission (SEC). A description of the Funds policies and procedures regarding the release of portfolio holdings information is available in the Funds SAI.
7
Investment Adviser
Nationwide Fund Advisors (NFA or Adviser), One Nationwide Plaza, Columbus, OH 43215, manages the investment of the Funds assets and supervises the daily business affairs of the Fund. Subject to the oversight of the Board of Trustees, NFA also selects the subadvisers for the Fund, determines the allocation of Fund assets among one or more subadvisers, and evaluates and monitors the performance of the subadvisers. Organized in 1999 as an investment adviser, NFA is a wholly owned subsidiary of Nationwide Financial Services, Inc.
Subadviser
Subject to oversight by NFA and the Board of Trustees, the subadviser will manage all or a portion of the Funds assets in accordance with the Funds investment objective and strategies. With regard to the portion of Fund assets allocated to it, the subadviser makes investment decisions for the Fund and, in connection with such investment decisions, places purchase and sell orders for securities. NFA pays the subadviser from the management fee it receives from the Fund.
LOOMIS, SAYLES & COMPANY, L.P. (LOOMIS SAYLES) is subadviser to the Fund. Loomis Sayles, located at One Financial Center, Boston, Massachusetts 02111, was founded in 1926 and is one of the oldest investment advisory firms in the United States with over $240.2 billion in assets under management as of December 31, 2016.
A discussion regarding the basis for the Board of Trustees approval of the investment advisory and subadvisory agreements for the Fund will be available in the Funds annual report to shareholders, which will cover the period ending October 31, 2017.
Management Fees
The Fund pays NFA a management fee based on the Funds average daily net assets. The total management fee that can be paid by the Fund, expressed as a percentage of the Funds average daily net assets, and not including any applicable fee waivers, is as follows:
Assets | Fee | |||
Up to $1 billion | 0.80% | |||
$1 billion and more | 0.775% |
Portfolio Management
Aziz V. Hamzaogullari, CFA, is primarily responsible for the day-to-day management of the Fund. Mr. Hamzaogullari is a Vice President of Loomis Sayles and the Head of the Growth Equities Strategy team. Prior to joining Loomis Sayles in 2010, he was a senior portfolio manager at Evergreen Investments. Mr. Hamzaogullari has a BS from Bilkent University, Turkey, and an MBA from George Washington University. He is a member of the Boston Security Analysts Society.
Historical Performance of Similarly Managed Accounts of Loomis Sayles
The following table sets forth historical performance information for all accounts managed by Loomis Sayles that have substantially similar investment objectives, policies, strategies, risks and investment restrictions as the Fund (the Subadvisers Similarly Managed Accounts).
The returns of the Subadvisers Similarly Managed Accounts are provided to illustrate the past performance of Loomis Sayles in managing substantially similar accounts as measured against a specified market index and does not represent the performance of the Fund. The Subadvisers Similarly Managed Accounts are separate and distinct from the Fund; its performance is not intended as a substitute for the Funds performance and should not be considered a prediction of the future performance of the Fund or of Loomis Sayles.
The returns of the Subadvisers Similarly Managed Accounts were calculated on a total return basis, include all dividends and interest, accrued income and realized and unrealized gains and losses. Composite Returns Gross of Investment Management Fee reflect the deduction of all fees paid by the Subadvisers Similarly Managed Accounts, including brokerage commissions and transaction and execution costs, excluding custodial fees and without provision for federal or state income taxes. Composite Returns Net of Investment Management Fee also reflect the additional deduction of investment advisory fees. The Subadvisers Similarly Managed Accounts include actual discretionary accounts managed by Loomis Sayles that have investment objectives, policies, strategies, risks and investment restrictions substantially similar to those of the Fund. The Subadvisers Similarly Managed Accounts may include both tax-exempt and taxable accounts.
Securities transactions are accounted for on trade date and accrual accounting is utilized. Cash and equivalents are included in performance returns. Monthly returns of the Subadvisers Similarly Managed Accounts have been linked to calculate average annual returns and combine the individual accounts returns (calculated on a time-weighted rate of return basis that is revalued daily) weighted based on each accounts asset value as of the beginning of the month. Investors should be aware that the performance information shown below was calculated differently than the methodology mandated by the SEC for registered investment companies.
The Subadvisers Similarly Managed Accounts are subject to lower expenses than the Fund and may not be subject to the diversification requirements, specific tax restrictions and investment limitations imposed on the Fund by the Investment Company Act of 1940 or Subchapter M of the Internal Revenue Code. Consequently, the performance results for the Subadvisers Similarly Managed Accounts would have been less favorable had it been regulated as an investment company under the federal securities laws.
The returns set forth below are provided to illustrate the past performance of Loomis Sayles in managing substantially similar accounts and should not be
8
FUND MANAGEMENT (cont.)
interpreted as indicative of the future results that may be achieved by the Fund. Past results are not necessarily indicative of future results. In addition, the results presented below may not necessarily equate with the return experienced by any particular investor as a result of the timing of investments and redemptions, market conditions and other factors. In addition, the effect of taxes on any investor will depend on such persons tax status, and the results have not been reduced to reflect any income tax that may have been payable.
The table below shows the annual total returns for the Subadvisers Similarly Managed Accounts and a broad-based securities market index for periods ended June 30, 2017.
Subadvisers Similarly Managed Accounts Performance
Average Annual Total Returns
As of June 30, 2017 | ||||||||
1 Year | 3 Years | 5 Years | 10 Years | |||||
Composite Returns Net of Investment Management Fee | 24.28% | 15.37% | 19.22% | 12.02% | ||||
Composite Returns Gross of Investment Management Fee | 24.91% | 15.91% | 19.76% | 12.55% | ||||
Russell 3000 ® Growth Index | 20.72% | 10.83% | 15.20% | 8.82% |
Additional Information about the Portfolio Managers
The SAI provides additional information about each portfolio managers compensation, other accounts managed by the portfolio manager and the portfolio managers ownership of securities in the Fund managed by the portfolio manager, if any.
9
INVESTING WITH NATIONWIDE FUNDS
Class T shares are available only to commission-based retirement and other accounts of broker-dealers and other financial intermediaries. Class T shares are sold subject to a front-end sales charge of 2.50% of the offering price, but which declines based on the size of your purchase as shown below. A front-end sales charge means that a portion of your initial investment goes toward the sales charge and is not invested.
Front-End Sales Charges for Class T Shares
Sales Charge as a
Percentage of |
Dealer | |||||||||||
Amount of
Purchase |
Offering
Price |
Net Amount
Invested |
Compensation
as a Percentage of Offering Price |
|||||||||
Less than $250,000 | 2.50% | 2.56% | 2.50% | |||||||||
$250,000 to $499,999 | 2.00% | 2.04% | 2.00% | |||||||||
$500,000 to $999,999 | 1.50% | 1.52% | 1.50% | |||||||||
$1,000,000 and more | 1.00% | 1.01% | 1.00% |
Not all financial intermediaries make Class T shares available to all of their clients. The Fund offers other classes of shares, which are described in a separate prospectus. Financial intermediaries making Fund shares available to their clients determine which share class(es) to make available. Your financial intermediary may receive different compensation for selling one class of shares than for selling another class, which may depend on, among other things, the type of investor account and the policies, procedures and practices adopted by your financial intermediary. You should review these arrangements with your financial intermediary.
Sales Charges
Sales charges are paid to the financial intermediary who sells you Class T shares.
Distribution and Service Fees
The Fund has adopted a Distribution Plan under Rule 12b-1 of the Investment Company Act of 1940, which permits Class T shares of the Fund to compensate the Distributor through distribution and/or service fees (Rule 12b-1 fees) for expenses associated with distributing and selling shares and maintaining shareholder accounts. These Rule 12b-1 fees are paid to the Distributor and are either kept or paid to your financial advisor or other intermediary for distribution and shareholder services and maintenance of customer accounts.
These Rule 12b-1 fees are in addition to any applicable sales charges and are paid from the Funds assets on an ongoing basis. (The fees are accrued daily and paid monthly.) As a result, Rule 12b-1 fees increase the cost of your investment and over time may
cost more than other types of sales charges. Under the Distribution Plan, Class T shares pay the Distributor an annual fee of:
Class | as a % of Daily Net Assets | |
Class T shares | 0.25% (distribution or service fee) |
Administrative Services Fees
Class T shares of the Fund are subject to fees pursuant to an Administrative Services Plan (the Plan) adopted by the Board of Trustees. These fees, which are in addition to Rule 12b-1 fees for Class T shares as described above, are paid by the Fund to broker-dealers or other financial intermediaries (including those that may be affiliated with NFA) who provide administrative support services to beneficial shareholders on behalf of the Fund. Under the Administrative Services Plan, the Fund may pay a broker-dealer or other intermediary a maximum annual administrative services fee of 0.25% for Class T shares; however, many intermediaries do not charge the maximum permitted fee or even a portion thereof and the Board of Trustees has implemented limits on the amounts of payments under the Plan for certain types of shareholder accounts.
Because these fees are paid out of the Funds Class T assets on an ongoing basis, these fees will increase the cost of your investment in such share classes over time and may cost you more than paying other types of fees.
The Adviser and/or its affiliates (collectively, Nationwide Funds Group or NFG) often make payments for marketing, promotional or related services provided by broker-dealers and other financial intermediaries that sell shares of the Trust or which include them as investment options for their respective customers.
These payments are often referred to as revenue sharing payments. The existence or level of such payments may be based on factors that include, without limitation, differing levels or types of services provided by the broker-dealer or other financial intermediary, the expected level of assets or sales of shares, the placing the Fund on a recommended or preferred list, and/or access to an intermediarys personnel and other factors. Revenue sharing payments are paid from NFGs own legitimate profits and other of its own resources (not from the Funds) and may be in addition to any Rule 12b-1 payments or administrative services payments that are paid to broker-dealers and other financial intermediaries. Because revenue sharing payments are paid by NFG, and not from the Funds assets, the amount of any revenue sharing payments is determined by NFG.
In addition to the revenue sharing payments described above, NFG may offer other incentives to sell shares of the Funds in the form of sponsorship of educational or other client seminars relating to current products and issues, assistance in training or educating an intermediarys personnel, and/or entertainment or meals. These payments also may include, at the direction of a retirement plans named fiduciary, amounts to a retirement plan intermediary to offset certain plan expenses or otherwise for the benefit of plan participants and beneficiaries.
10
INVESTING WITH NATIONWIDE FUNDS (cont.)
The recipients of such payments may include:
● |
the Advisers affiliates; |
● |
broker-dealers; |
● |
financial institutions and |
● |
other financial intermediaries through which investors may purchase shares of the Fund. |
Payments may be based on current or past sales, current or historical assets or a flat fee for specific services provided. In some circumstances, such payments may create an incentive for an intermediary or its employees or associated persons to sell shares of the Fund to you instead of shares of funds offered by competing fund families.
Contact your financial intermediary for details about revenue sharing payments it may receive.
Notwithstanding the revenue sharing payments described above, the Adviser and all subadvisers to the Trust are prohibited from considering a broker-dealers sale of any of the Trusts shares in selecting such broker-dealer for the execution of Fund portfolio transactions. Fund portfolio transactions nevertheless may be effected with broker-dealers who coincidentally may have assisted customers in the purchase of Fund shares, although neither such assistance nor the volume of shares sold of the Trust or any affiliated investment company is a qualifying or disqualifying factor in the Advisers or a subadvisers selection of such broker-dealer for portfolio transaction execution.
Share Price
The net asset value per share or NAV per share is the value of a single share. A separate NAV is calculated for each share class of the Fund. The NAV is:
● |
calculated at the close of regular trading (usually 4 p.m. Eastern Time) each day the New York Stock Exchange is open and |
● |
generally determined by dividing the total net market value of the securities and other assets owned by the Fund allocated to a particular class, less the liabilities allocated to that class, by the total number of outstanding shares of that class. |
The purchase or offering price for Fund shares is the NAV (for a particular class) next determined after the order is received by the Fund or its agent or authorized intermediary, plus any applicable sales charge.
The Fund generally is available only to investors residing in the United States. The Fund may reject any order to buy shares and may suspend the sale of shares at any time.
Fair Value Pricing
The Board of Trustees has adopted Valuation Procedures governing the method by which individual portfolio securities held by the Fund are valued in order to determine the Funds NAV. The Valuation Procedures provide that the Funds assets are valued primarily on the basis of market-based quotations. Equity securities generally are valued at the last quoted sale
price, or if there is no sale price, the last quoted bid price provided by an independent pricing service. Securities traded on NASDAQ generally are valued at the NASDAQ Official Closing Price. Prices are taken from the primary market or exchange in which each security trades.
Securities for which market-based quotations are either unavailable (e.g., an independent pricing service does not provide a value) or are deemed unreliable, in the judgment of the Adviser, generally are valued at fair value by the Trustees or persons acting at their direction pursuant to procedures approved by the Board of Trustees. In addition, fair value determinations are required for securities whose value is affected by a significant event (as defined below) that will affect materially the value of a security and which occurs subsequent to the time of the close of the principal market on which such security trades but prior to the calculation of the Funds NAV.
A significant event is defined by the Valuation Procedures as an event that materially affects the value of a security that occurs after the close of the principal market on which such security trades but before the calculation of the Funds NAV. Significant events that could affect individual portfolio securities may include corporate actions such as reorganizations, mergers and buy-outs, corporate announcements on earnings, significant litigation, regulatory news such as government approvals and news relating to natural disasters affecting an issuers operations. Significant events that could affect a large number of securities in a particular market may include significant market fluctuations, market disruptions or market closings, governmental actions or other developments, or natural disasters or armed conflicts that affect a country or region.
By fair valuing a security, whose price may have been affected by significant events or by news after the last market pricing of the security, each Fund attempts to establish a price that it reasonably might expect to receive upon the current sale of that security. The fair value of one or more of the securities in the Funds portfolio which is used to determine the Funds NAV could be different from the actual value at which those securities could be sold in the market. Thus, fair valuation may have an unintended dilutive or accretive effect on the value of shareholders investments in the Fund.
Due to the time differences between the closings of the relevant foreign securities exchanges and the time that the Funds NAV is calculated, the Fund may fair value its foreign investments more frequently than it does other securities. When fair value prices are utilized, these prices will attempt to reflect the impact of the financial markets perceptions and trading activities on the Funds foreign investments since the last closing prices of the foreign investments were calculated on their primary foreign securities markets or exchanges. Pursuant to the Valuation Procedures, the Funds foreign equity investments generally will be fair valued daily by an independent pricing service using models designed to estimate likely changes in the values of those investments between the times in which the trading in those securities is substantially completed and the close of the NYSE. The fair values assigned to the Funds foreign equity
11
INVESTING WITH NATIONWIDE FUNDS (cont.)
investments may not be the quoted or published prices of the investments on their primary markets or exchanges. Because certain of the securities in which the Fund may invest may trade on days when the Fund does not price its shares, the value of the Funds investments may change on days when shareholders will not be able to purchase or redeem their shares.
These procedures are intended to help ensure that the prices at which the Funds shares are purchased and redeemed are fair, and do not result in dilution of shareholder interests or other harm to shareholders. In the event the Fund values its securities using the fair valuation procedures described above, the Funds NAV may be higher or lower than would have been the case if the Fund had not used such procedures.
In-Kind Purchases
The Fund may accept payment for shares in the form of securities or other instruments that are permissible investments for the Fund.
The Fund does not calculate NAV on days when the New York Stock Exchange is closed.
● |
New Years Day |
● |
Martin Luther King Jr. Day |
● |
Presidents Day |
● |
Good Friday |
● |
Memorial Day |
● |
Independence Day |
● |
Labor Day |
● |
Thanksgiving Day |
● |
Christmas Day |
● |
Other days when the New York Stock Exchange is closed. |
Minimum Investments |
||
Class T Shares | ||
To open an account | $2,000 (per Fund) | |
To open an IRA account | $1,000 (per Fund) | |
Additional investments | $100 (per Fund) | |
To start an Automatic Asset Accumulation Plan | $0 (provided each monthly purchase is at least $50) | |
Additional Investments
(Automatic Asset Accumulation Plan) |
$50 | |
|
||
Certain financial intermediaries through whom you may invest in Class T shares may impose their own investment minimums, fees, policies and procedures for purchasing and selling fund shares, and will depend on the policies, procedures and trading platforms of the financial intermediary. You should consult a representative of your financial intermediary about the availability of the Funds Class T shares and the intermediarys policies, procedures and other information. |
Customer Identification Information
To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person that opens a new account, and to determine whether such persons name appears on government lists of known or suspected terrorists and terrorist organizations.
As a result, unless such information is collected by the broker-dealer or financial intermediary pursuant to an agreement, the Fund must obtain the following information for each person that opens a new account:
● |
name; |
● |
date of birth (for individuals); |
● |
residential or business street address (although post office boxes are still permitted for mailing) and |
● |
Social Security number, taxpayer identification number or other identifying number. |
You also may be asked for a copy of your drivers license, passport or other identifying document in order to verify your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer report or other electronic database. Additional information may be required to open accounts for corporations and other entities. Federal law prohibits the Fund and other financial institutions from opening a new account unless they receive the minimum identifying information listed above. After an account is opened, the Fund may restrict your ability to purchase additional shares until your identity is verified. The Fund may close your account or take other appropriate action if it is unable to verify your identity within a reasonable time. If your account is closed for this reason, your shares will be redeemed at the NAV next calculated after the account is closed.
Accounts with Low Balances
Certain financial intermediaries may establish shareholder accounts directly with the Trusts transfer agent pursuant to so-called check and app procedures, in which case the following shall apply:
● |
If the value of your account falls below $2,000 ($1,000 for IRA accounts), you generally are subject to a $5 quarterly fee, unless such account actively participates in an Automatic Asset Accumulation Plan. Shares from your account are redeemed each quarter/month to cover the fee, which is returned to the Fund to offset small account expenses. Under some circumstances, a Fund may waive the low-balance fee. |
● |
Each Fund reserves the right to redeem your remaining shares and close your account if a redemption of shares brings the value of your account below the minimum. In such cases, you will be notified and given 60 days to purchase additional shares before the account is closed. A redemption of your remaining shares may be a taxable event for you. See Distributions and TaxesSelling Shares below. |
12
INVESTING WITH NATIONWIDE FUNDS (cont.)
There are no exchange privileges for Class T shares.
You can sell or, in other words, redeem your Fund shares at any time, subject to the restrictions described below. The price you receive when you redeem your shares is the NAV (minus any applicable sales charges) next determined after the Funds authorized intermediary or an agent of the Fund receives your properly completed redemption request. The value of the shares you redeem may be worth more or less than their original purchase price depending on the market value of the Funds investments at the time of the redemption.
You may not be able to redeem your Fund shares or Nationwide Funds may delay paying your redemption proceeds if:
● |
the New York Stock Exchange is closed (other than customary weekend and holiday closings); |
● |
trading is restricted or |
● |
an emergency exists (as determined by the SEC). |
Generally, the Fund will pay you for the shares that you redeem within three days after your redemption request is received. Payment for shares that you recently purchased may be delayed up to 10 business days from the purchase date to allow time for your payment to clear. The Fund may delay forwarding redemption proceeds for up to seven days if the account holder:
● |
is engaged in excessive trading or |
● |
if the amount of the redemption request would disrupt efficient portfolio management or adversely affect the Fund. |
Under extraordinary circumstances, the Fund, in its sole discretion, may elect to honor redemption requests by transferring some of the securities held by the Fund directly to an account holder as a redemption in-kind. For more about Nationwide Funds ability to make a redemption in-kind, see the SAI.
The Board of Trustees has adopted procedures for redemptions in-kind of affiliated persons of the Fund. Affiliated persons of the Fund include shareholders who are affiliates of the Adviser and shareholders of the Fund owning 5% or more of the outstanding shares of the Fund. These procedures provide that a redemption in-kind shall be effected at approximately the affiliated shareholders proportionate share of the Funds current net assets, and are designed so that such redemptions will not favor the affiliated shareholder to the detriment of any other shareholder.
Automatic Withdrawal Program
You may elect to automatically redeem Class T shares in a minimum amount of $50. Complete the appropriate section of the Mutual Fund Application for New Accounts or contact your financial intermediary or the Funds transfer agent. Your account value must meet the minimum initial investment amount at the time the program is established. This program may reduce, and
eventually deplete, your account. Generally, it is not advisable to continue to purchase Class T shares subject to a sales charge while redeeming shares using this program.
Signature Guarantee
A signature guarantee is required for sales of shares of the Fund in any of the following instances:
● |
your account address has changed within the last 30 calendar days; |
● |
the redemption check is made payable to anyone other than the registered shareholder; |
● |
the proceeds are mailed to any address other than the address of record or |
● |
the redemption proceeds are being wired or sent by ACH to a bank for which instructions currently are not on your account. |
No signature guarantee is required under normal circumstances where redemption proceeds are transferred directly to (1) another account maintained by a Nationwide Financial Services, Inc. company; or (2) a bank account, the registration of which includes the names of all of the account owners in which the mutual fund account is registered.
A signature guarantee is a certification by a bank, brokerage firm or other financial institution that a customers signature is valid. We reserve the right to require a signature guarantee in other circumstances, without notice.
Excessive or Short-Term Trading
The Nationwide Funds seek to discourage excessive or short- term trading (often described as market timing). Excessive trading (either frequent exchanges between Nationwide Funds or redemptions and repurchases of Nationwide Funds within a short time period) may:
● |
disrupt portfolio management strategies; |
● |
increase brokerage and other transaction costs and |
● |
negatively affect fund performance. |
The Fund may be more or less affected by short-term trading in Fund shares, depending on various factors such as the size of the Fund, the amount of assets the Fund typically maintains in cash or cash equivalents, the dollar amount, number and frequency of trades in Fund shares and other factors. The Funds investments in foreign securities may be at greater risk for excessive trading. Investors may attempt to take advantage of anticipated price movements in securities or derivatives held by the Fund based on events occurring after the close of a foreign market that may not be reflected in the Funds NAV (referred to as arbitrage market timing). Arbitrage market timing also may be attempted in funds that hold significant investments in small-cap securities, commodity-linked investments, high-yield (junk) bonds and other types of investments that may not be frequently traded. There is the possibility that arbitrage market timing, under certain circumstances, may dilute the value of Fund shares if redeeming shareholders receive proceeds (and buying shareholders receive shares) based on NAVs that do not
13
INVESTING WITH NATIONWIDE FUNDS (cont.)
reflect appropriate fair value prices. The Board of Trustees has adopted the following policies with respect to excessive or short-term trading in the Fund:
Fair Valuation
The Fund has fair value pricing procedures in place as described above in Investing with Nationwide Funds: Fair Value Pricing.
Monitoring of Trading Activity
The Fund, through the Adviser, its subadviser and its agents, monitors selected trades and flows of money in and out of the Fund in an effort to detect excessive short-term trading activities. Further, in compliance with Rule 22c-2 under the Investment Company Act of 1940, as amended, Nationwide Funds Group, on behalf of the Fund, has entered into written agreements with the Funds financial intermediaries, under which the intermediary must, upon request, provide the Fund with certain shareholder identity and trading information so that the Fund can enforce its market timing policies. If a shareholder is found to have engaged in excessive short-term trading, the Fund may, at its discretion, ask the shareholder to stop such activities or refuse to process purchases in the shareholders account.
Despite its best efforts, the Fund may be unable to identify or deter excessive trades conducted through intermediaries or omnibus accounts that transmit aggregate purchase, exchange and redemption orders on behalf of their customers. In short, the Fund may not be able to prevent all market timing and its potential negative impact.
Restrictions on Transactions
Whenever the Fund is able to identify short-term trades and/or traders, the Fund has broad authority to take discretionary action against market timers and against particular trades and apply the short-term trading restrictions to such trades that the Fund identifies. It also has sole discretion to:
● |
restrict or reject purchases that the Fund or its agents believe constitute excessive trading and |
● |
reject transactions that violate the Funds excessive trading policies. |
Additional Information about Fees and Expenses
The fees and expenses of the Fund that appear in the Fund Summary are based on the Funds estimated average net assets for the current fiscal year since the Fund is new. Such fees and expenses do not reflect any change in the expense ratio resulting from a change in assets under management as estimated. A decline in the Funds average net assets during the current fiscal year, as a result of market volatility or other factors, could cause the Funds expense ratio to be higher than the fees and expenses shown in the Fund Summary. Significant declines in the Funds net assets will increase your Funds total expense ratio, likely significantly. A fund with higher expense ratio means you could pay more if you buy or hold shares of the fund.
14
The following information is provided to help you understand the income and capital gains you may earn while you own Fund shares, as well as the federal income taxes you may have to pay. The amount of any distribution varies and there is no guarantee the Fund will pay either income dividends or capital gain distributions. For advice about your personal tax situation, please speak with your tax advisor.
Income and Capital Gain Distributions
The Fund intends to qualify each year as a regulated investment company under the Internal Revenue Code. As a regulated investment company, the Fund generally pays no federal income tax on the income and gains it distributes to you. The Fund expects to declare and distribute its net investment income, if any, to shareholders as dividends quarterly. The Fund will distribute net realized capital gains, if any, at least annually. The Fund may distribute income dividends and capital gains more frequently, if necessary, in order to reduce or eliminate federal excise or income taxes on the Fund. All income and capital gain distributions are automatically reinvested in shares of the Fund. You may request a payment in cash by contacting the Funds transfer agent or your financial intermediary.
If you choose to have dividends or capital gain distributions, or both, mailed to you and the distribution check is returned as undeliverable or is not presented for payment within six months, the Trust reserves the right to reinvest the check proceeds and future distributions in shares of the Fund at the Funds then-current NAV until you give the Trust different instructions.
Tax Considerations
If you are a taxable investor, dividends and capital gain distributions you receive from the Fund, whether you reinvest your distributions in additional Fund shares or receive them in cash, are subject to federal income tax, state taxes and possibly local taxes:
● |
distributions are taxable to you at either ordinary income or capital gains tax rates; |
● |
distributions of short-term capital gains are paid to you as ordinary income that is taxable at applicable ordinary income tax rates; |
● |
distributions of long-term capital gains are taxable to you as long-term capital gains no matter how long you have owned your Fund shares; |
● |
for individual shareholders, a portion of the income dividends paid may be qualified dividend income eligible for taxation at long-term capital gains tax rates, provided that certain holding period requirements are met; |
● |
for corporate shareholders, a portion of the income dividends paid may be eligible for the corporate dividend-received deduction, subject to certain limitations and |
● |
distributions declared in December to shareholders of record in such month, but paid in January, are taxable as if they were paid in December. |
The federal income tax treatment of the Funds distributions and any taxable sales of Fund shares occurring during the prior calendar year are reported on Form 1099, which is sent to you annually during tax season (unless you hold your shares in a qualified tax-advantaged plan or account or are otherwise not subject to federal income tax). The Fund may reclassify income after your tax reporting statement is mailed to you. This can result from the rules in the Internal Revenue Code that effectively prevent mutual funds, such as the Fund, from ascertaining with certainty, until after the calendar year end, and in some cases the Funds fiscal year end, the final amount and character of distributions the Fund has received on its investments during the prior calendar year. Prior to issuing your statement, the Fund makes every effort to reduce the number of corrected forms mailed to shareholders. However, the Fund will send you a corrected Form 1099 if the Fund finds it necessary to reclassify its distributions or adjust the cost basis of any shares sold after you receive your tax statement.
Distributions from the Fund (both taxable dividends and capital gains) normally are taxable to you when made, regardless of whether you reinvest these distributions or receive them in cash (unless you hold your shares in a qualified tax-advantaged plan or account or are otherwise not subject to federal income tax).
At the time you purchase your Fund shares, the Funds NAV may reflect undistributed income, undistributed capital gains, or net unrealized appreciation in the 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 the Fund just before it declares an income dividend or capital gains distribution is sometimes known as buying a dividend.
Selling Shares
Selling your shares may result in a realized capital gain or loss, which is subject to federal income tax. For individuals in the 10% and 15% federal income tax rate brackets, the long-term capital gains tax rate is 0%. For individuals in higher tax brackets, the long-term capital gains rate is 15% (20% for certain high-income taxpayers). If you redeem Fund shares for a loss, you may be able to use this capital loss to offset any other capital gains you have.
The Fund is required to report to you and the Internal Revenue Service (IRS) annually on Form 1099-B not only the gross proceeds of Fund shares you sell or redeem but also their cost basis. Cost basis will be calculated using the Funds default method of average cost, unless you instruct the Fund to use a different calculation method. Shareholders should review carefully the cost basis information provided by the Fund and make any additional basis, holding period or other adjustments that are required when reporting these amounts on their federal income tax returns. If your account is held by your investment representative (financial advisor or other broker), please contact that representative 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 the Fund through a tax-advantaged retirement account.
15
DISTRIBUTIONS AND TAXES (cont.)
Medicare Tax
An additional 3.8% Medicare tax is imposed on certain net 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) 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.
Other Tax Jurisdictions
Distributions and gains from the sale of your Fund shares may be subject to state and local taxes, even if not subject to federal income taxes. State and local tax laws vary; please consult your tax advisor. 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 the Fund from net long-term capital gains, interest-related dividends paid by the Fund from its qualified net interest income from U.S. sources, and short-term capital gain dividends, if such amounts are reported by the 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.
Tax Status for Retirement Plans and Other Tax-Advantaged Accounts
When you invest in the Fund through a qualified employee benefit plan, retirement plan or some other tax-advantaged account, income dividends and capital gain distributions generally are not subject to current federal income taxes. In general, these plans or accounts are governed by complex tax rules. You should ask your tax advisor or plan administrator for more information about your tax situation, including possible state or local taxes.
Backup Withholding
By law, you may be subject to backup withholding on a portion of your taxable distributions and redemption proceeds unless you provide your correct Social Security or taxpayer identification number and certify that (1) this number is correct, (2) you are not subject to backup withholding, and (3) you are a U.S. person (including a U.S. resident alien). You also may be subject to withholding if the IRS instructs us to withhold a portion of your distributions and proceeds. When withholding is required, the amount is 28% of any distributions or proceeds paid.
Other Reporting and Withholding Requirements
Under the Foreign Account Tax Compliance Act (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 or non-financial foreign entities, that fail to comply (or be 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. The 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 the Fund fails to provide the Fund with appropriate certifications or other documentation concerning its status under FATCA.
This discussion of 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 advisor about federal, state, local or foreign tax consequences before making an investment in the Fund.
16
The Adviser and the Trust have received an exemptive order from the SEC for a manager-of-managers structure that allows the Adviser, subject to the approval of the Board of Trustees, to hire, replace or terminate a subadviser (excluding hiring a subadviser which is an affiliate of the Adviser) without the approval of shareholders. The order also allows the Adviser to revise a subadvisory agreement with an unaffiliated subadviser with the approval of the Board of Trustees but without shareholder approval. If a new unaffiliated subadviser is hired for the Fund, shareholders will receive information about the new subadviser within 90 days of the change. The exemptive order allows the Fund greater flexibility, enabling it to operate more efficiently.
The Adviser performs oversight and evaluation services to the Fund, including the following:
● |
performing initial due diligence on prospective Fund subadvisers; |
● |
monitoring subadviser performance, including ongoing analysis and periodic consultations; |
● |
communicating performance expectations and evaluations to the subadvisers; |
● |
making recommendations to the Board of Trustees regarding renewal, modification or termination of a subadvisers contract and |
● |
selecting Fund subadvisers. |
The Adviser does not expect to recommend subadviser changes frequently. The Adviser periodically provides written reports to the Board of Trustees regarding its evaluation and monitoring of each subadviser. Although the Adviser monitors each subadvisers performance, there is no certainty that any subadviser or the Fund will obtain favorable results at any given time.
The Trust enters into contractual arrangements with various parties (collectively, service providers), including, among others, the Funds investment adviser, subadviser(s), shareholder service providers, custodian(s), securities lending agent, fund administration and accounting agents, transfer agent and distributor, who provide services to the Fund. Shareholders are not parties to, or intended (or third-party) beneficiaries of, any of those contractual arrangements, and those contractual arrangements are not intended to create in any individual shareholder or group of shareholders any right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the Trust.
This Prospectus provides information concerning the Trust and the Fund that you should consider in determining whether to purchase shares of the Fund. Neither this Prospectus, nor the related Statement of Additional Information, is intended, or should be read, to be or to give rise to an agreement or contract between the Trust or the Fund and any shareholder, or to give rise to any rights to any shareholder or other person other than any rights under federal or state law that may not be waived.
17
FINANCIAL HIGHLIGHTS: NATIONWIDE LOOMIS ALL CAP GROWTH FUND
Financial information is not provided because the Fund only commenced operations on June 1, 2017.
18
For Additional Information, Contact:
By Regular Mail:
Nationwide Funds
P.O. Box 701
Milwaukee, WI 53201-0701
By Overnight Mail:
Nationwide Funds
615 East Michigan Street, Third Floor
Milwaukee, WI 53202
For 24-Hour Access:
800-848-0920 (toll free). Representatives are available 9 a.m.8 p.m. Eastern time, Monday through Friday. Call after 7 p.m. Eastern time for closing share prices. Also, visit the website at nationwide.com/mutualfunds.
The Trusts Investment Company Act File No.: 811-08495
Nationwide, the Nationwide N and Eagle, and Nationwide is on your side are service marks of Nationwide Mutual Insurance Company, © 2017
Information from Nationwide Funds
Please read this Prospectus before you invest, and keep it with your records. The following documentswhich may be obtained free of chargecontain additional information about the Fund:
● |
Statement of Additional Information (incorporated by reference into this Prospectus) |
● |
Annual Reports (which contain discussions of the market conditions and investment strategies that significantly affected the Funds performance) |
● |
Semiannual Reports |
To obtain any of the above documents free of charge, to request other information about the Fund, or to make other shareholder inquiries, contact us at the address or phone number listed or visit the website at nationwide.com/mutualfunds.
To reduce the volume of mail you receive, only one copy of financial reports, prospectuses, other regulatory materials and other communications will be mailed to your household (if you share the same last name and address). You can call us at 800-848-0920, or write to us at the address listed to request (1) additional copies free of charge, or (2) that we discontinue our practice of mailing regulatory materials together.
If you wish to receive regulatory materials and/or account statements electronically, you can sign up for our free e-delivery service. Please call 800-848-0920 for information.
Information from the U.S. Securities and Exchange Commission (SEC)
You can obtain copies of Fund documents from the SEC:
● |
on the SECs EDGAR database via the internet at www.sec.gov; |
● |
by electronic request to publicinfo@sec.gov; |
● |
in person at the SECs Public Reference Room in Washington, D.C. (for the SECs hours of operation, call 202-551-8090) or |
● |
by mail by sending your request to Securities and Exchange Commission Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549-1520 (the SEC charges a fee to copy any documents). |
PR-ACG-T 11/17 |
STATEMENT OF ADDITIONAL INFORMATION
May 5, 2017 (as revised November 27, 2017)
NATIONWIDE MUTUAL FUNDS
Nationwide Loomis All Cap Growth Fund
Class A (NWZLX)
Class R6 (NWZMX)
Institutional Service Class (NWZNX)
Class T (NWZOX)
Nationwide Mutual Funds (the Trust), a Delaware statutory trust, is a registered open-end investment company currently consisting of 54 series as of the date hereof. This Statement of Additional Information (SAI) relates to the Nationwide Loomis All Cap Growth Fund (the Fund).
This SAI is not a prospectus but is incorporated by reference into the Prospectus for the Fund dated May 5, 2017 (as revised November 27, 2017). It contains information in addition to and more detailed than that set forth in the Prospectus for the Fund and should be read in conjunction with it.
Terms not defined in this SAI have the meanings assigned to them in the Prospectus. The Prospectus may be obtained from Nationwide Mutual Funds, P.O. Box 701, Milwaukee, WI 53201-0701 or by calling toll free 800-848-0920.
Copies of the Funds Annual Report and Semiannual Report will be available without charge upon request by writing the Trust or by calling toll free 800-848-0920. Since the Fund is new, the first Annual Report will be available on or about December 30, 2017.
TABLE OF CONTENTS
Page | ||||
1 | ||||
Additional Information on Portfolio Instruments, Strategies and Investment Policies |
1 | |||
29 | ||||
30 | ||||
31 | ||||
34 | ||||
45 | ||||
50 | ||||
58 | ||||
64 | ||||
65 | ||||
66 | ||||
68 | ||||
68 | ||||
71 | ||||
85 | ||||
A-1 | ||||
B-1 | ||||
C-1 | ||||
D-1 |
(ii)
GENERAL INFORMATION AND HISTORY
Nationwide Mutual Funds is an open-end management investment company formed under the laws of the state of Delaware on September 1, 2004 pursuant to a Declaration of Trust dated September 30, 2004, as amended and restated October 28, 2004 and June 17, 2009 (the Amended and Restated Declaration of Trust). The Trust currently consists of 54 separate series, each with its own investment objective.
The Nationwide Loomis All Cap Growth Fund is a diversified fund as defined in the Investment Company Act of 1940, as amended (the 1940 Act).
ADDITIONAL INFORMATION ON PORTFOLIO INSTRUMENTS, STRATEGIES
AND INVESTMENT POLICIES
The Fund invests in a variety of securities and employs a number of investment techniques, which involve certain risks. The Prospectus discusses the Funds principal investment strategies, investment techniques and risks. Therefore, you should carefully review the Funds Prospectus. This SAI contains information about non-principal investment strategies the Fund may use, as well as further information about certain principal strategies that are discussed in the Prospectus.
Borrowing
The Fund may borrow money from banks, limited by the Funds fundamental investment restriction (generally, 33 1/3% of its total assets (including the amount borrowed)), including borrowings for temporary or emergency purposes. In addition to borrowings that are subject to 300% asset coverage and are considered by the U.S. Securities and Exchange Commission (SEC) to be permitted senior securities, the Fund is also permitted under the 1940 Act to borrow for temporary purposes in an amount not exceeding 5% of the value of its total assets at the time when the loan is made. A loan will be presumed to be for temporary purposes if it is repaid within 60 days and is not extended or renewed. The Fund may engage in mortgage dollar roll and reverse repurchase agreements which may be considered a form of borrowing unless the Fund covers its exposure by segregating or earmarking liquid assets.
Asset Segregation . Pursuant to current guidance from the staff of the SEC, financial instruments that involve a Funds obligation to make future payments to third parties will not be deemed to be creating any senior security provided that the Fund covers its obligations. Financial instruments that involve an obligation to make future payments to third parties can include, among others, (i) securities purchased on a when-issued, delayed delivery, or to be announced basis; (ii) futures contracts; (iii) forward currency contracts; (iv) swaps; (v) written options; (vi) unfunded commitments; (vii) securities sold short; and (viii) reverse repurchase agreements. The Fund is deemed to have covered its obligations involving such a financial instrument when the Fund enters into an offsetting financial position, or segregates liquid assets (such as cash, cash equivalents or other liquid portfolio securities) equal to the Funds exposures relating to the financial instrument, as determined on a daily basis. Segregated assets are not required to be physically segregated from other Fund assets, but may be segregated through appropriate notation on the books of the Fund or the Funds custodian.
The obligation to cover a financial instrument may require the Fund to sell a portfolio security or exit a transaction, including a transaction in a financial instrument, at a disadvantageous time or price in order to segregate the required amount of assets. Should segregated assets decline in value, the Fund will be required to segregate additional assets or reduce its position in the financial instrument. In addition, segregated assets may not be available to satisfy redemptions or for other purposes, until the Funds obligations under the financial instruments have been satisfied.
The segregated amount for futures and forward contracts that require only cash settlement, and swap agreements that call for periodic netting between the Fund and its counterparty, is liquid assets equal to the net amount due under the contract, as determined daily on a mark-to-market basis. For futures, forwards and swaps that may physically settle, the Fund will cover its position by segregating liquid assets equal to the contracts full notional value (less any margin posted). This may limit the Funds ability to use these instruments, to the extent that more assets will be required to cover the Funds obligations.
1
Leverage . The use of leverage by the Fund creates an opportunity for greater total return, but, at the same time, creates special risks. For example, leveraging may exaggerate the changes in the net asset value of Fund shares and in the yield on the Funds portfolio. Although the principal of such borrowings will be fixed, the Funds assets may change in value during the time the borrowings are outstanding. Borrowings will create interest expenses for the Fund which can exceed the income from the assets purchased with the borrowings. To the extent the income or capital appreciation derived from securities purchased with borrowed funds exceeds the interest the Fund will have to pay on the borrowings, the Funds return will be greater than if leverage had not been used. Conversely, if the income or capital appreciation from the securities purchased with such borrowed funds is not sufficient to cover the cost of borrowing, the return to the Fund will be less than if leverage had not been used, and therefore the amount available for distribution to shareholders as dividends and other distributions will be reduced. In the latter case, the Funds subadviser in its best judgment nevertheless may determine to maintain the Funds leveraged position if it expects that the benefits to the Funds shareholders of maintaining the leveraged position will outweigh the current reduced return.
Certain types of borrowings by the Fund may result in the Fund being subject to covenants in credit agreements relating to asset coverage, portfolio composition requirements and other matters. It is not anticipated that observance of such covenants would impede the Funds subadviser from managing the Funds portfolio in accordance with the Funds investment objectives and policies. However, a breach of any such covenants not cured within the specified cure period may result in acceleration of outstanding indebtedness and require the Fund to dispose of portfolio investments at a time when it may be disadvantageous to do so.
Derivative Instruments
The Fund may use instruments referred to as derivative instruments (derivatives). A derivative is a financial instrument the value of which is derived from a security, a commodity (such as gold or oil), a currency or an index (a measure of value or rates, such as the S&P 500 ® Index or the prime lending rate). Derivatives allow the Fund to increase or decrease the level of risk to which the Fund is exposed more quickly and efficiently than transactions in other types of instruments. The Fund may use derivatives as a substitute for taking a position in a security, a group of securities or a securities index as well as for hedging purposes. The Fund also may use derivatives for speculative purposes to seek to enhance returns. The use of a derivative is speculative if the Fund primarily is seeking to achieve gains, rather than offset the risk of other positions. When the Fund invests in a derivative for speculative purposes, the Fund will be exposed fully to the risks of loss of that derivative, which may sometimes be greater than the derivatives cost. The Fund may not use any derivative to gain exposure to an asset or class of assets that it would be prohibited by its investment restrictions from purchasing directly.
Derivatives generally have investment characteristics that are based upon either forward contracts (under which one party is obligated to buy and the other party is obligated to sell an underlying asset at a specific price on a specified date) or option contracts (under which the holder of the option has the right but not the obligation to buy or sell an underlying asset at a specified price on or before a specified date). Consequently, the change in value of a forward-based derivative generally is proportional roughly to the change in value of the underlying asset. In contrast, the buyer of an option-based derivative generally will benefit from favorable movements in the price of the underlying asset but is not exposed to the corresponding losses that result from adverse movements in the value of the underlying asset. The seller (writer) of an option-based derivative generally will receive fees or premiums but generally is exposed to losses resulting from changes in the value of the underlying asset. Depending on the change in the value of the underlying asset, the potential for loss may be limitless. Derivative transactions may include elements of leverage and, accordingly, the fluctuation of the value of the derivative transaction in relation to the underlying asset may be magnified.
The use of these derivatives is subject to applicable regulations of the SEC, the several options and futures exchanges upon which they may be traded, and the Commodity Futures Trading Commission (CFTC). Nationwide Fund Advisors (NFA or the Adviser), with respect to its management and operation of the Fund has claimed an exclusion from the definition or the term commodity pool operator under the Commodity Exchange Act (CEA) and, therefore, is not subject to registration or regulation as a commodity pool operator under the CEA.
2
Special Risks of Derivative Instruments . The use of derivatives involves special considerations and risks as described below. Risks pertaining to particular instruments are described in the sections that follow.
(1) | Successful use of most derivatives depends upon the Funds subadvisers ability to predict movements of the overall securities and currency markets, which requires different skills than predicting changes in the prices of individual securities. There can be no assurance that any particular strategy adopted will succeed. |
(2) | There might be imperfect correlation, or even no correlation, between price movements of a derivative and price movements of the investments being hedged. For example, if the value of a derivative used in a short hedge (such as writing a call option, buying a put option, or selling a futures contract) increased by less than the decline in value of the hedged investment, the hedge would not be fully successful. Such a lack of correlation might occur due to factors unrelated to the value of the investments being hedged, such as speculative or other pressures on the markets in which these instruments are traded. The effectiveness of hedges using derivatives on indices will depend on the degree of correlation between price movements in the index and price movements in the investments being hedged, as well as how similar the index is to the portion of the Funds assets being hedged in terms of securities composition. |
(3) | Hedging strategies, if successful, can reduce the risk of loss by wholly or partially offsetting the negative effect of unfavorable price movements in the investments being hedged. However, hedging strategies also can reduce opportunity for gain by offsetting the positive effect of favorable price movements in the hedged investments. For example, if the Fund entered into a short hedge because the Funds subadviser projected a decline in the price of a security in the Funds portfolio, and the price of that security increased instead, the gain from that increase might be wholly or partially offset by a decline in the price of the derivative. Moreover, if the price of the derivative declines by more than the increase in the price of the security, the Fund could suffer a loss. |
(4) | As described below, the Fund might be required to maintain assets as cover, maintain segregated accounts, or make margin payments when it takes positions in these derivatives involving obligations to third parties (i.e., instruments other than purchased options). If the Fund were unable to close out its positions in such derivatives, it might be required to continue to maintain such assets or accounts or make such payments until the position expired or matured. The requirements might impair the Funds ability to sell a portfolio security or make an investment at a time when it would otherwise be favorable to do so, or require that the Fund sell a portfolio security at a disadvantageous time. The Funds ability to close out a position in a derivative prior to expiration or maturity depends on the existence of a liquid secondary market or, in the absence of such a market, the ability and willingness of the other party to the transaction (counterparty) to enter into a transaction closing out the position. Therefore, there is no assurance that any hedging position can be closed out at a time and price that is favorable to the Fund. |
For a discussion of the federal income tax treatment of the Funds derivative instruments, see ADDITIONAL GENERAL TAX INFORMATION FOR THE FUND in this SAI.
Options . The Fund may purchase or write put and call options on securities and indices, and may purchase options on foreign currencies, and enter into closing transactions with respect to such options to terminate an existing position. The purchase of call options serves as a long hedge, and the purchase of put options serves as a short hedge. Writing put or call options can enable the Fund to enhance income by reason of the premiums paid by the purchaser of such options. Writing call options serves as a limited short hedge because declines in the value of the hedged investment would be offset to the extent of the premium received for writing the option. However, if the security appreciates to a price higher than the exercise price of the call option, it can be expected that the option will be exercised, and the Fund will be obligated to sell the security at less than its market value or will be obligated to purchase the security at a price greater than that at which the security must be sold under the option. All or a portion of any assets used as cover for over-the-counter (OTC) options written by the Fund would be considered illiquid to the extent described under Restricted, Non-Publicly Traded and Illiquid Securities below. Writing put options serves as a limited long hedge because increases in the value of the hedged investment would be offset to the extent of the premium received for writing the option. However, if the security depreciates to a price lower than the exercise price of the put option, it can be expected that the put option will be exercised, and the Fund will be obligated to purchase the security at more than its market value.
3
The value of an option position will reflect, among other things, the historical price volatility of the underlying investment, the current market value of the underlying investment, the time remaining until expiration of the option, the relationship of the exercise price to the market price of the underlying investment, and general market conditions. Options that expire unexercised have no value. Options used by the Fund may include European-style options, which can be exercised only at expiration. This is in contrast to American-style options which can be exercised at any time prior to the expiration date of the option.
The Fund may effectively terminate its right or obligation under an option by entering into a closing transaction. For example, the Fund may terminate its obligation under a call or put option that it had written by purchasing an identical call or put option; this is known as a closing purchase transaction. Conversely, the Fund may terminate a position in a put or call option it had purchased by writing an identical put or call option; this is known as a closing sale transaction. Closing transactions permit the Fund to realize the profit or limit the loss on an option position prior to its exercise or expiration.
The Fund may purchase or write both OTC options and options traded on foreign and U.S. exchanges. Exchange-traded options are issued by a clearing organization affiliated with the exchange on which the option is listed that, in effect, guarantees completion of every exchange-traded option transaction. OTC options are contracts between the Fund and the counterparty (usually a securities dealer or a bank) with no clearing organization guarantee. Thus, when the Fund purchases or writes an OTC option, it relies on the counterparty to make or take delivery of the underlying investment upon exercise of the option. Failure by the counterparty to do so would result in the loss of any premium paid by the Fund as well as the loss of any expected benefit of the transaction.
The Funds ability to establish and close out positions in exchange-listed options depends on the existence of a liquid market. The Fund generally intends to purchase or write only those exchange-traded options for which there appears to be a liquid secondary market. However, there can be no assurance that such a market will exist at any particular time. Closing transactions can be made for OTC options only by negotiating directly with the counterparty, or by a transaction in the secondary market if any such market exists. Although the Fund will enter into OTC options only with counterparties that are expected to be capable of entering into closing transactions with the Fund, there is no assurance that such Fund will in fact be able to close out an OTC option at a favorable price prior to expiration. In the event of insolvency of the counterparty, the Fund might be unable to close out an OTC option position at any time prior to its expiration.
If the Fund is unable to effect a closing transaction for an option it had purchased, it would have to exercise the option to realize any profit. The inability to enter into a closing purchase transaction for a covered call option written by the Fund could cause material losses because the Fund would be unable to sell the investment used as a cover for the written option until the option expires or is exercised.
The Fund may engage in options transactions on indices in much the same manner as the options on securities discussed above, except that index options may serve as a hedge against overall fluctuations in the securities markets in general.
The writing and purchasing of options is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. Imperfect correlation between the options and securities markets may detract from the effectiveness of attempted hedging.
Transactions using OTC options (other than purchased options) expose the Fund to counterparty risk. To the extent required by SEC regulations and guidance, the Fund will not enter into any such transactions unless it owns either (1) an offsetting (covered) position in securities, other options, or futures or (2) cash and liquid obligations with a value sufficient at all times to cover its potential obligations to the extent not covered as provided in (1) above. The Fund also will earmark or set aside cash and/or appropriate liquid assets in a segregated custodial account if required to do so by SEC and CFTC regulations. Assets used as cover or held in a segregated account cannot be sold while the position in the corresponding option or futures contract is open, unless they are replaced with similar assets. As a result, the commitment of a large portion of the Funds assets to earmarking or segregated accounts as a cover could impede portfolio management or the Funds ability to meet redemption requests or other current obligations.
4
An interest rate option is an agreement with a counterparty giving the buyer the right but not the obligation to buy or sell one of an interest rate hedging vehicle (such as a Treasury future or interest rate swap) at a future date at a predetermined price. The option buyer would pay a premium at the inception of the agreement. An interest rate option can be used to actively manage the Funds interest rate risk with respect to either an individual bond or an overlay of the entire portfolio.
Spread Transactions . The Fund may purchase covered spread options from securities dealers. Such covered spread options are not presently exchange-listed or exchange-traded. The purchase of a spread option gives the Fund the right to put, or sell, a security that it owns at a fixed dollar spread or fixed yield spread in relationship to another security that the Fund does not own, but which is used as a benchmark. The risk to the Fund in purchasing covered spread options is the cost of the premium paid for the spread option and any transaction costs. In addition, there is no assurance that closing transactions will be available. The purchase of spread options will be used to protect the Fund against adverse changes in prevailing credit quality spreads, i.e., the yield spread between high-quality and lower-quality securities. Such protection is only provided during the life of the spread option.
Futures Contracts . The Fund may enter into futures contracts, including interest rate, index, and currency futures and purchase and write (sell) related options. The purchase of futures or call options thereon can serve as a long hedge, and the sale of futures or the purchase of put options thereon can serve as a short hedge. Writing covered call options on futures contracts can serve as a limited short hedge, and writing covered put options on futures contracts can serve as a limited long hedge, using a strategy similar to that used for writing covered options in securities. The Funds hedging may include purchases of futures as an offset against the effect of expected increases in securities prices or currency exchange rates and sales of futures as an offset against the effect of expected declines in securities prices or currency exchange rates. The Fund may write put options on futures contracts while at the same time purchasing call options on the same futures contracts in order to create synthetically a long futures contract position. Such options would have the same strike prices and expiration dates. The Fund will engage in this strategy only when the Funds subadviser(s) believes it is more advantageous to the Fund than purchasing the futures contract.
To the extent required by regulatory authorities, the Fund will enter only into futures contracts that are traded on U.S. or foreign exchanges or boards of trade approved by the CFTC and are standardized as to maturity date and underlying financial instrument. These transactions may be entered into for bona fide hedging purposes as defined in CFTC regulations and other permissible purposes including increasing return, substituting a position in a security, group of securities or an index, and hedging against changes in the value of portfolio securities due to anticipated changes in interest rates, currency values and/or market conditions. There is no overall limit on the percentage of the Funds assets that may be at risk with respect to futures activities. Although techniques other than sales and purchases of futures contracts could be used to obtain or reduce the Funds exposure to market, currency, or interest rate fluctuations, such Fund may be able to obtain or hedge its exposure more effectively and perhaps at a lower cost through using futures contracts.
A futures contract provides for the future sale by one party and purchase by another party of a specified amount of a specific financial instrument (e.g., debt security), asset or currency for a specified price at a designated date, time, and place. An index futures contract is an agreement pursuant to which the parties agree to take or make delivery of an amount of cash equal to a specified multiplier times the difference between the value of the index at the close of the last trading day of the contract and the price at which the index futures contract was originally written. Transaction costs are incurred when a futures contract is bought or sold and margin deposits must be maintained. A futures contract may be satisfied by delivery or purchase, as the case may be, of the instrument, the currency, or by payment of the change in the cash value of the index. More commonly, futures contracts are closed out prior to delivery by entering into an offsetting transaction in a matching futures contract. Although the value of an index might be a function of the value of certain specified securities, no physical delivery of those securities is made. If the offsetting purchase price is less than the original sale price, the Fund realizes a gain; if it is more, the Fund realizes a loss. Conversely, 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. The transaction costs must also be included in these calculations. There can be no assurance, however, that the Fund will be able to enter into an offsetting transaction with respect to a particular futures contract at a particular time. If the Fund is not able to enter into an offsetting transaction, the Fund will continue to be required to maintain the margin deposits on the futures contract.
5
No price is paid by the Fund upon entering into a futures contract. Instead, at the inception of a futures contract, the Fund is required to deposit with the futures broker or in a segregated account with its custodian, in the name of the futures broker through whom the transaction was effected, initial margin consisting of cash, U.S. government securities or other liquid obligations, in an amount generally equal to 10% or less of the contract value. Margin must also be deposited when writing a call or put option on a futures contract, in accordance with applicable exchange rules. Unlike margin in securities transactions, initial margin on futures contracts does not represent a borrowing, but rather is in the nature of a performance bond or good-faith deposit that is returned to the Fund at the termination of the transaction if all contractual obligations have been satisfied. Under certain circumstances, such as periods of high volatility, the Fund may be required by an exchange to increase the level of its initial margin payment, and initial margin requirements might be increased generally in the future by regulatory action.
Subsequent variation margin payments are made to and from the futures broker daily as the value of the futures position varies, a process known as marking to market. Variation margin does not involve borrowing, but rather represents a daily settlement of the Funds obligations to or from a futures broker. When the Fund purchases an option on a future, the premium paid plus transaction costs is all that is at risk. In contrast, when the Fund purchases or sells a futures contract or writes a call or put option thereon, it is subject to daily variation margin calls that could be substantial in the event of adverse price movements. If the Fund has insufficient cash to meet daily variation margin requirements, it might need to sell securities at a time when such sales are disadvantageous. Purchasers and sellers of futures positions and options on futures can enter into offsetting closing transactions by selling or purchasing, respectively, an instrument identical to the instrument held or written. Positions in futures and options on futures may be closed only on an exchange or board of trade on which they were entered into (or through a linked exchange). Although the Fund generally intends to enter into futures transactions only on exchanges or boards of trade where there appears to be an active market, there can be no assurance that such a market will exist for a particular contract at a particular time.
Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a future or option on a futures contract can vary from the previous days settlement price; once that limit is reached, no trades may be made that day at a price beyond the limit. Daily price limits do not limit potential losses because prices could move to the daily limit for several consecutive days with little or no trading, thereby preventing liquidation of unfavorable positions.
If the Fund were unable to liquidate a futures contract or option on a futures contract position due to the absence of a liquid secondary market or the imposition of price limits, it could incur substantial losses, because it would continue to be subject to market risk with respect to the position. In addition, except in the case of purchased options, the Fund would continue to be required to make daily variation margin payments and might be required to maintain the position being hedged by the future or option or to maintain cash or securities in a segregated account.
Certain characteristics of the futures market might increase the risk that movements in the prices of futures contracts or options on futures contracts might not correlate perfectly with movements in the prices of the investments being hedged. For example, all participants in the futures and options on futures contracts markets are subject to daily variation margin calls and might be compelled to liquidate futures or options on futures contracts positions whose prices are moving unfavorably to avoid being subject to further calls. These liquidations could increase price volatility of the instruments and distort the normal price relationship between the futures or options and the investments being hedged. Also, because initial margin deposit requirements in the futures markets are less onerous than margin requirements in the securities markets, there might be increased participation by speculators in the future markets. This participation also might cause temporary price distortions. In addition, activities of large traders in both the futures and securities markets involving arbitrage, program trading and other investment strategies might result in temporary price distortions.
An investment in a futures contract is subject to the risk of loss of the initial and variation margin in the event of bankruptcy of the futures commission merchant (FCM) with which the Fund has an open futures position. The Funds assets 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 the FCMs customers. If the FCM fails to 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
6
FCMs other customers, to satisfy its own obligations or the payment obligations of another customer to the central counterparty.
Indexed and Inverse Securities . The Fund may invest in securities the potential return of which is based on an index or interest rate. As an illustration, the Fund may invest in a debt security that pays interest based on the current value of an interest rate index, such as the prime rate. The Fund also may invest in a debt security that returns principal at maturity based on the level of a securities index or a basket of securities, or based on the relative changes of two indices. In addition, the Fund may invest in securities the potential return of which is based inversely on the change in an index or interest rate (that is, a security the value of which will move in the opposite direction of changes to an index or interest rate). For example, the Fund may invest in securities that pay a higher rate of interest when a particular index decreases and pay a lower rate of interest (or do not fully return principal) when the value of the index increases. If the Fund invests in such securities, it may be subject to reduced or eliminated interest payments or loss of principal in the event of an adverse movement in the relevant interest rate, index or indices. Indexed and inverse securities involve credit risk, and certain indexed and inverse securities may involve leverage risk, liquidity risk and currency risk. When used for hedging purposes, indexed and inverse securities involve correlation risk. (Furthermore, where such a security includes a contingent liability, in the event of an adverse movement in the underlying index or interest rate, the Fund may be required to pay substantial additional margin to maintain the position.)
Swap Agreements . The Fund may enter into securities index or security and currency exchange rate swap agreements for any lawful purpose consistent with the Funds investment objective, such as (but not limited to) for the purpose of attempting to obtain or preserve a particular desired return or spread at a lower cost to the Fund than if the Fund had invested directly in an instrument that yielded that desired return or spread. The Fund also may enter into swaps in order to protect against an increase in the price of, or the currency exchange rate applicable to, securities that the Fund anticipates purchasing at a later date. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from one or more days to several years. 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 at a particular interest rate, in a particular foreign currency, or in a basket of securities representing a particular index. Swap agreements may be negotiated bilaterally and traded OTC between the two parties (for an uncleared swap) or, with respect to swaps that have been designated by the CFTC for mandatory clearing (cleared swaps), through an FCM and cleared through a clearinghouse that serves as a central counterparty. See Uncleared Swaps and Cleared Swaps below for additional explanation of cleared and uncleared swaps. Swap agreements may include interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or cap; interest rate floors under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified level, or floor; and interest rate collars, under which a party sells a cap and purchases a floor, or vice versa, in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels. Total return swaps are contracts in which one party agrees to make payments of the total return from the underlying asset during the specified period, in return for payments equal to a fixed or floating rate of interest or the total return from another underlying asset. But see Swaps Regulation below.
The notional amount of the swap agreement is the agreed upon basis for calculating the obligations that the parties to a swap agreement have agreed to exchange. Under most swap agreements entered into by the Fund, the obligations of the parties would be exchanged on a net basis. Consequently, the Funds obligation (or rights) under a swap agreement generally will be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the net amount). The Funds obligation under a swap agreement will be accrued daily (offset against amounts owed to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by the maintenance of a segregated account consisting of cash or liquid assets. Moreover, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. The swaps market is largely unregulated.
Whether the Funds use of swap agreements will be successful in furthering its investment objective will depend, in part, on the Funds subadvisers ability to predict correctly whether certain types of investments are likely
7
to produce greater returns than other investments or otherwise replicate a particular benchmark index. Swap agreements may be considered to be illiquid and, therefore, subject to the Funds limitation on investments in illiquid securities. If a swap transaction is unusually large or if the underlying market is illiquid, the Fund may not be able to establish or liquidate a position at a favorable time or price, which may result in losses.
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 regulatory requirements on swaps and swap market participants. The regulatory framework includes: (1) registration and regulation of swap dealers and major swap participants; (2) central clearing and execution of standardized swaps; (3) margin requirements in swap transactions; (4) position limits and large trader reporting requirements; and (5) 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.
The Fund will enter uncleared swap agreements only with counterparties that the Funds subadviser reasonably believes are capable of performing under the swap agreements. If there is a default by the other party to such a transaction, the Fund will have to rely on its contractual remedies (which may be limited by bankruptcy, insolvency or similar laws) pursuant to the agreements related to the transaction.
Cleared swaps . Certain swaps have been designated by the CFTC for 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 for mandatory clearing, but it is expected that the CFTC will designate additional categories of swaps for mandatory clearing. Central clearing is intended to reduce counterparty credit risk and increase liquidity, but central clearing does not necessarily eliminate these risks and may involve additional risks not involved with uncleared swaps.
In a cleared swap, the Funds ultimate counterparty is a central clearinghouse rather than a brokerage firm, bank or other financial institution. The Fund may either execute a cleared swap through a swap execution facility or, where permitted, enter into a cleared swap 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 also may 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
8
margin is returned to the Fund. If the Fund has a gain, the full margin amount and the amount of the gain are each paid to the Fund.
Recently adopted CFTC rules require the trading and execution of certain cleared swaps on Swap Execution Facilities (SEFs) which are trading systems or platforms in which multiple participants have the ability to execute or trade swaps by accepting bids and offers made by multiple participants in the facility or system, through any means of interstate commerce. Moving trading to an exchange-type system may increase market transparency and liquidity but may require a Fund to incur increased expenses to access the same types of swaps that it has used in the past.
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 swaps 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 trader identities as intended.
Certain Internal Revenue Service 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 cleared swaps . As noted above, under recent financial reforms, 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 bilateral 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 also can 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.
Equity Swaps . The Fund may enter into equity swap contracts to invest in a market without owning or taking physical custody of securities in various circumstances, including circumstances where direct investment in the securities is restricted for legal reasons or is otherwise impracticable. Equity swaps also may be used for hedging purposes or to seek to increase total return. Until equity swaps are designated for central clearing, the counterparty to an equity swap contract will typically be a bank, investment banking firm or broker/dealer. Equity swap contracts may be structured in different ways. For example, a counterparty may agree to pay the Fund the amount, if any, by
9
which the notional amount of the equity swap contract would have increased in value had it been invested in the particular stocks (or an index of stocks), plus the dividends that would have been received on those stocks. In these cases, the Fund may agree to pay to the counterparty a floating rate of interest on the notional amount of the equity swap contract plus the amount, if any, by which that notional amount would have decreased in value had it been invested in such stocks. Therefore, the return to the Fund on the equity swap contract should be the gain or loss on the notional amount plus dividends on the stocks less the interest paid by the Fund on the notional amount. In other cases, the counterparty and the Fund may each agree to pay the other the difference between the relative investment performances that would have been achieved if the notional amount of the equity swap contract had been invested in different stocks (or indices of stocks).
The Fund generally will enter into equity swaps on a net basis, which means that the two payment streams are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two payments. Payments may be made at the conclusion of an equity swap contract or periodically during its term. Equity swaps normally do not involve the delivery of securities or other underlying assets. Accordingly, the risk of loss with respect to equity swaps is normally limited to the net amount of payments that the Fund is contractually obligated to make. If the other party to an equity swap defaults, the Funds risk of loss consists of the net amount of payments that the Fund is contractually entitled to receive, if any.
Hybrid Instruments . Hybrid instruments combine elements of derivative contracts with those of another security (typically a fixed-income security). All or a portion of the interest or principal payable on a hybrid security is determined by reference to changes in the price of an underlying asset or by reference to another benchmark (such as interest rates, currency exchange rates or indices). Hybrid instruments also include convertible securities with conversion terms related to an underlying asset or benchmark.
The risks of investing in hybrid instruments reflect a combination of the risks of investing in securities, options, futures and currencies, and depend upon the terms of the instrument. Thus, an investment in a hybrid instrument may entail significant risks in addition to those associated with traditional fixed-income or convertible securities. Hybrid instruments are also potentially more volatile and carry greater interest rate risks than traditional instruments. Moreover, depending on the structure of the particular hybrid, it may expose the Fund to leverage risks or carry liquidity risks.
Foreign Currency-Related Derivative Strategies - Special Considerations . The Fund may use futures and options on futures on foreign currencies and forward currency contracts to increase returns or to hedge against movements in the values of the foreign currencies in which the Funds securities are denominated. Currency contracts also may be purchased such that net exposure to an individual currency exceeds the value of the Funds securities that are denominated in that particular currency. The Fund may engage in currency exchange transactions to protect against uncertainty in the level of future exchange rates and also may engage in currency transactions to increase income and total return. Such currency hedges can protect against price movements in a security the Fund owns or intends to acquire that are attributable to changes in the value of the currency in which it is denominated. Such hedges do not, however, protect against price movements in the securities that are attributable to other causes. The Fund might seek to hedge against changes in the value of a particular currency when no hedging instruments on that currency are available or such hedging instruments are more expensive than certain other hedging instruments. In such cases, the Fund may hedge against price movements in that currency by entering into transactions using hedging instruments on another foreign currency or a basket of currencies, the values of which a subadviser believes will have a high degree of positive correlation to the value of the currency being hedged. The risk that movements in the price of the hedging instrument will not correlate perfectly with movements in the price of the currency being hedged is magnified when this strategy is used.
The value of derivative instruments on foreign currencies depends on the value of the underlying currency relative to the U.S. dollar. Because foreign currency transactions occurring in the interbank market might involve substantially larger amounts than those involved in the use of such hedging instruments, the Fund could be disadvantaged by having to deal in the odd lot market (generally consisting of transactions of less than $1 million) for the underlying foreign currencies at prices that are less favorable than for round lots.
There is no systematic reporting of last sale information for foreign currencies or any regulatory requirement that quotations available through dealers or other market sources be firm or revised on a timely basis.
10
Quotation information generally is representative of very large transactions in the interbank market and thus might not reflect odd-lot transactions where rates might be less favorable. The interbank market in foreign currencies is a global, round-the-clock market. To the extent the U.S. options or futures markets are closed while the markets for the underlying currencies remain open, significant price and rate movements might take place in the underlying markets that cannot be reflected in the markets for the derivative instruments until they reopen.
Settlement of derivative transactions involving foreign currencies might be required to take place within the country issuing the underlying currency. Thus, the Fund might be required to accept or make delivery of the underlying foreign currency in accordance with any U.S. or foreign regulations regarding the maintenance of foreign banking arrangements by U.S. residents and might be required to pay any fees, taxes and charges associated with such delivery assessed in the issuing country.
Permissible foreign currency options will include options traded primarily in the OTC market. Although options on foreign currencies are traded primarily in the OTC market, the Fund will normally purchase OTC options on foreign currency only when the Funds subadviser believes a liquid secondary market will exist for a particular option at any specific time.
Forward Currency Contracts . A forward currency contract involves an obligation to purchase or sell 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 entered into in the interbank market conducted directly between currency traders (usually large commercial banks) and their customers.
At or before the maturity of a forward currency contract, the Fund may either sell a portfolio security and make delivery of the currency, or retain the security and fully or partially offset its contractual obligation to deliver the currency by purchasing a second contract. If the Fund retains the portfolio security and engages in an offsetting transaction, the Fund, at the time of execution of the offsetting transaction, will incur a gain or a loss to the extent that movement has occurred in forward currency contract prices.
The precise matching of forward currency contract amounts and the value of the securities involved generally will not be possible because the value of such securities, measured in the foreign currency, will change after the foreign currency contract has been established. Thus, the Fund might need to purchase or sell foreign currencies in the spot (cash) market to the extent such foreign currencies are not covered by forward currency contracts. The projection of short-term currency market movements is extremely difficult, and the successful execution of a short-term hedging strategy is highly uncertain.
Markets for trading foreign forward currency contracts offer less protection against defaults than is available when trading in currency instruments on an exchange. Forward contracts are subject to the risk that the counterparty to such contract will default on its obligations. Since a forward foreign currency exchange contract is not guaranteed by an exchange or clearinghouse, a default on the contract would deprive the Fund of unrealized profits or the benefits of a currency hedge, impose transaction costs or force the Fund to cover its purchase or sale commitments, if any, at the current market price. In addition, the institutions that deal in forward currency contracts are not required to continue to make markets in the currencies they trade and these markets can experience periods of illiquidity. To the extent that a substantial portion of the Funds total assets, adjusted to reflect the Funds net position after giving effect to currency transactions, is denominated or quoted in currencies of foreign countries, the Fund will be more susceptible to the risk of adverse economic and political developments within those countries.
Currency Hedging . While the values of forward currency contracts, currency options, currency futures and options on futures may be expected to correlate with exchange rates, they will not reflect other factors that may affect the value of the Funds investments. A currency hedge, for example, should protect a Yen-denominated bond against a decline in the Yen, but will not protect the Fund against price decline if the issuers creditworthiness deteriorates. Because the value of the Funds investments denominated in foreign currencies will change in response to many factors other than exchange rates, a currency hedge may not be entirely successful in mitigating changes in the value of the Funds investments denominated in foreign currencies over time.
11
A decline in the dollar value of a foreign currency in which the Funds securities are denominated will reduce the dollar value of the securities, even if their value in the foreign currency remains constant. The use of currency hedges does not eliminate fluctuations in the underlying prices of the securities, but it does establish a rate of exchange that can be achieved in the future. In order to protect against such diminutions in the value of securities it holds, the Fund may purchase put options on the foreign currency. If the value of the currency does decline, the Fund will have the right to sell the currency for a fixed amount in dollars and will thereby offset, in whole or in part, the adverse effect on its securities that otherwise would have resulted. Conversely, if a rise in the dollar value of a currency in which securities to be acquired is denominated is projected, thereby potentially increasing the cost of the securities, the Fund may purchase call options on the particular currency. The purchase of these options could offset, at least partially, the effects of the adverse movements in exchange rates. Although currency hedges limit the risk of loss due to a decline in the value of a hedged currency, at the same time, they also limit any potential gain that might result should the value of the currency increase.
The Fund may enter into foreign currency exchange transactions to hedge its currency exposure in specific transactions or portfolio positions. Currency contracts also may be purchased such that net exposure to an individual currency exceeds the value of the Funds securities that are denominated in that particular currency. Transaction hedging is the purchase or sale of forward currency with respect to specific receivables or payables of the Fund generally accruing in connection with the purchase or sale of its portfolio securities. Position hedging is the sale of forward currency with respect to portfolio security positions. The Fund may not position hedge to an extent greater than the aggregate market value (at the time of making such sale) of the hedged securities.
Non-Deliverable Forwards . The Fund may, from time to time, engage in non-deliverable forward transactions to manage currency risk or to gain exposure to a currency without purchasing securities denominated in that currency. A non-deliverable forward is a transaction that represents an agreement between the Fund and a counterparty (usually a commercial bank) to buy or sell a specified (notional) amount of a particular currency at an agreed upon foreign exchange rate on an agreed upon future date. Unlike other currency transactions, there is no physical delivery of the currency on the settlement of a non-deliverable forward transaction. Rather, the Fund and the counterparty agree to net the settlement by making a payment in U.S. dollars or another fully convertible currency that represents any differential between the foreign exchange rate agreed upon at the inception of the non-deliverable forward agreement and the actual exchange rate on the agreed upon future date. Thus, the actual gain or loss of a given non-deliverable forward transaction is calculated by multiplying the transactions notional amount by the difference between the agreed upon forward exchange rate and the actual exchange rate when the transaction is completed.
When the Fund enters into a non-deliverable forward transaction, the Funds custodian will maintain segregated assets in an amount not less than the value of the Funds unrealized loss under such non-deliverable forward transaction. If the additional segregated assets decline in value or the amount of the Funds commitment increases because of changes in currency rates, additional cash or securities will be designated as segregated assets on a daily basis so that the value of the account will equal the amount of the Funds unrealized loss under the non-deliverable forward agreement.
Since the Fund generally may only close out a non-deliverable forward with the particular counterparty, there is a risk that the counterparty will default on its obligation under the agreement. If the counterparty defaults, the Fund will have contractual remedies pursuant to the agreement related to the transaction, but there is no assurance that contract counterparties will be able to meet their obligations pursuant to such agreements or that, in the event of a default, the Fund will succeed in pursuing contractual remedies. The Fund thus assumes the risk that it may be delayed or prevented from obtaining payments owed to it pursuant to non-deliverable forward transactions.
In addition, where the currency exchange rates that are the subject of a given non-deliverable forward transaction do not move in the direction or to the extent anticipated, the Fund could sustain losses on the non-deliverable forward transaction. The Funds investment in a particular non-deliverable forward transaction will be affected favorably or unfavorably by factors that affect the subject currencies, including economic, political and legal developments that impact the applicable countries, as well as exchange control regulations of the applicable countries. These risks are heightened when a non-deliverable forward transaction involves currencies of emerging market countries because such currencies can be volatile and there is a greater risk that such currencies will be devalued against the U.S. dollar or other currencies.
12
The SEC and CFTC consider non-deliverable forwards as swaps, and they are therefore included in the definition of commodity interests. Non-deliverable forwards have historically been traded in the OTC market. However, as swaps, non-deliverable forwards may become subject to central clearing and trading on public facilities. Currency and cross currency forwards that qualify as deliverable forwards are not regulated as swaps for most purposes, and thus are not deemed to be commodity interests. However, such forwards are subject to some requirements applicable to swaps, including reporting to swap data repositories, documentation requirements, and business conduct rules applicable to swap dealers. CFTC regulation of currency and cross currency forwards, especially non-deliverable forwards, may restrict a Funds ability to use these instruments in the manner described above or subject the investment adviser to CFTC registration and regulation as a commodity pool operator.
Foreign Commercial Paper . The Fund may invest in commercial paper which is indexed to certain specific foreign currency exchange rates. The terms of such commercial paper provide that its principal amount is adjusted upward or downward (but not below zero) at maturity to reflect changes in the exchange rate between two currencies while the obligation is outstanding. The Fund will purchase such commercial paper with the currency in which it is denominated and, at maturity, will receive interest and principal payments thereon in that currency, but the amount or principal payable by the issuer at maturity will change in proportion to the change (if any) in the exchange rate between two specified currencies between the date the instrument is issued and the date the instrument matures. While such commercial paper entails the risk of loss of principal, the potential for realizing gains as a result of changes in the foreign currency exchange rate enables the Fund to hedge or cross-hedge against a decline in the U.S. dollar value of investments denominated in foreign currencies while providing an attractive money market rate of return. The Fund will purchase such commercial paper either for hedging purposes or in order to seek investment gain. The Fund believes that such investments do not involve the creation of a senior security, but nevertheless will earmark or establish a segregated account with respect to its investments in this type of commercial paper and maintain in such account cash not available for investment or other liquid assets having a value equal to the aggregate principal amount of outstanding commercial paper of this type.
The SEC has recently proposed a new rule which, if adopted, would replace current SEC and staff guidance with respect to asset segregation requirements for derivatives and other instruments such as reverse repurchase agreements, short sales, firm or standby commitment agreements and similar agreements. While it is not possible to fully predict the effects of the proposed regulation, the investment adviser will continue to monitor developments as they apply to the Fund.
Foreign Securities
The Fund may invest in securities of issuers located outside the United States. A fund that invests in foreign securities offers the potential for more diversification than a fund that invests only in the United States because securities traded on foreign markets have often (though not always) performed differently from securities traded in the United States. However, such investments often involve risks not present in U.S. investments that can increase the chances that the Fund will lose money. In particular, the Fund is subject to the risk that, because there are generally fewer investors on foreign exchanges and a smaller number of shares traded each day, it may be difficult for the Fund to buy and sell securities on those exchanges. In addition, prices of foreign securities may fluctuate more than prices of securities traded in the United States. Investments in foreign markets also may be adversely affected by governmental actions such as the imposition of punitive taxes. In addition, the governments of certain countries may prohibit or impose substantial restrictions on foreign investing in their capital markets or in certain industries. Any of these actions could severely affect security prices, impair the Funds ability to purchase or sell foreign securities or transfer the Funds assets or income back into the United States, or otherwise adversely affect the Funds operations. Other potential foreign market risks include changes in foreign currency exchange rates, exchange controls, difficulties in pricing securities, defaults on foreign government securities, difficulties in enforcing favorable legal judgments in foreign courts, and political and social instability. Legal remedies available to investors in certain foreign countries may be less extensive than those available to investors in the United States or other foreign countries. Dividends or interest on, or proceeds from the sale of, foreign securities may be subject to foreign withholding taxes.
Regional Risk . Adverse conditions in a certain region can adversely affect securities of issuers in other countries whose economies appear to be unrelated. To the extent that the Fund invests a significant portion of its
13
assets in a specific geographic region, the Fund generally will have more exposure to regional economic risks. In the event of economic or political turmoil or a deterioration of diplomatic relations in a region or country where a substantial portion of the Funds assets are invested, the Fund may experience substantial illiquidity.
Eurozone-Related Risk . A number of countries in the European Union (the EU) have experienced, and may continue to experience, severe economic and financial difficulties. Additional EU member countries may also fall subject to such difficulties. These events could negatively affect the value and liquidity of the Funds investments in euro-denominated securities and derivatives contracts, as well as securities of issuers located in the EU or with significant exposure to EU issuers or countries. If the euro is dissolved entirely, the legal and contractual consequences for holders of euro-denominated obligations and derivative contracts would be determined by laws in effect at such time. Such investments may continue to be held, or purchased, to the extent consistent with the Funds investment objective and permitted under applicable law. These potential developments, or market perceptions concerning these and related issues, could adversely affect the value of the Funds shares.
Certain countries in the EU have had to accept assistance from supra-governmental agencies such as the International Monetary Fund, the European Stability Mechanism, or other supra-governmental agencies. The European Central Bank has also been intervening to purchase Eurozone debt in an attempt to stabilize markets and reduce borrowing costs. There can be no assurance that these agencies will continue to intervene or provide further assistance, and markets may react adversely to any expected reduction in the financial support provided by these agencies. Responses to the financial problems by European governments, central banks, and others, including austerity measures and reforms, may not work, may result in social unrest, and may limit future growth and economic recovery or have other unintended consequences.
In addition, one or more countries may abandon the euro and/or withdraw from the EU. The impact of these actions, especially if they occur in a disorderly fashion, could be significant and far-reaching. In June 2016, the United Kingdom (the UK) approved a referendum to leave the EU, commonly referred to as Brexit, which sparked depreciation in the value of the British pound, short-term declines in global stock markets, and heightened risk of continued worldwide economic volatility. As a result of Brexit, there is considerable uncertainty as to the arrangements that will apply to the U.K.s relationship with the EU and other countries leading up to, and following, its withdrawal. This long-term uncertainty may affect other countries in the EU and elsewhere. Further, the UKs departure from the EU may cause volatility within the EU, triggering prolonged economic downturns in certain European countries or sparking additional member states to contemplate departing the EU. In addition, Brexit can create actual or perceived additional economic stresses for the UK, including potential for decreased trade, capital outflows, devaluation of the British pound, wider corporate bond spreads due to uncertainty, and possible declines in business and consumer spending, as well as foreign direct investment.
Foreign Economy Risk . The economies of certain foreign markets often do not compare favorably with that of the United States with respect to such issues as growth of gross national product, reinvestment of capital, resources, and balance of payments position. Certain such economies may rely heavily on particular industries or foreign capital and are more vulnerable to diplomatic developments, the imposition of economic sanctions against a particular country or countries, changes in international trading patterns, trade barriers, and other protectionist or retaliatory measures.
Currency Risk and Exchange Risk . The Fund may invest in securities denominated or quoted in currencies other than the U.S. dollar. In such case, changes in foreign currency exchange rates will affect the value of the Funds portfolio. Generally, when the U.S. dollar rises in value against a foreign currency, a security denominated in that currency loses value because the currency is worth fewer U.S. dollars. Conversely, when the U.S. dollar decreases in value against a foreign currency, a security denominated in that currency gains value because the currency is worth more U.S. dollars. This risk, generally known as currency risk, means that a stronger U.S. dollar will reduce returns for U.S. investors while a weak U.S. dollar will increase those returns.
Governmental Supervision and Regulation/Accounting Standards . Many foreign governments supervise and regulate stock exchanges, brokers and the sale of securities less than does the United States. Some countries may not have laws to protect investors comparable to the U.S. securities laws. For example, some foreign countries may have no laws or rules against insider trading. Insider trading occurs when a person buys or sells a companys securities based on nonpublic information about that company. Accounting standards in other countries are not
14
necessarily the same as in the United States. If the accounting standards in another country do not require as much detail as U.S. accounting standards, it may be harder for Fund management to completely and accurately determine a companys financial condition. In addition, the U.S. government has from time to time in the past imposed restrictions, through penalties and otherwise, on foreign investments by U.S. investors such as the Fund. If such restrictions should be reinstituted, it might become necessary for the Fund to invest all or substantially all of its assets in U.S. securities.
Certain Risks of Holding Fund Assets Outside the United States . The Fund generally holds its foreign securities and cash in foreign banks and securities depositories. Some foreign banks and securities depositories may be recently organized or new to the foreign custody business. In addition, there may be limited or no regulatory oversight over their operations. Also, the laws of certain countries may put limits on the Funds ability to recover its assets if a foreign bank or depository or issuer of a security or any of their agents goes bankrupt. In addition, it is often more expensive for the Fund to buy, sell and hold securities in certain foreign markets than in the United States. The increased expense of investing in foreign markets reduces the amount the Fund can earn on its investments and typically results in a higher operating expense ratio for the Fund as compared to investment companies that invest only in the United States.
Settlement Risk . Settlement and clearance procedures in certain foreign markets differ significantly from those in the United States. Foreign settlement procedures and trade regulations also may involve certain risks (such as delays in payment for or delivery of securities) not typically generated by the settlement of U.S. investments. Communications between the United States and emerging market countries may be unreliable, increasing the risk of delayed settlements or losses of security certificates in markets that still rely on physical settlement. Settlements in certain foreign countries at times have not kept pace with the number of securities transactions; these problems may make it difficult for the Fund to carry out transactions. If the Fund cannot settle or is delayed in settling a purchase of securities, it may miss attractive investment opportunities and certain of its assets may be uninvested with no return earned thereon for some period. If the Fund cannot settle or is delayed in settling a sale of securities, it may lose money if the value of the security then declines or, if it has contracted to sell the security to another party, the Fund could be liable to that party for any losses incurred.
Investment in Emerging Markets . The Fund may invest in the securities of issuers domiciled in various countries with emerging capital markets. Emerging market countries are developing and low- or middle-income countries. Emerging market countries may be found in regions such as Asia, Latin America, Eastern Europe, the Middle East and Africa.
Investments in the securities of issuers domiciled in countries with emerging capital markets involve certain additional risks that do not generally apply to investments in securities of issuers in more developed capital markets, such as: (i) low or non-existent trading volume, resulting in a lack of liquidity and increased volatility in prices for such securities, as compared to securities of comparable issuers in more developed capital markets; (ii) uncertain national policies and social, political and economic instability, increasing the potential for expropriation of assets, confiscatory taxation, high rates of inflation or unfavorable diplomatic developments; (iii) possible fluctuations in exchange rates, differing legal systems and the existence or possible imposition of exchange controls, custodial restrictions or other foreign or U.S. governmental laws or restrictions applicable to such investments; (iv) national policies that may limit the Funds investment opportunities such as restrictions on investment in issuers or industries deemed sensitive to national interests; and (v) the lack or relatively early development of legal structures governing private and foreign investments and private property. In addition to withholding taxes on investment income, some countries with emerging markets may impose different capital gains taxes on foreign investors.
Emerging capital markets are developing in a dynamic political and economic environment brought about by events over recent years that have reshaped political boundaries and traditional ideologies. In such a dynamic environment, there can be no assurance that any or all of these capital markets will continue to present viable investment opportunities for the Fund. In the past, governments of such nations have expropriated substantial amounts of private property, and most claims of the property owners have never been fully settled. There is no assurance that such expropriations will not reoccur. In such an event, it is possible that the Fund could lose the entire value of its investments in the affected market.
15
Also, there may be less publicly available information about issuers in emerging markets than would be available about issuers in more developed capital markets, and such issuers may not be subject to accounting, auditing and financial reporting standards and requirements comparable to those to which U.S. companies are subject. In certain countries with emerging capital markets, reporting standards vary widely. As a result, traditional investment measurements used in the United States, such as price/earnings ratios, may not be applicable. Emerging market securities may be substantially less liquid and more volatile than those of mature markets, and company shares may be held by a limited number of persons. This may adversely affect the timing and pricing of the Funds acquisition or disposal of securities.
Practices in relation to settlement of securities transactions in emerging markets involve higher risks than those in developed markets, in part because the Fund will need to use brokers and counterparties that are less well capitalized, and custody and registration of assets in some countries may be unreliable. The possibility of fraud, negligence, undue influence being exerted by the issuer or refusal to recognize ownership exists in some emerging markets, and, along with other factors, could result in ownership registration being completely lost. The Fund would absorb any loss resulting from such registration problems and may have no successful claim for compensation.
Investment in Frontier Markets . Frontier market countries generally have smaller economies and less developed capital markets than traditional emerging markets, and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries. The economies of frontier market countries are less correlated to global economic cycles than those of their more developed counterparts and their markets have low trading volumes and the potential for extreme price volatility and illiquidity. This volatility may be further heightened by the actions of a few major investors. For example, a substantial increase or decrease in cash flows of mutual funds investing in these markets could significantly affect local stock prices and, therefore, the price of Fund shares. These factors make investing in frontier market countries significantly riskier than in other countries and any one of them could cause the price of the Funds shares to decline.
Governments of many frontier market countries in which the Fund may invest may exercise substantial influence over many aspects of the private sector. In some cases, the governments of such frontier market countries may own or control certain companies. Accordingly, government actions could have a significant effect on economic conditions in a frontier market country and on market conditions, prices and yields of securities in the Funds portfolio. Moreover, the economies of frontier market countries may be heavily dependent upon international trade and, accordingly, have been and may continue to be, adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also have been and may continue to be adversely affected by economic conditions in the countries with which they trade.
Investment in equity securities of issuers operating in certain frontier market countries may be restricted or controlled to varying degrees. These restrictions or controls may at times limit or preclude foreign investment in equity securities of issuers operating in certain frontier market countries and increase the costs and expenses of the Fund. Certain frontier market countries require governmental approval prior to investments by foreign persons, limit the amount of investment by foreign persons in a particular issuer, limit the investment by foreign persons only to a specific class of securities of an issuer that may have less advantageous rights than the classes available for purchase by domiciliaries of the countries and/or impose additional taxes on foreign investors. Certain frontier market countries may also restrict investment opportunities in issuers in industries deemed important to national interests.
Frontier market countries may require governmental approval for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors, such as the Fund. In addition, if deterioration occurs in a frontier market countrys balance of payments, the country could impose temporary restrictions on foreign capital remittances. The Fund could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation of capital, as well as by the application to the Fund of any restrictions on investments. Investing in local markets in frontier market countries may require the Fund to adopt special procedures, seek local government approvals or take other actions, each of which may involve additional costs to the Fund.
In addition, investing in frontier markets includes the risk of share blocking. Share blocking refers to a practice, in certain foreign markets, where voting rights related to an issuers securities are predicated on these
16
securities being blocked from trading at the custodian or sub-custodian level, for a period of time around a shareholder meeting. These restrictions have the effect of prohibiting securities to potentially be voted (or having been voted), from trading within a specified number of days before, and in certain instances, after the shareholder meeting. Share blocking may prevent the Fund from buying or selling securities for a period of time. During the time that shares are blocked, trades in such securities will not settle. The specific practices may vary by market and the blocking period can last from a day to several weeks, typically terminating on a date established at the discretion of the issuer. Once blocked, the only manner in which to remove the block would be to withdraw a previously cast vote, or to abstain from voting all together. The process for having a blocking restriction lifted can be very difficult with the particular requirements varying widely by country. In certain countries, the block cannot be removed.
There may be no centralized securities exchange on which securities are traded in frontier market countries. Also, securities laws in many frontier market countries are relatively new and unsettled. Therefore, laws regarding foreign investment in frontier market securities, securities regulation, title to securities, and shareholder rights may change quickly and unpredictably.
The frontier market countries in which the Fund invests may become subject to sanctions or embargoes imposed by the U.S. government and the United Nations. The value of the securities issued by companies that operate in, or have dealings with these countries may be negatively impacted by any such sanction or embargo and may reduce the Funds returns. Banks in frontier market countries used to hold the Funds securities and other assets in that country may lack the same operating experience as banks in developed markets. In addition, in certain countries there may be legal restrictions or limitations on the ability of the Fund to recover assets held by a foreign bank in the event of the bankruptcy of the bank. Settlement systems in frontier markets may be less well organized than in the developed markets. As a result, there is greater risk than in developed countries that settlement will take longer and that cash or securities of the Fund may be in jeopardy because of failures of or defects in the settlement systems.
Restrictions on Certain Investments . A number of publicly traded closed-end investment companies have been organized to facilitate indirect foreign investment in developing countries, and certain of such countries, such as Thailand, South Korea, Chile and Brazil, specifically have authorized such funds. Also, there are investment opportunities in certain of such countries in pooled vehicles that resemble open-end investment companies. In accordance with the 1940 Act, the Fund may invest up to 10% of its total assets in securities of other investment companies, not more than 5% of which may be invested in any one such company. In addition, under the 1940 Act, the Fund may not own more than 3% of the total outstanding voting stock of any investment company. These restrictions on investments in securities of investment companies may limit opportunities for the Fund to invest indirectly in certain developing countries. Shares of certain investment companies may at times be acquired only at market prices representing premiums to their net asset values. If the Fund acquires shares of other investment companies, shareholders would bear both their proportionate share of expenses of the Fund (including management and advisory fees) and, indirectly, the expenses of such other investment companies.
Depositary Receipts . The Fund may invest in foreign securities by purchasing depositary receipts, including American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), Global Depositary Receipts (GDRs) and non-voting depositary receipts (NVDRs) or other securities convertible into securities of issuers based in foreign countries. These securities may not necessarily be denominated in the same currency as the securities into which they may be converted. Generally, ADRs, in registered form, are denominated in U.S. dollars and are designed for use in the U.S. securities markets, GDRs, in bearer form, are issued and designed for use outside the United States and EDRs (also referred to as Continental Depositary Receipts (CDRs)), in bearer form, may be denominated in other currencies and are designed for use in European securities markets. ADRs are receipts typically issued by a U.S. bank or trust company evidencing ownership of the underlying securities. EDRs are European receipts evidencing a similar arrangement. GDRs are receipts typically issued by non-U.S. banks and trust companies that evidence ownership of either foreign or domestic securities. For purposes of the Funds investment policies, ADRs, GDRs, EDRs and NVDRs are deemed to have the same classification as the underlying securities they represent. Thus, an ADR, GDR, EDR or NVDR representing ownership of common stock will be treated as common stock.
17
The Fund may invest in depositary receipts through sponsored or unsponsored facilities. While ADRs issued under these two types of facilities are in some respects similar, there are distinctions between them relating to the rights and obligations of ADR holders and the practices of market participants.
A depositary may establish an unsponsored facility without participation by (or even necessarily the acquiescence of) the issuer of the deposited securities, although typically the depositary requests a letter of non-objection from such issuer prior to the establishment of the facility. Holders of unsponsored ADRs generally bear all the costs of such facilities. The depositary usually charges fees upon the deposit and withdrawal of the deposited securities, the conversion of dividends into U.S. dollars, the disposition of non-cash distributions, and the performance of other services. The depositary of an unsponsored facility frequently is under no obligation to pass through voting rights to ADR holders in respect of the deposited securities. In addition, an unsponsored facility is generally not obligated to distribute communications received from the issuer of the deposited securities or to disclose material information about such issuer in the U.S. and thus there may not be a correlation between such information and the market value of the depositary receipts. Unsponsored ADRs tend to be less liquid than sponsored ADRs.
Sponsored ADR facilities are created in generally the same manner as unsponsored facilities, except that the issuer of the deposited securities enters into a deposit agreement with the depositary. The deposit agreement sets out the rights and responsibilities of the issuer, the depositary, and the ADR holders. With sponsored facilities, the issuer of the deposited securities generally will bear some of the costs relating to the facility (such as dividend payment fees of the depositary), although ADR holders continue to bear certain other costs (such as deposit and withdrawal fees). Under the terms of most sponsored arrangements, depositaries agree to distribute notices of shareholder meetings and voting instructions, and to provide shareholder communications and other information to the ADR holders at the request of the issuer of the deposited securities.
Interfund Borrowing and Lending Program
Pursuant to an exemptive order issued by the SEC dated June 13, 2016, the Fund may lend money to, and borrow money for temporary purposes from, other funds advised by the Funds investment adviser, NFA. Generally the Fund will borrow money through the program only when the costs are equal to or lower than the cost of bank loans. Interfund borrowings can have a maximum duration of seven days. Loans may be called on one days notice. There is no assurance that the Fund will be able to borrow or to lend under the program at any time, and the Fund may have to borrow from a bank at a higher interest rate if an interfund loan is unavailable, called, or not renewed.
Lending Portfolio Securities
The Fund may lend its portfolio securities to brokers, dealers and other financial institutions, provided it receives collateral, with respect to each loan of U.S. securities, equal to at least 102% of the value of the portfolio securities loaned, and, with respect to each loan of non-U.S. securities, collateral of at least 105% of the value of the portfolio securities loaned, and at all times thereafter shall require the borrower to mark-to-market such collateral on a daily basis so that the market value of such collateral does not fall below 100% of the market value of the portfolio securities so loaned. By lending its portfolio securities, the Fund can increase its income through the investment of the collateral. For the purposes of this policy, the Fund considers collateral consisting of cash, U.S. government securities or letters of credit issued by banks whose securities meet the standards for investment by the Fund to be the equivalent of cash. From time to time, the Fund may return to the borrower or a third party which is unaffiliated with it, and which is acting as a placing broker, a part of the interest earned from the investment of collateral received for securities loaned.
The SEC currently requires that the following conditions be met whenever portfolio securities are loaned: (1) the Fund must receive from the borrower collateral equal to at least 100% of the value of the portfolio securities loaned; (2) the borrower must increase such collateral whenever the market value of the securities loaned rises above the level of such collateral; (3) the Fund must be able to terminate the loan at any time; (4) the Fund must receive reasonable interest on the loan, as well as any dividends, interest or other distributions payable on the loaned securities, and any increase in market value; (5) the Fund may pay only reasonable custodian fees in connection with the loan; and (6) while any voting rights on the loaned securities may pass to the borrower, the Funds Board of Trustees must be able to terminate the loan and regain the right to vote the securities if a material event adversely
18
affecting the investment occurs. In addition, the Fund may not have on loan securities representing more than one-third of its total assets at any given time. The collateral that the Fund receives may be included in calculating the Funds total assets. The Fund generally will not seek to vote proxies relating to the securities on loan, unless it is in the best interest of the Fund to do so. In addition, the Fund may not have on loan securities representing more than one-third of its total assets at any given time. The collateral that the Fund receives may be included in calculating the Funds total assets. These conditions may be subject to future modification. Loan agreements involve certain risks in the event of default or insolvency of the other party including possible delays or restrictions upon the Funds ability to recover the loaned securities or dispose of the collateral for the loan.
Investment of Securities Lending Collateral . The cash collateral received from a borrower as a result of the Funds securities lending activities will be used to purchase both fixed-income securities and securities of other issuers with debt-like characteristics that are rated A1 or P1 on a fixed-rate or floating-rate basis, including: bank obligations; commercial paper; investment agreements, funding agreements, or guaranteed investment contracts entered into with, or guaranteed by an insurance company; loan participations; master notes; medium-term notes; repurchase agreements; and U.S. government securities. Except for the investment agreements, funding agreements or guaranteed investment contracts guaranteed by an insurance company, master notes, and medium-term notes (which are described below), these types of investments are described elsewhere in the SAI. Collateral also may be invested in a money market mutual fund or short-term collective investment trust.
Investment agreements, funding agreements, or guaranteed investment contracts entered into with, or guaranteed by an insurance company are agreements, in which an insurance company either provides for the investment of the Funds assets or provides for a minimum guaranteed rate of return to the investor.
Master notes are promissory notes issued usually with large, creditworthy broker-dealers on either a fixed-rate or floating-rate basis. Master notes may or may not be collateralized by underlying securities. If the master note is issued by an unrated subsidiary of a broker-dealer, then an unconditional guarantee is provided by the issuers parent.
Medium-term notes are unsecured, continuously offered corporate debt obligations. Although medium-term notes may be offered with a maturity from one to 10 years, in the context of securities lending collateral, the maturity of the medium-term note will not generally exceed two years.
Money Market Instruments
Money market instruments in which the Fund may invest may include the following types of instruments:
| obligations issued or guaranteed as to interest and principal by the U.S. government, its agencies, or instrumentalities, or any federally chartered corporation, with remaining maturities of 397 days or less; |
| obligations of sovereign foreign governments, their agencies, instrumentalities and political subdivisions, with remaining maturities of 397 days or less; |
| obligations of municipalities and states, their agencies and political subdivisions with remaining maturities of 397 days or less; |
| high-quality asset-backed commercial paper; |
| repurchase agreements; |
| bank or savings and loan obligations; |
| high-quality commercial paper (including asset-backed commercial paper), which are short-term unsecured promissory notes issued by corporations in order to finance their current operations. It also may be issued by foreign issuers, such as foreign governments, states and municipalities; |
| high-quality bank loan participation agreements representing obligations of corporations at the date of investment, and under which the Fund will look to the creditworthiness of the lender bank, which is obligated to make payments of principal and interest on the loan, as well as to creditworthiness of the borrower; |
| high-quality short-term (maturity in 397 days or less) corporate obligations; |
| certain variable-rate and floating-rate securities with maturities longer than 397 days, but which are subject to interest rate resetting provisions and demand features within 397 days; |
19
| extendable commercial notes, which differ from traditional commercial paper because the issuer can extend the maturity of the note up to 397 days with the option to call the note any time during the extension period. Because extension will occur when the issuer does not have other viable options for lending, these notes may be considered illiquid, particularly during the extension period; and |
| unrated short-term (maturing in 397 days or less) debt obligations that are determined by the Funds subadviser(s) to be of comparable quality to the securities described above. |
Bank Obligations . Bank obligations include certificates of deposit, bankers acceptances and fixed time deposits. A certificate of deposit is a short-term negotiable certificate issued by a commercial bank against funds deposited in the bank and is either interest-bearing or purchased on a discount basis. A bankers acceptance is a short-term draft drawn on a commercial bank by a borrower, usually in connection with an international commercial transaction. The borrower is liable for payment as is the bank, which unconditionally guarantees to pay the draft at its face amount on the maturity date. Fixed time deposits are obligations of branches of U.S. banks or foreign banks which are payable at a stated maturity date and bear a fixed rate of interest. Although fixed time deposits do not have a market, there are no contractual restrictions on the right to transfer a beneficial interest in the deposit to a third party.
Bank obligations may be general obligations of the parent bank or may be limited to the issuing branch by the terms of the specific obligations or by government regulation. Bank obligations may be issued by domestic banks (including their branches located outside the United States), domestic and foreign branches of foreign banks and savings and loan associations.
Eurodollar and Yankee Obligations . Eurodollar bank obligations are dollar-denominated certificates of deposit and time deposits issued outside the U.S. capital markets by foreign branches of U.S. banks and by foreign banks. Yankee bank obligations are dollar-denominated obligations issued in the U.S. capital markets by foreign banks.
Eurodollar and Yankee bank obligations are subject to the same risks that pertain to domestic issues, notably credit risk, market risk and liquidity risk. Additionally, Eurodollar (and to a limited extent, Yankee) bank obligations are subject to certain sovereign risks and other risks associated with foreign investments. One such risk is the possibility that a sovereign country might prevent capital, in the form of dollars, from flowing across their borders. Other risks include: adverse political and economic developments; the extent and quality of government regulation of financial markets and institutions; the imposition of foreign withholding taxes; and the expropriation or nationalization of foreign issues. However, Eurodollar and Yankee bank obligations held in the Fund will undergo the same credit analysis as domestic issuers in which the Fund invests, and will have at least the same financial strength as the domestic issuers approved for the Fund.
Operational and Technology Risk/Cyber Security Risk
The Fund, its service providers, and other market participants depend on complex information technology and communications systems to conduct business functions. These systems are subject to a number of different threats or risks that could adversely affect the Fund and its shareholders, despite the efforts of the Fund and its service providers to adopt technologies, processes, and practices intended to mitigate these risks.
For example, the Fund, and its service providers, may be susceptible to operational and information security risks resulting from cyber incidents. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber attacks include, but are not limited to, gaining unauthorized access to digital systems (e.g., through hacking or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber attacks also may be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). Cyber security failures or breaches by the Funds adviser, and other service providers (including, but not limited to, Fund accountants, custodians, subadvisers, transfer agents and administrators), and the issuers of securities in which the Fund invests, have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Funds ability to calculate its net asset value, impediments to trading, the inability of Fund shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other
20
compensation costs, or additional compliance costs. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future. While the Fund and its service providers have established business continuity plans in the event of, and systems designed to reduce the risks associated with, such cyber attacks, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified.
In addition, power or communications outages, acts of God, information technology equipment malfunctions, operational errors, and inaccuracies within software or data processing systems may also disrupt business operations or impact critical data. Market events also may trigger a volume of transactions that overloads current information technology and communication systems and processes, impacting the ability to conduct the Funds operations.
The Fund cannot control the cyber security plans and systems put in place by service providers to the Fund and issuers in which the Fund invests. The Fund and its shareholders could be negatively impacted as a result.
Preferred Stocks and Convertible Securities
Preferred stocks, like many debt obligations, generally are fixed-income securities. Shareholders of preferred stocks normally have the right to receive dividends at a fixed rate when and as declared by the issuers board of directors, but do not participate in other amounts available for distribution by the issuing corporation. In some countries, dividends on preferred stocks may be variable, rather than fixed. Dividends on the preferred stock may be cumulative, and all cumulative dividends usually must be paid prior to common shareholders of common stock receiving any dividends. Because preferred stock dividends must be paid before common stock dividends, preferred stocks generally entail less risk than common stocks. Upon liquidation, preferred stocks are entitled to a specified liquidation preference, which is generally the same as the par or stated value, and are senior in right of payment to common stock. Preferred stocks are, however, equity securities in the sense that they do not represent a liability of the issuer and, therefore, do not offer as great a degree of protection of capital or assurance of continued income as investments in corporate debt securities. Preferred stocks generally are subordinated in right of payment to all debt obligations and creditors of the issuer, and convertible preferred stocks may be subordinated to other preferred stock of the same issuer.
Convertible securities are bonds, debentures, notes, preferred stocks, or other securities that may be converted into or exchanged for a specified amount of common stock of the same or a different issuer within a particular period of time at a specified price or formula. Convertible securities have general characteristics similar to both debt obligations and equity securities. The value of a convertible security is a function of its investment value (determined by its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege) and its conversion value (the securitys worth, at market value, if converted into the underlying common stock). The investment value of a convertible security is influenced by changes in interest rates, the credit standing of the issuer and other factors. The market value of convertible securities tends to decline as interest rates increase and, conversely, tends to increase as interest rates decline. The conversion value of a convertible security is determined by the market price of the underlying common stock. The market value of convertible securities tends to vary with fluctuations in the market value of the underlying common stock and therefore will react to variations in the general market for equity securities. If the conversion value is low relative to the investment value, the price of the convertible security is governed principally by its investment value. Generally, the conversion value decreases as the convertible security approaches maturity. To the extent the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be increasingly influenced by its conversion value. A convertible security generally will sell at a premium over its conversion value by the extent to which investors place value on the right to acquire the underlying common stock while holding a fixed-income security. While no securities investments are without risk, investments in convertible securities generally entail less risk than investments in common stock of the same issuer.
A convertible security entitles the holder to receive interest normally paid or accrued on debt or the dividend paid on preferred stock until the convertible security matures or is redeemed, converted, or exchanged. Convertible securities have unique investment characteristics in that they generally (i) have higher yields than common stocks, but lower yields than comparable non-convertible securities, (ii) are less subject to fluctuation in value than the underlying stock since they have fixed-income characteristics, and (iii) provide the potential for capital appreciation if the market price of the underlying common stock increases. Most convertible securities
21
currently are issued by U.S. companies, although a substantial eurodollar convertible securities market has developed, and the markets for convertible securities denominated in local currencies are increasing.
A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible securitys governing instrument. If a convertible security held by the Fund is called for redemption, the Fund will be required to permit the issuer to redeem the security, convert it into the underlying common stock, or sell it to a third party.
Convertible securities generally are subordinated to other similar but non-convertible securities of the same issuer, although convertible bonds, as corporate debt obligations, generally enjoy seniority in right of payment to all equity securities, and convertible preferred stock is senior to common stock of the same issuer. Because of the subordination feature, however, some convertible securities typically are rated below investment grade or are not rated, depending on the general creditworthiness of the issuer.
The Fund may invest in convertible preferred stocks that offer enhanced yield features, such as Preferred Equity Redemption Cumulative Stocks (PERCS), which provide an investor, such as the Fund, with the opportunity to earn higher dividend income than is available on a companys common stock. PERCS are preferred stocks that generally feature a mandatory conversion date, as well as a capital appreciation limit, which is usually expressed in terms of a stated price. Most PERCS expire three years from the date of issue, at which time they are convertible into common stock of the issuer. PERCS generally are not convertible into cash at maturity. Under a typical arrangement, after three years PERCS convert into one share of the issuers common stock if the issuers common stock is trading at a price below that set by the capital appreciation limit, and into less than one full share if the issuers common stock is trading at a price above that set by the capital appreciation limit. The amount of that fractional share of common stock is determined by dividing the price set by the capital appreciation limit by the market price of the issuers common stock. PERCS can be called at any time prior to maturity, and hence do not provide call protection. If called early, however, the issuer must pay a call premium over the market price to the investor. This call premium declines at a preset rate daily, up to the maturity date.
The Fund also may invest in other classes of enhanced convertible securities. These include, but are not limited to, Automatically Convertible Equity Securities (ACES), Participating Equity Preferred Stock (PEPS), Preferred Redeemable Increased Dividend Equity Securities (PRIDES), Stock Appreciation Income Linked Securities (SAILS), Term Convertible Notes (TECONS), Quarterly Income Cumulative Securities (QICS), and Dividend Enhanced Convertible Securities (DECS). ACES, PEPS, PRIDES, SAILS, TECONS, QICS, and DECS all have the following features: they are issued by the company, the common stock of which will be received in the event the convertible preferred stock is converted; unlike PERCS they do not have a capital appreciation limit; they seek to provide the investor with high current income with some prospect of future capital appreciation; they are typically issued with three- or four-year maturities; they typically have some built-in call protection for the first two to three years; and, upon maturity, they will convert into either cash or a specified number of shares of common stock.
Similarly, there may be enhanced convertible debt obligations issued by the operating company, whose common stock is to be acquired in the event the security is converted, or by a different issuer, such as an investment bank. These securities may be identified by names such as Equity Linked Securities (ELKS) or similar names. Typically, they share most of the salient characteristics of an enhanced convertible preferred stock but will be ranked as senior or subordinated debt in the issuers corporate structure according to the terms of the debt indenture. There may be additional types of convertible securities not specifically referred to herein, which may be similar to those described above in which the Fund may invest, consistent with its goals and policies.
An investment in an enhanced convertible security or any other security may involve additional risks to the Fund. The Fund may have difficulty disposing of such securities because there may be a thin trading market for a particular security at any given time. Reduced liquidity may have an adverse impact on market price and the Funds ability to dispose of particular securities, when necessary, to meet the Funds liquidity needs or in response to a specific economic event, such as the deterioration in the creditworthiness of an issuer. Reduced liquidity in the secondary market for certain securities also may make it more difficult for the Fund to obtain market quotations based on actual trades for purposes of valuing the Funds portfolio. The Fund, however, intends to acquire liquid securities, though there can be no assurances that it will always be able to do so.
22
The Fund also may invest in zero coupon convertible securities. Zero coupon convertible securities are debt securities which are issued at a discount to their face amount and do not entitle the holder to any periodic payments of interest prior to maturity. Rather, interest earned on zero coupon convertible securities accretes at a stated yield until the security reaches its face amount at maturity. Zero coupon convertible securities are convertible into a specific number of shares of the issuers common stock. In addition, zero coupon convertible securities usually have put features that provide the holder with the opportunity to sell the securities back to the issuer at a stated price before maturity. Generally, the prices of zero coupon convertible securities may be more sensitive to market interest rate fluctuations than conventional convertible securities. For more information about zero coupon securities generally, see Zero Coupon Securities, Step-Coupon Securities, Pay-In-Kind Bonds (PIK Bonds) and Deferred Payment Securities below.
Current federal income tax law requires the holder of zero coupon securities to accrue income with respect to these securities prior to the receipt of cash payments. Accordingly, to avoid liability for federal income and excise taxes, the Fund may be required to distribute income accrued with respect to these securities and may have to dispose of portfolio securities under disadvantageous circumstances in order to generate cash to satisfy these distribution requirements.
Contingent Convertible Securities . A contingent convertible security (CoCo) is a hybrid debt security typically issued by a non-U.S. bank that, upon the occurrence of a specified trigger event, may be (i) convertible into equity securities of the issuer at a predetermined share price; or (ii) written down in liquidation value. Trigger events are identified in the documents requirements. CoCos are designed to behave like bonds in times of economic health yet absorb losses when the trigger event occurs.
With respect to CoCos that provide for conversion of the CoCo into common shares of the issuer in the event of a trigger event, the conversion would deepen the subordination of the investor, subjecting the Fund to a greater risk of loss in the event of bankruptcy. In addition, because the common stock of the issuer may not pay a dividend, investors in such instruments could experience reduced yields (or no yields at all). With respect to CoCos that provide for the write-down in liquidation value of the CoCo in the event of a trigger event, it is possible that the liquidation value of the CoCo may be adjusted downward to below the original par value or written off entirely under certain circumstances. For instance, if losses have eroded the issuers capital levels below a specified threshold, the liquidation value of the CoCo may be reduced in whole or in part. The write-down of the CoCos par value may occur automatically and would not entitle holders to institute bankruptcy proceedings against the issuer. In addition, an automatic write-down could result in a reduced income rate if the dividend or interest payment associated with the CoCo is based on par value. Coupon payments on CoCos may be discretionary and may be canceled by the issuer for any reason or may be subject to approval by the issuers regulator and may be suspended in the event there are insufficient distributable reserves.
CoCos are subject to the credit, interest rate, high yield securities, foreign securities and market risks associated with bonds and equity securities, and to the risks specified to convertible securities in general. They are also subject to other specific risks. CoCos typically are structurally subordinated to traditional convertible bonds in the issuers capital structure, which increases the risk that the Fund may experience a loss. In certain scenarios, investors in CoCos may suffer a loss of capital ahead of equity holders or when equity holders do not. CoCos are generally speculative and the prices of CoCos may be volatile. There is no guarantee that the Fund will receive return of principal on CoCos.
Publicly Traded Limited Partnerships and 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 stock. The Fund may invest in interests in limited liability companies, as well as publicly traded limited partnerships (limited partnership interests or units), which represent equity interests in the assets and earnings of the companys or partnerships trade or business. Unlike common stock in a corporation, limited partnership interests have limited or no voting rights. However, many of the risks of investing in common stocks are still applicable to investments in limited partnership interests. In addition, limited partnership interests are subject to risks not present in common stock. For example, income derived from a limited partnership deemed not to be a qualified publicly traded partnership will be treated
23
as qualifying income under the Internal Revenue Code of 1986, as amended (Internal Revenue Code) 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. See ADDITIONAL GENERAL TAX INFORMATION below. Also, since publicly traded limited partnerships and limited liability companies are a less common form of organizational structure than corporations, their units may be less liquid than publicly traded common stock. Also, because of the difference in organizational structure, the fair value of limited liability company or limited partnership units in the Funds portfolio may be based either upon the current market price of such units, or if there is no current market price, upon the pro rata value of the underlying assets of the company or partnership. Limited partnership units also have the risk that the limited partnership might, under certain circumstances, be treated as a general partnership giving rise to broader liability exposure to the limited partners for activities of the partnership. Further, the general partners of a limited partnership may be able to significantly change the business or asset structure of a limited partnership without the limited partners having any ability to disapprove any such changes. In certain limited partnerships, limited partners also may be required to return distributions previously made in the event that excess distributions have been made by the partnership, or in the event that the general partners, or their affiliates, are entitled to indemnification.
Real Estate Investment Trusts
Although the Fund will not invest in real estate directly, the Fund may invest in securities of real estate investment trusts (REITs) and other real estate industry companies or companies with substantial real estate investments and, as a result, the Fund may be subject to certain risks associated with direct ownership of real estate and with the real estate industry in general. These risks include, among others: possible declines in the value of real estate; possible lack of availability of mortgage funds; extended vacancies of properties; risks related to general and local economic conditions; overbuilding; increases in competition, property taxes and operating expenses; changes in zoning laws; costs resulting from the clean-up of, and liability to third parties for damages resulting from, environmental problems; casualty or condemnation losses; uninsured damages from floods, earthquakes or other natural disasters; limitations on and variations in rents; and changes in interest rates.
REITs are pooled investment vehicles which invest primarily in income-producing real estate or real estate-related loans or interests. REITs are generally classified as equity REITs, mortgage REITs or hybrid REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs also can realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. Hybrid REITs combine the investment strategies of equity REITs and mortgage REITs. REITs are not taxed on income distributed to shareholders provided they comply with several requirements of the Internal Revenue Code. The Fund pays the fees and expenses of the REITs, which, ultimately, are paid by the Funds shareholders.
Repurchase Agreements
The Fund may enter into repurchase agreements. In connection with the purchase by the Fund of a repurchase agreement from member banks of the Federal Reserve System or certain non-bank dealers, the Funds custodian, or a subcustodian, will have custody of, and will earmark or segregate securities acquired by the Fund under such repurchase agreement. Repurchase agreements are contracts under which the buyer of a security simultaneously commits to resell the security to the seller at an agreed-upon price and date. Any portion of a repurchase agreement that is not collateralized fully is considered by the staff of the SEC to be a loan by a Fund. To the extent that a repurchase agreement is not collateralized fully, the Fund will include any collateral that the Fund receives in calculating the Funds total assets in determining whether the Fund has loaned more than one-third of its assets. Repurchase agreements may be entered into with respect to securities of the type in which the Fund may invest or government securities regardless of their remaining maturities, and will require that additional securities be deposited as collateral if the value of the securities purchased should decrease below resale price. Repurchase agreements involve certain risks in the event of default or insolvency by the other party, including possible delays or restrictions upon the Funds ability to dispose of the underlying securities, the risk of a possible decline in the value of the underlying securities during the period in which the Fund seeks to assert its rights to them, the risk of incurring expenses associated with asserting those rights and the risk of losing all or part of the income from the repurchase agreement. The Funds subadviser reviews the creditworthiness of those banks and non-bank dealers with which the Fund enters into repurchase agreements to evaluate these risks.
24
Restricted, Non-Publicly Traded and Illiquid Securities
The Fund may not invest more than 15% of its net assets, in the aggregate, in illiquid securities, including repurchase agreements which have a maturity of longer than seven days, time deposits maturing in more than seven days and securities that are illiquid because of the absence of a readily available market or legal or contractual restrictions on resale or other factors limiting the marketability of the security. Repurchase agreements subject to demand are deemed to have a maturity equal to the notice period.
Historically, illiquid securities have included securities subject to contractual or legal restrictions on resale because they have not been registered under the Securities Act of 1933, as amended (the Securities Act), securities which are otherwise not readily marketable and repurchase agreements having a maturity of longer than seven days. Securities which have not been registered under the Securities Act are referred to as private placements or restricted securities and are purchased directly from the issuer or in the secondary market. Unless subsequently registered for sale, these securities only can be sold in privately negotiated transactions or pursuant to an exemption from registration. The Fund typically does not hold a significant amount of these restricted or other illiquid securities because of the potential for delays on resale and uncertainty in valuation. Limitations on resale may have an adverse effect on the marketability of portfolio securities, and the Fund might be unable to dispose of restricted or other illiquid securities promptly or at reasonable prices and might thereby experience difficulty satisfying redemptions within seven days. The Fund might also have to register such restricted securities in order to dispose of them resulting in additional expense and delay. Adverse market conditions could impede such a public offering of securities.
A large institutional market exists for certain securities that are not registered under the Securities Act including repurchase agreements, commercial paper, foreign securities, municipal securities and corporate bonds and notes. Institutional investors depend on an efficient institutional market in which the unregistered security can be readily resold or on an issuers ability to honor a demand for repayment. The fact that there are contractual or legal restrictions on resale to the general public or to certain institutions may not be indicative of the liquidity of such investments.
The SEC has adopted Rule 144A which allows for a broader institutional trading market for securities otherwise subject to restriction on resale to the general public. Rule 144A establishes a safe harbor from the registration requirements of the Securities Act for resales of certain securities to qualified institutional buyers.
Any such restricted securities will be considered to be illiquid for purposes of the Funds limitations on investments in illiquid securities unless, pursuant to procedures adopted by the Board of Trustees of the Trust (Board of Trustees), the Funds subadviser(s) has determined such securities to be liquid because such securities are eligible for resale pursuant to Rule 144A and are readily saleable, or if such securities may be readily saleable in foreign markets. To the extent that qualified institutional buyers may become uninterested in purchasing Rule 144A securities, the Funds level of illiquidity may increase.
The Fund may sell OTC options and, in connection therewith, earmark or segregate assets to cover its obligations with respect to OTC options written by the Fund. The assets used as cover for OTC options written by the Fund will be considered illiquid unless the OTC options are sold to qualified dealers who agree that the Fund may repurchase any OTC option it writes at a maximum price to be calculated by a formula set forth in the option agreement. The cover for an OTC option written subject to this procedure would be considered illiquid only to the extent that the maximum repurchase price under the formula exceeds the intrinsic value of the option.
The Funds subadviser(s) will monitor the liquidity of restricted securities in the portion of the Fund it manages. In reaching liquidity decisions, the following factors are considered: (1) the unregistered nature of the security; (2) the frequency of trades and quotes for the security; (3) the number of dealers wishing to purchase or sell the security and the number of other potential purchasers; (4) dealer undertakings to make a market in the security and (5) the nature of the security and the nature of the marketplace trades (e.g., the time needed to dispose of the security, the method of soliciting offers and the mechanics of the transfer).
25
Private Placement Commercial Paper . Commercial paper eligible for resale under Section 4(2) of the Securities Act (Section 4(2) paper) is offered only to accredited investors. Rule 506 of Regulation D in the Securities Act lists investment companies as an accredited investor.
Section 4(2) paper not eligible for resale under Rule 144A under the Securities Act shall be deemed liquid if (1) the Section 4(2) paper is not traded flat or in default as to principal and interest; (2) the Section 4(2) paper is rated in one of the two highest rating categories by at least two NRSROs, or if only one NRSRO rates the security, it is rated in one of the two highest categories by that NRSRO; and (3) the Funds subadviser(s) believes that, based on the trading markets for such security, such security can be disposed of within seven days in the ordinary course of business at approximately the amount at which the Fund has valued the security.
Reverse Repurchase Agreements
The Fund may engage in reverse repurchase agreements to facilitate portfolio liquidity, a practice common in the mutual fund industry. In a reverse repurchase agreement, the Fund would sell a security and enter into an agreement to repurchase the security at a specified future date and price. The Fund generally retains the right to interest and principal payments on the security. Since a Fund receives cash upon entering into a reverse repurchase agreement, it may be considered a borrowing under the 1940 Act (see Borrowing). When required by guidelines of the SEC, the Fund will segregate or earmark permissible liquid assets to secure its obligations to repurchase the security. At the time the Fund enters into a reverse repurchase agreement, it will establish and maintain segregated or earmarked liquid assets with an approved custodian having a value not less than the repurchase price (including accrued interest). The segregated or earmarked liquid assets will be marked-to-market daily and additional assets will be segregated or earmarked on any day in which the assets fall below the repurchase price (plus accrued interest). The Funds liquidity and ability to manage its assets might be affected when it sets aside cash or portfolio securities to cover such commitments. Reverse repurchase agreements involve the risk that the market value of the securities retained in lieu of sale may decline below the price of the securities the Fund has sold but is obligated to repurchase. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, such buyer or its trustee or receiver may receive an extension of time to determine whether to enforce the Funds obligation to repurchase the securities, and the Funds use of the proceeds of the reverse repurchase agreement may effectively be restricted pending such determination.
Securities of Investment Companies
As permitted by the 1940 Act, the Fund generally may invest up to 10% of its total assets, calculated at the time of investment, in the securities of other open-end or closed-end investment companies. No more than 5% of the Funds total assets may be invested in the securities of any one investment company nor may it acquire more than 3% of the voting securities of any other investment company. Notwithstanding these restrictions, the Fund may invest any amount, pursuant to Rule 12d1-1 of the 1940 Act, in affiliated or unaffiliated investment companies that hold themselves out as money market funds and which operate in accordance with Rule 2a-7 of the 1940 Act. The Fund indirectly will bear its proportionate share of any management fees paid by an investment company in which it invests in addition to the advisory fee paid by the Fund. Some of the countries in which the Fund may invest may not permit direct investment by outside investors. Investments in such countries may only be permitted through foreign government-approved or government-authorized investment vehicles, which may include other investment companies.
Exchange-Traded Funds . The Fund may invest in exchange-traded funds (ETFs). ETFs are regulated as registered investment companies under the 1940 Act. Many ETFs acquire and hold securities of all of the companies or other issuers, or a representative sampling of companies or other issuers, that are components of a particular index. Such ETFs typically are intended to provide investment results that, before expenses, generally correspond to the price and yield performance of the corresponding market index, and the value of their shares should, under normal circumstances, closely track the value of the indexs underlying component securities. Because an ETF has operating expenses and transaction costs, while a market index does not, ETFs that track particular indices typically will be unable to match the performance of the index exactly. ETF shares may be purchased and sold in the secondary trading market on a securities exchange, in lots of any size, at any time during the trading day. More recently, actively managed ETFs have been created that are managed similarly to other investment companies.
26
The shares of an ETF may be assembled in a block known as a creation unit and redeemed in kind for a portfolio of the underlying securities (based on the ETFs net asset value) together with a cash payment generally equal to accumulated dividends as of the date of redemption. Conversely, a creation unit may be purchased from the ETF by depositing a specified portfolio of the ETFs underlying securities, as well as a cash payment generally equal to accumulated dividends of the securities (net of expenses) up to the time of deposit. ETF shares, as opposed to creation units, are generally purchased and sold by smaller investors in a secondary market on a securities exchange. ETF shares can be traded in lots of any size, at any time during the trading day. Although the Fund, like most other investors in ETFs, intends to purchase and sell ETF shares primarily in the secondary trading market, the Fund may redeem creation units for the underlying securities (and any applicable cash), and may assemble a portfolio of the underlying securities and use it (and any required cash) to purchase creation units, if the Funds subadviser(s) believes it is in the Funds best interest to do so.
An investment in an ETF is subject to all of the risks of investing in the securities held by the ETF and has the same risks as investing in a closed-end fund. In addition, because of the ability of large market participants to arbitrage price differences by purchasing or redeeming creation units, the difference between the market value and the net asset value of ETF shares should in most cases be small. An ETF may be terminated and need to liquidate its portfolio securities at a time when the prices for those securities are falling.
Small- and Medium-Cap Companies and Emerging Growth Stocks
The Fund may invest in small- and medium-cap companies and emerging growth stocks, such as (but not limited to) those that are included in the Russell MidCap Index or Russell 2000 Index. Investing in securities of small-sized companies, including micro-capitalization companies and emerging growth companies, may involve greater risks than investing in the stocks of larger, more established companies, including possible risk of loss. Also, because these securities may have limited marketability, their prices may be more volatile than the prices of securities of larger, more established companies or the market averages in general. Because small-sized and emerging growth companies normally have fewer shares outstanding than larger companies, it may be more difficult for the Fund to buy or sell significant numbers of such shares without an unfavorable impact on prevailing prices. Small-sized and emerging growth companies may have limited product lines, markets or financial resources and may lack management depth. In addition, small-sized and emerging growth companies are typically subject to wider variations in earnings and business prospects than are larger, more established companies. There is typically less publicly available information concerning small-sized and emerging growth companies than for larger, more established ones.
Special Situation Companies
The Fund may invest in special situation companies, which include those involved in an actual or prospective acquisition or consolidation; reorganization; recapitalization; merger, liquidation or distribution of cash, securities or other assets; a tender or exchange offer; a breakup or workout of a holding company; or litigation which, if resolved favorably, would improve the value of the companys stock. If the actual or prospective situation does not materialize as anticipated, the market price of the securities of a special situation company may decline significantly. Therefore, an investment in a Fund that invests a significant portion of its assets in these securities may involve a greater degree of risk than an investment in other mutual funds that seek long-term growth of capital by investing in better-known, larger companies. The subadviser of the Fund believes, however, that if it analyzes special situation companies carefully and invests in the securities of these companies at the appropriate time, the Fund may achieve capital growth. There can be no assurance however, that a special situation that exists at the time the Fund makes its investment will be consummated under the terms and within the time period contemplated, if it is consummated at all.
Temporary Investments
Generally, the Fund will be fully invested in accordance with its investment objective and strategies. However, pending investment of cash balances or for other cash management purposes, or if the Funds subadviser(s) believes that business, economic, political or financial conditions warrant, the Fund may invest without limit in cash or money market cash equivalents, including: (1) short-term U.S. government securities; (2) certificates of deposit, bankers acceptances, and interest-bearing savings deposits of commercial banks; (3) prime
27
quality commercial paper; (4) repurchase agreements covering any of the securities in which the Fund may invest directly; and (5) subject to the limits of the 1940 Act, shares of other investment companies that invest in securities in which the Fund may invest. Should this occur, the Fund will not be pursuing its investment objective and may miss potential market upswings.
U.S. Treasury Securities
The Fund may invest in a variety of securities which are issued or guaranteed as to the payment of principal and interest by the U.S. government, and by various agencies or instrumentalities which have been established or sponsored by the U.S. government. U.S. Treasury securities are backed by the full faith and credit of the United States. Securities issued or guaranteed by federal agencies and U.S. government-sponsored instrumentalities may or may not be backed by the full faith and credit of the United States. In the case of securities not backed by the full faith and credit of the United States, investors in such securities look principally to the agency or instrumentality issuing or guaranteeing the obligation for ultimate repayment, and may not be able to assert a claim against the United States itself in the event the agency or instrumentality does not meet its commitment. Agencies which are backed by the full faith and credit of the United States include the Export-Import Bank of the United States, Farmers Home Administration, Federal Financing Bank, and others. Certain agencies and instrumentalities, such as the Government National Mortgage Association (GNMA), are, in effect, backed by the full faith and credit of the United States through provisions in their charters that they may make indefinite and unlimited drawings on the U.S. Treasury if needed to service its debt. Debt from certain other agencies and instrumentalities, including the Federal Home Loan Banks and Federal National Mortgage Association (FNMA), are not guaranteed by the United States, but those institutions are protected by the discretionary authority for the U.S. Treasury to purchase certain amounts of their securities to assist the institutions in meeting their debt obligations. Finally, other agencies and instrumentalities, such as the Farm Credit System and the Federal Home Loan Mortgage Corporation (FHLMC), are federally chartered institutions under U.S. government supervision, but their debt securities are backed only by the creditworthiness of those institutions, not the U.S. government. Some of the U.S. government agencies that issue or guarantee securities include the Export-Import Bank of the United States, Farmers Home Administration, Federal Housing Administration, Maritime Administration, Small Business Administration, and the Tennessee Valley Authority. An instrumentality of a U.S. government agency is a government agency organized under Federal charter with government supervision. Instrumentalities issuing or guaranteeing securities include, among others, Federal Home Loan Banks, the Federal Land Banks, Central Bank for Cooperatives, Federal Immediate Credit Banks and FNMA. The maturities of such securities usually range from three months to 30 years. While such securities may be guaranteed as to principal and interest by the U.S. government or its instrumentalities, their market values may fluctuate and are not guaranteed, which may, along with the other securities in the Funds portfolio, cause the Funds daily net asset value to fluctuate.
The Federal Reserve creates STRIPS (Separate Trading of Registered Interest and Principal of Securities) by separating the coupon payments and the principal payment from an outstanding Treasury security and selling them as individual securities. To the extent the Fund purchases the principal portion of STRIPS, the Fund will not receive regular interest payments. Instead STRIPS are sold at a deep discount from their face value. Because the principal portion of the STRIPS does not pay current income, its price can be volatile when interest rates change. In calculating its dividend, the Fund takes into account as income a portion of the difference between the principal portion of the STRIPS purchase price and its face value.
In September 2008, the U.S. Treasury Department and the Federal Housing Finance Administration (FHFA) placed FNMA and FHLMC into a conservatorship under FHFA. As conservator, the FHFA assumed all the powers of the shareholders, directors, and officers, with the goal of preserving and conserving the assets and property of FNMA and FHLMC. However, the FNMA and FHLMC continue to operate legally as business corporations and FHFA has delegated to the Chief Executive Officer and Board of Directors responsibility for much of the day-to-day operations of the companies. FNMA and FHLMC must follow the laws and regulations governing financial disclosure, including SEC requirements. The long-term effect that this conservatorship will have on these companies debt and equity securities is unclear.
Inflation-Protected Bonds . Treasury Inflation-Protected Securities (TIPS) are fixed-income securities issued by the U.S. Treasury whose principal value is periodically adjusted according to the rate of inflation. The U.S. Treasury uses a structure that accrues inflation into the principal value of the bond. Inflation-indexed securities
28
issued by the U.S. Treasury have maturities of five, 10 or 30 years, although it is possible that securities with other maturities will be issued in the future. TIPS bonds typically pay interest on a semiannual basis, equal to a fixed percentage of the inflation-adjusted amount.
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. However, the current market value of the bonds is not guaranteed and will fluctuate. The Fund also may invest in other inflation-related bonds which may or may not provide a similar guarantee. If a guarantee is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.
The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed bonds. In contrast, if nominal interest rates increased at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-indexed bonds. While these securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bonds inflation measure.
Investors in an inflation-indexed mutual fund who do not reinvest the portion of the income distribution that is attributable to inflation adjustments will not maintain the purchasing power of the investment over the long term. This is because interest earned depends on the amount of principal invested, and that principal will not grow with inflation if the investor fails to reinvest the principal adjustment paid out as part of a funds income distributions.
The periodic adjustment of U.S. inflation-indexed bonds is tied to the Consumer Price Index for Urban Consumers (CPI-U), which is calculated monthly by the U.S. Bureau of Labor Statistics. 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 securities issued by a foreign government generally are adjusted to reflect a comparable inflation index, calculated by that 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.
Any increase in the principal amount of an inflation-indexed bond will be considered taxable ordinary income, even though investors do not receive their principal until maturity.
Warrants and Rights
The Fund may invest in or hold warrants and rights. Warrants are securities giving the holder the right, but not the obligation, to buy the stock of an issuer at a given price (generally higher than the value of the stock at the time of issuance), on a specified date, during a specified period, or perpetually. Rights are similar to warrants, but normally have a shorter duration. Warrants and rights may be acquired separately or in connection with the acquisition of securities. Warrants and rights do not carry with them the right to dividends or voting rights with respect to the securities that they entitle their holder to purchase, and they do not represent any rights in the assets of the issuer. As a result, warrants and rights may be considered more speculative than certain other types of investments. In addition, the value of a warrant or right does not necessarily change with the value of the underlying securities, and a warrant or right ceases to have value if it is not exercised prior to its expiration date.
The portfolio turnover rate for the Fund is calculated by dividing the lesser of purchases or sales of portfolio securities for the year by the monthly average value of the portfolio securities, excluding securities whose
29
maturities at the time of purchase were one year or less. High portfolio turnover rates will generally result in higher brokerage expenses, and may increase the volatility of the Fund. As of the date of this SAI, the Fund has not yet completed two fiscal years of operations, and thus no portfolio turnover rate information is provided.
The following are fundamental investment restrictions of the Fund which cannot be changed without the vote of the majority of the outstanding shares of the Fund for which a change is proposed. The vote of the majority of the outstanding shares means the vote of (A) 67% or more of the voting securities present at a meeting, if the holders of more than 50% of the outstanding voting securities are present or represented by proxy or (B) a majority of the outstanding voting securities, whichever is less.
The Fund:
| May not purchase securities of any one issuer, other than obligations issued or guaranteed by the U.S. government, 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. |
| May not borrow money or issue senior securities, except that the Fund may enter into reverse repurchase agreements and may otherwise borrow money and issue senior securities as and to the extent permitted by the 1940 Act or any rule, order or interpretation thereunder. |
| May not act as an underwriter of another issuers securities, except to the extent that the Fund may be deemed an underwriter within the meaning of the Securities Act in connection with the purchase and sale of portfolio securities. |
| May not purchase or sell commodities or commodities contracts, except to the extent disclosed in the current Prospectus or Statement of Additional Information of the Fund. |
| May not purchase the securities of any issuer if, as a result, 25% or more (taken at current value) of the Funds total assets would be invested in the securities of issuers, the principal activities of which are in the same industry. This limitation does not apply to securities issued by the U.S. government or its agencies or instrumentalities. The following industries are considered separate industries for purposes of this investment restriction: electric, natural gas distribution, natural gas pipeline, combined electric and natural gas, telephone utilities, captive borrowing conduit, equipment finance, premium finance, leasing finance, consumer finance and other finance. |
| May not lend any security or make any other loan, except that the Fund may in accordance with its investment objective and policies (i) lend portfolio securities, (ii) purchase and hold debt securities or other debt instruments, including but not limited to loan participations and subparticipations, assignments, and structured securities, (iii) make loans secured by mortgages on real property, (iv) enter into repurchase agreements, and (v) make time deposits with financial institutions and invest in instruments issued by financial institutions, and enter into any other lending arrangement as and to the extent permitted by the 1940 Act or any rule, order or interpretation thereunder. |
| May not purchase or sell real estate, except that the Fund may (i) acquire real estate through ownership of securities or instruments and sell any real estate acquired thereby, (ii) purchase or sell instruments secured by real estate (including interests therein), and (iii) purchase or sell securities issued by entities or investment vehicles that own or deal in real estate (including interests therein). |
30
The following are the non-fundamental operating policies of the Fund, which may be changed by the Board of Trustees without shareholder approval:
The Fund may not:
| Sell securities short, unless the Fund owns or has the right to obtain securities equivalent in kind and amount to the securities sold short or unless it segregates or earmarks other liquid assets it owns as required by the current rules and positions of the SEC or its staff, and provided that short positions in forward currency contracts, options, futures contracts, options on futures contracts, or other derivative instruments are not deemed to constitute selling securities short. |
| Purchase securities on margin, except that the Fund may obtain such short-term credits as are necessary for the clearance of transactions; and provided that margin deposits in connection with options, futures contracts, options on futures contracts, transactions in currencies or other derivative instruments shall not constitute purchasing securities on margin. |
| Purchase or otherwise acquire any security if, as a result, more than 15% of its net assets would be invested in securities that are illiquid. |
| Pledge, mortgage or hypothecate any assets owned by the Fund except as may be necessary in connection with permissible borrowings or investments and then such pledging, mortgaging, or hypothecating may not exceed 33 1 ⁄ 3 % of the Funds total assets. |
| Purchase securities of other investment companies except (a) in connection with a merger, consolidation, acquisition, reorganization or offer of exchange, or (b) to the extent permitted by the 1940 Act or any rules or regulations thereunder or pursuant to any exemptions therefrom. |
The Funds obligation not to pledge, mortgage, or hypothecate assets in excess of 33 1 ⁄ 3 % of the Funds total assets with respect to permissible borrowings or investments, as described above, is a continuing obligation and such asset segregation and coverage must be maintained on an ongoing basis. For any other percentage restriction or requirement described above that is satisfied at the time of investment, a later increase or decrease in such percentage resulting from a change in net asset value will not constitute a violation of such restriction or requirement. However, should a change in net asset value or other external events cause the Funds investments in illiquid securities, including repurchase agreements with maturities in excess of seven days, to exceed the limit set forth above for the Funds investment in illiquid securities, the Fund will act to cause the aggregate amount of such securities to come within such limit as soon as reasonably practicable. In such event, however, the Fund would not be required to liquidate any portfolio securities where the Fund would suffer a loss on the sale of such securities.
Internal Revenue Code Restrictions
In addition to the investment restrictions above, the Fund must be diversified according to Internal Revenue Code requirements. Specifically, at each tax quarter end, the Funds holdings must be diversified so that (a) at least 50% of the market value of its total assets is represented by cash and cash items (including receivables), U.S. government securities, securities of other U.S.-regulated investment companies, and securities of other issuers, limited so that no one issuer has a value greater than 5% of the value of the Funds total assets and that the Fund holds no more than 10% of the outstanding voting securities of such issuer, and (b) not more than 25% of the value of the Funds assets is invested in the securities (other than those of the U.S. government or other U.S. regulated investment companies) of any one issuer or of two or more issuers which the Fund controls and which are engaged in the same, similar, or related trades or businesses, or, in the securities of one or more qualified publicly traded partnerships.
DISCLOSURE OF PORTFOLIO HOLDINGS
The Board of Trustees has adopted policies and procedures regarding the disclosure of portfolio holdings information to protect the interests of Fund shareholders and to address potential conflicts of interest that could arise
31
between the interests of Fund shareholders and the interests of the Funds investment adviser, principal underwriter or affiliated persons of the Funds investment adviser or principal underwriter. The Trusts overall policy with respect to the release of portfolio holdings is to release such information consistent with applicable legal requirements and the fiduciary duties owed to shareholders. Subject to the limited exceptions described below, the Trust will not make available to anyone non-public information with respect to its portfolio holdings until such time as the information is made available to all shareholders or the general public.
The policies and procedures are applicable to the investment adviser, Nationwide Fund Advisors (NFA or the Adviser) and any subadviser to the Fund. Pursuant to the policy, the Fund, NFA, any subadviser, and any service providers acting on their behalf are obligated to:
| Act in the best interests of Fund shareholders by protecting non-public and potentially material portfolio holdings information; |
| Ensure that portfolio holdings information is not provided to a favored group of clients or potential clients; and |
| Adopt such safeguards and controls around the release of client information so that no client or group of clients is unfairly disadvantaged as a result of such release. |
Portfolio holdings information that is not publicly available will be released selectively only pursuant to the exceptions described below. In most cases, even where an exception applies, the release of portfolio holdings is strictly prohibited until the information is at least 15 calendar days old. Nevertheless, NFAs Leadership Team or its duly authorized delegate may authorize, where circumstances dictate, the release of more current portfolio holdings information.
The Fund posts onto the Trusts internet site ( nationwide.com/mutualfunds ) substantially all of its securities holdings as of the end of each month. Such portfolio holdings are available no earlier than 15 calendar days after the end of the previous month, and generally remain available on the internet site until the Fund files its next quarterly portfolio holdings report on Form N-CSR or Form N-Q with the SEC. The 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 available through the EDGAR database on the SECs website (www.sec.gov). Shareholders receive either complete portfolio holdings information or summaries of Fund portfolio holdings with their annual and semiannual reports.
Exceptions to the portfolio holdings release policy described above only can be authorized by NFAs Leadership Team or its duly authorized delegate and will be made only when:
| The Fund has a legitimate business purpose for releasing portfolio holdings information in advance of release to all shareholders or the general public; |
| The recipient of the information provides written assurances that the non-public portfolio holdings information will remain confidential and that persons with access to the information will be prohibited from trading based on the information; and |
| The release of such information would not otherwise violate the antifraud provisions of the federal securities laws or the Funds fiduciary duties. |
Under this policy, the receipt of compensation by the Fund, NFA, a subadviser, or an affiliate as consideration for disclosing non-public portfolio holdings information will not be deemed a legitimate business purpose.
The Fund has ongoing arrangements to distribute information about the Funds portfolio holdings to the Funds third-party service providers described herein (e.g., investment adviser, subadviser(s), registered independent public accounting firm, administrator, transfer agent, sub-administrator, sub-transfer agent, custodian and legal counsel) as well as Brown Brothers Harriman & Co., Wolters Kluwer Financial Services, Inc. (GainsKeeper), SunGard Financial Systems (Wall Street Concepts), Ernst & Young, LLP, Lipper Inc., Morningstar, Inc., Bloomberg LP, Institutional Shareholder Services, Inc., FactSet Research Systems, Inc., the Investment Company Institute, and on occasion, to transition managers such as BlackRock Investment Management, LLC, State Street
32
Bank and Trust Company, or Macquarie Capital (USA) Inc., where such transition manager provides portfolio transition management assistance (e.g., upon change of subadviser, etc.). These organizations are required to keep such information confidential, and are prohibited from trading based on the information or otherwise using the information except as necessary in providing services to the Fund. No compensation or other consideration is received by the Fund, NFA or any other party in connection with each such ongoing arrangement.
NFA conducts periodic reviews of compliance with the policy and the Funds Chief Compliance Officer provides annually a report to the Board of Trustees regarding the operation of the policy and any material changes recommended as a result of such review. NFAs compliance staff also will submit annually to the Board of Trustees a list of exceptions granted to the policy, including an explanation of the legitimate business purpose of the Fund that was served as a result of the exception.
33
TRUSTEES AND OFFICERS OF THE TRUST
Management Information
Each Trustee who is deemed an interested person, as such term is defined in the 1940 Act, is referred to as an Interested Trustee. Those Trustees who are not interested persons, as such term is defined in the 1940 Act, are referred to as Independent Trustees. The name, year of birth, position and length of time served with the Trust, number of portfolios overseen, principal occupation(s) and other directorships/trusteeships held during the past five years, and additional information related to the experience, qualifications, attributes, and skills of each Trustee and Officer of the Trust are shown below. There are 54 series of the Trust, all of which are overseen by the Board of Trustees and Officers of the Trust. The address for each Trustee and Officer is c/o Nationwide Funds Group, One Nationwide Plaza, 5-02-210, Columbus, OH 43215.
Name and Year of Birth |
Position(s)
Held with the Trust and Length of Time Served 1 |
Principal
During Past 5 Years (or Longer) |
Number of
Portfolios in the Nationwide Fund Complex Overseen by Trustee |
Other Directorships Held by Trustee During the Past Five Years 2 |
Experience,
Attributes, and
Skills for
Board
|
|||||
Independent Trustees |
||||||||||
Charles E. Allen 1948 |
Trustee
since July 2000 |
Mr. Allen was Chairman, Chief Executive Officer, and President of Graimark Realty Advisors, Inc. (real estate development, investment and asset management) from its founding in 1987 to 2012. | 114 | None | Significant board experience; significant executive experience, including continuing service as chief executive officer and president of a real estate development, investment and asset management business; past service includes 18 years of financial services experience; audit committee financial expert. | |||||
Paula H.J. Cholmondeley 1947 |
Trustee
since July 2000 |
Ms. Cholmondeley focuses full time on corporate governance. She sits on public company boards and is also on the faculty of the National Association of Corporate | 114 | Director of Dentsply International, Inc. (dental products) from 2002 to 2015, Ultralife Batteries, Inc. from 2004 to 2010, Albany International | Significant board and governance experience; significant executive experience, including continuing service as chief executive officer of a management consulting |
34
Name and Year of Birth |
Position(s)
Held with the Trust and Length of Time Served 1 |
Principal
During Past 5 Years (or Longer) |
Number of
Portfolios in the Nationwide Fund Complex Overseen by Trustee |
Other Directorships Held by Trustee During the Past Five Years 2 |
Experience,
Attributes, and Skills for Board Membership |
|||||
Directors. She has served as a Chief Executive Officer of Sorrel Group (management consulting company) since January 2004. From April 2000 through December 2003, Ms. Cholmondeley was Vice President and General Manager of Sappi Fine Paper North America. | Corp. (paper industry) from 2005 to 2013, Terex Corporation (construction equipment) from 2004 to present, and Minerals Technology, Inc. (specialty chemicals) from 2005 to 2014. | company and past service as an executive of a manufacturing-based public company; past experience as an executive in a private service-based company; former certified public accountant and former chief financial officer of both public and private companies. | ||||||||
Phyllis Kay Dryden 1947 |
Trustee
since December 2004 |
Ms. Dryden became CEO and President of Energy Dispute Solutions, LLC in January 2013, leading a company providing strategy consulting, arbitration and mediation services. She has been a management consultant since 1996, first as a partner of Mitchell Madison Group, then as a managing partner and head of west coast business development for | 114 | None | Significant board experience; significant executive, management consulting, and legal experience, including past service as general counsel for a major financial services firm and a public company. |
35
Name and Year of Birth |
Position(s)
Held with the Trust and Length of Time Served 1 |
Principal
During Past 5 Years (or Longer) |
Number of
Portfolios in the Nationwide Fund Complex Overseen by Trustee |
Other Directorships Held by Trustee During the Past Five Years 2 |
Experience,
Attributes, and Skills for Board Membership |
|||||
marchFIRST, returning to Mitchell Madison Group in 2003 as an associated partner until January 2010 and thereafter as an independent strategy consultant through December 2012. Ms. Dryden was VP and General Counsel of Lucasfilm, Ltd. from 1981 to 1984, SVP and General Counsel of Charles Schwab and Co. Inc. from 1984 to 1992, and EVP and General Counsel of Del Monte Foods from 1992 to 1995. | ||||||||||
Barbara I. Jacobs 1950 |
Trustee
since December 2004 |
Ms. Jacobs served as Chairman of the Board of Directors of KICAP Network Fund, a European (United Kingdom) hedge fund, from January 2001 through January 2006. From 1988 through 2003, Ms. Jacobs was also a Managing | 114 | None | Significant board experience; significant executive and portfolio management experience in the investment management industry. |
36
Name and Year of Birth |
Position(s)
Held with the Trust and Length of Time Served 1 |
Principal
During Past 5 Years (or Longer) |
Number of
Portfolios in the Nationwide Fund Complex Overseen by Trustee |
Other Directorships Held by Trustee During the Past Five Years 2 |
Experience,
Attributes, and Skills for Board Membership |
|||||
Director and European Portfolio Manager of CREF Investments (Teachers Insurance and Annuity Association - College Retirement Equities Fund). | ||||||||||
Keith F. Karlawish 1964 |
Trustee
since March 2012 |
Mr. Karlawish has been a partner of Park Ridge Asset Management, LLC since December 2008, at which he also serves as a portfolio manager. From May 2002 until October 2008, Mr. Karlawish was the President of BB&T Asset Management, Inc., and was President of the BB&T Mutual Funds and BB&T Variable Insurance Funds from February 2005 until October 2008. | 114 | Trustee of the BB&T Mutual Funds and BB&T Variable Insurance Funds from June 2006 until December 2008. | Significant board experience; significant executive and portfolio management experience in the investment management industry. | |||||
Carol A. Kosel 1963 |
Trustee
since March 2013 |
Ms. Kosel was a consultant to the Evergreen Funds Board of Trustees from October 2005 to | 114 | Trustee of Sun Capital Advisers Trust from April 2011 to December 2012 and | Significant board experience; significant executive experience, including past |
37
Name and Year of Birth |
Position(s)
Held with the Trust and Length of Time Served 1 |
Principal
During Past 5 Years (or Longer) |
Number of
Portfolios in the Nationwide Fund Complex Overseen by Trustee |
Other Directorships Held by Trustee During the Past Five Years 2 |
Experience,
Attributes, and Skills for Board Membership |
|||||
December 2007. She was Senior Vice President, Treasurer, and Head of Fund Administration of the Evergreen Funds from April 1997 to October 2005. | Trustee of Evergreen Funds from January 2008 to July 2010. | service at a large asset management company; significant experience in the investment management industry. | ||||||||
Douglas F. Kridler 1955 |
Trustee
since September 1997 |
Mr. Kridler is the President and Chief Executive Officer of The Columbus Foundation, a $1.5 billion community foundation with 2,000 funds in 55 Ohio counties and 37 states in the U.S. | 114 | None | Significant board experience; significant executive experience, including service as president and chief executive officer of one of Americas largest community foundations; significant service to his community and the philanthropic field in numerous leadership roles. | |||||
David C. Wetmore 1948 |
Trustee
since 1995 and Chairman since February 2005 |
Mr. Wetmore was a Managing Director of Updata Capital, Inc. (a technology-oriented investment banking and venture capital firm) from 1995 through 2000. Prior to 1995, Mr. Wetmore served as the Chief Operating Officer, Chief | 114 | None | Significant board experience; significant executive experience, including past service as a managing director of an investment banking and venture capital firm; chief executive officer and/or Chairman of the Board of several publicly owned companies; |
38
Name and Year of Birth |
Position(s)
Held with the Trust and Length of Time Served 1 |
Principal
During Past 5 Years (or Longer) |
Number of
Portfolios in the Nationwide Fund Complex Overseen by Trustee |
Other Directorships Held by Trustee During the Past Five Years 2 |
Experience,
Attributes, and Skills for Board Membership |
|||||
Executive Officer and Chairman of the Board of several publicly held software and services companies, and as the managing partner of a big 8 public accounting firm. | certified public accountant with significant accounting experience, including past service as a managing partner at a major accounting firm. | |||||||||
Interested Trustee |
||||||||||
Lydia M. Marshall 3 1949 |
Trustee
since June 2014 |
Ms. Marshall has been President of LM Marshall, LLC (investment and business consulting company) since 2007. | 114 | Director of Nationwide Mutual Insurance Company 2001-present; Director of Nationwide Mutual Fire Insurance Company 2001-present; Director of Nationwide Corporation 2001-present; Director of Public Welfare Foundation (non-profit foundation) 2009-present; Trustee of Nationwide Foundation 2002-2014; Director of Seagate Technology (hard disk drive and storage manufacturer) 2004-2014. | Significant board and governance experience, including service at financial services and insurance companies; significant executive experience, including continuing service as chief executive officer of a data processing company. |
39
1 | Length of time served includes time served with the Trusts predecessors. |
2 | Directorships held in:(1) any other investment companies registered under the 1940 Act, (2) any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or (3) any company subject to the requirements of Section 15(d) of the Exchange Act. |
3 | Ms. Marshall is considered an interested person of the Trust because she is a Director of the parent company of, and several affiliates of, the Trusts investment adviser and distributor. |
Officers of the Trust
Name and Year of Birth |
Position(s) Held with Fund and Length of Time Served 1 |
Principal Occupation(s) During Past 5 Years (or longer) |
||
Michael S. Spangler 1966 |
President, Chief Executive Officer and Principal Executive Officer since June 2008 | Mr. Spangler is President and Chief Executive Officer of Nationwide Funds Group, which includes NFA, Nationwide Fund Management LLC and Nationwide Fund Distributors LLC, and is a Senior Vice President of Nationwide Financial Services, Inc. and Nationwide Mutual Insurance Company. 2 | ||
Joseph Finelli 1957 |
Treasurer and Principal Financial Officer since September 2007; Vice President since December 2015 | Mr. Finelli is the Treasurer and Principal Financial Officer of Nationwide Funds Group and an Associate Vice President of Nationwide Mutual Insurance Company. 2 | ||
Brian Hirsch 1956 |
Chief Compliance Officer since January 2012; Senior Vice President since December 2015 | Mr. Hirsch is Vice President of NFA and Chief Compliance Officer of NFA and the Trust. He is also a Vice President of Nationwide Mutual Insurance Company. 2 | ||
Eric E. Miller 1953 |
Secretary since December 2002; Senior Vice President and General Counsel since December 2015 | Mr. Miller is Senior Vice President, General Counsel and Secretary for Nationwide Funds Group, and Vice President of Nationwide Mutual Insurance Company. 2 | ||
Lee T. Cummings 1963 |
Senior Vice President, Head of Fund Operations since December 2015 | Mr. Cummings is Senior Vice President and Head of Fund Operations of Nationwide Funds Group, and is a Vice President of Nationwide Mutual Insurance Company. 2 | ||
Timothy M. Rooney 1965 |
Senior Vice President, Head of Product Development and Acquisitions since December 2015 | Mr. Rooney is Vice President, Head of Product Development and Acquisitions for Nationwide Funds Group, and is a Vice President of Nationwide Mutual Insurance Company. 2 | ||
Christopher C. Graham 1971 |
Senior Vice President, Head of Investment Strategies and Chief Investment Officer since September 2016 | Mr. Graham is Senior Vice President and Head of Investment Strategies for the Nationwide Funds Group, and is a Vice President of Nationwide Mutual Insurance Company. 2 |
1 | Length of time served includes time served with the Trusts predecessors. |
2 | These positions are held with an affiliated person or principal underwriter of the Fund. |
Responsibilities of the Board of Trustees
The Board of Trustees (the Board) has oversight responsibility for the conduct of the affairs of the Trust. The Board approves policies and procedures regarding the operation of the Trust, regularly receives and reviews
40
reports from Nationwide Funds Group regarding the implementation of such policies and procedures, and elects the Officers of the Trust to perform the daily functions of the Trust. The Chairman of the Board is an Independent Trustee.
Board Leadership Structure
The Trustees approve financial arrangements and other agreements between the Fund, on the one hand, and NFA, the subadviser(s), or other affiliated parties, on the other hand. The Independent Trustees meet regularly as a group in executive session and with independent legal counsel. The Trustees have determined that the efficient conduct of the Boards affairs makes it desirable to delegate responsibility for certain specific matters to Committees of the Board, as described below. The Committees meet as often as necessary, either in conjunction with regular meetings of the Board or otherwise. The membership and chair of each Committee are appointed by the Board upon recommendation of the Nominating and Fund Governance Committee.
This structure is reviewed by the Board periodically, and the Board believes it to be appropriate and effective. The Board also completes an annual self-assessment during which it reviews its leadership and Committee structure, and considers whether its structure remains appropriate in light of the Funds current operations.
Each Trustee shall hold office for the lifetime of the Trust or until such Trustees earlier death, resignation, removal, retirement, or inability otherwise to serve, or, if sooner than any of such events, until the next meeting of shareholders called for the purpose of electing Trustees or consent of shareholders in lieu thereof for the election of Trustees, and until the election and qualification of his or her successor. The Board may fill any vacancy on the Board provided that, after such appointment, at least two-thirds of the Trustees have been elected by shareholders. Any Trustee may be removed by the Board, with or without cause, by action of a majority of the Trustees then in office, or by a vote of shareholders at any meeting called for that purpose. In addition to conducting an annual self-assessment, the Board completes biennial peer evaluations, which focus on the performance and effectiveness of the individual members of the Board.
The Officers of the Trust are appointed by the Board, or, to the extent permitted by the Trusts By-laws, by the President of the Trust, and each shall serve at the pleasure of the Board, or, to the extent permitted by the Trusts By-laws, and except for the Chief Compliance Officer, at the pleasure of the President of the Trust, subject to the rights, if any, of an Officer under any contract of employment. The Trusts Chief Compliance Officer must be approved by a majority of the Independent Trustees. Subject to the rights, if any, of an Officer under any contract of employment, any Officer may be removed, with or without cause, by the Board at any regular or special meeting of the Board, or, to the extent permitted by the Trusts By-laws, by the President of the Trust; provided, that only the Board may remove, with or without cause, the Chief Compliance Officer of the Trust.
Board Oversight of Trust Risk
The Boards role is one of oversight, including oversight of the Funds risks, rather than active management. The Trustees believe that the Boards Committee structure enhances the Boards ability to focus on the oversight of risk as part of its broader oversight of the Funds affairs. While risk management is the primary responsibility of NFA and the Funds subadviser(s), the Trustees regularly receive reports from NFA, NFM, and various service providers, including the subadvisers, regarding investment risks and compliance risks. The Committee structure allows separate Committees to focus on different aspects of these risks and their potential impact on the Fund and to discuss with NFA or the Funds subadviser(s) how they monitor and control such risks. In addition, the Officers of the Fund, all of whom are employees of NFA, including the President and Chief Executive Officer, Chief Financial Officer, Chief Compliance Officer and Chief Operating Officer, report to the Board and to the Chairs of its Committees on a variety of risk-related matters, including the risks inherent in each Officers area of responsibility, at regular meetings of the Board and on an ad hoc basis.
The Fund has retained NFA as the Funds investment adviser and NFM as the Funds administrator. NFA and NFM are responsible for the day-to-day operations of the Funds. NFA has delegated the day-to-day management of the investment activities of the Fund to one or more subadvisers. NFA and NFM are primarily responsible for the Funds operations and for supervising the services provided to the Fund by each service provider,
41
including risk management services provided by the Funds subadviser. The Board also meets periodically with the Trusts Chief Compliance Officer to receive reports regarding the compliance of the Fund with the federal securities laws and the Funds internal compliance policies and procedures. The Board also reviews the Chief Compliance Officers annual report, including the Chief Compliance Officers compliance risk assessments for the Fund. The Board meets periodically with the portfolio managers of the Fund to receive reports regarding the management of the Fund, including the Funds investment risks.
Committees of the Board
The Board has four standing committees: Audit, Valuation and Operations, Nominating and Fund Governance, and Investment Committees. The function of each Committee is oversight.
The purposes of the Audit Committee are to: (a) oversee the Trusts accounting and financial reporting policies and practices, its internal controls and, as appropriate, the internal controls of certain of its service providers; it is the intention of the Board that it is managements responsibility to maintain appropriate systems for accounting and internal control, and the independent auditors responsibility to plan and carry out a proper audit the independent auditors are ultimately accountable to the Board and the Committee, as representatives of the Trusts shareholders; (b) oversee the quality and integrity of the Trusts financial statements and the independent audit thereof; (c) ascertain the independence of the Trusts independent auditors; (d) act as a liaison between the Trusts independent auditors and the Board; (e) approve the engagement of the Trusts independent auditors; (f) meet and consider the reports of the Trusts independent auditors; (g) oversee the Trusts written policies and procedures adopted under Rule 38a-1 of the 1940 Act and oversee the appointment and performance of the Trusts designated Chief Compliance Officer; (h) review information provided to the Audit Committee regarding SEC examinations of the Trust and its service providers; and (i) undertake such other responsibilities as may be delegated to the Audit Committee by the Board. The Audit Committee met five times during the past fiscal year, and currently consists of the following Trustees: Ms. Cholmondeley (Chairperson), Ms. Dryden, Mr. Karlawish and Ms. Kosel, each of whom is not an interested person of the Trust, as defined in the 1940 Act.
The purposes of the Valuation and Operations Committee are to: (a) assist the Board in its review and oversight of the valuation of the Trusts portfolio assets; (b) assist the Board with its review and oversight of the implementation and operation of the Trusts Rule 2a-7 Procedures, including with respect to credit risk, applicable to the Trusts money market fund series; (c) review and oversee the actions of the principal underwriter and investment advisers with respect to distribution channels for the Funds shares and distribution strategies for the Fund including the operation of the Trusts 12b-1 Plans and Administrative Services Plans; (d) review and oversee the investment advisers brokerage practices as these relate to the Trust; (e) review and evaluate the services received by the Trust in respect of, and the Trusts contractual arrangements relating to, transfer agency, sub-transfer agency, shareholder services, administrative services, custody, and such other areas as may be assigned by the Board to the Committee from time to time; and (f) undertake such other responsibilities as may be delegated to the Committee by the Board. The Valuation and Operations Committee met four times during the past fiscal year, and currently consists of the following Trustees: Mr. Allen (Chairperson), Ms. Dryden, Ms. Kosel and Mr. Wetmore, each of whom is not an interested person of the Trust, as defined in the 1940 Act.
The purposes of the Nominating and Fund Governance Committee are to: (a) assist the Board in its review and oversight of governance matters; (b) assist the Board with the selection and nomination of candidates to serve on the Board; (c) oversee legal counsel; (d) assist the Board in its review and oversight of shareholder communications and proxy voting by series of the Trust; and (e) undertake such other responsibilities as may be delegated to the Committee by the Board. The Nominating and Fund Governance Committee met four times during the past fiscal year, and currently consists of the following Trustees: Mr. Allen, Ms. Jacobs, Mr. Kridler (Chairperson) and Mr. Wetmore, each of whom is not an interested person of the Trust, as defined in the 1940 Act.
The Nominating and Fund Governance Committee has adopted procedures regarding its review of recommendations for trustee nominees, including those recommendations presented by shareholders. When considering whether to add additional or substitute trustees to the Board, the Trustees shall take into account any proposals for candidates that are properly submitted to the Trusts Secretary. Shareholders wishing to present one or more candidates for trustee for consideration may do so by submitting a signed written request to the Trusts
42
Secretary at Attn: Secretary, Nationwide Mutual Funds, One Nationwide Plaza, 5-02-210, Columbus, OH 43215, which includes the following information: (i) name and address of the shareholder and, if applicable, name of broker or record holder; (ii) number of shares owned; (iii) name of Fund(s) in which shares are owned; (iv) whether the proposed candidate(s) consent to being identified in any proxy statement utilized in connection with the election of Trustees; (v) the name, background information, and qualifications of the proposed candidate(s); and (vi) a representation that the candidate or candidates are willing to provide additional information about themselves, including assurances as to their independence.
The purposes of the Investment Committee are to: (a) assist the Board in its review and oversight of the Funds performance; and (b) undertake such other responsibilities as may be delegated to the Committee by the Board. The Investment Committee met four times during the past fiscal year, and currently consists of the following Trustees: Ms. Cholmondeley, Ms. Jacobs (Chairperson), Mr. Karlawish and Mr. Kridler, each of whom is not an interested person of the Trust, as defined in the 1940 Act, and Ms. Marshall, who is an interested person of the Trust, as defined in the 1940 Act.
Ownership of Shares of Nationwide Mutual Funds as of December 31, 2016
Name of Trustee |
Dollar Range of Equity Securities and/or
Shares in the Trust |
Aggregate Dollar Range of Equity Securities
and/or Shares in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies |
||
Independent Trustees |
||||
Charles E. Allen |
Over $100,000 | Over $100,000 | ||
Paula H.J. Cholmondeley |
Over $100,000 | Over $100,000 | ||
Phyllis Kay Dryden |
Over $100,000 | Over $100,000 | ||
Barbara I. Jacobs |
Over $100,000 | Over $100,000 | ||
Keith F. Karlawish |
Over $100,000 | Over $100,000 | ||
Carol A. Kosel |
Over $100,000 | Over $100,000 | ||
Douglas F. Kridler |
Over $100,000 | Over $100,000 | ||
David C. Wetmore |
Over $100,000 | Over $100,000 | ||
Interested Trustee |
||||
Lydia M. Marshall |
Over $100,000 | Over $100,000 |
Ownership in the Trusts Investment Adviser 1 , Subadvisers 2 or Distributor 3 as of December 31, 2016
Trustees who are not Interested Persons (as defined in the 1940 Act) of the Trust
Name of Trustee |
Name of Owners and
Relationships to Trustee |
Name of Company |
Title of Class of
Security |
Value of
Securities |
Percent of Class | |||||
Charles E. Allen |
N/A | N/A | N/A | None | N/A | |||||
Paula H.J. Cholmondeley |
N/A | N/A | N/A | None | N/A | |||||
Phyllis Kay Dryden |
N/A | N/A | N/A | None | N/A | |||||
Barbara I. Jacobs |
N/A | N/A | N/A | None | N/A | |||||
Keith F. Karlawish |
N/A | N/A | N/A | None | N/A | |||||
Carol A. Kosel |
N/A | N/A | N/A | None | N/A | |||||
Douglas F. Kridler |
N/A | N/A | N/A | None | N/A | |||||
David C. Wetmore |
N/A | N/A | N/A | None | N/A |
1 | Nationwide Fund Advisors. |
2 |
As of December 31, 2016, subadvisers to the series of the Trust included: Amundi Smith Breeden LLC; Ariel Investments, LLC; Bailard, Inc.; BlackRock Investment Management, LLC; Boston Advisors, LLC; Brown Capital Management, LLC; Dimensional Fund Advisors LP; Federated Investment Management Company; Garcia Hamilton & Associates, L.P.; Goldman Sachs Asset Management, |
43
L.P.; Henderson Geneva Capital Management LLC; Herndon Capital Management, LLC; HighMark Capital Management, Inc.; Nationwide Asset Management LLC; Standard Life Investments (Corporate Funds) Limited; Strategic Global Advisors, LLC; Thompson, Siegel & Walmsley LLC; UBS Asset Management (Americas) Inc.; Wellington Management Company, LLP; and Ziegler Capital Management, LLC. |
3 | Nationwide Fund Distributors LLC or any company, other than an investment company, that controls the Funds adviser or distributor. |
Compensation of Trustees
The Independent Trustees receive fees and reimbursement for expenses of attending board meetings from the Trust. The Compensation Table below sets forth the total compensation paid to the Trustees from all funds in the Trust, before reimbursement of expenses, for the fiscal year ended October 31, 2017. In addition, the table sets forth the total compensation paid to the Trustees from all funds in the Fund complex for the 12 months ended October 31, 2017. Trust officers receive no compensation from the Trust in their capacity as officers. The Adviser or an affiliate of the Adviser pays the fees, if any, and expenses of any Interested Trustees of the Trust. Accordingly, Ms. Marshall is not compensated by the funds in the Fund complex and, therefore, is not included in the Compensation Table below.
The Trust does not maintain any pension or retirement plans for the Officers or Trustees of the Trust.
Name of Trustee |
Aggregate
Compensation from the Trust |
Pension
Retirement Benefits Accrued as Part of Trust Expenses |
Estimated Annual
Benefits Upon Retirement |
Total Compensation
from the Fund Complex 1 |
||||||||
Charles E. Allen |
$ | 90,458.07 | N/A | N/A | $ | 335,000 | ||||||
Paula H.J. Cholmondeley |
91,812.01 | N/A | N/A | 340,000 | ||||||||
Phyllis Kay Dryden |
86,437.06 | N/A | N/A | 320,000 | ||||||||
Barbara I. Jacobs |
87,775.55 | N/A | N/A | 325,000 | ||||||||
Keith F. Karlawish |
86,407.79 | N/A | N/A | 320,000 | ||||||||
Carol A. Kosel |
86,407.79 | N/A | N/A | 320,000 | ||||||||
Douglas F. Kridler |
90,539.98 | N/A | N/A | 335,000 | ||||||||
David C. Wetmore |
110,004.59 | N/A | N/A | 407,000 |
1 | As of October 31, 2017, the Fund Complex included two trusts comprised of 114 investment company funds or series. |
Each of the Trustees and officers and their families are eligible to purchase Class A shares at net asset value without any sales charge.
Code of Ethics
Federal law requires the Trust, each of its investment advisers and subadvisers, and its principal underwriter to adopt codes of ethics which govern the personal securities transactions of their respective personnel. Accordingly, each such entity has adopted a code of ethics pursuant to which their respective personnel may invest in securities for their personal accounts (including securities that may be purchased or held by the Trust). Copies of these Codes of Ethics are on file with the SEC and are available to the public.
Proxy Voting Guidelines
Federal law requires the Trust, each of its investment advisers and subadvisers to adopt procedures for voting proxies (Proxy Voting Guidelines) and to provide a summary of those Proxy Voting Guidelines used to vote the securities held by the Fund. The Funds proxy voting policies and procedures and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 are available without charge (i) upon request, by calling 800-848-0920, (ii) on the Funds website at nationwide.com/mutualfunds, or (iii) on the SECs website at sec.gov. The summary of such Proxy Voting Guidelines is attached as Appendix B to this SAI.
44
Trust Expenses
The Trust pays, on behalf of the Fund, the compensation of the Trustees who are not interested persons (as described in the 1940 Act) of the Trust and all expenses (other than those assumed by NFA), including governmental fees, interest charges, taxes, membership dues in the Investment Company Institute allocable to the Trust; investment advisory fees and any Rule 12b-1 fees; fees under the Trusts Fund Administration and Transfer Agency Agreement, which includes the expenses of calculating the Funds net asset values; fees and expenses of independent certified public accountants and legal counsel of the Trust and to the Independent Trustees; expenses of preparing, printing, and mailing shareholder reports, notices, proxy statements, and reports to governmental offices and commissions; expenses connected with the execution, recording, and settlement of portfolio security transactions; short sale dividend expenses; insurance premiums; administrative services fees under an Administrative Services Plan; fees and expenses of the custodian for all services to the Trust; expenses of shareholder meetings; and expenses relating to the issuance, registration, and qualification of shares of the Trust. NFA may, from time to time, agree to voluntarily or contractually waive advisory fees, and if necessary reimburse expenses, in order to limit total operating expenses for the Fund and/or classes, as described below. These expense limitations apply to the classes described; if a particular class is not referenced, there is no expense limitation for that class.
Investment Adviser
NFA, located at One Nationwide Plaza, 5-02-210, Columbus, OH 43215, is a wholly owned subsidiary of Nationwide Financial Services, Inc. (NFS), a holding company which is a direct wholly owned subsidiary of Nationwide Corporation. All of the common stock of Nationwide Corporation is held by Nationwide Mutual Insurance Company (95.2%) and Nationwide Mutual Fire Insurance Company (4.8%), each of which is a mutual company owned by its policy holders.
Under the Investment Advisory Agreement with the Trust, NFA manages the Fund in accordance with the policies and procedures established by the Trustees. NFA operates primarily as a Manager-of-Managers under which NFA, rather than managing most Funds directly, instead oversees one or more subadvisers.
NFA provides investment management evaluation services in initially selecting and monitoring on an ongoing basis the performance of one or more subadvisers who manage the investment portfolio of the Fund. NFA is also authorized to select and place portfolio investments on behalf of the Fund; however, NFA does not intend to do so as a routine matter at this time. The Adviser and the Trust have received an exemptive order from the SEC for a multimanager structure that allows the Adviser, subject to the approval of the Board of Trustees, to hire, replace or terminate a subadviser (excluding hiring a subadviser which is an affiliate of the Adviser) without the approval of shareholders. The order also allows the Adviser to revise a subadvisory agreement with an unaffiliated subadviser with the approval of the Board of Trustees but without shareholder approval. If a new unaffiliated subadviser is hired for the Fund, shareholders will receive information about the new subadviser within 90 days of the change. The exemptive order allows the Fund greater flexibility, enabling them to operate more efficiently.
NFA pays the compensation of the officers of the Trust employed by NFA and pays a pro rata portion of the compensation and expenses of any Trustees who are interested persons of the Trust. NFA also furnishes, at its own expense, all necessary administrative services, office space, equipment, and clerical personnel for servicing the investments of the Trust and maintaining its investment advisory facilities, and executive and supervisory personnel for managing the investments and effecting the portfolio transactions of the Trust. In addition, NFA pays, out of its legitimate profits, broker-dealers, trust companies, transfer agents and other financial institutions in exchange for their selling of shares of the Trusts series or for recordkeeping or other shareholder related services.
The Investment Advisory Agreement (Agreement) also specifically provides that NFA, including its directors, officers, and employees, shall not be liable for any error of judgment, or mistake of law, or for any loss arising out of any investment, or for any act or omission in the execution and management of the Trust, except for
45
willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties under the Agreement. The Agreement continues in effect for an initial period of no more than two years and thereafter shall continue automatically for successive annual periods provided such continuance is specifically approved at least annually by the Trustees, or by vote of a majority of the outstanding voting securities of the Trust, and, in either case, by a majority of the Trustees who are not parties to the Agreement or interested persons of any such party. The Agreement terminates automatically in the event of its assignment, as defined under the 1940 Act. It may be terminated at any time as to the Fund, without penalty, by vote of a majority of the outstanding voting securities of the Fund, by the Board of Trustees or NFA on not more than 60 days written notice. The Agreement further provides that NFA may render similar services to others.
For services provided under the Investment Advisory Agreement, NFA receives an annual fee paid monthly based on average daily net assets of the Fund according to the following schedule:
Fund |
Assets | Investment Advisory Fee | ||||
Nationwide Loomis All Cap Growth Fund |
Up to $1 billion
$1 billion and more |
|
0.80
0.775 |
%
% |
Limitation of Fund Expenses
In the interest of limiting the expenses of the Fund, NFA may from time to time waive some, or all, of its investment advisory fee or reimburse other fees for the Fund. In this regard, NFA has entered into an expense limitation agreement with the Trust on behalf of the Fund (the Expense Limitation Agreement). Pursuant to the Expense Limitation Agreement, NFA has agreed to waive or limit its fees and to assume other expenses to the extent necessary to limit the total annual operating expenses of each class of the Fund to the limits described below. The waiver of such fees will cause the total return and yield of the Fund to be higher than they would otherwise be in the absence of such a waiver.
With respect to the Fund, NFA may request and receive reimbursement from the Fund for the advisory fees waived or limited and other expenses reimbursed by NFA pursuant to the Expense Limitation Agreement at a later date when the Fund has reached a sufficient asset size to permit reimbursement to be made without causing the total annual operating expense ratio of the Fund to exceed the limits that were in the Expense Limitation Agreement at the time that NFA waived the fees or reimbursed the expenses. No reimbursement will be made to the Fund unless: (i) the Funds assets exceed $100 million; (ii) the total annual expense ratio of the class making such reimbursement is less than the limit set forth below; and (iii) the payment of such reimbursement is made no more than three years from the month in which the corresponding waiver or reimbursement to the Fund was made. Except as provided for in the Expense Limitation Agreement, reimbursement of amounts previously waived or assumed by NFA is not permitted.
Until at least February 28, 2019, NFA has agreed contractually to waive advisory fees and, if necessary, reimburse expenses in order to limit total annual fund operating expenses, excluding any taxes, interest, brokerage commissions and other costs incurred in connection with the purchase and sale of portfolio securities, acquired fund fees and expenses, short sale dividend expenses, Rule 12b-1 fees, fees paid pursuant to an Administrative Services Plan, other expenditures which are capitalized in accordance with generally accepted accounting principles, expenses incurred by the Fund in connection with any merger or reorganization and non-routine other expenses not incurred in the ordinary course of the Funds business, to 0.85% for all share classes.
Investment Advisory Fees Paid
No information is provided for the investment advisory fees paid since the Fund only commenced operations on June 1, 2017.
Subadviser
Subject to oversight by NFA and the Trustees, the subadviser will manage all or a portion of the assets of the Fund in accordance with the Funds investment objectives and policies. The subadviser makes investment
46
decisions for the Fund and in connection with such investment decisions, places purchase and sell orders for securities. For the investment management services it provides to the Fund, the subadviser receives annual fees from NFA, calculated at an annual rate based on the average daily net assets of the Fund.
The subadviser provides investment advisory services to the Fund pursuant to a Subadvisory Agreement. The Subadvisory Agreement specifically provides that the subadviser shall not be liable for any error of judgment, or mistake of law, or for any loss arising out of any investment, or for any act or omission in the execution and management of the Fund, except for willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties under such Agreement. After an initial period of not more than two years, the Subadvisory Agreement must be approved each year by the Trusts Board of Trustees or by shareholders in order to continue. The Subadvisory Agreement terminates automatically if it is assigned. It also may be terminated, at any time, without penalty, by vote of a majority of the outstanding voting securities, by the Board of Trustees, NFA or the subadviser, on not more than 60 days written notice.
Loomis, Sayles & Company, L.P. (Loomis Sayles) is subadviser to the Fund. Loomis Sayles, located at One Financial Center, Boston, Massachusetts 02111, was founded in 1926 and is one of the oldest investment advisory firms in the United States with over $240.2 billion in assets under management as of December 31, 2016.
Subadvisory Fees Paid
No information is provided for the subadvisory fees paid since the Fund only commenced operations on June 1, 2017.
Manager-of-Managers Structure
NFA and the Trust have received from the SEC an exemptive order for a manager-of-managers structure which allows NFA, subject to the approval of the Board of Trustees, to hire, replace or terminate unaffiliated subadvisers without the approval of shareholders; the order also allows NFA to revise a subadvisory agreement with an unaffiliated subadviser without shareholder approval. If a new unaffiliated subadviser is hired, the change will be communicated to shareholders within 90 days of such change, and all changes will be approved by the Board of Trustees, including a majority of the Trustees who are not interested persons of the Trust or NFA. The order is intended to facilitate the efficient operation of the Funds and afford the Trust increased management flexibility.
With respect to subadvisers that NFA hires for the Fund, NFA provides investment management evaluation services to the Fund principally by performing initial due diligence on prospective subadvisers and thereafter monitoring the performance of the subadvisers through quantitative and qualitative analysis as well as periodic in-person, telephonic and written consultations with the subadvisers. NFA has responsibility for communicating performance expectations and evaluations to the subadvisers and ultimately recommending to the Board of Trustees whether a subadvisers contract should be renewed, modified or terminated; however, NFA does not expect to recommend changes of subadvisers frequently. NFA will regularly provide written reports to the Board of Trustees regarding the results of its evaluation and monitoring functions. Although NFA will monitor the performance of the subadvisers, there is no certainty that the subadvisers or the Fund will obtain favorable results at any given time.
Portfolio Managers
Appendix C contains the following information regarding the portfolio manager identified in the Funds Prospectus: (i) the dollar range of the portfolio managers investments in the Fund; (ii) a description of the portfolio managers compensation structure; and (iii) information regarding other accounts managed by the portfolio manager and potential conflicts of interest that might arise from the management of multiple accounts.
Distributor
Nationwide Fund Distributors LLC (NFD or the Distributor), One Nationwide Plaza, 5-02-210, Columbus, OH 43215, serves as underwriter for the Fund in the continuous distribution of its shares pursuant to an Underwriting Agreement dated May 1, 2007 (the Underwriting Agreement). Unless otherwise terminated, the
47
Underwriting Agreement will continue for an initial period of two years and from year to year thereafter for successive annual periods, if, as to the Fund, such continuance is approved at least annually by (i) the Board of Trustees or by the vote of a majority of the outstanding shares of the Fund, and (ii) the vote of a majority of the Trustees of the Trust who are not parties to the Underwriting Agreement or interested persons (as defined in the 1940 Act) of any party to the Underwriting Agreement, cast in person at a meeting called for the purpose of voting on such approval. The Underwriting Agreement may be terminated in the event of any assignment, as defined in the 1940 Act. NFD is a wholly owned subsidiary of NFS Distributors, Inc., which in turn is a wholly owned subsidiary of NFS. The following entities or people are affiliates of the Trust and are also affiliates of NFD:
Nationwide Fund Advisors
Nationwide Fund Management LLC
Nationwide Life Insurance Company
Nationwide Life and Annuity Insurance Company
Jefferson National Life Insurance Company
Jefferson National Life Insurance Company of New York
Nationwide Financial Services, Inc.
Nationwide Corporation
Nationwide Mutual Insurance Company
Michael S. Spangler
Brian Hirsch
Joseph Finelli
Eric Miller
Lydia M. Marshall
Lee T. Cummings
Timothy M. Rooney
Christopher C. Graham
In its capacity as Distributor, NFD solicits orders for the sale of shares, advertises and pays the costs of distribution, advertising, office space and the personnel involved in such activities. NFD receives no compensation under the Underwriting Agreement with the Trust, but may retain all or a portion of the sales charge and 12b-1 fee, if any, imposed upon sales of shares of the Fund.
Distribution Plan
The Trust has adopted a Distribution Plan (the Plan) under Rule 12b-1 of the 1940 Act with respect to certain classes of shares. The Plan permits the Funds to compensate NFD, as the Funds principal underwriter, for expenses associated with the distribution of certain classes of shares of the Funds. Although actual distribution expenses may be more or less, the Funds, or the applicable class, as indicated below, pay NFD an annual fee under the Plan in an amount that will not exceed 0.25% of the average daily net assets of Class A and Class T shares of the Fund (distribution or service fee).
No information is provided for the distribution or service fees paid since the Fund only commenced operations on June 1, 2017.
As required by Rule 12b-1, the Plan was approved by the Board of Trustees, including a majority of the Trustees who are not interested persons of the Funds and who have no direct or indirect financial interest in the operation of the Plan (the Independent Trustees). The Trusts current Plan was initially approved by the Board of Trustees on May 1, 2007, and is amended from time to time upon approval by the Board of Trustees. The Plan may be terminated as to a class of a Fund by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding shares of that class. Any change in the Plan that would materially increase the distribution cost to a class requires shareholder approval. The Trustees review quarterly a written report of such costs and the purposes for which such costs have been incurred. The Plan may be amended by vote of the Trustees including a majority of the Independent Trustees, cast in person at a meeting called for that purpose. For so long as the Plan is in effect, selection and nomination of those Trustees who are not interested persons of the Trust shall be committed to the discretion of such disinterested persons. All agreements with any person relating to the implementation of the Plan may be terminated at any time on 60 days written notice without payment of any penalty, by vote of a majority of
48
the Independent Trustees or by a vote of the majority of the outstanding shares of the applicable class. The Plan will continue in effect for successive one-year periods, provided that each such continuance is specifically approved (i) by the vote of a majority of the Independent Trustees, and (ii) by a vote of a majority of the entire Board of Trustees cast in person at a meeting called for that purpose. The Board of Trustees has a duty to request and evaluate such information as may be reasonably necessary for them to make an informed determination of whether the Plan should be implemented or continued. In addition, the Trustees in approving the Plan as to a Fund must determine that there is a reasonable likelihood that the Plan will benefit such Fund and its shareholders.
NFD has entered into, and will enter into, from time to time, agreements with selected dealers pursuant to which such dealers will provide certain services in connection with the distribution of a Funds shares including, but not limited to, those discussed above. NFD, or an affiliate of NFD, pays additional amounts from its own resources to dealers or other financial intermediaries, including its affiliate, NFS or its subsidiaries, for aid in distribution or for aid in providing administrative services to shareholders.
Administrative Services Plan
Under the terms of an Administrative Services Plan, Nationwide Fund Management LLC is permitted to enter into Servicing Agreements on behalf of the Fund with servicing organizations, such as broker-dealers and financial institutions, who agree to provide certain administrative support services for the Fund. Such administrative support services include, but are not limited to, the following: establishing and maintaining shareholder accounts, processing purchase and redemption transactions, arranging for bank wires, performing shareholder sub-accounting, answering inquiries regarding the Fund, providing periodic statements showing the account balance for beneficial owners or for plan participants or contract holders of insurance company separate accounts, transmitting proxy statements, periodic reports, updated prospectuses and other communications to shareholders and, with respect to meetings of shareholders, collecting, tabulating and forwarding to the Trust executed proxies and obtaining such other information and performing such other services as may reasonably be required.
As authorized by the particular Administrative Services Plan(s) for the Fund, the Trust has entered into Servicing Agreements for the Fund pursuant to which NFS has agreed to provide certain administrative support services in connection with the applicable Fund shares held beneficially by its customers. NFS is a wholly owned subsidiary of Nationwide Corporation, and is the parent company of NFA, and the indirect parent company of NFD. In consideration for providing administrative support services, NFS and other entities with which the Trust may enter into Servicing Agreements will receive a fee, computed at the annual rate of up to 0.25%, of the average daily net assets of the Class A, Class T and Institutional Service Class shares of the Fund.
No information is provided for the administrative service fees paid since the Fund only commenced operations on June 1, 2017.
Fund Administration and Transfer Agency Services
Under the terms of a Joint Fund Administration and Transfer Agency Agreement (the Joint Administration Agreement) dated May 1, 2010, Nationwide Fund Management LLC (NFM), an indirect wholly owned subsidiary of NFS, provides various administration and accounting services to the Trust and Nationwide Variable Insurance Trust (another trust also advised by NFA), including daily valuation of the Funds shares, preparation of financial statements, tax returns, and regulatory reports, and presentation of quarterly reports to the Board of Trustees. NFM also serves as transfer agent and dividend disbursing agent for each of the Funds. NFM is located at One Nationwide Plaza, 5-02-210, Columbus, OH 43215. Under the Joint Administration Agreement, NFM is paid an annual fee for fund administration and transfer agency services based on the sum of the following: (i) the amount payable by NFM to J.P. Morgan Chase Bank, N.A. (JPMorgan) under the Sub-Administration Agreement between NFM and JPMorgan (see Sub-Administration below) and (ii) the amount payable by NFM to U.S. Bancorp Fund Services, LLC (US Bancorp) under the Sub-Transfer Agent Servicing Agreement between NFM and US Bancorp (see Sub-Transfer Agency below); and (iii) a percentage of the combined average daily net assets of the Trust and Nationwide Variable Insurance Trust. In addition, the Trust also pays out-of-pocket expenses reasonably incurred by NFM in providing services to the Funds and Trust, including, but not limited to, the cost of pricing services that NFM utilizes.
49
No information is provided for the fund administration and transfer agency fees paid since the Fund only commenced operations on June 1, 2017.
Sub-Administration
NFM has entered into a Sub-Administration Agreement with J.P. Morgan Chase Bank, N.A. dated May 22, 2009, to provide certain fund sub-administration services for the Fund. NFM pays JPMorgan a fee for these services.
Sub-Transfer Agency
NFM has entered into a Sub-Transfer Agent Servicing Agreement with U.S. Bancorp Fund Services, LLC dated September 1, 2012, to provide certain sub-transfer agency services for the Fund. NFM pays US Bancorp a fee for these services.
Custodian
J.P. Morgan Chase Bank, N.A, 270 Park Avenue, New York, NY 10017, is the custodian for the Fund and makes all receipts and disbursements under a Custody Agreement. The Custodian performs no managerial or policy making functions for the Fund.
Legal Counsel
Stradley Ronon Stevens and Young, LLP, 1250 Connecticut Avenue, N.W., Suite 500, Washington, DC 20036-2652, serves as the Trusts legal counsel.
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP, Two Commerce Square, Suite 1700, 2001 Market Street, Philadelphia, PA 19103-7042, serves as the Independent Registered Public Accounting Firm for the Trust.
NFA or a subadviser is responsible for decisions to buy and sell securities and other investments for the Fund, the selection of brokers and dealers to effect the transactions and the negotiation of brokerage commissions, if any. In transactions on stock and commodity exchanges in the United States, these commissions are negotiated, whereas on foreign stock and commodity exchanges these commissions are generally fixed and are generally higher than brokerage commissions in the United States. In the case of securities traded on the over-the-counter markets or for securities traded on a principal basis, there is generally no commission, but the price includes a spread between the dealers purchase and sale price. This spread is the dealers profit. In underwritten offerings, the price includes a disclosed, fixed commission or discount. Most short-term obligations are normally traded on a principal rather than agency basis. This may be done through a dealer (e.g., a securities firm or bank) who buys or sells for its own account rather than as an agent for another client, or directly with the issuer.
Except as described below, the primary consideration in portfolio security transactions is best price and execution of the transaction, i.e., execution at the most favorable prices and in the most effective manner possible. Best price-best execution encompasses many factors affecting the overall benefit obtained by the client account in the transaction including, but not necessarily limited to, the price paid or received for a security, the commission charged, the promptness, availability and reliability of execution, the confidentiality and placement accorded the order, and customer service. Therefore, best price-best execution does not necessarily mean obtaining the best price alone but is evaluated in the context of all the execution services provided. NFA and the subadviser(s) have complete freedom as to the markets in and the broker-dealers through which they seek this result.
Subject to the primary consideration of seeking best price-best execution and as discussed below, securities may be bought or sold through broker-dealers who have furnished statistical, research, and other information or services to NFA or a subadviser. In placing orders with such broker-dealers, NFA or the subadviser will, where
50
possible, take into account the comparative usefulness of such information. Such information is useful to NFA or a subadviser even though its dollar value may be indeterminable, and its receipt or availability generally does not reduce NFAs or a subadvisers normal research activities or expenses.
There may be occasions when portfolio transactions for the Fund are executed as part of concurrent authorizations to purchase or sell the same security for trusts or other accounts (including other mutual funds) served by NFA or a subadviser or by an affiliated company thereof. Although such concurrent authorizations potentially could be either advantageous or disadvantageous to the Fund, they are effected only when NFA or the subadviser believes that to do so is in the interest of the Fund. When such concurrent authorizations occur, the executions will be allocated in an equitable manner.
In purchasing and selling investments for the Fund, it is the policy of NFA or a subadviser to obtain best execution at the most favorable prices through responsible broker-dealers. The determination of what may constitute best execution in a securities transaction by a broker involves a number of considerations, including the overall direct net economic result to the Fund (involving both price paid or received and any commissions and other costs paid), the efficiency with which the transaction is effected, the ability to effect the transaction at all when a large block is involved, the availability of the broker to stand ready to execute possibly difficult transactions in the future, the professionalism of the broker, and the financial strength and stability of the broker. These considerations are judgmental and are weighed by NFA or a subadviser in determining the overall reasonableness of securities executions and commissions paid. In selecting broker-dealers, NFA or a subadviser will consider various relevant factors, including, but not limited to, the size and type of the transaction; the nature and character of the markets for the security or asset to be purchased or sold; the execution efficiency, settlement capability, and financial condition of the broker-dealers firm; the broker-dealers execution services, rendered on a continuing basis; and the reasonableness of any commissions.
NFA or a subadviser may cause the Fund to pay a broker-dealer who furnishes brokerage and/or research services a commission that is in excess of the commission another broker-dealer would have received for executing the transaction if it is determined, pursuant to the requirements of Section 28(e) of the Exchange Act, that such commission is reasonable in relation to the value of the brokerage and/or research services provided. Such research services may include, among other things, analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy, analytic or modeling software, market data feeds and historical market information. Any such research and other information provided by brokers to NFA or a subadviser is considered to be in addition to and not in lieu of services required to be performed by it under the respective advisory or subadvisory agreement. The fees paid to NFA or a subadviser pursuant to the respective advisory or subadvisory agreement are not reduced by reason of its receiving any brokerage and research services. The research services provided by broker-dealers can be useful to NFA or a subadviser in serving its other clients. All research services received from the brokers to whom commissions are paid are used collectively, meaning such services may not actually be utilized in connection with each client account that may have provided the commission paid to the brokers providing such services. NFA and any subadviser are prohibited from considering a broker-dealers sale of shares of any fund for which it serves as investment adviser or subadviser, except as may be specifically permitted by law.
Commission Recapture Program . NFA may instruct subadviser(s) to direct brokerage transactions, subject to seeking best execution, to certain broker-dealers who have agreed to participate in a commission recapture program. Under the commission recapture program, the participating broker-dealer returns a portion of the commission dollars paid by the Fund directly to the Fund. NFA has instructed subadviser(s) to direct brokerage transactions to broker-dealers participating in the commission recapture program only if the subadviser believes that doing so is consistent with its obligations to seek best execution. Commissions recaptured by the Fund will be included in realized gain (loss) on securities in the Funds appropriate financial statements.
Fund portfolio transactions may be effected with broker-dealers who have assisted investors in the purchase of variable annuity contracts or variable insurance policies issued by Nationwide Life Insurance Company or Nationwide Life & Annuity Insurance Company. However, neither such assistance nor sale of other investment company shares is a qualifying or disqualifying factor in a broker-dealers selection, nor is the selection of any broker-dealer based on the volume of shares sold.
51
Under the 1940 Act, affiliated persons of the Fund are prohibited from dealing with it as a principal in the purchase and sale of securities unless an exemptive order allowing such transactions is obtained from the SEC. However, the Fund may purchase securities from underwriting syndicates of which a subadviser or any of its affiliates, as defined in the 1940 Act, is a member under certain conditions, in accordance with Rule 10f-3 under the 1940 Act.
The Fund contemplates that, consistent with the policy of obtaining best results, brokerage transactions may be conducted through affiliated brokers or dealers, as defined in the 1940 Act. Under the 1940 Act, commissions paid by the Fund to an affiliated broker or dealer in connection with a purchase or sale of securities offered on a securities exchange may not exceed the usual and customary brokers commission. Accordingly, it is the Funds policy that the commissions to be paid to an affiliated broker-dealer must, in the judgment of the appropriate subadviser, be (1) at least as favorable as those that would be charged by other brokers having comparable execution capability and (2) at least as favorable as commissions contemporaneously charged by such broker or dealer on comparable transactions for the brokers or dealers most favored unaffiliated customers. Subadviser(s) do not necessarily deem it practicable or in the Funds best interests to solicit competitive bids for commissions on each transaction. However, consideration regularly is given to information concerning the prevailing level of commissions charged on comparable transactions by other brokers during comparable periods of time.
No information is provided for the brokerage commissions paid to affiliated brokers of NFA since the Fund only commenced operations on June 1, 2017.
Other Dealer Compensation
In addition to the dealer commissions and payments under its 12b-1 Plan, from time to time, NFA and/or its affiliates may make payments for distribution and/or shareholder servicing activities out of their past profits and other of their own resources. NFA and/or its affiliates may make payments for marketing, promotional, or related services provided by dealers and other financial intermediaries, and may be in exchange for factors that include, without limitation, differing levels or types of services provided by the intermediary, the expected level of assets or sales of shares, the placing of the Fund on a preferred or recommended list, access to an intermediarys personnel, and other factors. The amount of these payments is determined by NFA.
In addition to these payments described above, NFA or its affiliates may offer other sales incentives in the form of sponsorship of educational or client seminars relating to current products and issues, assistance in training and educating the intermediarys personnel, and/or entertainment or meals. These payments also may include, at the direction of a retirement plans named fiduciary, amounts to intermediaries for certain plan expenses or otherwise for the benefit of plan participants and beneficiaries. As permitted by applicable law, NFA or its affiliates may pay or allow other incentives or payments to intermediaries.
The payments described above are often referred to as revenue sharing payments. The recipients of such payments may include:
| the Distributor and other affiliates of NFA, |
| broker-dealers, |
| financial institutions, and |
| other financial intermediaries through which investors may purchase shares of the Fund. |
Payments may be based on current or past sales; current or historical assets; or a flat fee for specific services provided. In some circumstances, such payments may create an incentive for an intermediary or its employees or associated persons to recommend or sell shares of a fund to you instead of shares of funds offered by competing fund families. NFA does not seek reimbursement by the Fund for such payments.
Additional Compensation to Affiliated Financial Institution. Nationwide Fund Advisors (NFA) and Nationwide Fund Distributors LLC (NFD), pursuant to an agreement by the parties, pay their affiliate, Nationwide Financial Services, Inc. various amounts under the terms of the agreement.
52
Additional Compensation to Financial Institutions. The unaffiliated financial institutions that receive additional compensation (as described in the Prospectus) from NFA, NFM or NFD, from their own resources, include the following (the information set forth below is considered complete as of the date of this SAI, and as supplemented; however, agreements may be entered into, terminated, or amended, from time to time, without notice or change to the SAI):
AIG Advisor Group, Inc.; SagePoint Financial Advisors, Inc.; FSC Securities Corporation; Woodbury Financial, Inc.; and Royal Alliance Associates, Inc. (collectively, Advisor Group)
NFA, pursuant to a written agreement, pays each respective member of the Advisor Group quarterly at the annual rates as follows: (i) 0.07% (7 basis points) of the average daily net asset value of shares of each respective Nationwide Target Destination Fund and each respective Nationwide Investor Destinations Fund that are sold by the Advisor Group to their customers; (ii) 0.00% (0 basis points) of the average daily net asset value of shares of the following Funds that are sold by the Advisor Group to their customers: Nationwide Bond Index Fund; Nationwide International Index Fund; Nationwide Mid Cap Market Index Fund; Nationwide S&P 500 Index Fund; Nationwide Small Cap Index Fund; and Nationwide Government Money Market Fund; and (iii) 0.10% (10 basis points) of the average daily net asset value of shares of all other series of the Trust that are sold by the Advisor Group to their customers. The aforementioned fees will exclude shares held in non-taxable fee-based advisory accounts in lieu of a $5,000 annual fee.
Ameriprise Financial Services, Inc. (Ameriprise)
NFD, pursuant to a written agreement, pays Ameriprise monthly at the annual rates as follows: (i) 0.08% (8 basis points) of the average daily aggregate value of shares of each respective Nationwide Target Destination Fund and each respective Nationwide Investor Destinations Fund held by Ameriprises customers during the month through all sales platforms, as set forth in the agreement; (ii) 0.00% (0 basis points) of the average daily aggregate value of shares of the following Funds that are held by Ameriprises customers during the month through all sales platforms, as set forth in the agreement: Nationwide Bond Index Fund; Nationwide International Index Fund; Nationwide Mid Cap Market Index Fund; Nationwide S&P 500 Index Fund; Nationwide Small Cap Index Fund; and Nationwide Government Money Market Fund; and (iii) 0.10% (10 basis points) of the average daily aggregate value of shares of all other series of the Trust held by Ameriprises customers during the month through all platforms, as set forth in the agreement. NFD also will pay Ameriprise $1,000 for each new subsequent Fund placed in the written agreement of the parties. The merger or reorganization of a Fund into another Fund that is not at the time included in the agreement, will be considered to be the addition of a new Fund. NFD also will reimburse Ameriprise for expenses deriving from performing services relating to but separate from distribution services, including but not limited to, technology services, operational reporting, or technology or operational expenses deriving from particular issues presented by the Funds or systems. NFD also will pay Ameriprise the reasonable costs Ameriprise incurs when responding to or complying with any audit, report, examination, inspection or compliance review requested by NFD or the Funds and any information or document request and any other request by NFD that is not otherwise specifically addressed in an agreement of the parties.
Bailard, Inc. (Bailard)
NFA, pursuant to a written agreement, pays Bailard monthly at the following annual rates: (i) 0.275% (27.5 basis points) of the daily net assets of the Class M shares of the Nationwide Bailard International Equities Fund; (ii) 0.305% (30.5 basis points) of the daily net assets of the Class M shares of the Nationwide Bailard Cognitive Value Fund and the Nationwide Bailard Technology & Science Fund; and (iii) 0.475% (47.5 basis points) of the daily net assets of the Class M shares of the Nationwide Bailard Emerging Markets Equity Fund. Clients of Bailard pay investment advisory fees to Bailard in connection with the management of the clients assets, a portion of which may be invested in one or more of the Nationwide Bailard Emerging Markets Equity Fund, Nationwide Bailard International Equities Fund, the Nationwide Bailard Cognitive Value Fund and the Nationwide Bailard Technology & Science Fund. Bailard has agreed with its clients that the amount of the advisory fee paid by the client (whether directly to Bailard or indirectly through Bailards management of investment vehicles in which the client invests) will equal a fixed percentage of the value of the clients account with Bailard. As a result, the direct fee that Bailard receives from its clients will be reduced by the amount of the investment advisory fee (i.e., the fee paid to NFA) that
53
such clients indirectly incur as shareholders of such Funds. The additional payments by NFA out of its own resources, as described above, are intended to assist Bailard in recouping the client fees waived or reduced by it as described above. These periodic payments, which are solely the obligation of NFA are separate from and in addition to the subadvisory fees paid to Bailard.
B.C. Ziegler & Company, Inc. (B.C. Ziegler)
NFA, pursuant to a written agreement, pays B.C. Ziegler the following (i) 0.10% (10 basis points) on the average daily net asset value of Fund shares held by customers of B.C Ziegler in the following Funds: Nationwide Bailard Cognitive Value Fund, Nationwide Bailard International Equities Fund, Nationwide Bailard Technology & Science Fund, Nationwide Geneva Mid Cap Growth Fund, Nationwide Geneva Small Cap Growth Fund, Nationwide Large Cap Equity Fund and Nationwide Small Cap Core Fund, and (ii) 0.05% (5 basis points) on the average daily net asset value of Fund shares held by customers of B.C. Ziegler in the following Funds: Nationwide Loomis Bond Fund, Nationwide California Intermediate Tax Free Bond Fund, Nationwide National Intermediate Tax Free Bond Fund and the Nationwide Loomis Short Term Bond Fund.
Cambridge Investment Research, Inc. (Cambridge)
NFA, pursuant to a written agreement with Cambridge, reimburses Cambridge a ten dollar ($10.00) ticket charge for each Fund share purchase that is (1) equal to or greater than $5,000, (2) on a single ticket that includes only Nationwide Funds, and (3) entered and executed through one of Cambridges clearing firms, National Financial, LLC and/or Pershing, LLC. Excluded from this arrangement are (i) redemptions or exchanges, (ii) purchases subject to no-transaction fees, (iii) purchases by check and application direct to the Funds transfer agent, or (iv) any Fund that is not available for purchase by new investors or is otherwise only available for purchase by existing shareholders pursuant to the terms of the Funds then-current prospectus.
Charles Schwab & Co., Inc. (Schwab)
Pursuant to a written agreement, Schwab receives 0.40% (40 basis points) of the average daily value of shares held in accounts at Schwab (excluding the value of shares held in such accounts prior to the effectiveness of the written agreement) or $1,000 per month for each Fund, whichever is greater. Each Funds 12b-1 and administrative servicing fees pay for distribution and service components, respectively. NFA pays for any overage.
Fidelity Brokerage Services LLC (Fidelity Brokerage) and National Financial Services LLC (National Financial)
Pursuant to a written agreement, Fidelity Brokerage and National Financial receive monthly 0.40% (40 basis points) of the daily market value of the number of Fund shares held in accounts at Fidelity Brokerage and National Financial. Each Funds 12b-1 and administrative servicing fees pay for distribution and service components, respectively. NFA pays for any overage.
First Allied Securities, Inc. (First Allied)
NFA, pursuant to a written agreement of the parties, pays First Allied quarterly a service fee at the annual rate as follows: (i) 0.20% (20 basis points) of the net asset value of Class A shares of the following Funds sold subject to a front-end sales charge (as may be reduced by rights of accumulation, if applicable), by First Allied to its customers: Nationwide Target Destination Funds, Nationwide Investor Destinations Funds, Nationwide Growth Fund, Nationwide International Index Fund, Nationwide Mid Cap Market Index Fund, Nationwide S&P 500 Index Fund, Nationwide Small Cap Index Fund, and Nationwide U.S. Small Cap Value Fund; and (ii) 0.05% (5 basis points) on the net asset value of Class A shares of the following Funds, sold subject to a front-end sales charge (as may be reduced by rights of accumulation, if applicable), by First Allied to its customers: Nationwide Bond Fund, Nationwide Bond Index Fund and Nationwide Government Bond Fund. Any annual aggregate minimum with respect to the foregoing payments have been waived.
Investacorp, Inc. (Investacorp)
54
NFA, pursuant to a written agreement between both parties, pays Investacorp quarterly a service fee at the annual rate of 0.05% (5 basis points) of the net asset value of Class A shares, sold subject to a front-end sales charge (as may be reduced by rights of accumulation, if applicable), by Investacorp to its customers. The following Nationwide Funds are excluded from this arrangement: Nationwide Bond Index Fund; Nationwide International Index Fund; Nationwide Mid Cap Market Index Fund; Nationwide S&P 500 Index Fund; Nationwide Small Cap Index Fund; and Nationwide Government Money Market Fund. Any annual aggregate minimum with respect to the foregoing payments have been waived.
LPL Financial LLC (LPL)
NFA, pursuant to a written agreement with LPL, pays LPL a ticket charge of $10.00 for each Fund purchase order entered and executed electronically by LPL on its brokerage platform. Ticket charges do not apply to redemptions, exchanges, purchases by check and application direct to the Funds transfer agent or to purchase orders with respect to the Nationwide Government Money Market Fund. A $4.50 ticket charge will be paid on eligible fee based account purchases in Institutional Service Class shares. The Nationwide Government Money Market, Nationwide Inflation-Protected Securities Fund and Index series are excluded from this arrangement. In addition, NFA pays LPL a service fee at the annual rate of 0.09% (9 basis points) of the average daily net asset value of brokerage (load/commissionable non-ERISA) and advisory assets above a base rate established January 1, 2014, of the Funds, with the exception of the Nationwide Government Money Market Fund, in any asset class owned beneficially or of record from time to time by customers or owned of record by LPL. NFA will pay a fee of 0.05% (5 basis points) on the advisory asset base established on January 1, 2014. For purposes of this service fee, Fund shareholder accounts may be held at LPL in street name or at the Funds transfer agent.
MSCS Financial Services, Inc. (MSCS)
NFA, pursuant to a written agreement of the parties, pays MSCS monthly a service fee at the annual rate of 0. 25% (25 basis points) on shares held at Merrill Lynch that are subject to a service fee.
Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill Lynch)
NFD, pursuant to a written agreement of the parties, pays Merrill Lynch the following fees: (i) a monthly fee of 0.25% (25 basis points) of total new gross sales of shares of any class of each Fund (excluding sales from reinvestment of distributions and exchanges of shares of one or more Funds for any other Fund or Funds), payable in arrears; and (ii) an annual fee, payable quarterly, of 0.10% (10 basis points) of the value of Fund shares (including sales from exchanges of shares of one or more Funds for any other Fund or Funds) held by Merrill Lynchs customers for more than one year, for Merrill Lynchs continuing due diligence, training and marketing. In addition, NFA pays for administrative services that exceed the amount available under the Trusts Administrative Services Plan for shares held on Merrill Lynchs retirement plan platform.
Morgan Stanley Smith Barney LLC (Morgan Stanley) and Citigroup Global Markets Inc. (Citigroup)
NFA, pursuant to a written agreement of the parties, pays Morgan Stanley quarterly a mutual fund support fee on all brokerage and advisory assets, excluding money market, ERISA, SEP-IRA and SIMPLE-IRA assets at the following rates based on the Funds management fee stated in the then current prospectus:
Fund Mgt Fee |
Fee Paid | |
Up to 0.25% |
1 bps | |
0.25%-0.29% |
2 bps | |
0.30%-0.34% |
4 bps | |
0.35%-0.39% |
5 bps | |
0.40% and above |
10 bps |
55
In addition, NFM pays Morgan Stanley 6 bps for each customer account position. Each Funds administrative servicing fees pay for the service components, to the extent permitted by the Trusts Administrative Services Plan. NFA pays out of its own resources for any overages.
National Planning Holdings, Inc.; Invest Financial Corporation, Investment Centers of America, Inc.; National Planning Corporation; and SII Investments, Inc. (collectively, NPH Group)
NFA, pursuant to a written agreement with National Planning Holdings, Inc. (the parent company of each of the other members of the NPH Group), pays each member of NPH Group a fee equal to 0.20% (20 basis points) of the net asset value of the Trusts Class A shares sold subject to a front-end sales charge (as may be reduced by rights of accumulation, if applicable) and Class C shares by NPH Group to its customers. The Nationwide Government Money Market Fund is excluded from this arrangement.
Pershing LLC (Pershing)
NFD, pursuant to a written agreement of the parties, pays Pershing LLC $19 for each customer account position in a share class subject to a CDSC fee and $16 for each customer account position in a share class not subject to a CDSC fee, with the exception of the Class R6, for which NFD has agreed to pay $12 for each customer account position in all series of the shares. A Funds administrative servicing fees pay for the service components, to the extent permitted by the Trusts Administrative Services Plan. NFA pays out of its own resources for any overages.
The Prudential Insurance Company of America (Prudential)
NFA, pursuant to a written agreement of the parties, pays Prudential monthly a service fee at the annual rate as follows: (i) 0.40% (40 basis points) of the average daily net assets of Class A and the Institutional Service Class for the Nationwide Bailard Cognitive Value Fund, Nationwide Large Cap Equity Fund, Nationwide Bailard Technology & Science Fund, Nationwide Geneva Small Cap Growth Fund, Nationwide Bailard International Equities Fund, Nationwide WCM Focused Small Cap Fund; (ii) 0.30% (30 basis points) of the average daily net assets of Class A and the Institutional Service Class for the Nationwide Loomis Bond Fund, Nationwide Loomis Short Term Bond Fund; and (iii) 0.20% (20 basis points) of the average daily net assets of Class A and the Institutional Service Class for the Nationwide Ziegler Equity Income Fund, Nationwide Geneva Mid Cap Growth Fund and the Nationwide Ziegler NYSE ARCA Tech 100 Index Fund. Each Funds administrative servicing fees pay for the service components, to the extent permitted by the Trusts Administrative Services Plan. NFA pays out of its own resources for any overages.
Raymond James & Associates, Inc. and Raymond James Financial Services, Inc. (collectively, Raymond James)
NFA, pursuant to a written agreement, pays Raymond James an annual fee calculated quarterly against the total value of Fund shares held by customers of Raymond James according to the following schedule:
56
(i) 0.15% (15 basis points) of the average daily value of shares held in Equity Funds;
(ii) 0.10% (10 basis points) of the average daily value of shares held in Fixed-Income Funds; and
(iii) 0.05% (5 basis points) of the average daily value of shares held in Index Funds.
For purposes of this agreement, the following funds are deemed to be Index Funds: Nationwide S&P 500 Index Fund, Nationwide Bond Index Fund, Nationwide Mid Cap Market Index Fund, Nationwide International Index Fund, Nationwide Ziegler NYSE ARCA Tech 100 Index Fund, Nationwide Investor Destinations Funds (all series) and Nationwide Target Destination Funds (all series). Excluded from this agreement are the Nationwide Government Money Market Fund, Nationwide Inflation-Protected Securities Fund and the Class R6 of all series of the Trust.
In addition, a $15 ticket charge fee will be paid on purchases in non-taxable accounts in the IMPAC and Passport fee-based programs. Purchases in the Nationwide Government Money Market Fund and Nationwide Inflation Protected Securities Fund are excluded.
Securities America, Inc. (Securities America)
NFA, pursuant to a written agreement of the parties, pays a fee of 0.05% (5 basis points) of the average daily net assets of Fund shares that are held by customers of Securities America, commencing one year after their purchase by such Securities America customers. Excluded from this arrangement are (i) Fund shares held in ERISA retirement plans; (ii) Fund shares that were purchased or are held in connection with no transaction fee platforms provided by Securities America or any other broker-dealer that clears trades introduced by or on behalf of Securities America; and (iii) shares of the Nationwide Bond Index Fund, Nationwide International Index Fund, Nationwide Mid Cap Market Index Fund, Nationwide S&P 500 Index Fund, Nationwide Small Cap Index Fund and Nationwide Government Money Market Fund.
Triad Advisors, Inc. (Triad)
NFA, pursuant to a written agreement of the parties, pays a fee of 0.05% (5 basis points) of the average daily net assets of Fund shares that are held by customers of Triad, commencing one year after their purchase by such Triad customers. Excluded from this arrangement are (i) Fund shares that were purchased or are held in connection with no transaction fee platforms provided by Triad or any other broker-dealer that clears trades introduced by or on behalf of Triad; and (ii) shares of the Nationwide Bond Index Fund, Nationwide International Index Fund, Nationwide Mid Cap Market Index Fund, Nationwide S&P 500 Index Fund, Nationwide Small Cap Index Fund and Nationwide Government Money Market Fund.
UBS Financial Services Inc. (UBS)
NFD, pursuant to a written agreement, pays UBS quarterly fees based on the following schedule or $75,000, whichever is greater: (i) the annual rate of 0.15% (15 basis points) of the value of the average monthly non-Index equity assets; (ii) the annual rate of 0.10% (10 basis points) of the average value of the average monthly non-Index fixed-income assets, and; (iii) the annual rate of 0.075% (7.5 basis points) of the value of the average monthly fixed-income assets in each of its retail and wrap programs that are invested in each Fund. In addition, NFA pays UBS a quarterly sales fee at the annual rate of 0.05% (5 basis points) of all sales of non-Index Fund shares and 0.08% (8 basis points), excluding the sales of Fund shares in InsightOne, PACE, Strategic Advisor or Diversified Return Strategies. For the purposes of this agreement, the following funds are deemed to be Index funds; Nationwide S&P 500 Index Fund, Nationwide Bond Index Fund, Nationwide Mid Cap Market Index Fund, Nationwide International Index Fund, Nationwide Ziegler NYSE ARCA Tech 100 Index Fund, Nationwide Investor Destinations Funds (all series) and Nationwide Target Destination Funds (all series). Excluded from this agreement are the Nationwide Government Money Market Fund, Nationwide Inflation-Protected Securities Fund and the Class R6 of all series of the Trust. In addition, in exchange for omnibus account services provided, NFM pays UBS $19 for each client account position in a Fund share class subject to a CDSC fee, and $18 for each client account position in a Fund share class not subject to a CDSC fee. Each Funds administrative servicing fees pay for the service
57
components, to the extent permitted by the Trusts Administrative Services Plan. NFA pays out of its own resources for any overages.
U.S. Bancorp Investments, Inc. (U.S. Bancorp)
NFA, pursuant to a written agreement of the parties, pays U.S. Bancorp quarterly at the following annual rates: (i) 0.07% (7 basis points) of the average daily aggregate value of shares of each respective Nationwide Target Destination Fund and each Nationwide Investor Destinations Fund held by customers of U.S. Bancorp, excluding Fund shares that are held in any fee-based ERISA or individual retirement account; (ii) 0.00% (0 basis points) of the average daily aggregate value of shares of the following Funds that are held by U.S. Bancorps customers, excluding Fund shares that are held in any fee-based ERISA or individual retirement account: Nationwide Bond Index Fund; Nationwide International Index Fund; Nationwide Mid Cap Market Index Fund; Nationwide S&P 500 Index Fund; Nationwide Small Cap Index Fund; and Nationwide Government Money Market Fund; and (iii) 0.10% (10 basis points) of the average daily aggregate value of shares of all other series of the Trust held by U.S. Bancorps customers, excluding Fund shares that are held in any fee-based ERISA or individual retirement account.
U.S. Bank N.A. (U.S. Bank)
NFA, pursuant to a written agreement of the parties, pays U.S. Bank monthly a service fee at the annual rate as follows: (i) 0.40% (40 basis points) of the average daily net assets of the Institutional Service Class for the Nationwide Bailard Cognitive Value Fund, Nationwide Bailard International Equities Fund, Nationwide Geneva Mid Cap Growth Fund, Nationwide Geneva Small Cap Growth Fund, Nationwide Large Cap Equity Fund, Nationwide WCM Focused Small Cap Fund, Nationwide Ziegler Equity Income Fund; and (ii) 0.30% (30 basis points) of the average daily net assets of the Institutional Service Class for the Nationwide Loomis Bond Fund, Nationwide National Intermediate Tax Free Bond Fund and the Nationwide Loomis Short Term Bond Fund. Each Funds administrative servicing fees pays for the service components, to the extent permitted by the Trusts Administrative Services Plan. NFA pays out of its own resources for any overages.
Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC (collectively, Wells Fargo)
NFD, pursuant to a written agreement of the parties, pays Wells Fargo the following fees in exchange for Wells Fargos continuing due diligence, training, operations and systems support, and marketing provided to unaffiliated broker-dealers based on the following schedule or $250,000, whichever is greater: (i) the annual rate of 0.07% (7 basis points) of the net asset value of shares of Nationwide Index Funds sold by Wells Fargo to its customers; (ii) the annual rate of 0.09% (9 basis points) of the net asset value of shares of the Nationwide Target Destination Funds and Nationwide Investor Destinations Funds sold by Wells Fargo to its customers; (iii) the annual rate of 0.12% (12 basis points) of the net asset value of shares of fixed income equity funds; and (iv) the annual rate of 0.13% (13 basis points) of the net asset value of shares of the other Nationwide Funds sold by Wells Fargo to its customers. Excluded from this agreement are the Nationwide Government Money Market Fund and Nationwide Inflation-Protected Securities Fund. In addition, in exchange for omnibus account services provided, NFM pays Wells Fargo $19 for each client account position in a Fund share class subject to a CDSC fee, and $16 for each client account position in a Fund share class not subject to a CDSC fee. Each Funds administrative servicing fees pay for the service components, to the extent permitted by the Trusts Administrative Services Plan. NFA pays out of its own resources for any overages.
ADDITIONAL INFORMATION ON PURCHASES AND SALES
Class A Sales Charges
The charts below show the Class A sales charges, which decrease as the amount of your investment increases.
58
Class A Shares of the Nationwide Loomis All Cap Growth Fund
Sales charge as % | Sales charge as % | Dealer | ||||||||||
Amount of purchase | of offering price | of amount invested | Commission | |||||||||
less than $50,000 |
5.75 | % | 6.10 | % | 5.00 | % | ||||||
$50,000 to $99,999 |
4.75 | 4.99 | 4.00 | |||||||||
$100,000 to $249,999 |
3.50 | 3.63 | 3.00 | |||||||||
$250,000 to $499,999 |
2.50 | 2.56 | 2.00 | |||||||||
$500,000 to $999,999 |
2.00 | 2.04 | 1.75 | |||||||||
$1 million or more |
None | None | None |
Waiver of Class A Sales Charges
You may qualify for a reduced Class A sales charge if you own or are purchasing shares of the Funds. You also may qualify for a waiver of the Class A sales charges. (If you are customer of Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill Lynch) purchasing Class A shares of the Funds through a Merrill Lynch account or platform, see Waiver of Class A Sales Charges for Fund Shares Purchased through Merrill Lynch below for applicable waivers of Class A sales charges.) To receive the reduced or waived sales charge, you must inform the Trust, your financial advisor or your financial intermediary at the time of your purchase that you qualify for such a reduction or waiver. If you do not inform the Trust, your financial advisor or your financial intermediary that you are eligible for a reduced or waived sales charge, you may not receive the discount or waiver to which you are entitled. You may have to produce evidence that you qualify for a reduced sales charge or waiver before you will receive it.
Due to the reduced marketing effort required by NFD, the sales charge applicable to Class A shares may be waived for sales of shares to:
(a) | current shareholders of a Nationwide Fund who, as of February 28, 2017, owned their shares directly with the Trust in an account for which NFD was identified as the broker-dealer of record; |
(b) | owners of an account held directly with the Trust in which the previous broker-dealer of record had transferred such account to NFD; |
(c) | any endowment or non-profit organization that purchases shares directly from the Trust, NFD, or a broker-dealer that is affiliated with NFD; |
(d) | employer-sponsored 401(k) plans, 457 plans, 403(b) plans, profit sharing and money purchase pension plans, defined benefit plans, nonqualified deferred compensation plans and other retirement plan customers of Nationwide Financial Services, Inc. or one of its subsidiaries. Notwithstanding the foregoing, the sales charge waiver shall not apply with respect to sales of shares to retirement plan investors for whom Nationwide Securities, LLC is identified as the broker of record; |
(e) | owners of individual retirement accounts investing assets formerly in retirement plans that were subject to the automatic rollover provisions under Section 401(a)(31)(B) of the Internal Revenue Code of 1986, as amended; |
(f) | Trustees and retired Trustees of the Trust (including its predecessor Trusts); |
(g) | directors, officers, full-time employees, sales representatives and their employees, and retired directors, officers, employees, and sale representatives, their spouses (including domestic partners), children or immediate relatives (immediate relatives include mother, father, brothers, sisters, grandparents, grandchildren, (Immediate Relatives)), and Immediate Relatives of deceased employees of any member of the Nationwide Insurance and Nationwide Financial companies; |
(h) | directors, officers, and full-time employees, their spouses (including domestic partners), children or Immediate Relatives of any current subadviser to the Trust; |
(i) | any directors, officers, full-time employees, sales representatives and their employees, their spouses (including domestic partners), children or Immediate Relatives of a broker-dealer having a dealer/selling agreement with the Distributor; |
(j) | retirement plan customers of an unaffiliated brokerage firm or retirement plan administrator that has an agreement with the Distributor to waive sales charges; |
59
(k) | any qualified pension or profit sharing plan established by a Nationwide sales representative for himself/herself and his/her employees; |
(l) | registered investment advisers, trust companies and bank trust departments exercising discretionary investment authority with respect to the amounts to be invested in the Fund; and |
(m) | any investor who purchases Class A shares of a Fund directly from the Trust, the Distributor, or a broker-dealer that is affiliated with the Distributor with proceeds from sales of Class R6 shares of another Nationwide Fund, where a Fund does not offer Class R6 shares. |
Waiver of Class A Sales Charges for Fund Shares Purchased through Merrill Lynch
Shareholders purchasing Class A shares of a Fund through a Merrill Lynch platform or account will be eligible only for the following sales charge waivers:
| employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission-based brokerage account and shares are held for the benefit of the plan; |
| shares purchased by or through a 529 Plan; |
| shares purchased through a Merrill Lynch-affiliated investment advisory program; |
| shares purchased by third party investment advisers on behalf of their advisory clients through a Merrill Lynch platform; |
| shares purchased through the Merrill Edge Self-Directed platform; |
| shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same Fund (but not any other fund within the fund family); |
| shares exchanged from Class C shares of the same Fund in the month of or following the 10-year anniversary of the purchase date; |
| employees and registered representatives of Merrill Lynch or its affiliates and their family members; |
| trustees of the Trust, and employees of the Adviser or any of its affiliates; and |
| shares purchased from the proceeds of redemptions of any Nationwide Fund, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (i.e., Rights of Reinstatement). |
Front-End Load Discounts Available at Merrill Lynch: Breakpoints, Rights of Accumulation & Letters of Intent
| Breakpoints as described in this Prospectus; |
| Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchasers household at Merrill Lynch. Eligible fund family assets not held at Merrill Lynch may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets; and |
| Letters of Intent (LOI) which allow for breakpoint discounts based on anticipated purchases within a fund family, through Merrill Lynch, over a 13-month period of time. |
REDUCTION OF SALES CHARGES
Reduction of Class A sales charges
60
Shareholders can reduce or eliminate Class A shares initial sales charge through one or more of the discounts described below:
| A larger investment . The sales charge decreases as the amount of your investment increases. |
| Rights of accumulation . You and members of your family who live at the same address can add the current value of your Class A and Class C investments in the Nationwide Funds (except shares of the Nationwide Government Money Market Fund), that you currently own or are currently purchasing to the value of your Class A purchase, possibly reducing the sales charge. |
| No sales charge on a repurchase . If you sell Fund shares from your account, we allow you a privilege to reinvest some or all of the proceeds in shares of the same class. Generally, you will not pay a sales charge on Class A shares that you buy within 30 days of selling Class A shares of an equal or greater amount if you have already paid a sales charge. If you purchase Fund shares through a Merrill Lynch platform or account, then you may reinvest some or all of the proceeds of redemptions of shares of any Nationwide Fund within 90 days following the redemption. Remember, if you realize a gain or a loss on your sale of shares, the transaction is taxable and reinvestment may affect the amount of capital gains tax that is due (see, Sales, Exchanges, and Redemptions of Fund Shares - Deferral of basis under ADDITIONAL GENERAL TAX INFORMATION FOR THE FUND below). If you realize a loss on your sale and you reinvest, some or all of the loss may not be allowed as a tax deduction depending on the amount you reinvest. |
| LOI discount . State in writing that during a 13-month period you or a group of family members who live at the same address will purchase or hold at least $50,000 (or $100,000 for certain Nationwide funds as identified in their respective Prospectuses) in Class A shares (excluding the Nationwide Government Money Market Fund) and your sales charge will be based on the total amount you intend to invest. You also can combine your purchases of Class C shares with your purchase of Class A shares to fulfill your LOI. Your LOI is not a binding obligation to buy shares of the Fund; it is merely a statement of intent. Call 800-848-0920 for more information. |
Class A Shares - Contingent Deferred Sales Charge (CDSC)
There are no front-end sales charges if you purchase $1,000,000 or more of Class A shares of the Fund. Generally, an investor must purchase $1,000,000 or more of Class A shares in one or more of the Nationwide Funds to avoid the front-end sales charge. However, unless an investor is otherwise eligible to purchase Class A shares without a sales charge, the investor will pay a CDSC (as shown below) if he or she redeems such Class A shares within 18 months of the date of purchase. With respect to such purchases, the Distributor may pay dealers a finders fee on investments made in Class A shares with no initial sales charge. The CDSC applies only if the Distributor paid a finders fee to the selling dealer. The CDSC does not apply to shares acquired through reinvestment of dividends or capital gains distributions.
The applicable CDSC will be determined on a pro rata basis according to the amount of the redemption from each particular Fund. Any CDSC is based on the original purchase price or the current market value of the shares being redeemed, whichever is less.
Amount of Finders Fee/Contingent Deferred Sales Charge
Contingent Deferred Sales Charge on Certain Redemptions of Class A Shares
Amount of Purchase |
$1 million or more | |
If sold within |
18 months | |
Amount of CDSC |
1.00% |
Waiver of CDSC for Class A Shares
Generally, the CDSC is waived on:
| the redemption of Class A shares purchased through reinvested dividends or distributions; |
61
| Class A shares redeemed following the death or disability of a shareholder, provided the redemption occurs within one year of the shareholders death or disability; and |
| mandatory withdrawals of Class A shares from traditional IRA accounts after age 70 1 ⁄ 2 and for other required distributions from retirement accounts. |
If you qualify for a waiver of a CDSC, you must notify the Funds transfer agent, your financial advisor or other intermediary at the time of purchase and must also provide any required evidence showing that you qualify.
Waiver of Contingent Deferred Sales Charges for Class A Shares Purchased Through Merrill Lynch
If you are a shareholder selling Class A shares through a Merrill Lynch platform or account, you will be eligible for only the following CDSC waivers, which may differ from those disclosed above:
| shares redeemed following the death or disability of the shareholder; |
| shares sold as part of a systematic withdrawal plan as described in the Prospectus; |
| redemptions that constitute a return of excess contributions from an individual retirement account (IRA account); |
| shares redeemed as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching age 70 1 ⁄ 2 ; |
| shares redeemed to pay Merrill Lynch fees, but only if the redemption is initiated by Merrill Lynch; |
| shares redeemed where the redemption proceeds are used to purchase shares of the same Fund or a different Fund within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (i.e., Rights of Reinstatement); and |
| the redemption of shares held in retirement brokerage accounts that are exchanged for a lower cost share class due to the transfer to a fee-based account or platform. |
Class A and Class C Broker Exchanges
Class A and Class C shares purchased by accounts participating in certain fee-based programs sponsored by and/or controlled by financial intermediaries (Programs) may be exchanged by the financial intermediary on behalf of the shareholder for Institutional Service Class shares of the same Fund under certain circumstances. Such exchange will be on the basis of the net asset values per share, without the imposition of any sales load, fee or other charge. If a shareholder of Institutional Service Class shares has ceased his or her participation in the Program, the financial intermediary may exchange all such Institutional Service Class shares for Class A or Class C shares of a Fund, whichever class of shares the shareholder held prior to the entry into such Program. Such exchange will be on the basis of the relative net asset values of the shares, without imposition of any sales load, fee or other charge. At the discretion of a shareholders financial intermediary, Class A or Class C shares may also be eligible for a one-time exchange for Class T shares without the imposition of the applicable sales charge.
Holders of Class A and Class C shares that are subject to a CDSC are generally not eligible for this exchange privilege until the applicable CDSC period has expired. The applicable CDSC period for Class C shares is generally one year after the purchase of such Class C shares, and for certain Class A shares that were purchased without the imposition of a front-end sales load, 18 months after the purchase of such Class A shares.
Exchanges of Class A or Class C shares for Institutional Service Class or Class T shares of the same Fund, or the exchange of Institutional Service Class shares for Class A or C shares of the same Fund, under these particular circumstances, will be tax-free for federal income tax purposes. You should also consult with your tax advisor regarding the state and local tax consequences of such an exchange of Fund shares.
This exchange privilege is subject to termination and may be amended from time to time.
Class T Shares
62
The chart below shows Class T sales charges, which decrease as the amount of your investment increases:
Amount of Purchase |
Sales charge as a % of offering price |
Sales charge as a % of net amount invested |
Dealer Compensation as a % of offering price |
|||||||||
Less than $250,000 |
2.50 | % | 2.56 | % | 2.50 | % | ||||||
$250,000 to $499,999 |
2.00 | % | 2.04 | % | 2.00 | % | ||||||
$500,000 to $999,999 |
1.50 | % | 1.52 | % | 1.50 | % | ||||||
$1 million and more |
1.00 | % | 1.01 | % | 1.00 | % |
Class T shares are available only to commission-based retirement and other accounts of broker-dealers and other financial intermediaries. Not all financial intermediaries make Class T shares available to all of their clients. Certain financial intermediaries through whom you may invest in Class T shares may impose their own investment minimums, fees, policies and procedures for purchasing and selling fund shares, which are not described in the Funds prospectus or in this SAI, and which will depend on the policies, procedures and trading platforms of the financial intermediary. Certain financial intermediaries may establish shareholder accounts directly with the Trusts transfer agent pursuant to so-called check and app procedures, in which case the transfer agent imposes a minimum account size of $2,000, or $1,000 for IRA accounts. You should consult a representative of your financial intermediary about the availability of Class T shares of the Fund and the intermediarys policies, procedures and other information.
Redemptions
The Fund may delay forwarding redemption proceeds for up to seven days if the Fund believes that the investor redeeming shares is engaged in excessive trading, or if the amount of the redemption request otherwise would be disruptive to efficient portfolio management, or would adversely affect the Fund. The Trust may suspend the right of redemption for such periods as are permitted under the 1940 Act and under the following unusual circumstances: (a) when the Exchange is closed (other than weekends and holidays) or trading is restricted; (b) when an emergency exists, making disposal of portfolio securities or the valuation of net assets not reasonably practicable; or (c) during any period when the SEC has by order permitted a suspension of redemption for the protection of shareholders.
In-Kind Redemptions
The Fund generally plans to redeem its shares for cash with the following exceptions. As described in the Prospectus, the Fund reserves the right, in circumstances where in its sole discretion it determines that cash redemption payments would be undesirable, taking into account the best interests of all Fund shareholders, to honor any redemption request by transferring some of the securities held by the Fund directly to a redeeming shareholder (redemption in-kind).
The Board has adopted procedures for redemptions in-kind to affiliated persons of the Fund. Affiliated persons of the Fund include shareholders who are affiliates of the Funds investment adviser and shareholders of the Fund owning 5% or more of the outstanding shares of that Fund. These procedures provide that a redemption in-kind shall be effected at approximately the affiliated shareholders proportionate share of the distributing Funds current net assets, and they are designed so that redemptions will not favor the affiliated shareholder to the detriment of any other shareholder. The procedures also require that the distributed securities be valued in the same manner as they are valued for purposes of computing the distributing Funds net asset value and that neither the affiliated shareholder nor any other party with the ability and pecuniary incentive to influence the redemption in-kind selects, or influences the selection of, the distributed securities. Use of the redemption in-kind procedures will allow the Fund to avoid having to sell significant portfolio assets to raise cash to meet the shareholders redemption request thus limiting the potential adverse effect on the distributing Funds net asset value.
Accounts with Low Balances
Unless an account actively participates in an Automatic Asset Accumulation Plan, if the value of an account falls below $2,000 ($1,000 for IRA accounts) for any reason, including market fluctuation, a shareholder is
63
generally subject to a $5 quarterly fee, which is deposited into the Fund to offset the expenses of small accounts. The Fund will sell shares from an account quarterly to cover the fee.
The Trust reserves the right to sell the rest of a shareholders shares and close its account if that shareholder makes a sale that reduces the value of its account to less than $2,000 ($1,000 for IRA accounts). Before the account is closed, the Trust will give a shareholder notice and allow that shareholder 60 days to purchase additional shares to avoid this action. The Trust does this because of the high cost of maintaining small accounts. A redemption of your remaining shares may be a taxable event for you. See Sales, Exchanges and Redemptions of Fund Shares below.
All investments in the Trust are credited to the shareholders account in the form of full and fractional shares of a designated Fund (rounded to the nearest 1/1000 of a share). The Trust does not issue share certificates. Subject to the sole discretion of NFA, the Fund may accept payment for shares in the form of securities that are permissible investments for such Fund.
The net asset value per share (NAV) of the Fund is determined once daily, as of the close of regular trading on the New York Stock Exchange (the Exchange) (generally 4 p.m. Eastern Time) on each business day the Exchange is open for regular trading (Valuation Time). To the extent that the Funds investments are traded in markets that are open when the Exchange is closed, the value of the Funds investments may change on days when shares cannot be purchased or redeemed.
The Trust will not compute NAV for the Fund on customary national business holidays, including the following: New Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day, and other days when the Exchange is closed.
The Fund reserves the right to not determine NAV when: (i) the Fund has not received any orders to purchase, sell or exchange shares; and (ii) changes in the value of the Funds portfolio do not affect the Funds NAV.
The offering price for orders placed before the close of the Exchange, on each business day the Exchange is open for trading, will be based upon calculation of the NAV at the close of regular trading on the Exchange. For orders placed after the close of regular trading on the Exchange, or on a day on which the Exchange is not open for trading, the offering price is based upon NAV at the close of the Exchange on the next day thereafter on which the Exchange is open for trading. The NAV of each class of the Fund on which offering and redemption prices are based is determined by adding the value of all securities and other assets of the Fund attributable to the class, deducting liabilities attributable to that class, and dividing by the number of that class shares outstanding. The Fund may reject any order to buy shares and may suspend the sale of shares at any time.
Securities for which market-based quotations are readily available are valued as of Valuation Time. Equity securities are generally valued at the last quoted sale price, or if there is no sale price, the last quoted bid price provided by an independent pricing service approved by the Board. Securities traded on NASDAQ generally are valued at the NASDAQ Official Closing Price. Prices are taken from the primary market or exchange in which each security trades. Debt and other fixed-income securities are generally valued at the bid price provided by an independent pricing service, the use of which has been approved by the Board.
Securities for which market-based quotations are either unavailable (e.g., independent pricing service does not provide a value) or are deemed unreliable, in the judgment of NFA or designee, are generally valued at fair value by the Trustees, or persons to whom the Board has delegated its responsibilities pursuant to procedures approved by the Board (in this case, the Fair Valuation Committee). In addition, fair value determinations are required for securities whose value is affected by a significant event that will materially affect the value of a security and which occurs subsequent to the time of the close of the principal market on which such security trades but prior to the calculation of the Funds NAVs. The Fair Valuation Committee monitors the results of fair valuation determinations
64
and regularly reports the results to the Board or a committee of the Board. Fair value determinations may require subjective determinations. There can be no assurance that the fair value of an asset is the price at which the asset could have been sold during the period in which the particular fair value was used in determining the Funds NAV.
The Fair Valuation Committee monitors the continuing appropriateness of the valuation methodology with respect to each security. In the event that NFA or a subadviser believes that the valuation methodology being used to value a security does not produce a fair value for such security, the Fair Valuation Committee is notified so that it may meet to determine what adjustment should be made.
To the extent that the Fund invests in foreign securities, the following would be applicable. Generally, trading in foreign securities markets is completed each day at various times prior to the Valuation Time. Due to the time differences between the closings of the relevant foreign securities exchanges and the time that the Funds NAV is calculated, the Fund may fair value its foreign investments more frequently than it does other securities. When fair value prices are utilized, these prices will attempt to reflect the impact of the financial markets perceptions and trading activities on the Funds investments since their last closing prices were calculated on their primary securities markets or exchanges. Pursuant to the Valuation Procedures, the Funds foreign equity investments generally will be fair valued daily by an independent pricing service using models designed to estimate likely changes in the values of those investments between the times in which the trading in those securities is substantially completed and the close of the Exchange. When the Fund uses fair value pricing, the values assigned to the Funds foreign equity investments may not be the quoted or published prices of the investments on their primary markets or exchanges.
SYSTEMATIC INVESTMENT STRATEGIES
Directed Dividends This strategy provides the security of principal that the Nationwide Government Money Market Fund offers plus the opportunity for greater long-term capital appreciation or income through reinvestment of dividends in an equity or fixed-income Fund, respectively.
An initial investment of $5,000 or more is made in the Investor Shares of the Nationwide Government Money Market Fund, and monthly dividends are then automatically invested into one or more of the equity Funds chosen by you at such equity Funds current offering price. Nationwide Government Money Market Fund dividends reinvested into one of the equity Funds are subject to applicable sales charges.
Automatic Asset Accumulation This is a systematic investment strategy which combines automatic monthly transfers from your personal checking account to your mutual fund account with the concept of Dollar Cost Averaging. With this strategy, you invest a fixed amount monthly over an extended period of time, during both market highs and lows. Dollar Cost Averaging can allow you to achieve a favorable average share cost over time since your fixed monthly investment buys more shares when share prices fall during low markets, and fewer shares at higher prices during market highs. Although no formula can assure a profit or protect against loss in a declining market, systematic investing has proven a valuable investment strategy in the past.
You may open an account that is subject to an Automatic Asset Accumulation plan with no minimum investment, so long as each monthly purchase is at least $50 (per Fund). Another way to take advantage of the benefits that Dollar Cost Averaging can offer is through Directed Dividends, as described above.
Automatic Asset Transfer This systematic investment plan allows you to transfer $50 or more to one Fund from another Fund systematically, monthly or quarterly, after Fund minimums have been met. The money is transferred on the day of the month the shareholder selects, or the following business day, if the date selected is a weekend or holiday. Dividends of any amount can be moved automatically from one Fund to another at the time they are paid. This strategy can provide investors with the benefits of Dollar Cost Averaging through an opportunity to achieve a favorable average share cost over time. With this plan, your fixed monthly or quarterly transfer from the Fund to any other Fund you select buys more shares when share prices fall during low markets and fewer shares at higher prices during market highs. Although no formula can assure a profit or protect against loss in a declining market, systematic investing has proven a valuable investment strategy in the past. For transfers from the Investor
65
Shares of the Nationwide Government Money Market Fund to another Fund, sales charges may apply if not already paid.
Automatic Withdrawal Plan ($50 or More) You may have checks for any fixed amount of $50 or more automatically sent bimonthly, monthly, quarterly, semiannually or annually, to you (or anyone you designate) from your account. Complete the appropriate section of the New Account Form or contact your financial intermediary or the Fund. Your account value must meet the minimum initial investment amount at the time the program is established. This program may reduce and eventually deplete your account. Generally, it is not advisable to continue to purchase Class A, Class C or Class T shares subject to a sales charge while simultaneously redeeming shares under the program. The $50 minimum is waived for required minimum distributions from individual retirement accounts.
NOTE: If you are withdrawing more shares than your account receives in dividends, you will be decreasing your total shares owned, which will reduce your future dividend potential.
The Fund offers the following privileges to shareholders. Additional information may be obtained by calling NFD toll free at 800-848-0920.
No Sales Charge on Reinvestments All dividends and capital gains automatically will be reinvested free of charge in the form of additional shares within the same Fund and class or another specifically requested Fund (but the same class) unless you have chosen to receive them in cash on your application. Unless requested in writing by the shareholder, the Trust will not mail checks for dividends and capital gains but instead they will automatically be reinvested in the form of additional shares.
Exchange Privilege The exchange privilege is a convenient way to exchange shares from one Fund to another Fund in order to respond to changes in your goals or in market conditions. The registration of the account to which you are making an exchange must be exactly the same as that of the Nationwide Fund account from which the exchange is made, and the amount you exchange must meet the applicable minimum investment of the Fund being purchased. The exchange privilege may be limited due to excessive trading or market timing of Fund shares.
Exchanges among Nationwide Funds
Except for Class T shares, exchanges may be made among any of the Nationwide Funds within the same class of shares, so long as both accounts have the same registration, and your first purchase in the new Fund meets the new Funds minimum investment requirement. There are no exchange privileges for Class T shares. To the extent the new Fund does not offer Class R6 shares, proceeds from sales of Class R6 shares the Fund may be used to purchase Class A shares of a new Fund directly from the Trust, the Distributor, or a broker-dealer that is affiliated with the Distributor. Notwithstanding the foregoing, no minimum investment requirement shall apply to holders of Institutional Class shares of a Nationwide Fund seeking to exchange shares for Institutional Class shares of another Nationwide Fund, where such Institutional Class shares had been designated as Class D shares at the close of business on July 31, 2012.
Generally, there is no sales charge for exchanges of shares. However, if your exchange involves certain Class A shares, you may have to pay the difference between the sales charges if a higher sales charge applies to the Fund into which you are exchanging. If you exchange your Class A shares of a Fund that are subject to a CDSC into another Nationwide Fund and then redeem those Class A shares within 18 months of the original purchase, the applicable CDSC will be the CDSC for the original Fund. If you exchange Investor Shares of the Nationwide Government Money Market Fund into another fund, you must pay the applicable sales charge, unless it has already been paid prior to an exchange into the Nationwide Government Money Market Fund. Exchanges into Investor Shares of the Nationwide Government Money Market Fund are permitted only from Class A, Class C, Class R, Class M and Institutional Service Class shares of other Nationwide Funds. If you exchange Class C shares (or certain Class A shares subject to a CDSC) for Investor Shares of the Nationwide Government Money Market Fund, the time you hold the shares in the Nationwide Government Money Market Fund will not be counted for purposes of
66
calculating any CDSC. As a result, if you then sell your Investor Shares of the Nationwide Government Money Market Fund, you will pay the sales charge that would have been charged if the initial Class C (or certain Class A) shares had been sold at the time they were originally exchanged into the Nationwide Government Money Market Fund. If you exchange your Investor Shares of the Nationwide Government Money Market Fund back into Class C (or certain Class A) shares, the time you held Class C (or Class A) shares prior to the initial exchange into the Nationwide Government Money Market Fund will be counted for purposes of calculating the CDSC. If you wish to purchase shares of a Fund or class for which the exchange privilege does not apply, you will pay any applicable CDSC at the time you redeem your shares and pay any applicable front-end load on the new Fund you are purchasing unless a sales charge waiver otherwise applies.
Exchanges May Be Made Four Convenient Ways:
By Telephone
Automated Voice Response System You can automatically process exchanges for the Fund by calling 800-848-0920, 24 hours a day, seven days a week. However, if you declined the option on the application, you will not have this automatic exchange privilege. This system also gives you quick, easy access to mutual fund information. Select from a menu of choices to conduct transactions and hear fund price information, mailing and wiring instructions as well as other mutual fund information. You must call our toll free number by the Valuation Time to receive that days closing share price. The Valuation Time is the close of regular trading of the New York Stock Exchange, which is usually 4:00 p.m. Eastern Time.
Customer Service Line By calling 800-848-0920, you may exchange shares by telephone. Requests may be made only by the account owner(s). You must call our toll free number by the Valuation Time to receive that days closing share price.
The Fund may record all instructions to exchange shares. The Fund reserves the right at any time without prior notice to suspend, limit or terminate the telephone exchange privilege or its use in any manner by any person or class.
The Fund will employ the same procedure described under Buying, Selling and Exchanging Fund Shares in the Prospectus to confirm that the instructions are genuine.
The Fund will not be liable for any loss, injury, damage, or expense as a result of acting upon instructions communicated by telephone reasonably believed to be genuine, and the Fund will be held harmless from any loss, claims or liability arising from its compliance with such instructions. These options are subject to the terms and conditions set forth in the Prospectus and all telephone transaction calls may be recorded. The Fund reserves the right to revoke this privilege at any time without notice to shareholders and request the redemption in writing, signed by all shareholders.
By Mail Write to Nationwide Funds, P.O. Box 701, Milwaukee, WI 53201-0701. Please be sure that your letter is signed exactly as your account is registered and that your account number and the name of the Fund from which you wish to make the exchange are included. For example, if your account is registered John Doe and Mary Doe, Joint Tenants With Right of Survivorship, then both John and Mary must sign the exchange request. The exchange will be processed effective the date the signed letter is received.
By Online Access Log on to our website, nationwide.com/mutualfunds, 24 hours a day, seven days a week, for easy access to your mutual fund accounts. Once you have reached the website, you will be instructed on how to select a password and perform transactions. You can choose to receive information on all of Nationwide Funds as well as your own personal accounts. You also may perform transactions, such as purchases, redemptions and exchanges. The Fund may terminate the ability to buy Fund shares on its website at any time, in which case you may continue to exchange shares by mail, wire or telephone pursuant to the Prospectus.
67
Automated Voice Response System Our toll-free number 800-848-0920 will connect you 24 hours a day, seven days a week to the system. Through a selection of menu options, you can conduct transactions, hear fund price information, mailing and wiring instructions and other mutual fund information.
Toll-Free Information and Assistance Customer service representatives are available to answer questions regarding the Funds and your account (s) between the hours of 9 a.m. and 8 p.m. Eastern Time (Monday through Friday). Call toll free: 800-848-0920.
Retirement Plans and Accounts and Coverdell Accounts Shares of the Funds may be purchased for Self-Employed Retirement Plans, Individual Retirement Accounts (IRAs), Roth IRAs, Coverdell Education Savings Accounts and Simplified Employee Pension Plans. For a free information kit, call 800-848-0920.
Shareholder Confirmations You will receive a confirmation statement each time a requested transaction is processed. However, no confirmations are mailed on certain pre-authorized, systematic transactions. Instead, these will appear on your next consolidated statement.
Consolidated Statements Shareholders of the Fund receive quarterly statements as of the end of March, June, September and December. Please review your statement carefully and notify us immediately if there is a discrepancy or error in your account.
For shareholders with multiple accounts, your consolidated statement will reflect all your current holdings in the Funds. Your accounts are consolidated by Social Security number, address and ZIP code. Only transactions during the reporting period will be reflected on the statements. An annual summary statement reflecting all calendar-year transactions in all your Funds will be sent after year-end.
Shareholder Reports All shareholders will receive reports semiannually detailing the financial operations of the Funds.
Prospectuses Updated prospectuses will be mailed to you at least annually.
Undeliverable Mail If mail from the Fund to a shareholder is returned as undeliverable on two or more consecutive occasions, the Fund will not send any future mail to the shareholder unless it receives notification of a correct mailing address for the shareholder. With respect to any dividend/capital gain distribution checks that are returned as undeliverable or not presented for payment within six months, the Trust reserves the right to reinvest the check proceeds and any future distributions in shares of the particular Fund at the then-current NAV of the Fund until the Fund receive further instructions from the shareholder.
Abandoned Property The assets in your mutual fund account may be transferred to the state in which you reside if no activity occurs within your account during the inactivity period specified in your states abandoned property laws.
Description of Shares
The Amended and Restated Declaration of Trust permits the Board of Trustees to issue an unlimited number of full and fractional shares of beneficial interest of the Fund and to divide or combine such shares into a greater or lesser number of shares without thereby exchanging the proportionate beneficial interests in the Trust. Each share of the Fund represents an equal proportionate interest in that Fund with each other share. The Trust reserves the right to create and issue a number of different funds. Shares of the Fund would participate equally in the earnings, dividends, and assets of that particular fund. Upon liquidation of the Fund, shareholders are entitled to share pro rata in the net assets of such Fund available for distribution to shareholders.
68
The Trust is authorized to offer the following series of shares of beneficial interest, without par value and with the various classes listed:
Series | Share Classes | |
Nationwide Amundi Global High Yield Fund* |
Class A, Class C, Class T, Institutional Service Class, Class R6** |
|
Nationwide Amundi Strategic Income Fund* |
Class A, Class C, Class T, Institutional Service Class, Class R6** |
|
Nationwide Amundi World Bond Fund* |
Class A, Class C, Class T, Institutional Service Class, Class R6** |
|
Nationwide Bailard Cognitive Value Fund* |
Class A, Class C, Class M, Class T, Institutional Service Class, Class R6** |
|
Nationwide Bailard Emerging Markets Equity Fund* |
Class A, Class C, Class M, Class T, Institutional Service Class, Class R6** |
|
Nationwide Bailard International Equities Fund* |
Class A, Class C, Class M, Class T, Institutional Service Class, Class R6** |
|
Nationwide Bailard Technology & Science Fund* |
Class A, Class C, Class M, Class T, Institutional Service Class, Class R6** |
|
Nationwide Bond Fund* |
Class A, Class C, Class R, Class T, Institutional Service Class, Class R6** |
|
Nationwide Bond Index Fund* |
Class A, Class C, Class R, Class T, Institutional Service Class, Class R6** |
|
Nationwide California Intermediate Tax Free Bond Fund* ,1 |
Class A, Class C, Class T, Institutional Service Class, Class R6** |
|
Nationwide Core Plus Bond Fund* |
Class A, Class T, Institutional Service Class, Class R6** |
|
Nationwide Destination 2010 Fund* |
Class A, Class C, Class R, Institutional Service Class, Class R6** |
|
Nationwide Destination 2015 Fund* |
Class A, Class C, Class R, Institutional Service Class, Class R6** |
|
Nationwide Destination 2020 Fund* |
Class A, Class C, Class R, Institutional Service Class, Class R6** |
|
Nationwide Destination 2025 Fund* |
Class A, Class C, Class R, Institutional Service Class, Class R6** |
|
Nationwide Destination 2030 Fund* |
Class A, Class C, Class R, Institutional Service Class, Class R6** |
|
Nationwide Destination 2035 Fund* |
Class A, Class C, Class R, Institutional Service Class, Class R6** |
|
Nationwide Destination 2040 Fund* |
Class A, Class C, Class R, Institutional Service Class, Class R6** |
|
Nationwide Destination 2045 Fund* |
Class A, Class C, Class R, Institutional Service Class, Class R6** |
|
Nationwide Destination 2050 Fund* |
Class A, Class C, Class R, Institutional Service Class, Class R6** |
|
Nationwide Destination 2055 Fund* |
Class A, Class C, Class R, Institutional Service Class, Class R6** |
|
Nationwide Destination 2060 Fund* |
Class A, Class C, Class R, Institutional Service Class, Class R6** |
|
Nationwide Emerging Markets Debt Fund* |
Class A, Class C, Class T, Institutional Service Class, Class R6** |
|
Nationwide Fund* |
Class A, Class C, Class R, Class T, Institutional Service Class |
|
Nationwide Geneva Mid Cap Growth Fund* |
Class A, Class C, Class T, Institutional Service Class, Class R6** |
|
Nationwide Geneva Small Cap Growth Fund* |
Class A, Class C, Class T, Institutional Service Class, Class R6** |
|
Nationwide Global Sustainable Equity Fund* ,2 |
Class A, Class C, Class T, Institutional Service Class, Class R6** |
|
Nationwide Government Bond Fund* |
Class A, Class C, Class R, Institutional Service Class |
|
Nationwide Government Money Market Fund* |
Service Class, Investor Shares, Class R6** |
|
Nationwide Growth Fund* |
Class A, Class C, Class R, Class T, Institutional Service Class, Class R6** |
|
Nationwide High Yield Bond Fund* |
Class A, Class C, Class T, Institutional Service Class, Class R6** |
|
Nationwide Inflation-Protected Securities Fund* |
Class A, Class T, Institutional Service Class, Class R6** |
|
Nationwide International Index Fund* |
Class A, Class C, Class R, Class T, Institutional Service Class, Class R6** |
|
Nationwide International Small Cap Fund* |
Class A, Class T, Institutional Service Class, Class R6** |
69
Series | Share Classes | |
Nationwide Investor Destinations Aggressive Fund* |
Class A, Class C, Class R, Class T, Class R6**, Institutional Service Class, Service Class |
|
Nationwide Investor Destinations Moderately Aggressive Fund* |
Class A, Class C, Class R, Class T, Class R6**, Institutional Service Class, Service Class |
|
Nationwide Investor Destinations Moderate Fund* |
Class A, Class C, Class R, Class T, Class R6**, Institutional Service Class, Service Class |
|
Nationwide Investor Destinations Moderately Conservative Fund* |
Class A, Class C, Class R, Class T, Class R6**, Institutional Service Class, Service Class |
|
Nationwide Investor Destinations Conservative Fund* |
Class A, Class C, Class R, Class T, Class R6**, Institutional Service Class, Service Class |
|
Nationwide Large Cap Equity Fund* ,3 |
Class A, Class C, Class T, Institutional Service Class, Class R6** |
|
Nationwide Long/Short Equity Fund* |
Class A, Class R6, Institutional Service Class |
|
Nationwide Loomis All Cap Growth Fund |
Class A, Class T, Class R6, Institutional Service Class |
|
Nationwide Loomis Bond Fund* ,4 |
Class A, Class C, Class T, Institutional Service Class, Class R6** |
|
Nationwide Loomis Short Term Bond Fund*, 5 |
Class A, Class C, Class T, Institutional Service Class, Class R6** |
|
Nationwide Mid Cap Market Index Fund* |
Class A, Class C, Class R, Class T, Institutional Service Class, Class R6** |
|
Nationwide National Intermediate Tax Free Bond Fund* ,6 |
Class A, Class C, Class T, Institutional Service Class, Class R6** |
|
Nationwide S&P 500 Index Fund* |
Class A, Class C, Class R, Class T, Service Class, Institutional Service Class, Class R6** |
|
Nationwide Small Cap Index Fund* |
Class A, Class C, Class R, Class T, Institutional Service Class, Class R6** |
|
Nationwide Small Company Growth Fund* |
Class A, Institutional Service Class |
|
Nationwide U.S. Small Cap Value Fund* |
Class A, Class C, Class T, Institutional Service Class, Class R6** |
|
Nationwide WCM Focused Small Cap Fund* ,7 |
Class A, Class C, Class T, Institutional Service Class, Class R6** |
|
Nationwide Ziegler Equity Income Fund* |
Class A, Class C, Class T, Institutional Service Class, Class R6** |
|
Nationwide Ziegler NYSE Arca Tech 100 Income Fund* |
Class A, Class C, Class T, Institutional Service Class, Class R6** |
|
Nationwide Ziegler Wisconsin Tax Exempt Fund* |
Class A, Class C, Class T, Institutional Service Class, Class R6** |
* | Information on these Funds is contained in separate Statements of Additional Information. |
** | Prior to February 28, 2017, Class R6 shares were known as Institutional Class shares. |
1 | Name change effective November 13, 2017. Formerly, Nationwide HighMark California Intermediate Tax Free Bond Fund. |
2 | Name change effective June 28, 2017. Formerly, Nationwide Global Equity Fund. |
3 | Name change effective November 13, 2017. Formerly, Nationwide HighMark Large Cap Core Equity Fund. |
4 | Name change effective November 13, 2017. Formerly, Nationwide HighMark Bond Fund. |
5 | Name change effective November 13, 2017. Formerly, Nationwide HighMark Short Term Bond Fund. |
6 | Name change effective November 13, 2017. Formerly, Nationwide HighMark National Intermediate Tax Free Bond Fund. |
7 | Name change effective November 13, 2017. Formerly, Nationwide HighMark Small Cap Core Fund. |
You have an interest only in the assets of the Fund whose shares you own. Shares of a particular class are equal in all respects to the other shares of that class. In the event of liquidation of the Fund, shares of the same class will share pro rata in the distribution of the net assets of the Fund with all other shares of that class. All shares are without par value and when issued and paid for, are fully paid and nonassessable by the Trust. Shares may be exchanged or converted as described in this SAI and in the Prospectus but will have no other preference, conversion, exchange or pre-emptive rights.
70
Voting Rights
Shareholders of each class of shares have one vote for each share held and a proportionate fractional vote for any fractional share held. Shareholders may vote in the election of Trustees and on other matters submitted to meetings of shareholders. Shares, when issued, are fully paid and nonassessable. Generally, amendment may not be made to the Amended and Restated Declaration of Trust without the affirmative vote of a majority of the outstanding voting securities of the Trust. The Trustees may, however, further amend the Amended and Restated Declaration of Trust without the vote or consent of shareholders to:
(1) | designate series of the Trust; or |
(2) | change the name of the Trust; or |
(3) | apply any omission, cure, correct, or supplement any ambiguous, defective, or inconsistent provision to conform the Amended and Restated Declaration of Trust to the requirements of applicable federal laws or regulations if they deem it necessary. |
An annual or special meeting of shareholders to conduct necessary business is not required by the Amended and Restated Declaration of Trust, the 1940 Act or other authority, except, under certain circumstances, to amend the Amended and Restated Declaration of Trust, the Investment Advisory Agreement, fundamental investment objectives, investment policies and investment restrictions, to elect and remove Trustees, to reorganize the Trust or any series or class thereof and to act upon certain other business matters. In regard to termination, sale of assets, modification or change of the Investment Advisory Agreement, or change of investment restrictions, the right to vote is limited to the holders of shares of the particular Fund affected by the proposal. However, shares of all Funds vote together, and not by Fund, in the election of Trustees. If an issue must be approved by a majority as defined in the 1940 Act, a majority of the outstanding voting securities means the lesser of (i) 67% or more of the shares present at a meeting when the holders of more than 50% of the outstanding shares are present or represented by proxy, or (ii) more than 50% of the outstanding shares. For the election of Trustees only a plurality is required. Holders of shares subject to a Rule 12b-1 fee will vote as a class and not with holders of any other class with respect to the approval of the Distribution Plan.
ADDITIONAL GENERAL TAX INFORMATION FOR THE FUND
The following is a summary of certain additional tax considerations generally affecting 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 ADDITIONAL GENERAL TAX INFORMATION FOR THE FUND section is based on the Internal Revenue Code and applicable regulations in effect on the date of this Statement of Additional Information. 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 Fund has elected and intends to qualify, or, if newly organized, intends to elect and qualify, each year as a regulated investment company (sometimes referred to as a regulated investment company, RIC or fund) under Subchapter M of the Internal Revenue 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.
71
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 Internal Revenue Service (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.
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 of Trustees 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 may result in higher taxes. This is because a fund with a high turnover rate is likely to accelerate the recognition
72
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 In general 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. 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. 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, 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. In addition, 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:
| 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 |
| 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. |
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. Since the Fund has a fiscal year ending in October, the amount of qualified late-year losses (if any) is computed without regard to any items of income, gain, or loss that are (a) post-October losses, (b) specified losses, and (c) specified gains.
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
73
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.
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 by 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. See, Taxation of Fund Distributions Pass-through of foreign tax credits.
Taxation of Fund Distributions . 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.
Distributions of net investment income . The Fund receives ordinary income generally in the form of dividends and/or interest on its investments. The Fund also may 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. A portion of the income dividends paid to you may be qualified dividends eligible to be taxed to noncorporate taxpayers at reduced rates or for the dividends-received deduction available to corporations. See the discussion below under the headings, Qualified dividend income for individuals and Dividends-received deduction for corporations.
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
74
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.
Returns of capital . 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 equity 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.
Dividends-received deduction for corporations . 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 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 also may 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, 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-advantaged 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, the Fund may elect to pass-through to you your pro rata share of foreign taxes paid by
75
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 alternative minimum tax. 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. In addition, 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 Internal Revenue 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, securities lending agreements, 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.
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.
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). This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return.
Sales, Exchanges and Redemptions 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.
76
Tax basis information . The Fund is required to report to you and the IRS annually on Form 1099-B the cost basis of shares where the cost basis of the shares is known by the Fund (referred to as covered shares). However, cost basis reporting is not required for certain shareholders, including shareholders investing in the Fund through a tax-advantaged retirement account, such as a 401(k) plan or an individual retirement account, or shareholders investing in a money market fund that maintains a stable net asset value. When required to report cost basis, the Fund will calculate it using the Funds 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 share prices, 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 Nationwide Mutual Funds, which you may elect to apply to covered shares, include:
| FIFO (First In First Out) the shares purchased first are sold first. |
| LIFO (Last In First Out) the shares purchased last are sold first. |
| High Cost the shares with the highest cost per share are sold first. |
| Low Cost the shares with the lowest cost per share are sold first. |
| Loss/Gain Utilization groups of shares (lots) are selected and sold based on generating losses first (short-term then long-term) and gains last (long-term then short-term). |
| Specific Lot Identification you must specify the share lots to be sold at the time of redemption. This method requires you to elect a secondary method in the event the lots you designate for redemption are unavailable. The secondary method options include first in, first out; last in, first out; low cost; high cost; and loss/gain utilization. If a secondary method is not elected, first in, first out will be used. |
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 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 shares for which cost basis information is not known by the Fund (noncovered shares) you may own. You may change from average cost to another cost basis method for covered shares at any time by notifying the Fund in writing, but only for shares acquired after the date of the change (the change is prospective). The basis of the shares that were averaged before the change will remain averaged after the date of the change.
With the exception of the specific lot identification method, Nationwide Mutual Funds first depletes 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 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 Internal Revenue Code and Treasury regulations for purposes of reporting these amounts to you and 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 and make any additional basis, holding period or
77
other adjustments that are required by the Internal Revenue 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.
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.
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 also may limit the amount of loss that may be taken into account on disposition after such adjustment.
Conversion or exchange of shares into shares of the same Fund . The conversion or exchange of shares of one class into another class of the same Fund is not taxable for federal income tax purposes. For example, the exchange of Class A shares for Institutional Service Class shares of the same Fund in certain Programs sponsored by and/or controlled by financial intermediaries, or the exchange of Institutional Service Class shares for Class A shares of the same Fund by certain holders who cease participation in such Programs, will be tax-free for federal income tax purposes. Shareholders also should consult their tax advisors regarding the state and local tax consequences of a conversion or exchange 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 ADDITIONAL INFORMATION ON PORTFOLIO INSTRUMENTS, STRATEGIES AND INVESTMENT POLICIES for a detailed description of the various types of securities and investment techniques that apply to the Fund.
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.
78
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 Internal Revenue 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 Internal Revenue 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,
79
and otherwise satisfied the relevant requirements, to maintain its qualification as a regulated investment company and avoid a fund-level tax.
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 Internal Revenue 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 Internal Revenue 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 also should 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 U.S. 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.
Investment 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
80
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. In addition, 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 Internal Revenue 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 real estate mortgage investment conduit (REMIC) or equity interests in a taxable mortgage pool (referred to in the Internal Revenue Code as 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. 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 Internal Revenue 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.
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 income. These distributions will neither
81
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. In addition, 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 unrelated to the conversion feature of the security 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 Internal Revenue Code.
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. Exemptions from this U.S. withholding tax are provided for capital gain dividends paid by the Fund from its net long-term capital gains,
82
interest-related dividends paid by the Fund from its qualified net interest income from U.S. sources, and short-term capital gain dividends.
However, the Fund may choose not to utilize the exemptions for interest-related dividends paid and short- term capital gains dividends paid. Moreover, 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.
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 Internal Revenue 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, USRPIs 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.
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.
83
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.
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 meets certification requirements described below. 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 Internal Revenue 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 U.S. 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 Internal Revenue 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 also may be subject to additional state, local and foreign taxes depending on each shareholders particular situation.
84
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.
To the extent NFA and its affiliates directly or indirectly own, control and hold power to vote 25% or more of the outstanding shares of the Funds, it is deemed to have control over matters which are subject a vote of the Funds shares.
NFA, is wholly owned by NFS. NFS, a holding company, is a direct wholly owned subsidiary of Nationwide Corporation. Nationwide Corporation is also a holding company in the Nationwide Insurance Enterprise, which includes NFG. All of the common stock of Nationwide Corporation is held by Nationwide Mutual Insurance Company (95.2%) and Nationwide Mutual Fire Insurance Company (4.8%), each of which is a mutual company owned by its policyholders.
As of November 1, 2017, the Trustees and Officers, as a group, owned less than 1% of any class of shares of the Fund.
As of November 1, 2017, the record shareholders identified in Appendix D to this SAI held five percent or greater of the shares of a class of the Fund.
85
DEBT RATINGS
STANDARD & POORS DEBT RATINGS
A Standard & Poors corporate or municipal debt rating is an opinion of the general creditworthiness of an obligor, or the creditworthiness of an obligor with respect to a particular debt security or other financial obligation, based on relevant risk factors.
The debt rating does not constitute a recommendation to purchase, sell, or hold a particular security. In addition, a rating does not comment on the suitability of an investment for a particular investor. The ratings are based on current information furnished by the issuer or obtained by Standard & Poors from other sources it considers reliable. Standard & Poors does not perform an audit in connection with any rating and may, on occasion, rely on unaudited financial information. The ratings may be changed, suspended, or withdrawn as a result of changes in, or unavailability of, such information, or for other circumstances.
The ratings are based, in varying degrees, on the following considerations:
1. | Likelihood of default - capacity and willingness of the obligor as to its financial commitments in a timely manner in accordance with the terms of the obligation. |
2. | Nature of and provisions of the obligation. |
3. | Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting. |
INVESTMENT GRADE
AAA - | Debt rated AAA has the highest rating assigned by Standard & Poors. Capacity to meet financial commitments is extremely strong. |
AA - | Debt rated AA has a very strong capacity to meet financial commitments and differs from the highest rated issues only in small degree. |
A - | Debt rated A has a strong capacity to meet financial commitments 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 meet financial commitments. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to meet financial commitments for debt in this category than in higher rated categories. |
SPECULATIVE GRADE
Debt rated BB, B, CCC, CC and C are regarded as having significant speculative characteristics with respect to capacity to pay interest and repay principal. BB indicates the least degree of speculation and C the highest. While such debt will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major risk exposures to adverse conditions.
BB - | Debt rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to inadequate capacity to meet financial commitments. |
A-1
B - | Debt rated B has a greater vulnerability to nonpayment than obligations rated BB but currently has the capacity to meet its financial commitments. Adverse business, financial, or economic conditions will likely impair capacity or willingness to meet financial commitments. |
CCC - | Debt rated CCC is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions to meet financial commitments. In the event of adverse business, financial, or economic conditions, it is not likely to have the capacity to meet its financial commitments. |
CC - | Debt rated CC typically is currently highly vulnerable to nonpayment. |
C - | Debt rated C may signify that a bankruptcy petition has been filed, but debt service payments are continued. |
D - | Debt rated D is in payment default. The D rating category is used when interest payments or principal payments are not made on the date due even if the applicable grace period has not expired, unless Standard & Poors believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition if debt service payments are jeopardized. |
MOODYS LONG-TERM DEBT RATINGS
Aaa - | Bonds which are rated Aaa are judged to be of the highest quality, with minimal credit risk. |
Aa - | Bonds which are rated Aa are judged to be of high quality by all standards and are subject to very low credit risk. |
A - | Bonds which are rated A are to be considered as upper-medium grade obligations and subject to low credit risk. |
Baa - | Bonds which are rated Baa are considered as medium-grade obligations, subject to moderate credit risk and in fact may have speculative characteristics. |
Ba - | Bonds which are rated Ba are judged to have speculative elements and are subject to substantial credit risk. |
B - | Bonds which are rated B are considered speculative and are subject to high credit risk. |
Caa - | Bonds which are rated Caa are judged to be of poor standing and are subject to very high credit risk. |
Ca - | Bonds which are rated Ca represent obligations which are highly speculative. Such issues are likely in default, or very near, with some prospect of recovery of principal and interest. |
C - | Bonds which are rated C are the lowest rated class of bonds, and are typically in default. There is little prospect for recovery of principal or interest. |
STATE AND MUNICIPAL NOTES
Excerpts from Moodys Investors Service, Inc., description of state and municipal note ratings:
MIG-1- Notes bearing this designation are of superior credit quality, enjoying excellent protection by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.
A-2
MIG-2- Notes bearing this designation are of strong credit quality, with margins of protection ample although not so large as in the preceding group.
MIG-3- Notes bearing this designation are of acceptable credit quality, with possibly narrow liquidity and cash-flow protection. Market access for refinancing is likely to be less well established.
SG- Notes bearing this designation are of speculative-grade credit quality and may lack sufficient margins of protection.
FITCH, INC. BOND RATINGS
Fitch investment-grade bond ratings provide a guide to investors in determining the credit risk associated with a particular security. The ratings represent Fitchs assessment of the issuers ability to meet the obligations of a specific debt issue or class of debt in a timely manner.
The rating takes into consideration special features of the issue, its relationship to other obligations of the issuer, the current and prospective financial condition and operating performance of the issuer and any guarantor, as well as the economic and political environment that might affect the issuers future financial strength and credit quality.
Fitch ratings do not reflect any credit enhancement that may be provided by insurance policies or financial guaranties unless otherwise indicated.
Bonds that have the same rating are of similar but not necessarily identical credit quality since the rating categories do not fully reflect small differences in the degrees of credit risk.
Fitch ratings are not recommendations to buy, sell, or hold any security ratings do not comment on the adequacy of market price, the suitability of any security for a particular investor, or the tax-exempt nature or taxability of payments made in respect of any security.
Fitch ratings are based on information obtained from issuers, other obligors, underwriters, their experts, and other sources Fitch believes to be reliable. Fitch does not audit or verify the truth or accuracy of such information. Ratings may be changed, suspended, or withdrawn as a result of changes in, or the unavailability of, information or for other reasons.
AAA | Bonds considered investment grade and representing the lowest expectation of credit risk. The obligor has an exceptionally strong capacity for timely payment of financial commitments, a capacity that is highly unlikely to be affected by foreseeable events. |
AA | Bonds considered to be investment grade and of very high credit quality. This rating indicates a very strong capacity for timely payment of financial commitments, a capacity that is not significantly vulnerable to foreseeable events. |
A | Bonds considered to be investment grade and represent a low expectation of credit risk. This rating indicates a strong capacity for timely payment of financial commitments. This capacity may, nevertheless, be more vulnerable to changes in economic conditions or circumstances than long-term debt with higher ratings. |
BBB | Bonds considered to be in the lowest investment grade and indicates that there is currently low expectation of credit risk. The capacity for timely payment of financial commitments is considered adequate, but adverse changes in economic conditions and circumstances are more likely to impair this capacity. |
BB |
Bonds are considered speculative. This rating indicates that there is a possibility of credit risk developing, particularly as the result of adverse economic changes over time; however, business or |
A-3
financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade. |
B | Bonds are considered highly speculative. This rating indicates that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment. | |
CCC, CC and C |
Bonds are considered a high default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic developments. A CC rating indicates that default of some kind appears probable. A C rating signals imminent default. | |
DDD, DD and D |
Bonds are in default. Such bonds are not meeting current obligations and are extremely speculative. DDD designates the highest potential for recovery of amounts outstanding on any securities involved and D represents the lowest potential for recovery. |
SHORT-TERM RATINGS
STANDARD & POORS COMMERCIAL PAPER RATINGS
A Standard & Poors commercial paper rating is a current assessment of the likelihood of timely payment of debt considered short-term in the relevant market.
Ratings are graded into several categories, ranging from A-1 for the highest quality obligations to D for the lowest. These categories are as follows:
A-1 | This highest category indicates that capacity to meet financial commitments is strong. Those issues determined to possess extremely strong safety characteristics are denoted with a plus sign (+) designation. |
A-2 | Capacity to meet financial commitments is satisfactory, although more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. |
A-3 | Issues carrying this designation have adequate protections. They are, however, more vulnerable to adverse economic conditions or changing circumstances which could weaken capacity to meet financial commitments. |
B | Issues rated B are regarded as having significant speculative characteristics. |
C | This rating is assigned to short-term debt obligations that are vulnerable to nonpayment and dependent on favorable business, financial, and economic conditions in order to meet financial commitments. |
D | Debt rated D is in payment default. The D rating category is used when interest payments or principal payments are not made on the date due even if the applicable grace period has not expired, unless Standard & Poors believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition if debt service payments are jeopardized. |
STANDARD & POORS NOTE RATINGS
An S&P note rating reflects the liquidity factors and market-access risks unique to notes. Notes maturing in three years or less will likely receive a note rating. Notes maturing beyond three years will most likely receive a long-term debt rating.
The following criteria will be used in making the assessment:
A-4
1. | Amortization schedulethe larger the final maturity relative to other maturities, the more likely the issue is to be treated as a note. |
2. | Source of paymentthe more the issue depends on the market for its refinancing, the more likely it is to be considered a note. |
Note rating symbols and definitions are as follows:
SP-1 | Strong capacity to pay principal and interest. Issues determined to possess very strong capacity to pay principal and interest are given a plus (+) designation. |
SP-2 | Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes. |
SP-3 | Speculative capacity to pay principal and interest. |
MOODYS SHORT-TERM RATINGS
Moodys short-term debt ratings are opinions of the ability of issuers to honor short-term financial obligations. These obligations have an original maturity not exceeding thirteen months, unless explicitly noted. Moodys employs the following three designations to indicate the relative repayment capacity of rated issuers:
P-1 | Issuers (or supporting institutions) rated Prime-1 have a superior capacity to repay short-term debt obligations. |
P-2 | Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations. |
P-3 | Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term debt obligations. |
Issuers rated Not Prime do not fall within any of the Prime rating categories.
MOODYS NOTE RATINGS
MIG 1/VMIG 1 | Notes bearing this designation are of superior credit quality, enjoying excellent protection by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing. | |
MIG 2/VMIG 2 | Notes bearing this designation are of strong credit quality, with margins of protection ample although not so large as in the preceding group. | |
MIG 3/VMIG 3 | Notes bearing this designation are of acceptable credit quality, with possibly narrow liquidity and cash-flow protection. Market access for refinancing is likely to be less well established. | |
SG | Notes bearing this designation are of speculative-grade credit quality and may lack sufficient margins of protection. |
FITCHS SHORT-TERM RATINGS
Fitchs short-term ratings apply to debt obligations that are payable on demand or have original maturities of up to three years, including commercial paper, certificates of deposit, medium-term notes, and municipal and investment notes.
The short-term rating places greater emphasis than a long-term rating on the existence of liquidity necessary to meet the issuers obligations in a timely manner.
A-5
F-1+ | Best quality, indicating exceptionally strong capacity to meet financial commitments. |
F-1 | Best quality, indicating strong capacity to meet financial commitments. |
F-2 | Good quality with satisfactory capacity to meet financial commitments. |
F-3 | Fair quality with adequate capacity to meet financial commitments but near-term adverse conditions could impact the commitments. |
B | Speculative quality and minimal capacity to meet commitments and vulnerability to short-term adverse changes in financial and economic conditions. |
C | Possibility of default is high and the financial commitments are dependent upon sustained, favorable business and economic conditions. |
D | In default and has failed to meet its financial commitments. |
A-6
PROXY VOTING GUIDELINES
NATIONWIDE FUND ADVISORS
GENERAL
The Board of Trustees of Nationwide Mutual Funds and Nationwide Variable Insurance Trust (the Funds) has approved the continued delegation of the authority to vote proxies relating to the securities held in the portfolios of the Funds to the Funds investment adviser or subadviser, some of which advisers and subadvisers use an independent service provider, as described below.
Nationwide Fund Advisors (NFA or the Adviser), is an investment adviser that is registered with the U.S. Securities and Exchange Commission (the SEC) pursuant to the Investment Advisers Act of 1940, as amended (the Advisers Act). NFA currently provides investment advisory services to registered investment companies (hereinafter referred to collectively as Clients).
Voting proxies that are received in connection with underlying portfolio securities held by Clients is an important element of the portfolio management services that NFA performs for Clients. NFAs goal in performing this service is to make proxy voting decisions: (i) to vote or not to vote proxies in a manner that serves the best economic interests of Clients; and (ii) that avoid the influence of conflicts of interest. To implement this goal, NFA has adopted proxy voting guidelines (the Proxy Voting Guidelines) to assist it in making proxy voting decisions and in developing procedures for effecting those decisions. The Proxy Voting Guidelines are designed to ensure that, where NFA has the authority to vote proxies, all legal, fiduciary, and contractual obligations will be met.
The Proxy Voting Guidelines address a wide variety of individual topics, including, among other matters, shareholder voting rights, anti-takeover defenses, board structures and the election of directors, executive and director compensation, reorganizations, mergers, and various shareholder proposals.
The proxy voting records of the Funds are available to shareholders on the Trusts website, nationwide.com/mutualfunds , and the SECs website.
HOW PROXIES ARE VOTED
NFA has delegated to Institutional Shareholder Services (ISS), an independent service provider, the administration of proxy voting for Client portfolio securities directly managed by NFA, subject to oversight by NFAs Proxy Voting Committee. ISS, a Delaware corporation, provides proxy-voting services to many asset managers on a global basis. The NFA Proxy Voting Committee has reviewed, and will continue to review annually, the relationship with ISS and the quality and effectiveness of the various services provided by ISS.
Specifically, ISS assists NFA in the proxy voting and corporate governance oversight process by developing and updating the ISS Proxy Voting Guidelines, which are incorporated into the Proxy Voting Guidelines, and by providing research and analysis, recommendations regarding votes, operational implementation, and recordkeeping and reporting services. NFAs decision to retain ISS is based principally on the view that the services that ISS provides, subject to oversight by NFA, generally will result in proxy voting decisions which serve the best economic interests of Clients. NFA has reviewed, analyzed, and determined that the ISS Proxy Voting Guidelines are consistent with the views of NFA on the various types of proxy proposals. When the ISS Proxy Voting Guidelines do not cover a specific proxy issue and ISS does not provide a recommendation: (i) ISS will notify NFA; and (ii) NFA will use its best judgment in voting proxies on behalf of the Clients. A summary of the ISS Proxy Voting Guidelines is set forth below.
B-1
CONFLICTS OF INTEREST
NFA does not engage in investment banking, administration or management of corporate retirement plans, or any other activity that is likely to create a potential conflict of interest. In addition, because Client proxies are voted by ISS pursuant to the pre-determined ISS Proxy Voting Guidelines, NFA generally does not make an actual determination of how to vote a particular proxy, and, therefore, proxies voted on behalf of Clients do not reflect any conflict of interest. Nevertheless, the Proxy Voting Guidelines address the possibility of such a conflict of interest arising.
The Proxy Voting Guidelines provide that, if a proxy proposal were to create a conflict of interest between the interests of a Client and those of NFA (or between a Client and those of any of NFAs affiliates, including Nationwide Fund Distributors LLC and Nationwide), then the proxy should be voted strictly in conformity with the recommendation of ISS. To monitor compliance with this policy, any proposed or actual deviation from a recommendation of ISS must be reported by the NFA Proxy Voting Committee to the chief counsel for NFA. The chief counsel for NFA then will provide guidance concerning the proposed deviation and whether a deviation presents any potential conflict of interest. If NFA then casts a proxy vote that deviates from an ISS recommendation, the affected Client (or other appropriate Client authority) will be given a report of this deviation.
CIRCUMSTANCES UNDER WHICH PROXIES WILL NOT BE VOTED
NFA, through ISS, shall attempt to process every vote for all domestic and foreign proxies that they receive; however, there may be cases in which NFA will not process a proxy because it is impractical or too expensive to do so. For example, NFA will not process a proxy in connection with a foreign security if the cost of voting a foreign proxy outweighs the benefit of voting the foreign proxy, when NFA has not been given enough time to process the vote, or when a sell order for the foreign security is outstanding and proxy voting would impede the sale of the foreign security. Also, NFA generally will not seek to recall the securities on loan for the purpose of voting the securities unless it is in the best interests of the applicable Fund to do so.
DELEGATION OF PROXY VOTING TO SUBADVISERS TO FUNDS
For any Fund, or portion of a Fund that is directly managed by a subadviser, the Trustees of the Fund and NFA have delegated proxy voting authority to that subadviser. Each subadviser has provided its proxy voting policies to NFA for review and these proxy voting policies are described below. Each subadviser is required to represent quarterly to NFA that (1) all proxies of the Fund(s) advised by the subadviser were voted in accordance with the subadvisers proxy voting policies as provided to NFA and (2) there have been no material changes to the subadvisers proxy voting policies.
ISS 2017 U.S. Proxy Voting Concise Guidelines
BOARD OF DIRECTORS
General Recommendation: Generally vote for director nominees, except under the following circumstances:
1. | Accountability |
Vote against 1 or withhold from the entire board of directors (except new nominees 2 , who should be considered case-by-case) for the following:
1 | In general, companies with a plurality vote standard use Withhold as the contrary vote option in director elections; companies with a majority vote standard use Against. However, it will vary by company and the proxy must be checked to determine the valid contrary vote option for the particular company. |
2 | A new nominee is any current nominee who has not already been elected by shareholders and who joined the board after the problematic action in question transpired. If ISS cannot determine whether the nominee joined the board before or after the problematic action transpired, the nominee will be considered a new nominee if he or she joined the board within the 12 months prior to the upcoming shareholder meeting. |
B-2
Problematic Takeover Defenses
Classified Board Structure:
1.1. | The board is classified, and a continuing director responsible for a problematic governance issue at the board/committee level that would warrant a withhold/against vote recommendation is not up for election. All appropriate nominees (except new) may be held accountable. |
Director Performance Evaluation:
1.2. | The board lacks accountability and oversight, coupled with sustained poor performance relative to peers. Sustained poor performance is measured by one- and three-year total shareholder returns in the bottom half of a companys four-digit GICS industry group (Russell 3000 companies only). Take into consideration the companys five-year total shareholder return and operational metrics. Problematic provisions include but are not limited to: |
| A classified board structure; |
| A supermajority vote requirement; |
| Either a plurality vote standard in uncontested director elections or a majority vote standard with no plurality carve-out for contested elections; |
| The inability of shareholders to call special meetings; |
| The inability of shareholders to act by written consent; |
| A dual-class capital structure; and/or |
| A non-shareholder-approved poison pill. |
Poison Pills:
1.3. | The companys poison pill has a dead-hand or modified dead-hand feature. Vote against or withhold from nominees every year until this feature is removed; |
1.4. | The board adopts a poison pill with a term of more than 12 months (long-term pill), or renews any existing pill, including any short-term pill (12 months or less), without shareholder approval. A commitment or policy that puts a newly adopted pill to a binding shareholder vote may potentially offset an adverse vote recommendation. Review such companies with classified boards every year, and such companies with annually elected boards at least once every three years, and vote against or withhold votes from all nominees if the company still maintains a non-shareholder-approved poison pill; or |
1.5. | The board makes a material adverse change to an existing poison pill without shareholder approval. |
Vote case-by-case on all nominees if:
1.6. | The board adopts a poison pill with a term of 12 months or less (short-term pill) without shareholder approval, taking into account the following factors: |
| The date of the pills adoption relative to the date of the next meeting of shareholdersi.e. whether the company had time to put the pill on the ballot for shareholder ratification given the circumstances; |
| The issuers rationale; |
| The issuers governance structure and practices; and |
| The issuers track record of accountability to shareholders. |
Restricting Binding Shareholder Proposals:
Generally vote against or withhold from members of the governance committee if:
1.7. | The companys charter imposes undue restrictions on shareholders ability to amend the bylaws. Such restrictions include, but are not limited to: outright prohibition on the submission of binding shareholder proposals, or share ownership requirements or time holding requirements in excess of SEC Rule 14a-8. Vote against on an ongoing basis. |
B-3
Problematic Audit-Related Practices
Generally vote against or withhold from the members of the Audit Committee if:
1.8. | The non-audit fees paid to the auditor are excessive (see discussion under Auditor Ratification ); |
1.9. | The company receives an adverse opinion on the companys financial statements from its auditor; or |
1.10. | There is persuasive evidence that the Audit Committee entered into an inappropriate indemnification agreement with its auditor that limits the ability of the company, or its shareholders, to pursue legitimate legal recourse against the audit firm. |
Vote case-by-case on members of the Audit Committee and potentially the full board if:
1.11. | Poor accounting practices are identified that rise to a level of serious concern, such as: fraud; misapplication of GAAP; and material weaknesses identified in Section 404 disclosures. Examine the severity, breadth, chronological sequence, and duration, as well as the companys efforts at remediation or corrective actions, in determining whether withhold/against votes are warranted. |
Problematic Compensation Practices/Pay for Performance Misalignment
In the absence of an Advisory Vote on Executive Compensation ballot item or in egregious situations, vote against or withhold from the members of the Compensation Committee and potentially the full board if:
1.12. | There is a significant misalignment between CEO pay and company performance (pay for performance); |
1.13. | The company maintains significant problematic pay practices; |
1.14. | The board exhibits a significant level of poor communication and responsiveness to shareholders; |
1.15. | The company fails to submit one-time transfers of stock options to a shareholder vote; or |
1.16. | The company fails to fulfill the terms of a burn-rate commitment made to shareholders. |
Vote case-by-case on Compensation Committee members (or, in exceptional cases, the full board) and the Management Say-on-Pay proposal if:
1.17. | The companys previous say-on-pay received the support of less than 70 percent of votes cast, taking into account: |
| The companys response, including: |
| Disclosure of engagement efforts with major institutional investors regarding the issues that contributed to the low level of support; |
| Specific actions taken to address the issues that contributed to the low level of support; |
| Other recent compensation actions taken by the company; |
| Whether the issues raised are recurring or isolated; |
| The companys ownership structure; and |
| Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness. |
Unilateral Bylaw/Charter Amendments and Problematic Capital Structures
1.18. | Generally vote against or withhold from directors individually, committee members, or the entire board (except new nominees, who should be considered case-by-case) if the board amends the companys bylaws or charter without shareholder approval in a manner that materially diminishes shareholders rights or that could adversely impact shareholders, considering the following factors: |
| The boards rationale for adopting the bylaw/charter amendment without shareholder ratification; |
| Disclosure by the company of any significant engagement with shareholders regarding the amendment; |
| The level of impairment of shareholders rights caused by the boards unilateral amendment to the bylaws/charter; |
B-4
| The boards track record with regard to unilateral board action on bylaw/charter amendments or other entrenchment provisions; |
| The companys ownership structure; |
| The companys existing governance provisions; |
| The timing of the boards amendment to the bylaws/charter in connection with a significant business development; and |
| Other factors, as deemed appropriate, that may be relevant to determine the impact of the amendment on shareholders. |
Unless the adverse amendment is reversed or submitted to a binding shareholder vote, in subsequent years vote case-by-case on director nominees. Generally vote against (except new nominees, who should be considered case-by-case) if the directors:
| Classified the board; |
| Adopted supermajority vote requirements to amend the bylaws or charter; or |
| Eliminated shareholders ability to amend bylaws. |
1.19. | For newly public companies, generally vote against or withhold from directors individually, committee members, or the entire board (except new nominees, who should be considered case-by-case) if, prior to or in connection with the companys public offering, the company or its board adopted bylaw or charter provisions materially adverse to shareholder rights, or implemented a multi-class capital structure in which the classes have unequal voting rights considering the following factors: |
| The level of impairment of shareholders rights; |
| The disclosed rationale; |
| The ability to change the governance structure (e.g., limitations on shareholders right to amend the bylaws or charter, or supermajority vote requirements to amend the bylaws or charter); |
| The ability of shareholders to hold directors accountable through annual director elections, or whether the company has a classified board structure; |
| Any reasonable sunset provision; and |
| Other relevant factors. |
Unless the adverse provision and/or problematic capital structure is reversed or removed, vote case-by-case on director nominees in subsequent years.
Governance Failures
Under extraordinary circumstances, vote against or withhold from directors individually, committee members, or the entire board, due to:
1.20. | Material failures of governance, stewardship, risk oversight 3 , or fiduciary responsibilities at the company; |
1.21. | Failure to replace management as appropriate; or |
1.22. | Egregious actions related to a directors service on other boards that raise substantial doubt about his or her ability to effectively oversee management and serve the best interests of shareholders at any company. |
2. Responsiveness
Vote case-by-case on individual directors, committee members, or the entire board of directors as appropriate if:
3 | Examples of failure of risk oversight include, but are not limited to: bribery; large or serial fines or sanctions from regulatory bodies; significant adverse legal judgments or settlements; hedging of company stock; or significant pledging of company stock. |
B-5
2.1. | The board failed to act on a shareholder proposal that received the support of a majority of the shares cast in the previous year. Factors that will be considered are: |
| Disclosed outreach efforts by the board to shareholders in the wake of the vote; |
| Rationale provided in the proxy statement for the level of implementation; |
| The subject matter of the proposal; |
| The level of support for and opposition to the resolution in past meetings; |
| Actions taken by the board in response to the majority vote and its engagement with shareholders; |
| The continuation of the underlying issue as a voting item on the ballot (as either shareholder or management proposals); and |
| Other factors as appropriate. |
2.2. | The board failed to act on takeover offers where the majority of shares are tendered; |
2.3. | At the previous board election, any director received more than 50 percent withhold/against votes of the shares cast and the company has failed to address the issue(s) that caused the high withhold/against vote; |
2.4. | The board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received the majority of votes cast at the most recent shareholder meeting at which shareholders voted on the say-on-pay frequency; or |
2.5. | The board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received a plurality, but not a majority, of the votes cast at the most recent shareholder meeting at which shareholders voted on the say-on-pay frequency, taking into account: |
| The boards rationale for selecting a frequency that is different from the frequency that received a plurality; |
| The companys ownership structure and vote results; |
| ISS analysis of whether there are compensation concerns or a history of problematic compensation practices; and |
| The previous years support level on the companys say-on-pay proposal. |
3. Composition
Attendance at Board and Committee Meetings:
3.1. | Generally vote against or withhold from directors (except new nominees, who should be considered case-by-case 4 ) who attend less than 75 percent of the aggregate of their board and committee meetings for the period for which they served, unless an acceptable reason for absences is disclosed in the proxy or another SEC filing. Acceptable reasons for director absences are generally limited to the following: |
| Medical issues/illness; |
| Family emergencies; and |
| Missing only one meeting (when the total of all meetings is three or fewer). |
3.2. | If the proxy disclosure is unclear and insufficient to determine whether a director attended at least 75 percent of the aggregate of his/her board and committee meetings during his/her period of service, vote against or withhold from the director(s) in question. |
Overboarded Directors:
Generally vote against or withhold from individual directors who:
3.3. | Sit on more than five public company boards; or |
4 | For new nominees only, schedule conflicts due to commitments made prior to their appointment to the board are considered if disclosed in the proxy or another SEC filing. |
B-6
3.4. | Are CEOs of public companies who sit on the boards of more than two public companies besides their ownwithhold only at their outside boards 5 . |
4. Independence
Vote against or withhold from Inside Directors and Affiliated Outside Directors (per the Categorization of Directors ) when:
4.1. | The inside or affiliated outside director serves on any of the three key committees: audit, compensation, or nominating; |
4.2. | The company lacks an audit, compensation, or nominating committee so that the full board functions as that committee; |
4.3. | The company lacks a formal nominating committee, even if the board attests that the independent directors fulfill the functions of such a committee; or |
4.4. | Independent directors make up less than a majority of the directors. |
Independent Chair (Separate Chair/CEO)
General Recommendation: Generally vote for shareholder proposals requiring that the chairmans position be filled by an independent director, taking into consideration the following: |
| The scope of the proposal; |
| The companys current board leadership structure; |
| The companys governance structure and practices; |
| Company performance; and |
| Any other relevant factors that may be applicable. |
Regarding the scope of the proposal, consider whether the proposal is precatory or binding and whether the proposal is seeking an immediate change in the chairman role or the policy can be implemented at the next CEO transition.
Under the review of the companys board leadership structure, ISS may support the proposal under the following scenarios absent a compelling rationale: the presence of an executive or non-independent chair in addition to the CEO; a recent recombination of the role of CEO and chair; and/or departure from a structure with an independent chair. ISS will also consider any recent transitions in board leadership and the effect such transitions may have on independent board leadership as well as the designation of a lead director role.
When considering the governance structure, ISS will consider the overall independence of the board, the independence of key committees, the establishment of governance guidelines, board tenure and its relationship to CEO tenure, and any other factors that may be relevant. Any concerns about a companys governance structure will weigh in favor of support for the proposal.
The review of the companys governance practices may include, but is not limited to, poor compensation practices, material failures of governance and risk oversight, related-party transactions or other issues putting director independence at risk, corporate or management scandals, and actions by management or the board with potential or realized negative impact on shareholders. Any such practices may suggest a need for more independent oversight at the company thus warranting support of the proposal.
ISS performance assessment will generally consider one-, three-, and five-year TSR compared to the companys peers and the market as a whole. While poor performance will weigh in favor of the adoption of an independent
5 |
Although all of a CEOs subsidiary boards will be counted as separate boards, ISS will not recommend a withhold vote for the CEO of a parent company board or any of the controlled (>50 percent ownership) subsidiaries of that parent, but may do so at subsidiaries that are less than 50 percent controlled and boards outside the parent/subsidiary relationships. |
B-7
chair policy, strong performance over the long term will be considered a mitigating factor when determining whether the proposed leadership change warrants support.
Proxy Access
General Recommendation : Generally vote for management and shareholder proposals for proxy access with the following provisions:
| Ownership threshold: maximum requirement not more than three percent (3%) of the voting power; |
| Ownership duration: maximum requirement not longer than three (3) years of continuous ownership for each member of the nominating group; |
| Aggregation: minimal or no limits on the number of shareholders permitted to form a nominating group; |
| Cap: cap on nominees of generally twenty-five percent (25%) of the board. |
Review for reasonableness any other restrictions on the right of proxy access.
Generally vote against proposals that are more restrictive than these guidelines.
Proxy Contests/Proxy Access Voting for Director Nominees in Contested Elections
General Recommendation: Vote case-by-case on the election of directors in contested elections, considering the following factors:
| Long-term financial performance of the company relative to its industry; |
| Managements track record; |
| Background to the contested election; |
| Nominee qualifications and any compensatory arrangements; |
| Strategic plan of dissident slate and quality of the critique against management; |
| Likelihood that the proposed goals and objectives can be achieved (both slates); and |
| Stock ownership positions. |
In the case of candidates nominated pursuant to proxy access, vote case-by-case considering any applicable factors listed above or additional factors which may be relevant, including those that are specific to the company, to the nominee(s) and/or to the nature of the election (such as whether or not there are more candidates than board seats).
CAPITAL/RESTRUCTURING
Capital
Common Stock Authorization
General Recommendation: Vote for proposals to increase the number of authorized common shares where the primary purpose of the increase is to issue shares in connection with a transaction on the same ballot that warrants support.
Vote against proposals at companies with more than one class of common stock to increase the number of authorized shares of the class of common stock that has superior voting rights.
Vote against proposals to increase the number of authorized common shares if a vote for a reverse stock split on the same ballot is warranted despite the fact that the authorized shares would not be reduced proportionally.
Vote case-by-case on all other proposals to increase the number of shares of common stock authorized for issuance. Take into account company-specific factors that include, at a minimum, the following:
B-8
| Past Board Performance: |
| The companys use of authorized shares during the last three years; |
| The Current Request: |
| Disclosure in the proxy statement of the specific purposes of the proposed increase; |
| Disclosure in the proxy statement of specific and severe risks to shareholders of not approving the request; and |
| The dilutive impact of the request as determined relative to an allowable increase calculated by ISS (typically 100 percent of existing authorized shares) that reflects the companys need for shares and total shareholder returns. |
ISS will apply the relevant allowable increase below to requests to increase common stock that are for general corporate purposes (or to the general corporate purposes portion of a request that also includes a specific need):
A. | Most companies: 100 percent of existing authorized shares. |
B. | Companies with less than 50 percent of existing authorized shares either outstanding or reserved for issuance: 50 percent of existing authorized shares. |
C. | Companies with one- and three-year total shareholder returns (TSRs) in the bottom 10 percent of the U.S. market as of the end of the calendar quarter that is closest to their most recent fiscal year end: 50 percent of existing authorized shares. |
D. | Companies at which both conditions (B and C) above are both present: 25 percent of existing authorized shares. |
If there is an acquisition, private placement, or similar transaction on the ballot (not including equity incentive plans) that ISS is recommending FOR, the allowable increase will be the greater of (i) twice the amount needed to support the transactions on the ballot, and (ii) the allowable increase as calculated above.
Mergers and Acquisitions
General Recommendation: Vote case-by-case on mergers and acquisitions. Review and evaluate the merits and drawbacks of the proposed transaction, balancing various and sometimes countervailing factors including:
| Valuation - Is the value to be received by the target shareholders (or paid by the acquirer) reasonable? While the fairness opinion may provide an initial starting point for assessing valuation reasonableness, emphasis is placed on the offer premium, market reaction, and strategic rationale. |
| Market reaction - How has the market responded to the proposed deal? A negative market reaction should cause closer scrutiny of a deal. |
| Strategic rationale - Does the deal make sense strategically? From where is the value derived? Cost and revenue synergies should not be overly aggressive or optimistic, but reasonably achievable. Management should also have a favorable track record of successful integration of historical acquisitions. |
| Negotiations and process - Were the terms of the transaction negotiated at arms-length? Was the process fair and equitable? A fair process helps to ensure the best price for shareholders. Significant negotiation wins can also signify the deal makers competency. The comprehensiveness of the sales process (e.g., full auction, partial auction, no auction) can also affect shareholder value. |
| Conflicts of interest - Are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider shareholders? As the result of potential conflicts, the directors and officers of the company may be more likely to vote to approve a merger than if they did not hold these interests. Consider whether these interests may have influenced these directors and officers to support or recommend the merger. The CIC figure presented in the ISS Transaction Summary section of this report is an aggregate figure that can in certain cases be a misleading indicator of the true value transfer from shareholders to insiders. Where such figure appears to be excessive, analyze the underlying assumptions to determine whether a potential conflict exists. |
|
Governance - Will the combined company have a better or worse governance profile than the current governance profiles of the respective parties to the transaction? If the governance profile is to change for the |
B-9
worse, the burden is on the company to prove that other issues (such as valuation) outweigh any deterioration in governance. |
COMPENSATION
Executive Pay Evaluation
Underlying all evaluations are five global principles that most investors expect corporations to adhere to in designing and administering executive and director compensation programs:
1. | Maintain appropriate pay-for-performance alignment, with emphasis on long-term shareholder value: This principle encompasses overall executive pay practices, which must be designed to attract, retain, and appropriately motivate the key employees who drive shareholder value creation over the long term. It will take into consideration, among other factors, the link between pay and performance; the mix between fixed and variable pay; performance goals; and equity-based plan costs; |
2. | Avoid arrangements that risk pay for failure: This principle addresses the appropriateness of long or indefinite contracts, excessive severance packages, and guaranteed compensation; |
3. | Maintain an independent and effective compensation committee: This principle promotes oversight of executive pay programs by directors with appropriate skills, knowledge, experience, and a sound process for compensation decision-making ( e.g. , including access to independent expertise and advice when needed); |
4. | Provide shareholders with clear, comprehensive compensation disclosures: This principle underscores the importance of informative and timely disclosures that enable shareholders to evaluate executive pay practices fully and fairly; |
5. | Avoid inappropriate pay to non-executive directors: This principle recognizes the interests of shareholders in ensuring that compensation to outside directors does not compromise their independence and ability to make appropriate judgments in overseeing managers pay and performance. At the market level, it may incorporate a variety of generally accepted best practices. |
Advisory Votes on Executive CompensationManagement Proposals (Management Say-on-Pay)
General Recommendation: Vote case-by-case on ballot items related to executive pay and practices, as well as certain aspects of outside director compensation.
Vote against Advisory Votes on Executive Compensation (Management Say-on-Pay or MSOP) if:
| There is a significant misalignment between CEO pay and company performance ( pay for performance ); |
| The company maintains significant problematic pay practices ; |
| The board exhibits a significant level of poor communication and responsiveness to shareholders. |
Vote against or withhold from the members of the Compensation Committee and potentially the full board if:
| There is no MSOP on the ballot, and an against vote on an MSOP is warranted due to pay-for-performance misalignment, problematic pay practices, or the lack of adequate responsiveness on compensation issues raised previously, or a combination thereof; |
| The board fails to respond adequately to a previous MSOP proposal that received less than 70 percent support of votes cast; |
| The company has recently practiced or approved problematic pay practices, including option repricing or option backdating; or |
| The situation is egregious. |
B-10
Primary Evaluation Factors for Executive Pay
Pay-for-Performance Evaluation
ISS annually conducts a pay-for-performance analysis to identify strong or satisfactory alignment between pay and performance over a sustained period. With respect to companies in the Russell 3000 or Russell 3000E Indices 6 , this analysis considers the following:
1. | Peer Group 7 Alignment: |
| The degree of alignment between the companys annualized TSR rank and the CEOs annualized total pay rank within a peer group, each measured over a three-year period. |
| The multiple of the CEOs total pay relative to the peer group median. |
2. | Absolute Alignment 8 the absolute alignment between the trend in CEO pay and company TSR over the prior five fiscal years i.e., the difference between the trend in annual pay changes and the trend in annualized TSR during the period. |
If the above analysis demonstrates significant unsatisfactory long-term pay-for-performance alignment or, in the case of companies outside the Russell indices, misaligned pay and performance are otherwise suggested, our analysis may include any of the following qualitative factors, as relevant to evaluating how various pay elements may work to encourage or to undermine long-term value creation and alignment with shareholder interests:
| The ratio of performance- to time-based equity awards; |
| The overall ratio of performance-based compensation; |
| The completeness of disclosure and rigor of performance goals; |
| The companys peer group benchmarking practices; |
| Actual results of financial/operational metrics, such as growth in revenue, profit, cash flow, etc., both absolute and relative to peers; |
| Special circumstances related to, for example, a new CEO in the prior FY or anomalous equity grant practices (e.g., bi-annual awards); |
| Realizable pay 9 compared to grant pay; and |
| Any other factors deemed relevant. |
Problematic Pay Practices
The focus is on executive compensation practices that contravene the global pay principles, including:
6 | The Russell 3000E Index includes approximately 4,000 of the largest U.S. equity securities. |
7 | The revised peer group is generally comprised of 14-24 companies that are selected using market cap, revenue (or assets for certain financial firms), GICS industry group, and companys selected peers GICS industry group, with size constraints, via a process designed to select peers that are comparable to the subject company in terms of revenue/assets and industry, and also within a market-cap bucket that is reflective of the companys. For Oil, Gas & Consumable Fuels companies, market cap is the only size determinant. |
8 | Only Russell 3000 Index companies are subject to the Absolute Alignment analysis. |
9 | ISS research reports include realizable pay for S&P 1500 companies. |
B-11
| Problematic practices related to non-performance-based compensation elements; |
| Incentives that may motivate excessive risk-taking; and |
| Options backdating. |
Problematic Pay Practices related to Non-Performance-Based Compensation Elements
Pay elements that are not directly based on performance are generally evaluated case-by-case considering the context of a companys overall pay program and demonstrated pay-for-performance philosophy. Please refer to ISS Compensation FAQ document for detail on specific pay practices that have been identified as potentially problematic and may lead to negative recommendations if they are deemed to be inappropriate or unjustified relative to executive pay best practices. The list below highlights the problematic practices that carry significant weight in this overall consideration and may result in adverse vote recommendations:
| Repricing or replacing of underwater stock options/SARS without prior shareholder approval (including cash buyouts and voluntary surrender of underwater options); |
| Excessive perquisites or tax gross-ups, including any gross-up related to a secular trust or restricted stock vesting; |
| New or extended agreements that provide for: |
| CIC payments exceeding 3 times base salary and average/target/most recent bonus; |
| CIC severance payments without involuntary job loss or substantial diminution of duties (single or modified single triggers); |
| CIC payments with excise tax gross-ups (including modified gross-ups); |
| Insufficient executive compensation disclosure by externally-managed issuers (EMIs) such that a reasonable assessment of pay programs and practices applicable to the EMIs executives is not possible. |
Incentives that may Motivate Excessive Risk-Taking
| Multi-year guaranteed bonuses; |
| A single or common performance metric used for short- and long-term plans; |
| Lucrative severance packages; |
| High pay opportunities relative to industry peers; |
| Disproportionate supplemental pensions; or |
| Mega annual equity grants that provide unlimited upside with no downside risk. |
Factors that potentially mitigate the impact of risky incentives include rigorous claw-back provisions and robust stock ownership/holding guidelines.
Options Backdating
The following factors should be examined case-by-case to allow for distinctions to be made between sloppy plan administration versus deliberate action or fraud:
| Reason and motive for the options backdating issue, such as inadvertent vs. deliberate grant date changes; |
| Duration of options backdating; |
| Size of restatement due to options backdating; |
| Corrective actions taken by the board or compensation committee, such as canceling or re-pricing backdated options, the recouping of option gains on backdated grants; and |
| Adoption of a grant policy that prohibits backdating, and creates a fixed grant schedule or window period for equity grants in the future. |
Compensation Committee Communications and Responsiveness
Consider the following factors case-by-case when evaluating ballot items related to executive pay on the boards responsiveness to investor input and engagement on compensation issues:
B-12
| Failure to respond to majority-supported shareholder proposals on executive pay topics; or |
| Failure to adequately respond to the companys previous say-on-pay proposal that received the support of less than 70 percent of votes cast, taking into account: |
| The companys response, including: |
| Disclosure of engagement efforts with major institutional investors regarding the issues that contributed to the low level of support; |
| Specific actions taken to address the issues that contributed to the low level of support; |
| Other recent compensation actions taken by the company; |
| Whether the issues raised are recurring or isolated; |
| The companys ownership structure; and |
| Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness. |
Frequency of Advisory Vote on Executive Compensation (Say When on Pay)
General Recommendation: Vote for annual advisory votes on compensation, which provide the most consistent and clear communication channel for shareholder concerns about companies executive pay programs.
Equity-based and Other Incentive Plans
General Recommendation: Vote case-by-case on certain equity-based compensation plans 10 depending on a combination of certain plan features and equity grant practices, where positive factors may counterbalance negative factors, and vice versa, as evaluated using an equity plan scorecard (EPSC) approach with three pillars:
Plan Cost: The total estimated cost of the companys equity plans relative to industry/market cap peers, measured by the companys estimated Shareholder Value Transfer (SVT) in relation to peers and considering both:
| SVT based on new shares requested plus shares remaining for future grants, plus outstanding unvested/unexercised grants; and |
| SVT based only on new shares requested plus shares remaining for future grants. |
Plan Features:
| Automatic single-triggered award vesting upon a change in control (CIC); |
| Discretionary vesting authority; |
| Liberal share recycling on various award types; |
| Lack of minimum vesting period for grants made under the plan; |
| Dividends payable prior to award vesting. |
Grant Practices:
| The companys three-year burn rate relative to its industry/market cap peers; |
| Vesting requirements in most recent CEO equity grants (3-year look-back); |
| The estimated duration of the plan (based on the sum of shares remaining available and the new shares requested, divided by the average annual shares granted in the prior three years); |
| The proportion of the CEOs most recent equity grants/awards subject to performance conditions; |
| Whether the company maintains a claw-back policy; |
| Whether the company has established post-exercise/vesting share-holding requirements. |
10 | Proposals evaluated under the EPSC policy generally include those to approve or amend (1) stock option plans for employees and/or employees and directors, (2) restricted stock plans for employees and/or employees and directors, and (3) omnibus stock incentive plans for employees and/or employees and directors; amended plans will be further evaluated case-by-case. |
B-13
Generally vote against the plan proposal if the combination of above factors indicates that the plan is not, overall, in shareholders interests, or if any of the following egregious factors apply:
| Awards may vest in connection with a liberal change-of-control definition; |
| The plan would permit repricing or cash buyout of underwater options without shareholder approval (either by expressly permitting it for NYSE and Nasdaq listed companies or by not prohibiting it when the company has a history of repricing for non-listed companies); |
| The plan is a vehicle for problematic pay practices or a significant pay-for-performance disconnect under certain circumstances; or |
| Any other plan features are determined to have a significant negative impact on shareholder interests. |
SOCIAL/ENVIRONMENTAL ISSUES
Global Approach
Issues covered under the policy include a wide range of topics, including consumer and product safety, environment and energy, labor standards and human rights, workplace and board diversity, and corporate political issues. While a variety of factors goes into each analysis, the overall principle guiding all vote recommendations focuses on how the proposal may enhance or protect shareholder value in either the short or long term.
General Recommendation: Generally vote case-by-case, taking into consideration whether implementation of the proposal is likely to enhance or protect shareholder value, and in addition the following will also be considered:
| If the issues presented in the proposal are more appropriately or effectively dealt with through legislation or government regulation; |
| If the company has already responded in an appropriate and sufficient manner to the issue(s) raised in the proposal; |
| Whether the proposals request is unduly burdensome (scope or timeframe) or overly prescriptive; |
| The companys approach compared with any industry standard practices for addressing the issue(s) raised by the proposal; |
| If the proposal requests increased disclosure or greater transparency, whether or not reasonable and sufficient information is currently available to shareholders from the company or from other publicly available sources; and |
| If the proposal requests increased disclosure or greater transparency, whether or not implementation would reveal proprietary or confidential information that could place the company at a competitive disadvantage. |
Pharmaceutical Pricing, Access to Medicines, and Prescription Drug Reimportation
General Recommendation: Generally vote against proposals requesting that companies implement specific price restraints on pharmaceutical products unless the company fails to adhere to legislative guidelines or industry norms in its product pricing practices.
Vote case-by-case on proposals requesting that a company report on its product pricing or access to medicine policies, considering:
| The potential for reputational, market, and regulatory risk exposure; |
| Existing disclosure of relevant policies; |
| Deviation from established industry norms; |
| Relevant company initiatives to provide research and/or products to disadvantaged consumers; |
| Whether the proposal focuses on specific products or geographic regions; |
| The potential burden and scope of the requested report; |
| Recent significant controversies, litigation, or fines at the company. |
Generally vote for proposals requesting that a company report on the financial and legal impact of its prescription drug reimportation policies unless such information is already publicly disclosed.
B-14
Generally vote against proposals requesting that companies adopt specific policies to encourage or constrain prescription drug reimportation. Such matters are more appropriately the province of legislative activity and may place the company at a competitive disadvantage relative to its peers.
Climate Change/Greenhouse Gas (GHG) Emissions
General Recommendation: Generally vote for resolutions requesting that a company disclose information on the risks related to climate change on its operations and investments, such as financial, physical, or regulatory risks, considering:
| Whether the company already provides current, publicly-available information on the impact that climate change may have on the company as well as associated company policies and procedures to address related risks and/or opportunities; |
| The companys level of disclosure is at least comparable to that of industry peers; and |
| There are no significant controversies, fines, penalties, or litigation associated with the companys environmental performance. |
Generally vote for proposals requesting a report on greenhouse gas (GHG) emissions from company operations and/or products and operations, unless:
| The company already discloses current, publicly-available information on the impacts that GHG emissions may have on the company as well as associated company policies and procedures to address related risks and/or opportunities; |
| The companys level of disclosure is comparable to that of industry peers; and |
| There are no significant, controversies, fines, penalties, or litigation associated with the companys GHG emissions. |
Vote case-by-case on proposals that call for the adoption of GHG reduction goals from products and operations, taking into account:
| Whether the company provides disclosure of year-over-year GHG emissions performance data; |
| Whether company disclosure lags behind industry peers; |
| The companys actual GHG emissions performance; |
| The companys current GHG emission policies, oversight mechanisms, and related initiatives; and |
| Whether the company has been the subject of recent, significant violations, fines, litigation, or controversy related to GHG emissions. |
Board Diversity
General Recommendation: Generally vote for requests for reports on a companys efforts to diversify the board, unless:
| The gender and racial minority representation of the companys board is reasonably inclusive in relation to companies of similar size and business; and |
| The board already reports on its nominating procedures and gender and racial minority initiatives on the board and within the company. |
Vote case-by-case on proposals asking a company to increase the gender and racial minority representation on its board, taking into account:
| The degree of existing gender and racial minority diversity on the companys board and among its executive officers; |
B-15
| The level of gender and racial minority representation that exists at the companys industry peers; |
| The companys established process for addressing gender and racial minority board representation; |
| Whether the proposal includes an overly prescriptive request to amend nominating committee charter language; |
| The independence of the companys nominating committee; |
| Whether the company uses an outside search firm to identify potential director nominees; and |
| Whether the company has had recent controversies, fines, or litigation regarding equal employment practices. |
Loomis, Sayles & Company, L.P. (Loomis Sayles)
Proxy Voting Policies and Procedures Summary
Loomis Sayles uses the services of third parties (Proxy Voting Services) to research and administer the vote on proxies for those accounts and funds for which Loomis Sayles has voting authority. One of Loomis Sayles Proxy Voting Services provides vote recommendations and/or analysis to Loomis Sayles based on the Proxy Voting Services own research. Loomis Sayles will generally follow its express policy with input from the Proxy Voting Service unless Loomis Sayles Proxy Committee determines that the clients best interests are served by voting otherwise. All issues presented for shareholder vote will be considered under the oversight of the Proxy Committee. All nonroutine issues will be directly considered by the Proxy Committee and, when necessary, the equity analyst following the company and/or the portfolio manager of the fund holding the security, and will be voted in the best investment interests of the fund. All routine issues will be voted according to Loomis Sayles policy approved by the Proxy Committee unless special factors require that they be considered by the Proxy Committee and, when necessary, the equity analyst following the company and/or the portfolio manager of the fund holding the security. Loomis Sayles Proxy Committee has established these routine policies in what it believes are the best investment interests of Loomis Sayles clients.
The specific responsibilities of the Proxy Committee include (1) the development, authorization, implementation and updating of the Loomis Sayles Proxy Voting Policies and Procedures (Procedures), including an annual review of the Procedures, existing voting guidelines and the proxy voting process in general, (2) oversight of the proxy voting process including oversight of the vote on proposals according to the predetermined policies in the voting guidelines, directing the vote on proposals where there is reason not to vote according to the predetermined policies in the voting guidelines or where proposals require special consideration, and consultation with the portfolio managers and analysts for the fund holding the security when necessary or appropriate and, (3) engagement and oversight of third-party vendors, including Proxy Voting Services.
Loomis Sayles has established several policies to ensure that proxies are voted in its clients best interest and are not affected by any possible conflicts of interest. First, except in certain limited instances, Loomis Sayles votes in accordance with its pre-determined policies set forth in the Procedures. Second, where these Procedures allow for discretion, Loomis Sayles will generally consider the recommendations of the Proxy Voting Services in making its voting decisions. However, if the Proxy Committee determines that the Proxy Voting Services recommendation is not in the best interest of its clients, then the Proxy Committee may use its discretion to vote against the Proxy Voting Services recommendation, but only after taking the following steps: (1) conducting a review for any material conflict of interest Loomis Sayles may have; and, (2) if any material conflict is found to exist, excluding anyone at Loomis Sayles who is subject to that conflict of interest from participating in the voting decision in any way. However, if deemed necessary or appropriate by the Proxy Committee after full prior disclosure of any conflict, that person may provide information, opinions or recommendations on any proposal to the Proxy Committee. In such event the Proxy Committee will make reasonable efforts to obtain and consider, prior to directing any vote information, opinions or recommendations from or about the opposing position on any proposal.
B-16
PORTFOLIO MANAGERS
INVESTMENTS IN THE FUND
Name of Portfolio Manager |
Fund Name |
Dollar Range of Investments
in the Fund (as of December 31, 2016) |
||
Aziz V. Hamzaogullari, CFA |
Nationwide Loomis All Cap Growth Fund | None |
DESCRIPTION OF COMPENSATION STRUCTURE
Loomis, Sayles & Company, L.P. (Loomis Sayles)
Loomis Sayles believes that portfolio manager compensation should be driven primarily by the delivery of consistent and superior long-term performance for its clients. Portfolio manager compensation is made up primarily of three main components: base salary, variable compensation and a long-term incentive program. Although portfolio manager compensation is not directly tied to assets under management, a portfolio managers base salary and/or variable compensation potential may reflect the amount of assets for which the manager is responsible relative to other portfolio managers. Loomis Sayles also offers a profit sharing plan. Base salary is a fixed amount based on a combination of factors, including industry experience, firm experience, job performance and market considerations. Variable compensation is an incentive-based component and generally represents a significant multiple of base salary. Variable compensation is based on four factors: investment performance, profit growth of the firm, profit growth of the managers business unit and personal conduct. Investment performance is the primary component of total variable compensation and generally represents at least 70% for equity managers. The other three factors are used to determine the remainder of variable compensation, subject to the discretion of the Chief Investment Officer (CIO) and senior management. The CIO and senior management evaluate these other factors annually.
Equity Managers. While mutual fund performance and asset size do not directly contribute to the compensation calculation, investment performance for equity managers is measured by comparing the performance of Loomis Sayles institutional composites to the performance of the applicable Morningstar peer group and/or the Lipper universe. Generally speaking the performance of the respective products fund is compared against the applicable Morningstar peer group and/or the Lipper universe. To the extent the majority of assets managed in the fund strategy are for institutional separate accounts, the Evestment Alliance institutional peer group will also be used as an additional comparison. In situations where substantially all of the assets for the strategy are institutional, the institutional peer group will be used as the primary method of comparison. A managers performance relative to the peer group for the 1, 3 and 5 year periods (3, 5 and 10 years for large cap growth, all cap growth and global), or since the start of the managers tenure, if shorter, is used to calculate the amount of variable compensation payable due to performance. Longer-term performance is typically weighted more than shorter-term performance (1 year or 3 years for large cap growth, all cap growth and global growth). In addition, the performance measurement for equity compensation usually incorporates a consistency metric using longer term (3, 5, etc.) rolling returns compared to the peer group over a sustained measurement period (5, 7, etc. years); however, the exact method may be adjusted to a products particular style. If a manager is responsible for more than one product, the rankings of each product are weighted based on relative revenue of accounts represented in each product. An external benchmark is used as a secondary comparison.
Mr. Hamzaogullari also receives additional compensation based on revenue and performance hurdles for his strategies, and performance fee based compensation as portfolio manager for a private investment fund.
C-1
In cases where the institutional peer groups are used, Loomis Sayles believes they represent the most competitive product universe while closely matching the investment styles offered by the fund.
In addition to the compensation described above, portfolio managers may receive additional compensation based on the overall growth of their strategies.
General
Most mutual funds are not included in the Loomis Sayles strategy composites, so unlike managed accounts, fund performance and asset size in those cases would not directly contribute to this calculation. However, each fund managed by Loomis Sayles employs strategies endorsed by Loomis Sayles and fits into the product category for the relevant investment style. Loomis Sayles may adjust compensation if there is significant dispersion among the returns of the composite and accounts not included in the composite.
Loomis Sayles has developed and implemented two distinct long-term incentive plans to attract and retain investment talent. The plans supplement existing compensation. The first plan has several important components distinguishing it from traditional equity ownership plans:
| the plan grants units that entitle participants to an annual payment based on a percentage of company earnings above an established threshold; |
| upon retirement, a participant will receive a multi-year payout for his or her vested units; and |
| participation is contingent upon signing an award agreement, which includes a non-compete covenant. |
The second plan is similarly constructed although the participants annual participation in company earnings is deferred for two years from the time of award and is only payable if the portfolio manager remains at Loomis Sayles. In this plan, there is no post-retirement payments or non-compete covenants.
Senior management expects that the variable compensation portion of overall compensation will continue to remain the largest source of income for those investment professionals included in the plan. The plan was initially offered to portfolio managers and over time the scope of eligibility widened to include other key investment professionals. Management has full discretion on what units are issued and to whom.
Portfolio managers also participate in the Loomis Sayles profit sharing plan, in which Loomis Sayles makes a contribution to the retirement plan of each employee based on a percentage of base salary (up to a maximum amount). The portfolio managers may also participate in the Loomis Sayles defined benefit pension plan, which applies to all Loomis Sayles employees who joined the firm prior to May 3, 2003. The defined benefit is based on years of service and base compensation (up to a maximum amount).
OTHER MANAGED ACCOUNTS
The following chart summarizes information regarding accounts other than the Fund for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into the following three categories: (1) mutual funds; (2) other pooled investment vehicles; and (3) other accounts. The portfolio managers listed do not manage any accounts for which the advisory fee is based on performance.
Name of Portfolio Manager |
Number of Accounts Managed by Each Portfolio Manager and Total Assets by Category (as of December 31, 2016) |
|
Aziz V. Hamzaogullari, CFA |
Mutual Funds: 17 accounts, $16.7 billion in total assets (0 accounts, $0 in total assets for which the advisory fee is based on performance) | |
Other Pooled Investment Vehicles: 11 accounts, $2.4 billion total assets (1 account, $533.3 million total assets for which the advisory fee is based on |
C-2
performance) | ||
Other Accounts: 91 accounts, $10.1 billion in total assets (0 accounts, $0 in total assets for which the advisory fee is based on performance) |
POTENTIAL CONFLICTS OF INTEREST
Loomis, Sayles & Company, L.P. (Loomis Sayles)
Conflicts of interest may arise in the allocation of investment opportunities and the allocation of aggregated orders among the Funds and other accounts managed by the portfolio managers. A portfolio manager potentially could give favorable treatment to some accounts for a variety of reasons, including favoring larger accounts, accounts that pay higher fees, accounts that pay performance-based fees, accounts of affiliated companies and accounts in which the portfolio manager has an interest. Such favorable treatment could lead to more favorable investment opportunities or allocations for some accounts. Loomis Sayles makes investment decisions for all accounts (including institutional accounts, mutual funds, hedge funds and affiliated accounts) based on each accounts availability of other comparable investment opportunities and Loomis Sayles desire to treat all accounts fairly and equitably over time. Loomis Sayles maintains trade allocation and aggregation policies and procedures to address these potential conflicts. Conflicts of interest also may arise to the extent a portfolio manager short sells a stock in one client account but holds that stock long in other accounts, including the Funds, or sells a stock for some accounts while buying the stock for others, and through the use of soft dollar arrangements.
C-3
5% SHAREHOLDERS
FUND/CLASS |
SHAREHOLDER NAME |
NO. OF
SHARES |
% OF
OWNERSHIP |
|||||||
NATIONWIDE LOOMIS ALL CAP GROWTH FUND CLASS A |
PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-0002 |
11,063.74 | 63.41 | % | ||||||
NATIONWIDE LOOMIS ALL CAP GROWTH FUND CLASS A |
LPL FINANCIAL OMNIBUS CUSTOMER ACCOUNT 4707 EXECUTIVE DRIVE ATTN LINDSAY O TOOLE SAN DIEGO CA 92121-3091 |
3,884.89 | 22.27 | % | ||||||
NATIONWIDE LOOMIS ALL CAP GROWTH FUND CLASS A |
LEE T CUMMINGS AND KATHRYN A CUMMINGS JTWROS PLAIN CITY OH 43064-6037 |
992.06 | 5.69 | % | ||||||
NATIONWIDE LOOMIS ALL CAP GROWTH FUND CLASS R6 |
NATIONWIDE TRUST COMPANY FSB C/O IPO PORTFOLIO ACCOUNTING PO BOX 182029 COLUMBUS OH 43218-2029 |
6,255,407.91 | 34.34 | % | ||||||
NATIONWIDE LOOMIS ALL CAP GROWTH FUND CLASS R6 |
INVESTOR DESTINATIONS MODERATELY AGGRESSIVE FUND 1 NATIONWIDE PLZ MSC 5-02-210 COLUMBUS OH 43215-2226 |
4,753,994.73 | 26.09 | % | ||||||
NATIONWIDE LOOMIS ALL CAP GROWTH FUND CLASS R6 |
INVESTOR DESTINATIONS AGGRESSIVE FUND 1 NATIONWIDE PLZ MSC 5-02-210 COLUMBUS OH 43215-2226 |
3,981,700.65 | 21.86 | % | ||||||
NATIONWIDE LOOMIS ALL CAP GROWTH FUND CLASS R6 |
INVESTOR DESTINATIONS MODERATE FUND 1 NATIONWIDE PLZ MSC 5-02-210 COLUMBUS OH 43215-2226 |
2,609,455.59 | 14.32 | % | ||||||
NATIONWIDE LOOMIS ALL CAP GROWTH FUND INSTITUTIONAL SERVICE CLASS |
LPL FINANCIAL OMNIBUS CUSTOMER ACCOUNT 4707 EXECUTIVE DRIVE ATTN LINDSAY O TOOLE SAN DIEGO CA 92121-3091 |
79,763.28 | 51.38 | % | ||||||
NATIONWIDE LOOMIS ALL CAP GROWTH FUND INSTITUTIONAL SERVICE CLASS |
RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS ATTN COURTNEY WALLER HOUSE ACCT FIRM 9250005 880 CARILLON PKWY ST. PETERSBURG FL 33716-1100 |
24,860.33 | 16.02 | % | ||||||
NATIONWIDE LOOMIS ALL |
BB&T SECURITIES R/O IRA C/F | 9,961.69 | 6.42 | % |
D-1
CAP GROWTH FUND INSTITUTIONAL SERVICE CLASS |
ANDREW L HUTCHINSON MT PLEASANT SC 29464-5146 |
|||||||||
NATIONWIDE LOOMIS ALL CAP GROWTH FUND INSTITUTIONAL SERVICE CLASS |
BB&T SECURITIES R/O IRA C/F JULIE D RICHARDSON SUMMERVILLE SC 29483-3168 |
9,515.10 | 6.13 | % | ||||||
NATIONWIDE LOOMIS ALL CAP GROWTH FUND INSTITUTIONAL SERVICE CLASS |
BB&T SECURITIES IRA C/F HAROLD J PETTERSON CHARLESTON SC 29401-2906 |
8,429.12 | 5.43 | % |
D-2
PART C
OTHER INFORMATION
BlackRock Investment Management, LLC, previously filed as Exhibit EX-28.d.3.a.1 with the Trusts registration statement on February 24, 2012, is hereby incorporated by reference. | ||||||||||||
(b) | Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Dimensional Fund Advisors LP, effective December 19, 2007, previously filed as Exhibit EX-23.d.3.i with the Trusts registration statement on December 28, 2007, is hereby incorporated by reference. | |||||||||||
(c) | Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Nationwide Asset Management, LLC, effective January 1, 2008, previously filed as Exhibit EX-23.d.3.h with the Trusts registration statement on December 19, 2008, is hereby incorporated by reference. | |||||||||||
(1) | Exhibit A to the Subadvisory Agreement, amended May 1, 2013, among the Trust, Nationwide Fund Advisors and Nationwide Asset Management, LLC, effective January 1, 2008, previously filed as Exhibit EX-28.d.3.c.1 with the Trusts registration statement on April 3, 2014, is hereby incorporated by reference. | |||||||||||
(d) | Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Federated Investment Management Company, effective April 2, 2009, previously filed as Exhibit EX-28.d.3.i with the Trusts registration statement on February 26, 2010, is hereby incorporated by reference. | |||||||||||
(1) | Exhibit A to the Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Federated Investment Management Company, effective March 9, 2017, previously filed as Exhibit EX-28.d.4.d.1 with the Trusts registration statement on May 5, 2017, is hereby incorporated by reference. | |||||||||||
(e) | Subadvisory Agreement among the Trust, Nationwide Fund Advisers and Brown Capital Management, LLC, effective August 26, 2011, previously filed as Exhibit EX-28.d.3.j with the Trusts registration statement on September 16, 2011, is hereby incorporated by reference. | |||||||||||
(f) | Subadvisory Agreement among the Trust, Nationwide Fund Advisors and UBS Asset Management (Americas) Inc., effective July 19, 2011, previously filed as Exhibit EX-28.d.3.k with the Trusts registration statement on July 1, 2011, is hereby incorporated by reference. | |||||||||||
(1) | Exhibit A to the Subadvisory Agreement among the Trust, Nationwide Fund Advisors and UBS Asset Management (Americas) Inc., effective July 19, 2011, amended November 19, 2012, previously filed as Exhibit EX-28.d.3.k.1 with the Trusts registration statement on December 6, 2012, is hereby incorporated by reference. | |||||||||||
(g) | Subadvisory Agreement among the Trust, Nationwide Fund Advisers and Thompson, Siegel & Walmsley LLC, effective April 22, 2013, previously filed as Exhibit EX-16.6.c.xii with the Trusts registration statement on Form N-14 on May 17, 2013, is hereby incorporated by reference. | |||||||||||
(h) | Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Bailard, Inc., effective June 4, 2013, previously filed as Exhibit EX-28.d.3.k with the Trusts registration statement on October 17, 2013, is hereby incorporated by reference. |
(1) | Exhibit A to the Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Bailard, Inc., effective March 31, 2014, previously filed as Exhibit EX-28.d.3.j.1 with the Trusts registration statement on April 3, 2014, is hereby incorporated by reference. | |||||||||
(i) | Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Geneva Capital Management LLC, effective October 1, 2014, previously filed as Exhibit EX-28.d.3.k with the Trusts registration statement on October 16, 2014, is hereby incorporated by reference. | |||||||||
(j) | Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Ziegler Capital Management, LLC, effective December 1, 2013, previously filed as Exhibit EX-28.d.3.m with the Trusts registration statement on February 20, 2014, is hereby incorporated by reference. | |||||||||
(k) | Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Boston Advisors, LLC, effective March 13, 2014, previously filed as Exhibit EX-28.d.3.r with the Trusts registration statement on March 25, 2014, is hereby incorporated by reference. | |||||||||
(1) | Exhibit A to the Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Boston Advisors, LLC, effective December 10, 2015, previously filed as Exhibit EX 28.d.4.q.1 with the Trusts registration statement on December 17, 2015, is hereby incorporated by reference. | |||||||||
(l) | Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Standard Life Investments (Corporate Funds) Limited, effective October 5, 2015, previously filed as Exhibit EX-28.d.4.r with the Trusts registration statement on October 13, 2015, is hereby incorporated by reference. | |||||||||
(m) | Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Amundi Smith Breeden, LLC, effective September 25, 2015, previously filed as Exhibit EX-28.d.4.s with the Trusts registration statement on October 14, 2015, is hereby incorporated by reference. | |||||||||
(1) | Exhibit A to the Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Amundi Smith Breeden, LLC, effective August 1, 2016, previously filed as Exhibit EX-28.d.4.s.1 with the Trusts registration statement on September 30, 2016, is hereby incorporated by reference. | |||||||||
(n) | Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Wellington Management Company LLP, effective December 14, 2016, previously filed as Exhibit EX-28.d.4.t with the Trusts registration statement on December 14, 2016, is hereby incorporated by reference. | |||||||||
(o) | Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Wellington Management Company LLP, effective November 13, 2017, is filed herewith as EX-28.d.4.o. | |||||||||
(p) | Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Loomis, Sayles & Company, LP, effective May 5, 2017, previously filed as Exhibit EX-28.d.4.q with the Trusts registration statement on May 5, 2017, is hereby incorporated by reference. | |||||||||
(q) | Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Loomis, Sayles & Company, LP, effective November 13, 2017, is filed herewith as EX 28.d.4.q. |
(r) | Form of Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Logan Capital Management, Inc., previously filed as EX 28.d.4.q. with the Trusts registration statement on August 24, 2017, is hereby incorporated by reference. | |||||||||
(s) | Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Diamond Hill Capital Management, effective November 13, 2017, is filed herewith as Exhibit EX-28.d.4.s. | |||||||||
(t) | Subadvisory Agreement among the Trust, Nationwide Fund Advisors and WCM Investment Management, effective November 13, 2017, is filed herewith as Exhibit EX-28.d.4.t. | |||||||||
(u) | Subadvisory Agreement among the Trust, Nationwide Fund Advisors and Massachusetts Financial Services Company D/B/A MFS Investment Management, effective November 13, 2017, is filed herewith as Exhibit EX-28.d.4.u. | |||||||||
(e) | (1) | Underwriting Agreement dated May 1, 2007, amended as of February 28, 2008, between the Trust and Nationwide Fund Distributors LLC (NFD), previously filed as Exhibit EX-23.e.1 with the Trusts registration statement on June 14, 2007, is hereby incorporated by reference. | ||||||||
(a) | Schedule A to the Underwriting Agreement dated May 1, 2007, as amended May 5, 2017, previously filed as Exhibit EX-28.e.1.a with the Trusts registration statement on May 5, 2017, is hereby incorporated by reference. | |||||||||
(2) | Model Dealer Agreement, effective January 2008, previously filed as Exhibit EX-23.e.2 with the Trusts registration statement on February 27, 2008, is hereby incorporated by reference. | |||||||||
(f) | Not applicable. | |||||||||
(g) | Custodian Agreement | |||||||||
(1) | Custody Agreement dated April 4, 2003, between the Trust and JPMorgan Chase Bank, previously filed as Exhibit EX-99.g.1 with the Trusts registration statement on February 28, 2005, is hereby incorporated by reference. | |||||||||
(a) | Amendment to the Custody Agreement dated December 2, 2009, previously filed as Exhibit EX-28.g.1.a with the Trusts registration statement on February 26, 2010, is hereby incorporated by reference. | |||||||||
(b) | Amendment to the Custody Agreement dated March 8, 2012, previously filed as Exhibit EX-28.g.1.d with the Trusts registration statement on July 2, 2012, is hereby incorporated by reference. | |||||||||
(c) | Amendment to the Custody Agreement dated September 18, 2015, for certain series of the Trust, previously filed as Exhibit EX-28.g.1.c with the Trusts registration statement on October 13, 2015, is hereby incorporated by reference. | |||||||||
(d) | Amendment to Global Custody Agreement dated March 11, 2011, previously filed as Exhibit EX-28.g.1.d with the Trusts registration statement on September 30, 2016, is hereby incorporated by reference. | |||||||||
(e) | Amendment to Global Custody Agreement dated December 9, 2015, previously filed as Exhibit EX-28.g.1.e with the Trusts registration statement on September 30, 2016, is hereby incorporated by reference. |
(a) | Amendment to Expense Limitation Agreement, effective May 1, 2007, as amended May 1, 2017, between the Trust and Nationwide Fund Advisors, previously filed as Exhibit EX-28.h.4.a with the Trusts registration statement on May 5, 2017, is hereby incorporated by reference. | |||||||||||
(b) | Exhibit A to Expense Limitation Agreement, effective May 1, 2007, as amended May 5, 2017, between the Trust and Nationwide Fund Advisors, previously filed as Exhibit Ex-28.h.4.b with the Trusts registration statement on May 5, 2017, is hereby incorporated by reference. | |||||||||||
(5) | Assignment and Assumption Agreement between Gartmore Mutual Funds, an Ohio business trust (OBT) and the Trust, a Delaware statutory trust, dated February 28, 2005, assigning to the Trust OBTs title, rights, interests, benefits and privileges in and to certain contracts listed in the Agreement, previously filed as Exhibit EX-99.h.11 with the Trusts registration statement on February 28, 2006, is hereby incorporated by reference. | |||||||||||
(6) | Fee Waiver Agreement between Nationwide Mutual Funds and Nationwide Fund Advisers for the Nationwide Fund, effective as of March 1, 2017, previously filed as Exhibit EX-28.h.6 with the Trusts registration statement on May 5, 2017, is hereby incorporated by reference. | |||||||||||
(7) | Administrative Services Fee Waiver Agreement between Nationwide Mutual Funds and Nationwide Fund Advisers, effective as of March 1, 2017, previously filed as Exhibit EX-28.h.7 with the Trusts registration statement on May 5, 2017, is hereby incorporated by reference. | |||||||||||
(8) | Fee Waiver Agreement between Nationwide Mutual Funds and Nationwide Fund Advisers for the Nationwide Mid Cap Market Index and Nationwide Small Cap Index Fund, effective as of March 1, 2017, previously filed as Exhibit EX-28.h.8 with the Trusts registration statement on May 5, 2017, is hereby incorporated by reference. | |||||||||||
(i) | Legal Opinion of Stradley Ronon Stevens & Young, LLP, relating to all current series of the Registrant, previously filed as Exhibit EX-28.i, is hereby incorporated by reference. | |||||||||||
(j) | Not Applicable. | |||||||||||
(k) | Not applicable. | |||||||||||
(l) | Not applicable. | |||||||||||
(m) | (1) | Distribution Plan under Rule 12b-1, effective May 1, 2007, amended May 5, 2017, previously filed as Exhibit EX-28.m.1 with the Trusts registration statement on May 5, 2017, is hereby incorporated by reference. | ||||||||||
(n) | (1) | Rule 18f-3 Plan, effective March 2, 2009, amended May 5, 2017, previously filed as Exhibit EX-28.n.1 with the Trusts registration statement on May 5, 2017, is hereby incorporated by reference. | ||||||||||
(o) | Not applicable. | |||||||||||
(p) | (1) | Code of Ethics for the Nationwide Mutual Funds and Nationwide Variable Insurance Trust dated December 3, 2008, previously filed as Exhibit EX-23.p.1 with the Trusts registration statement on February 26, 2009, is hereby incorporated by reference. | ||||||||||
(2) | Code of Ethics for Nationwide Fund Advisors dated January 1, 2015, previously filed as Exhibit EX-23.p.2 with the Trusts registration statement on February 26, 2015, is hereby incorporated by reference. |
(3) | Advisory Employee Investment Transaction Policy for BlackRock Investment Management, LLC, dated January 15, 2009, previously filed as Exhibit EX-23.p.4 with the Trusts registration statement on February 26, 2009, is hereby incorporated by reference. | |||
(4) | Code of Ethics for Dimensional Fund Advisors LP, effective January 1, 2016, previously filed as Exhibit EX-23.p.4 with the Trusts registration statement on February 22, 2016, is hereby incorporated by reference. | |||
(5) | Code of Ethics for Nationwide Fund Distributors LLC dated January 1, 2014, previously filed as Exhibit EX-23.p.5 with the Trusts registration statement on February 26, 2015, is hereby incorporated by reference. | |||
(6) | Code of Ethics for Federated Investment Management Company, effective January 1, 2016, previously filed as Exhibit EX-28.p.6 with the Trusts registration statement on February 22, 2016, is hereby incorporated by reference. | |||
(7) | Code of Ethics for Brown Capital Management, LLC, revised December 31, 2015, previously filed as Exhibit EX-28.p.8 with the Trusts registration statement on February 22, 2016, is hereby incorporated by reference. | |||
(8) | Code of Ethics for UBS Asset Management (Americas) Inc., dated January 7, 2013, previously filed as Exhibit EX-28.p.9 with the Trusts registration statement on February 26, 2015, is hereby incorporated by reference. | |||
(9) | Code of Ethics, amended December 5, 2016, for Thompson, Siegel & Walmsley LLC, previously filed as Exhibit EX-28.p.10 with the Trusts registration statement on May 5, 2017, is hereby incorporated by reference. | |||
(10) | Code of Ethics for Bailard, Inc., dated March 25, 2014, previously filed as Exhibit EX-28.p.12 with the Trusts registration statement on February 26, 2015, is hereby incorporated by reference. | |||
(11) | Code of Ethics for Geneva Capital Management LLC, as revised October 30, 2015, previously filed as Exhibit EX-28.p.13 with the Trusts registration statement on February 22, 2016, is hereby incorporated by reference. | |||
(12) | Code of Ethics for Ziegler Capital Management, LLC, dated June 13, 2011, as amended October 29, 2015, previously filed as Exhibit EX-28.p.14 with the Trusts registration statement on February 22, 2016, is hereby incorporated by reference. | |||
(13) | Code of Ethics for Boston Advisors, LLC, as amended December 2013, previously filed as Exhibit EX-28.p.20 with the Trusts registration statement on March 25, 2014, is hereby incorporated by reference. | |||
(14) | Code of Ethics for Standard Life Investments (Corporate Funds) Limited, dated November 20, 2014, previously filed as Exhibit EX-28.p.20 with the Trusts registration statement on October 13, 2015, is hereby incorporated by reference. | |||
(15) | Code of Ethics for Amundi Smith Breeden, LLC, as amended April 2, 2015, previously filed as Exhibit EX-28.p.21 with the Trusts registration statement on October 14, 2015, is hereby incorporated by reference. | |||
(16) | Code of Ethics for Wellington Management Company LLP, dated July 1, 2016, previously filed as Exhibit EX-28.p.22 with the Trusts registration statement on December 14, 2016, is hereby incorporated by reference. |
(17) | Code of Ethics for Loomis, Sayles & Company, L.P. dated August 11, 2016, previously filed as Exhibit EX-28.p.19 with the Trusts registration statement on May 5, 2017, is hereby incorporated by reference. | |||||||
(18) | Code of Ethics for Logan Capital Management, Inc. dated February 2017, previously filed as Exhibit EX-28.p.19 with the Trusts registration statement on March 22, 2017, is hereby incorporated by reference. | |||||||
(19) | Code of Ethics for Diamond Hill Capital Management dated January 1, 2017, is filed herewith as Exhibit EX-28.p.19. | |||||||
(20) | Code of Ethics for WCM Investment Management dated January 1, 2017, is filed herewith as Exhibit EX-28.p.20. | |||||||
(21) | Code of Ethics for Massachusetts Financial Services Company dated October 31, 2016, is filed herewith as Exhibit EX-28.p.21. | |||||||
(q) | (1) | Power of Attorney with respect to the Trust for Charles E. Allen, previously filed as Exhibit EX-28.q.1 with the Trusts registration statement on August 24, 2017, is hereby incorporated by reference. | ||||||
(2) | Power of Attorney with respect to the Trust for Barbara I. Jacobs, previously filed as Exhibit EX-28.q.2 with the Trusts registration statement on August 24, 2017, is hereby incorporated by reference. | |||||||
(3) | Power of Attorney with respect to the Trust for Paula H.J. Cholmondeley, previously filed as Exhibit EX-28.q.3 with the Trusts registration statement on August 24, 2017, is hereby incorporated by reference. | |||||||
(4) | Power of Attorney with respect to the Trust for Phyllis Kay Dryden, previously filed as Exhibit EX-28.q.4 with the Trusts registration statement on August 24, 2017, is hereby incorporated by reference. | |||||||
(5) | Power of Attorney with respect to the Trust for Douglas F. Kridler, previously filed as Exhibit EX-28.q.5 with the Trusts registration statement on August 24, 2017, is hereby incorporated by reference. | |||||||
(6) | Power of Attorney with respect to the Trust for David C. Wetmore, previously filed as Exhibit EX-28.q.6 with the Trusts registration statement on August 24, 2017, is hereby incorporated by reference. | |||||||
(7) | Power of Attorney with respect to the Trust for Keith F. Karlawish, previously filed as Exhibit EX-28.q.7 with the Trusts registration statement on August 24, 2017, is hereby incorporated by reference. | |||||||
(8) | Power of Attorney with respect to the Trust for Lydia M. Marshall, previously filed as Exhibit EX-28.q.8 with the Trusts registration statement on August 24, 2017, is hereby incorporated by reference. | |||||||
(9) | Power of Attorney with respect to the Trust for Carol A. Kosel, previously filed as Exhibit EX-28.q.9 with the Trusts registration statement on August 24, 2017, is hereby incorporated by reference. | |||||||
(10) | Power of Attorney with respect to the Trust for Michael S. Spangler, previously filed as Exhibit EX-28.q.10 with the Trusts registration statement on August 24, 2017, is hereby incorporated by reference. | |||||||
(11) | Power of Attorney with respect to the Trust for Joseph Finelli, previously filed as Exhibit EX-28.q.11 with the Trusts registration statement on August 24, 2017, is hereby incorporated by reference. |
ITEM 29. | PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT |
No person is presently controlled by or under common control with Registrant.
ITEM 30. | INDEMNIFICATION |
Indemnification provisions for officers, directors and employees of Registrant are set forth in Article VII, Section 2 of the Amended Declaration. See Item 28(a) above.
The Trust has entered into indemnification agreements with each of the trustees and certain of its officers. The indemnification agreements provide that the Trust will indemnify the indemnitee for and against any and all judgments, penalties, fines, and amounts paid in settlement, and all expenses actually and reasonably incurred by indemnitee in connection with a proceeding that the indemnitee is a party to or is threatened to be made a party to (other than certain exceptions specified in the agreements), to the maximum extent not expressly prohibited by Delaware law or applicable federal securities law and regulations (including without limitation Section 17(h) of the 1940 Act and the rules and regulations issued with respect thereto by the U.S. Securities and Exchange Commission). The Trust also will indemnify indemnitee for and against all expenses actually and reasonably incurred by indemnitee in connection with any proceeding to which indemnitee is or is threatened to be made a witness but not a party. See Item 23(h)(4) above.
Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
ITEM 31. | BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER |
(a) | Nationwide Fund Advisors, the investment adviser to the Trust, also serves as investment adviser to Nationwide Variable Insurance Trust. To the knowledge of the Registrant, the Directors and Officers of Nationwide Fund Advisors have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of NFA or its affiliates: |
Each of the following persons serves in the same or similar capacity with one or more affiliates of Nationwide Fund Advisors. The address for the persons listed below, except as otherwise noted, is One Nationwide Plaza, Columbus, OH 43215.
Name and Address |
Principal Occupation |
Position with NFA |
Position with Funds |
|||
Kirt A. Walker | President and Chief Operating Officer of Nationwide Financial Services, Inc. | Director | N/A | |||
Michael S. Spangler | President and Director of Nationwide Funds Group, which includes Nationwide Fund Advisors, Nationwide Fund Management LLC and Nationwide Fund Distributors LLC | President and Director | President, Chief Executive Officer and Principal Executive Officer | |||
Eric E. Miller | Senior Vice President, General Counsel and Assistant Secretary of Nationwide Funds Group; Secretary of the Trust | Vice President, General Counsel and Assistant Secretary | Senior Vice President, General Counsel and Secretary | |||
Lee T. Cummings | Senior Vice President of Nationwide | Senior Vice President | Senior Vice President, |
Funds Group | Head of Operations | |||||
Brian E. Hirsch | Vice President and Nationwide Funds Group Chief Compliance Officer | Vice President and Chief Compliance Officer | Senior Vice President and Chief Compliance Officer | |||
Pamela A. Biesecker | Senior Vice President and Head of Taxation of Nationwide Mutual Insurance Company | Senior Vice President and Head of Taxation | N/A | |||
Robert W. Horner | Vice President and Secretary of Nationwide Mutual Insurance Company | Associate Vice President and Secretary | N/A | |||
Timothy G. Frommeyer |
Senior Vice President, Director and Chief Financial Officer of Nationwide Financial Services, Inc. |
Director | N/A | |||
Keith Wild | Associate Vice President and Chief Financial Officers for the Nationwide Funds Group | Associate Vice President and Treasurer | N/A | |||
David A. Conner | Associate Vice President and Assistant Treasurer of Nationwide Mutual Insurance Company | Associate Vice President and Assistant Treasurer | N/A | |||
James M. Elliot | Associate Vice President and Assistant Treasurer of Nationwide Mutual Insurance Company | Associate Vice President and Assistant Treasurer | N/A | |||
Sarah E. Zureich | Associate Vice President and Assistant Treasurer of Nationwide Mutual Insurance Company | Associate Vice President and Assistant Treasurer | N/A | |||
Timothy J. Dwyer | Vice President and Assistant Treasurer of Nationwide Mutual Insurance Company | Vice President and Assistant Treasurer | N/A | |||
Mark E. Hartman | Associate Vice President and Assistant Secretary of Nationwide Mutual Insurance Company | Associate Vice President and Assistant Secretary | N/A | |||
Kathy R. Richards | Associate Vice President and Assistant Secretary of Nationwide Mutual Insurance Company | Associate Vice President and Assistant Secretary | N/A | |||
Keith W. Hinze | Assistant Secretary of Nationwide Mutual Insurance Company | Assistant Secretary | N/A |
(b) | Information for the Subadviser of the Nationwide S&P 500 Index Fund, Nationwide Small Cap Index Fund, Nationwide Mid Cap Market Index Fund, Nationwide Bond Index Fund and Nationwide International Index Fund. |
(1) |
BlackRock Investment Management, LLC, (BlackRock) acts as subadviser to the Nationwide S&P 500 Index Fund, Nationwide Small Cap Index Fund, Nationwide Mid Cap Market Index Fund, |
Nationwide Bond Index Fund and Nationwide International Index Fund. The Directors and Officers of BlackRock have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities. |
(c) | Information for the Subadviser of the Nationwide U.S. Small Cap Value Fund. |
(1) | Dimensional Fund Advisors LP (DFA) acts as subadviser to the Nationwide U.S. Small Cap Value Fund. In addition, DFA serves as investment adviser to other open-end investment companies and also serves as subadviser for certain other registered investment companies. Additional information as to DFA and the partners and executive officers of DFA is included in DFAs Form ADV filed with the Commission (File No. 801-16283), which is incorporated herein by reference and sets forth the executive officers and partners of DFA and information as to any business, profession, vocation or employment of a substantial nature engaged in by those officers and partners during the past two years. |
(d) | Information for the Subadviser of the Nationwide Bond Fund, Nationwide Government Bond Fund and Nationwide Inflation-Protected Securities Fund. |
(1) | Nationwide Asset Management, LLC acts as a subadviser to the Nationwide Bond Fund, Nationwide Government Bond Fund and Nationwide Inflation-Protected Securities Fund. Directors and Officers of Nationwide Asset Management, LLC have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities. |
(e) | Information for the Subadviser of the Nationwide Government Money Market Fund. |
(1) | Federated Investment Management Company (Federated) acts as subadviser to the Nationwide Government Money Market Fund, and is a registered investment adviser under the Investment Advisers Act of 1940. It is a subsidiary of Federated Investors, Inc. The subadviser serves as investment adviser to a number of investment companies and private accounts. Except as noted below, the Directors and Officers of Federated have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than their capacities as a director or officer of affiliated entities. |
Name and Position with Federated |
Other Company | Position with Other Company | ||||
Mark D. Olson Trustee |
Morris James LLP | Partner |
(f) | Information for the Subadviser of the Nationwide Growth Fund. |
(1) | Boston Advisors LLC (Boston Advisors) acts as subadviser to the Nationwide Growth Fund. To the knowledge of the Registrant, the Directors and Officers of Boston Advisors have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities. |
(g) | Information for the Subadviser of the Nationwide Small Company Growth Fund. |
(1) | Brown Capital Management, LLC (Brown Capital) acts as subadviser to the Nationwide Small Company Growth Fund. To the knowledge of the Registrant, the Directors and Officers of Brown Capital have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities. |
(h) | Information for the Subadviser of the Nationwide Global Sustainable Equity Fund and the Nationwide High Yield Bond Fund. |
(1) | UBS Asset Management (Americas) Inc. (UBS AM) acts as subadviser to the Nationwide Global Sustainable Equity Fund and the Nationwide High Yield Bond Fund. To the knowledge of the Registrant, the Directors and Officers of UBS AM have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities. |
(i) | Information for the Subadviser of the Nationwide Core Plus Bond Fund. |
(1) | Thompson, Siegel & Walmsley LLC (TS&W) acts as subadviser to the Nationwide Core Plus Bond Fund. To the knowledge of the Registrant, the Directors and Officers of TS&W have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities. |
(j) | Information for the Subadviser of the Nationwide Bailard Cognitive Value Fund, Nationwide Bailard Technology & Science Fund, Nationwide Bailard International Equities Fund and Nationwide Bailard Emerging Markets Equity Fund. |
(1) | Bailard, Inc. (Bailard) acts as subadviser to the Nationwide Bailard Cognitive Value Fund, Nationwide Bailard Technology & Science Fund, Nationwide Bailard International Equities Fund and the Nationwide Bailard Emerging Markets Equity Fund. To the knowledge of the Registrant, the Directors and Officers of Bailard have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities. Bailard, Inc. provides real estate services (such as identifying and recommending potential property acquisitions and dispositions, supervising day-to-day property management and providing real estate research) to a client that is an affiliated private REIT. |
(k) | Information for the Subadviser of the Nationwide Geneva Mid Cap Growth Fund and Nationwide Geneva Small Cap Growth Fund. |
(1) | Geneva Capital Management LLC (Geneva) acts as subadviser to the Nationwide Geneva Mid Cap Growth Fund and Nationwide Geneva Small Cap Growth Fund. To the knowledge of the Registrant, the Directors and Officers of Geneva have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities. |
(l) | Information for the Subadviser of the Nationwide Ziegler Equity Income Fund, Nationwide Ziegler NYSE Arca Tech 100 Index Fund and Nationwide Ziegler Wisconsin Tax Exempt Fund. |
(1) | Ziegler Capital Management, LLC (Ziegler) acts as subadviser to the Nationwide Ziegler Equity Income Fund, Nationwide Ziegler NYSE Arca Tech 100 Index Fund and Nationwide Ziegler Wisconsin Tax Exempt Fund. To the knowledge of the Registrant, the Directors and Officers of Ziegler have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities. |
(m) | Information for Subadviser of the Nationwide Emerging Markets Debt Fund. |
(1) | Standard Life Investments (Corporate Funds) Limited (Standard Life) acts as subadviser to the Nationwide Emerging Markets Debt Fund. To the knowledge of the Registrant, the Directors and Officers of Standard Life have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities. |
(n) | Information for Subadviser of the Nationwide Amundi Global High Yield Fund, the Nationwide Amundi Strategic Income Fund and the Nationwide Amundi World Bond Fund. |
(1) | Amundi Smith Breeden, LLC (Amundi) acts as subadviser to the Nationwide Amundi Global High Yield Fund, the Nationwide Amundi Strategic Income Fund and the Nationwide Amundi World Bond Fund. To the knowledge of the Registrant, the Directors and Officers of Amundi have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities, except as noted below: |
Name and Position with Amundi |
Other Company |
Position with Other Company |
||
Patrick R. Pagni Chairman |
French American Cultural Exchange | Board Member | ||
ASACT | Board Member | |||
Stephen A. Eason Global Head of Investment Solutions |
Durham Academy | Trustee | ||
Eason Energy Partners | Limited Partner | |||
Eason Energy, Inc. | CEO and Chairman | |||
Eason Foundation | President and Director |
(o) | Information for Subadviser of the Nationwide International Small Cap Fund and Nationwide Fund. |
(1) | Wellington Management Company, LLP (Wellington Management) acts as subadviser to the Nationwide International Small Cap Fund and Nationwide Fund. Wellington Management is an investment adviser registered under the Investment Advisers Act of 1940. During the last two fiscal years, no partner of Wellington Management has engaged in any other business, profession, vocation or employment of a substantial nature other than that of the business of investment management. |
(p) | Information for Subadviser of the Nationwide Loomis All Cap Growth Fund, Nationwide Loomis Bond Fund and Nationwide Loomis Short Term Bond Fund. |
(1) | Loomis, Sayles & Company, L.P. (Loomis Sayles) acts as subadviser to the Nationwide Loomis All Cap Growth Fund, Nationwide Loomis Bond Fund and Nationwide Loomis Short Term Bond Fund. Loomis Sayles is an investment adviser registered under the Investment Advisers Act of 1940. During the last two fiscal years, no partner of Loomis Sayles has engaged in any other business, profession, vocation or employment of a substantial nature other than that of the business of investment management. |
(q) | Information for Subadviser of the Nationwide Long/Short Equity Fund. |
(1) | Logan Capital Management, Inc. (Logan Capital) acts as subadviser to the Nationwide Long/Short Equity Fund. Logan Capital is an investment adviser registered under the Investment Advisers Act of 1940. To the knowledge of the Registrant, the Directors and Officers of Logan Capital have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities. |
(r) | Information for Subadviser of the Nationwide Large Cap Core Equity Fund. |
(1) | Diamond Hill Capital Management (Diamond Hill) acts as subadviser to the Nationwide Large Cap Core Equity Fund. Diamond Hill is an investment adviser registered under the Investment Advisers Act of 1940. To the knowledge of the Registrant, the Directors and Officers of Diamond Hill have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities. |
(s) | Information for Subadviser of the Nationwide WCM Focused Small Cap Fund. |
(1) | WCM Investment Management (WCMIM) acts as subadviser to the Nationwide WCM Focused Small Cap Fund. WCMIM is an investment adviser registered under the Investment Advisers Act of 1940. To the knowledge of the Registrant, the Directors and Officers of WCMIM have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities. |
(t) | Information for Subadviser of the Nationwide National Intermediate Tax Free Bond Fund and Nationwide California Intermediate Tax Free Bond Fund. |
(1) | Massachusetts Financial Services Company D/B/A MFS Investment Management (MFS) acts as subadviser to the Nationwide National Intermediate Tax Free Bond Fund and Nationwide California Intermediate Tax Free Bond Fund. MFS is an investment adviser registered under the Investment Advisers Act of 1940. Certain principal executive officers and directors of MFS serve as officers or directors of some or all of MFS corporate affiliates and certain officers of MFS serve as officers of some or all of the MFS funds and/or officers or directors of certain MFS investment products. To the knowledge of the Registrant, except as noted below, each principal executive officer and director of MFS has not been engaged during the past two fiscal years in any other business profession, vocation or employment of a substantial nature other than as an officer and/or director of MFS or certain of MFS corporate affiliates. |
Name and Position With Investment Adviser |
Other Company |
Position With
Other Company |
||
Stephen C. Peacher, Director of MFS |
Sun Life Financial, Inc. |
President of Sun Life
Investment Management |
||
Kevin D. Strain, Director of MFS |
Sun Life Financial, Inc. |
Executive Vice
President and Chief Financial Officer of Sun Life Financial, Inc. |
ITEM 32. | PRINCIPAL UNDERWRITERS |
(a) | Nationwide Fund Distributors LLC, the principal underwriter of the Trust, also acts as principal underwriter for Nationwide Variable Insurance Trust. |
(b) | Herewith is the information required by the following table with respect to each director, officer or partner of Nationwide Fund Distributors LLC. The address for the persons listed below, except where otherwise noted, is One Nationwide Plaza, Columbus, OH 43215. |
Name: |
Position with NFD: |
Position with
Registrant: |
||
Michael S. Spangler |
Chairman, Director and President |
President, Chief
Executive Officer and Principal Executive Officer |
||
Holly A. Butson |
Chief Compliance Officer | N/A | ||
Eric E. Miller |
Vice President, General Counsel,
and Assistant Secretary |
Senior Vice President,
General Counsel and Secretary |
Name: |
Position with NFD: |
Position with Registrant: |
||
Lee T. Cummings |
Vice President | Senior Vice President and Head of Operations | ||
J. Morgan Elliott |
Associate Vice President and Assistant Treasurer | N/A | ||
Keith Wild |
Financial Operations Principal and Treasurer | N/A | ||
Robert W. Horner, III |
Vice President and Secretary | N/A | ||
Jennifer T. Grinstead |
Chief Marketing Officer | N/A |
(c) | Not applicable. |
ITEM 33. | LOCATION OF ACCOUNTS AND RECORDS |
J.P. Morgan Investor Services Co.
73 Tremont Street
Boston, Massachusetts 02108
Nationwide Funds Group
One Nationwide Plaza
Columbus, OH 43215
ITEM 34. | MANAGEMENT SERVICES |
Not applicable.
ITEM 35. | UNDERTAKINGS |
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for the effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment Nos 225/226 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, State of Ohio, on this 22 nd day of November, 2017.
NATIONWIDE MUTUAL FUNDS | ||
BY: |
/s/ Allan J. Oster |
|
Allan J. Oster, Attorney-In-Fact for Registrant |
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST-EFFECTIVE AMENDMENT NOS. 225/226, TO THE REGISTRATION STATEMENT OF NATIONWIDE MUTUAL FUNDS HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 22 nd DAY OF NOVEMBER, 2017.
Signature & Title |
Principal Executive Officer |
/s/ Michael S. Spangler* |
Michael S. Spangler, President, Chief Executive Officer and Principal Executive Officer |
Principal Accounting and Financial Officer |
/s/ Joseph Finelli* |
Joseph Finelli, Vice President, Treasurer and |
Principal Financial Officer |
Trustees |
/s/ Charles E. Allen* |
Charles E. Allen, Trustee |
/s/ Paula H.J. Cholmondeley* |
Paula H.J. Cholmondeley, Trustee |
/s/ Phyllis Kay Dryden* |
Phyllis Kay Dryden, Trustee |
/s/ Barbara I. Jacobs* |
Barbara I. Jacobs, Trustee |
/s/ Keith F. Karlawish* |
Keith F. Karlawish, Trustee |
/s/ Carol A. Kosel* |
Carol A. Kosel, Trustee |
/s/ Douglas F. Kridler* |
Douglas F. Kridler, Trustee |
/s/ Lydia M. Marshall* |
||
Lydia M. Marshall, Trustee | ||
/s/ David C. Wetmore* |
||
David C. Wetmore, Trustee and Chairman | ||
*BY: |
/s/ Allan J. Oster |
|
Allan J. Oster, Attorney-In-Fact |
EXHIBIT INDEX
Exhibit |
Exhibit No. |
|||||
Exhibit A to Investment Advisory Agreement |
EX-28.d.1.a | |||||
Subadvisory Agreement |
EX-28.d.4.o | |||||
Subadvisory Agreement |
EX-28.d.4.q | |||||
Subadvisory Agreement |
EX-28.d.4.s | |||||
Subadvisory Agreement |
EX-28.d.4.t | |||||
Subadvisory Agreement |
EX-28.d.4.u | |||||
Code of Ethics |
EX-28.p.19 | |||||
Code of Ethics |
EX-28.p.20 | |||||
Code of Ethics |
EX-28.p.21 |
EX-28.d.1.a
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
BETWEEN
NATIONWIDE FUND ADVISORS AND NATIONWIDE MUTUAL FUNDS
Effective May 1, 2007
Amended November 13, 2017*
Funds of the Trust |
Advisory Fees |
|
Nationwide Fund |
0.54% on assets up to $250 million; 0.53% on assets of $250 million and more but less than $1 billion; 0.52% on assets of $1 billion and more but less than $2 billion; 0.495% on assets of $2 billion and more but less than $5 billion; and 0.47% on assets of $5 billion and more |
|
Nationwide Growth Fund |
0.60% on assets up to $250 million; 0.575% on assets of $250 million and more but less than $1 billion; 0.55% on assets of $1 billion and more but less than $2 billion; 0.525% on assets of $2 billion and more but less than $5 billion; and 0.50% on assets of $5 billion and more |
|
Nationwide Bond Fund |
0.41% on assets up to $250 million; 0.385% on assets of $250 million and more but less than $1 billion; 0.36% on assets of $1 billion and more but less than $2 billion; 0.335% on assets of $2 billion and more but less than $5 billion; and 0.31% on assets of $5 billion and more |
|
Nationwide Government Bond Fund |
0.35% on assets up to $250 million; 0.325% on assets of $250 million and more but less than $1 billion; 0.30% on assets of $1 billion and more but less than $2 billion; 0.275% on assets of $2 billion and more but less than $5 billion; and 0.25% on assets of $5 billion and more |
1
2
3
4
* | As approved by the Board of Trustees at its meeting held on November 8, 2017. |
IN WITNESS WHEREOF, the parties have executed this Amended Exhibit A on the day and year first written above.
NATIONWIDE FUND ADVISORS | ||
By: |
/s/ Michael S. Spangler |
|
Name: | Michael S. Spangler | |
Title: | President | |
NATIONWIDE MUTUAL FUNDS | ||
By: |
/s/ Michael S. Spangler |
|
Name: | Michael S. Spangler | |
Title: | President |
5
EX-28.d.4.o
SUBADVISORY AGREEMENT
THIS AGREEMENT is made and entered into effective the 13th day of November, 2017, by and among NATIONWIDE MUTUAL FUNDS (the Trust), a Delaware statutory trust, NATIONWIDE FUND ADVISORS (the Adviser) a Delaware business trust registered under the Investment Advisers Act of 1940, as amended (the Advisers Act), and Wellington Management Company LLP, a limited liability partnership under the laws of the State of Delaware (the Subadviser), and also registered under the Advisers Act.
W I T N E S S E T H:
WHEREAS, the Trust is registered with the U.S. Securities and Exchange Commission (the SEC) as an open-end management investment company under the Investment Company Act of 1940, as amended (the 1940 Act);
WHEREAS, the Adviser has, pursuant to an Investment Advisory Agreement with the Trust dated of the 1 st day of May, 2007 (the Advisory Agreement), been retained to act as investment adviser for certain of the series of the Trust that are listed on Exhibit A to this Agreement (each, a Fund);
WHEREAS, the Adviser represents that it is willing and possesses legal authority to render such services subject to the terms and conditions set forth in this Agreement;
WHEREAS, the Trust and the Adviser each represent that the Advisory Agreement permits the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, subject to the requirements of the 1940 Act; and
WHEREAS, the Adviser desires to retain Subadviser to assist it in the provision of a continuous investment program for that portion of each Funds assets that the Adviser will assign to the Subadviser, and Subadviser is willing to render such services subject to the terms and conditions set forth in this Agreement,
NOW, THEREFORE, the parties do mutually agree and promise as follows with respect to each Fund:
1. Appointment as Subadviser . The Adviser hereby appoints the Subadviser to act as investment adviser for and to manage that portion or all of the assets of the Fund that the Adviser from time to time upon reasonable prior notice allocates to, and puts under the control of, the Subadviser (the Subadviser Assets) subject to the supervision of the Adviser and the Board of Trustees of the Trust and subject to the terms of this Agreement. The Subadviser hereby accepts such appointment and, in such capacity, agrees to be responsible for the investment management of the Subadviser Assets. It is recognized that the Subadviser and certain of its affiliates now act, and that from time to time hereafter may act, as investment adviser to one or more other investment companies and to fiduciary or other managed accounts and that the Adviser and the Trust cannot object to such activities.
October 2017 | 1 |
EX-28.d.4.o
2. Duties of Subadviser .
(a) Investments . The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Fund as set forth in the Funds prospectus and statement of additional information as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented or amended from time to time (collectively referred to hereinafter as the Prospectus) and subject to the directions of the Adviser and the Trusts Board of Trustees, to monitor on a continuous basis the performance of the Subadviser Assets and to conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets. The Subadviser shall discharge its duties under the Agreement with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent investment professional acting in a similar capacity and familiar with such matters would use. In providing the services hereunder, the Subadviser may act through persons who are employed by the Subadvisers affiliates (including affiliates outside the United States). In all such instances, the Subadviser will remain responsible for the performance of its obligations under the Agreement. The Adviser agrees to provide the Subadviser with such assistance as may be reasonably requested by the Subadviser in connection with the Subadvisers activities under this Agreement, including, without limitation, providing information concerning the Fund, its funds available or to become available for investment, and generally as to the conditions of the Funds or the Trusts affairs.
(b) Compliance with Applicable Laws and Governing Documents . In the performance of its services under this Agreement, the Subadviser shall act in conformity with the Prospectus and, to the extent the Adviser provides such documents to the Subadviser, the Trusts Agreement and Declaration of Trust and By-Laws as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented, amended and/or restated from time to time (referred to hereinafter as the Declaration of Trust and By-Laws, respectively) and with the instructions and directions received in writing from the Adviser or the Trustees of the Trust and will conform to, and comply with, the requirements of the 1940 Act, the the diversification requirements of Section 851(b)(2) of Subchapter M of Internal Revenue Code of 1986, as amended (the Code), and all other applicable federal and state laws and regulations. Without limiting the preceding sentence, the Adviser promptly shall notify the Subadviser as to any act or omission of the Subadviser hereunder that the Adviser reasonably deems to constitute or to be the basis of any noncompliance or nonconformance with any of the Trusts Declaration of Trust and By-Laws and the Prospectus, the instructions and directions received in writing from the Adviser or the Trustees of the Trust or the 1940 Act, the Code, and all other applicable federal and state laws and regulations. Notwithstanding the foregoing, the Adviser shall remain responsible for ensuring the Funds and the Trusts overall compliance with the 1940 Act, the Code and all other applicable federal and state laws and regulations and the Subadviser is only obligated to comply with this subsection (b) with respect to the
October 2017 | 2 |
EX-28.d.4.o
Subadviser Assets. The Adviser timely will provide the Subadviser with any materials or information which the Subadviser may reasonably request to enable it to perform its functions under this Agreement.
The Adviser shall perform quarterly and annual tax compliance tests to ensure that the Fund is in compliance with Subchapter M and, if applicable, Section 817(h) of the Code. In connection with such compliance tests, the Adviser shall inform the Subadviser at least ten (10) business days prior to a calendar quarter end if the Subadviser Assets are out of compliance with the diversification requirements under either Subchapter M or, if applicable, Section 817(h). If the Adviser notifies the Subadviser that the Subadviser Assets are not in compliance with such requirements noted above, the Subadviser will take prompt action to bring the Subadviser Assets back into compliance within the time permitted under the Code thereunder.
The Adviser will provide the Subadviser with reasonable advance notice of any change in the Funds investment objectives, policies and restrictions as stated in the Prospectus, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. In addition to such notice, the Adviser shall provide to the Subadviser a copy of a modified Prospectus reflecting such changes. The Adviser acknowledges and will ensure that the Prospectus will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to the Trust or the Fund, including, without limitation, the 1940 Act, and the rules and regulations thereunder, and that the Subadviser shall have no liability in connection therewith, except as to the accuracy of material information furnished in writing by the Subadviser to the Trust or to the Adviser specifically for inclusion in the Prospectus. The Subadviser hereby agrees to provide to the Adviser in a timely manner such information relating to the Subadviser and its relationship to, and actions for, the Trust as may be required to be contained in the Prospectus or in the Trusts Registration Statement on Form N-1A.
(c) Voting of Proxies . The Adviser hereby delegates to the Subadviser the Advisers discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets and authorizes the Subadviser to delegate further such discretionary authority to a designee. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Funds assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Funds security.
October 2017 | 3 |
EX-28.d.4.o
The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and establish a process for the timely distribution of the Subadvisers voting record with respect to the Funds securities and other information necessary for the Fund to complete information required by Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the Securities Act), Form N-PX under the 1940 Act, and Form N-CSR under the Sarbanes-Oxley Act of 2002, as amended, respectively.
(d) Agent . Subject to any other written instructions of the Adviser or the Trust, the Subadviser is hereby appointed the Advisers and the Trusts agent and attorney-in-fact for the limited purposes of executing account documentation, agreements, contracts and other documents as the Subadviser shall be requested by brokers, dealers, counterparties and other persons in connection with its management of the Subadviser Assets. The Subadviser agrees to provide the Adviser and the Trust with copies of any such agreements executed on behalf of the Adviser or the Trust.
(e) Brokerage . The Subadviser is authorized, subject to the supervision of the Adviser and the plenary authority of the Trusts Board of Trustees, to establish and maintain accounts on behalf of the Fund with, and place orders for the investment and reinvestment, including without limitation purchase and sale of the Subadviser Assets with or through, such persons, brokers (including, to the extent permitted by applicable law, any broker affiliated with the Subadviser) or dealers (collectively Brokers) as Subadviser may elect and negotiate commissions to be paid on such transactions. The Subadviser, however, is not required to obtain the consent of the Adviser or the Trusts Board of Trustees prior to establishing any such brokerage account. The Subadviser shall place all orders for the purchase and sale of portfolio investments for the Funds account with Brokers selected by the Subadviser in accordance with its Policies and Procedures on Order Execution, as may be amended from time to time, and which is available upon request. In the selection of such Brokers and the placing of such orders, the Subadviser shall seek to obtain for each Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services, as provided below. In using its reasonable efforts to obtain for the Fund the most favorable price and execution available, the Subadviser, bearing in mind the best interests of the Fund at all times, shall consider all factors it deems relevant, including price, the size of the transaction, the breadth and nature of the market for the security, the difficulty of the execution, the amount of the commission, if any, the timing of the transaction, market prices and trends, the reputation, experience and financial stability of the Broker involved, and the quality of service rendered by the Broker in other transactions. Notwithstanding the foregoing, neither the Trust, the Fund nor the Adviser shall instruct the Subadviser to place orders with any particular Broker(s) with respect to the Subadviser Assets. Subject to such policies as the Trustees may determine, or as may be mutually agreed to by the Adviser and the Subadviser, the Subadviser is authorized but not obligated to cause, and
October 2017 | 4 |
EX-28.d.4.o
shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused, the Fund to pay a Broker that provides brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to the Subadviser an amount of commission for effecting a Subadviser Assets investment transaction that is in excess of the amount of commission that another Broker would have charged for effecting that transaction if, but only if, the Subadviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such Broker viewed in terms of either that particular transaction or the overall responsibility of the Subadviser with respect to the accounts as to which it exercises investment discretion.
It is recognized that the services provided by such Brokers may be useful to the Subadviser in connection with the Subadvisers services to other clients. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interests of the Fund with respect to the Subadviser Assets as well as other clients of the Subadviser, the Subadviser, 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 most favorable price or lower brokerage commissions and efficient execution. Such aggregated orders (including associated expenses) will be allocated by the Subadviser as set forth in the Subadvisers Policy and Procedures Regarding Allocation of Trades, as may be amended from time to time, and is available upon request. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to such other clients. It is recognized that in some cases, this procedure may adversely affect the price paid or received by the Fund or the size of the position obtainable for, or disposed of by, the Fund with respect to the Subadviser Assets.
(f) Securities Transactions . The Subadviser and any affiliated person of Subadviser may only purchase securities or other instruments from or sell securities or other instruments to the Fund if such transaction is permissible under applicable laws and regulations, including, without limitation, the 1940 Act and the Advisers Act and the rules and regulations promulgated thereunder.
The Subadviser, on its own behalf and with respect to its Access Persons (as defined in subsection (e) of Rule 17j-1 under the 1940 Act), agrees to observe and comply with Rule 17j-1 and its Code of Ethics (which shall comply in all material respects with Rule 17j-1), as the same may be amended from time to time. On at least an annual basis, the Subadviser will comply with the reporting requirements of Rule 17j-1, which may include either (i) certifying to the Adviser that the Subadviser and its Access Persons have complied with the Subadvisers Code of Ethics with respect to the Subadviser Assets or (ii) identifying any material violations which have occurred with
October 2017 | 5 |
EX-28.d.4.o
respect to the Subadviser Assets. The Subadviser will have also submitted its Code of Ethics for its initial approval by the Board of Trustees no later than the date of execution of this agreement and subsequently within six months of any material change thereto.
(g) Books and Records . The Subadviser shall maintain separate detailed records as are required by applicable laws and regulations of all matters hereunder pertaining to the Subadviser Assets (the Funds Records), including, without limitation, brokerage and other records of all securities transactions. The Subadviser acknowledges that the Funds Records are property of the Trust; except to the extent that the Subadviser is required to maintain the Funds Records under the Advisers Act or other applicable law and except that the Subadviser, at its own expense, is entitled to make and keep a copy of the Funds Records for its internal files. The Funds Records shall be available to the Adviser or the Trust at any time upon reasonable request during normal business hours and shall be available for telecopying promptly to the Adviser during any day that the Fund is open for business as set forth in the Prospectus.
(h) Information Concerning Subadviser Assets and Subadviser . From time to time as the Adviser or the Trust reasonably may request in good faith, the Subadviser will furnish the requesting party reports on portfolio transactions and reports on the Subadviser Assets, all in such reasonable detail as the parties may reasonably agree in good faith. The Subadviser will also inform the Adviser in a timely manner of material changes in portfolio managers responsible for Subadviser Assets, any changes in the ownership or management of the Subadviser, or of material changes in the control of the Subadviser. Upon the Trusts or the Advisers reasonable request, the Subadviser will make available its officers and employees to meet with the Trusts Board of Trustees to review the Subadviser Assets via telephone on a quarterly basis and in person on a less frequent basis as agreed upon by the parties.
Subject to the other provisions of this Agreement, the Subadviser will also provide such information or perform such additional acts with respect to the Subadviser Assets as are reasonably required for the Trust or the Adviser to comply with their respective obligations under applicable laws and regulations, including without limitation, requirements of or pertaining to the Code, the 1940 Act, the Advisers Act, and the Securities Act, and any rule or regulation thereunder.
(i) Custody Arrangements . The Trust or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any changes in such custodian banks or custody arrangements. The Subadviser shall on each business day provide the Adviser and the Trusts custodian such information as the Adviser and the Trusts custodian may reasonably request in good faith relating to all transactions concerning the Subadviser Assets. The Trust shall instruct its custodian banks to (A) carry out all investment instructions as may be directed by the Subadviser with respect to the Subadviser Assets (which instructions
October 2017 | 6 |
EX-28.d.4.o
may be orally given if confirmed in writing); and (B) provide the Subadviser with all operational information necessary for the Subadviser to trade the Subadviser Assets on behalf of the Fund. The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions.
(j) Valuation Assistance . The Subadviser shall not be responsible for the provision of administrative, bookkeeping or accounting services to the Trust. The Adviser hereby acknowledges that the Subadviser is not responsible for pricing portfolio securities. Notwithstanding the foregoing, the Subadviser agrees that, upon request of the Adviser, it shall reasonably assist the Adviser in obtaining prices for portfolio securities and, to the extent it may lawfully do so, provide the Adviser with reasonable information, data or analyses in its possession. The Adviser and the Trust acknowledge that any such information, data or analyses may be proprietary to the Subadviser or otherwise consist of nonpublic information, agree that nothing in this Agreement shall require Subadviser to provide any information, data or analysis in contravention of applicable legal or contractual requirements, and agree to use any such information only for the purpose of pricing portfolio securities and to maintain their confidentiality.
(k) Legal Proceedings. The Subadviser shall not act for, represent, or purport to bind the Trust, the Fund, or the Adviser in any legal or administrative proceeding involving the Fund or any such proceedings involving any security or investment currently or formerly held by the Fund, including, without limitation class action lawsuits, regulatory or governmental victim funds, and bankruptcy proceedings (Legal Matters). The Subadviser does, however, agree that it will promptly notify the Adviser of any Legal Matters of significance of which the Subadviser becomes aware in the ordinary course of its fiduciary obligation and that Subadviser reasonably believes the Fund and the Adviser should consider pursuing. The Subadviser agrees to cooperate with the Adviser to provide reasonable assistance regarding any Legal Matters, including providing factual information in its possession regarding such Legal Matters as the Fund and/or the Adviser may reasonably request. To the extent that the Subadviser is required to take part in any Legal Matter, whether by producing documents, testifying as a witness or otherwise, the Subadviser shall be reimbursed for reasonable legal costs and expenses in connection with such participation.
3. Independent Contractor . In the performance of its services hereunder, the Subadviser is and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Fund, the Trust or the Adviser in any way or otherwise be deemed an agent of the Fund, the Trust or the Adviser.
October 2017 | 7 |
EX-28.d.4.o
4. Expenses . During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trusts, the Funds or Advisers expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the Subadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Funds custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Funds portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.
5. Compensation . For the services provided pursuant to this Agreement, the Subadviser is entitled to the fee listed for the Fund on Exhibit A hereto. Such fees will be computed daily and paid no later than the seventh (7 th ) business day following the end of each month, from the Adviser, calculated at an annual rate based on the Subadviser Assets average daily net assets.
The method of determining the net asset value of the Subadviser Assets for purposes hereof shall be the same as the method of determining net asset value for purposes of establishing the offering and redemption price of the shares of the Trust as described in the Funds Prospectus. If this Agreement shall be effective for only a portion of a month with respect to the Fund, the aforesaid fee shall be prorated for the portion of such month during which this Agreement is in effect for the Fund.
6. Representations and Warranties of Subadviser . The Subadviser represents and warrants to the Adviser and the Trust as follows:
October 2017 | 8 |
EX-28.d.4.o
(a) The Subadviser is registered as an investment adviser under the Advisers Act;
(b) The Subadviser is registered as a Commodity Trading Advisor under the Commodity Exchange Act, as amended (the CEA), with the Commodity Futures Trading Commission (the CFTC), or is not required to file such registration;
(c) The Subadviser is a limited liability partnership duly organized and properly registered and operating under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;
(d) The execution, delivery and performance by the Subadviser of this Agreement are within the Subadvisers powers and have been duly authorized by all necessary actions of its directors or shareholders, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Subadviser for execution, delivery and performance by the Subadviser of this Agreement, and the execution, delivery and performance by the Subadviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Subadvisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Subadviser; and
(e) The Form ADV of the Subadviser previously provided to the Adviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.
7. Representations and Warranties of Adviser . The Adviser represents and warrants to the Subadviser as follows:
(a) The Adviser is registered as an investment adviser under the Advisers Act;
(b) The Adviser has filed a notice of exemption pursuant to Rule 4.14 under the CEA with the CFTC and the National Futures Association or is not required to file such exemption;
(c) The Adviser is a business trust duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;
October 2017 | 9 |
EX-28.d.4.o
(d) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action on the part of its directors, shareholders or managing unitholder, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Advisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;
(e) The Form ADV of the Adviser previously provided to the Subadviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;
(f) The Adviser acknowledges that it received a copy of the Subadvisers Form ADV prior to the execution of this Agreement; and
(g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, including without limitation, the appointment of a subadviser with respect to assets of each of the Trusts mutual fund series, including without limitation the Advisers entering into and performing this Agreement.
8. Representations and Warranties of the Trust . The Trust represents and warrants to the Adviser and the Subadviser as follows:
(a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;
(b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Funds shares are registered under the Securities Act;
(c) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or
October 2017 | 10 |
EX-28.d.4.o
filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Trust of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trusts governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and
(d) The Trust acknowledges that it received a copy of the Subadvisers Form ADV prior to the execution of this Agreement.
9. Survival of Representations and Warranties; Duty to Update Information . All representations and warranties made by the Subadviser, the Adviser and the Trust pursuant to the recitals above and Sections 6, 7 and 8, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true or accurate in all material effects.
10. Liability and Indemnification .
(a) Liability . The Subadviser shall perform its duties and obligations under this Agreement in accordance with the standard of care as set forth in Section 2(a), but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (Affiliates) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (Controlling Persons), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Funds shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Advisers Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.
(b) Indemnification . The Subadviser shall indemnify the Adviser, the Trust and the Fund, and their respective Affiliates and Controlling Persons for any liability and expenses, including without limitation reasonable attorneys fees and expenses, which the Adviser, the Trust and/or the Fund and their respective Affiliates and Controlling
October 2017 | 11 |
EX-28.d.4.o
Persons may sustain as a result of the Subadvisers willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA. The Adviser shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys fees and expenses, which may be sustained as a result of the Advisers willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA.
The Trust shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys fees and expenses, which may be sustained as a result of the Trusts willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA.
(c) The Subadviser shall not be liable to the Adviser for (i) any acts of the Adviser or any other subadviser to the Fund with respect to the portion of the assets of the Fund not managed by Subadviser, or (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by the Adviser or any other subadviser to the Fund, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request. The Adviser agrees that Subadviser shall manage the Subadviser Assets as if they were a separate operating Fund as set forth in Section 2(b) of this Agreement. The Adviser shall indemnify the Subadviser, its Affiliates and Controlling Persons from any liability arising from the conduct of the Adviser and any other subadviser with respect to the portion of the Funds assets not allocated to the Subadviser.
11. Duration and Termination .
(a) Duration . Unless sooner terminated, this Agreement shall go into effect as to any Fund covered by this Agreement initially or at such later time as such Fund commences operations pursuant to an effective amendment to the Trusts Registration Statement and shall remain in effect for an initial period of no more than two years that terminates on the second May 1st that occurs following the date thereof, and, for any Fund subsequently added to this Agreement, an initial period of no more than two years that terminates on the second May 1 st that occurs following the effective date of this Agreement with respect to such Fund, and thereafter shall continue automatically for successive annual periods with respect to each such Fund, provided such continuance is specifically approved at least annually by the Trusts Board of Trustees or vote of the lesser of (a) 67% of the shares of the Fund represented at a meeting if holders of more than 50% of the outstanding shares of the Fund are present in person or by proxy or
October 2017 | 12 |
EX-28.d.4.o
(b) more than 50% of the outstanding shares of the Fund; provided that in either event its continuance also is approved by a majority of the Trusts Trustees who are not interested persons (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.
(b) Termination . Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time with respect to the Fund, without payment of any penalty:
(i) By vote of a majority of the Trusts Board of Trustees, or by vote of a majority of the outstanding voting securities of the Fund (as defined in the 1940 Act), or by the Adviser, in each case, upon not more than 60 days written notice to the Subadviser;
(ii) By any party hereto immediately upon written notice to the other parties in the event of a breach of any provision of this Agreement by either of the other parties; or
(iii) By the Subadviser upon not less than 120 days written notice to the Adviser and the Trust.
This Agreement shall not be assigned (as such term is defined in the 1940 Act) and shall terminate automatically in the event of its assignment or upon the termination of the Advisory Agreement.
12. Duties of the Adviser . The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review the Subadvisers performance of its duties under this Agreement. Nothing contained in this Agreement shall obligate the Adviser to provide any funding or other support for the purpose of directly or indirectly promoting investments in the Fund.
13. Reference to Adviser and Subadviser .
(a) Neither the Adviser nor any Affiliate or agent of the Adviser shall make reference to or use the name of Subadviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Subadviser to the Fund, which references shall not differ in substance from those included in the Prospectus and this Agreement, in any advertising or promotional materials without the prior approval of Subadviser, which approval shall not be unreasonably withheld or delayed. The Adviser hereby agrees to make all reasonable efforts to cause the Fund and any Affiliate thereof to satisfy the foregoing obligation.
(b) Neither the Subadviser nor any Affiliate or agent of it shall make reference to or use the name of the Adviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Adviser to the
October 2017 | 13 |
EX-28.d.4.o
Fund or to the Subadviser, which references shall not differ in substance from those included in the Prospectus and this Agreement, in any advertising or promotional materials without the prior approval of Adviser, which approval shall not be unreasonably withheld or delayed. The Subadviser hereby agrees to make all reasonable efforts to cause any Affiliate of the Subadviser to satisfy the foregoing obligation.
14. Amendment . This Agreement may be amended by mutual consent of the parties, provided that the terms of any material amendment shall be approved by: (a) the Trusts Board of Trustees or by a vote of a majority of the outstanding voting securities of the Fund (as required by the 1940 Act), and (b) the vote of a majority of those Trustees of the Trust who are not interested persons of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law.
15. Confidentiality . Subject to the duties of the Adviser, the Trust and the Subadviser to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential and shall not disclose any and all information pertaining to the Fund and the actions of the Subadviser, the Adviser and the Fund in respect thereof; except to the extent:
(a) Authorized . The Adviser or the Trust has authorized such disclosure;
(b) Court or Regulatory Authority . Disclosure of such information is expressly required or requested by a court or other tribunal of competent jurisdiction or applicable federal or state regulatory authorities;
(c) Publicly Known Without Breach . Such information becomes known to the general public without a breach of this Agreement or a similar confidential disclosure agreement regarding such information;
(d) Already Known . Such information already was known by the party prior to the date hereof;
(e) Received From Third Party . Such information was or is hereafter rightfully received by the party from a third party (expressly excluding the Funds custodian, prime broker and administrator) without restriction on its disclosure and without breach of this Agreement or of a similar confidential disclosure agreement regarding them; or
(f) Independently Developed . The party independently developed such information.
16. Notice . Any notice that is required to be given by the parties to each other under the terms of this Agreement shall be in writing, delivered, or mailed postpaid to the other parties, or transmitted by facsimile with acknowledgment of receipt, to the parties at the
October 2017 | 14 |
EX-28.d.4.o
following addresses or facsimile numbers, which may from time to time be changed by the parties by notice to the other party:
(a) If to the Subadviser:
Wellington Management Company LLP
280 Congress Street
Boston, MA 02210
Attn: Legal Services/Subadvisory Group
Facsimile: (617) 790-7760
(b) If to the Adviser:
Nationwide Fund Advisors
One Nationwide Plaza
Mail Code 5-02-210R
Columbus, OH 43215
Attention: Legal Department
(c) If to the Trust:
Nationwide Mutual Funds
One Nationwide Plaza
Mail Code 5-02-210R
Columbus, OH 43215
Attention: Legal Department
17. Jurisdiction . This Agreement shall be governed by and construed in accordance with substantive laws of the State of Delaware without reference to choice of law principles thereof and in accordance with the 1940 Act. In the case of any conflict, the 1940 Act shall control. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (i) subject to the jurisdiction of the state courts of the State of Delaware, and (ii) subject to service of process in the State of Delaware. Unless the parties consent in writing to the selection of an alternative forum, the exclusive jurisdiction for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement shall be the state and federal courts located in the State of Delaware (the Delaware Courts). Each party hereto hereby irrevocably and unconditionally (a) agrees not to commence any litigation relating thereto except in the Delaware Courts and (b) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court, by way of motion, as a defense, counterclaim or otherwise, that (i) such litigation brought therein has been brought in any inconvenient forum, (ii) it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
October 2017 | 15 |
EX-28.d.4.o
18. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, all of which shall together constitute one and the same instrument.
19. Certain Definitions . For the purposes of this Agreement and except as otherwise provided herein, interested person, affiliated person, and assignment shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the SEC.
20. Captions . The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.
21. Severability . If any provision of this Agreement shall be held or made invalid by a court decision or applicable law, the remainder of the Agreement shall not be affected adversely and shall remain in full force and effect.
22. Entire Agreement . This Agreement, together with all exhibits, attachments and appendices, contains the entire understanding and agreement of the parties with respect to the subject matter hereof
23. Nationwide Mutual Funds and its Trustees . The terms Nationwide Mutual Funds and the Trustees of Nationwide Mutual Funds refer respectively to the Trust created and the Trustees, as trustees but not individually or personally, acting from time to time under the Amended and Restated Agreement and Declaration of Trust made and dated as of October 28, 2004, as has been or may be amended and/or restated from time to time, and to which reference is hereby made.
24. No Third Party Beneficiaries . This Agreement is for the exclusive benefit and convenience of the Trust, the Adviser and the Subadviser and there are no third-party beneficiaries of this Agreement. Nothing contained herein shall be construed as granting, vesting, creating or conferring any direct, indirect, or derivative right of action, or any other right or benefit, upon past, present or future shareholders of any Fund or upon any other third party.
25. Multi-Manager Funds . In connection with securities transactions for the Fund, the Subadviser that is (or whose affiliated person is) entering into the transaction, and any other investment manager that is advising an affiliate of the Fund (or portion of the Fund) (collectively, the Managers for the purposes of this section) entering into the transaction are prohibited from consulting with each other concerning transactions for the Fund in securities or other assets and, if both Managers are responsible for providing investment advice to the Fund, the Managers responsibility in providing advice is expressly limited to a discrete portion of the Funds portfolio that it manages.
This prohibition does not apply to communications by the Adviser in connection with the Advisers (i) overall supervisory responsibility for the general management and
October 2017 | 16 |
EX-28.d.4.o
investment of the Funds assets; (ii) determination of the allocation of assets among the Manager(s), if any; and (iii) investment discretion with respect to the investment of Fund assets not otherwise assigned to a Manager.
PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING
COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above. TRUST | ||
NATIONWIDE MUTUAL FUNDS | ||
By: |
/s/ Michael S. Spangler |
|
Name: | Michael S. Spangler | |
Title: | President | |
ADVISER | ||
NATIONWIDE FUND ADVISORS | ||
By: |
/s/ Michael S. Spangler |
|
Name: | Michael S. Spangler | |
Title: | President | |
SUBADVISER | ||
WELLINGTON MANAGEMENT COMPANY LLP | ||
By: |
/s/ Desmond Havlicek |
|
Name: | Desmond Havlicek | |
Title: | Senior Managing Director |
October 2017 | 17 |
EXHIBIT A
SUBADVISORY AGREEMENT
AMONG
NATIONWIDE MUTUAL FUNDS,
NATIONWIDE FUND ADVISORS
AND WELLINGTON MANAGEMENT COMPANY LLP
Effective November 13, 2017*
Funds of the Trust |
Subadvisory Fees |
|
Nationwide Fund |
0.18% on Subadviser Assets up to $250 million; 0.16% on Subadviser Assets of $250 million and more but less than $1 billion; and 0.15% on Subadviser Assets of $1 billion and more |
* | As approved at the Board of Trustees Meeting held on November 8, 2017. |
[The remainder of this page is intentionally left blank.]
October 2017 | 18 |
IN WITNESS WHEREOF, the parties hereto have executed this Exhibit A on the effective date set forth above.
TRUST | ||
NATIONWIDE MUTUAL FUNDS | ||
By: |
/s/ Michael S. Spangler |
|
Name: | Michael S. Spangler | |
Title: | President | |
ADVISER | ||
NATIONWIDE FUND ADVISORS | ||
By: |
/s/ Michael S. Spangler |
|
Name: | Michael S. Spangler | |
Title: | President | |
SUBADVISER | ||
WELLINGTON MANAGEMENT COMPANY LLP | ||
By: |
/s/ Desmond Havlicek |
|
Name: | Desmond Havlicek | |
Title: | Senior Managing Director |
October 2017 | 19 |
EX-28.d.4.q
SUBADVISORY AGREEMENT
THIS AGREEMENT is made and entered into effective the 13th day of November, 2017, by and among NATIONWIDE MUTUAL FUNDS (the Trust), a Delaware statutory trust, NATIONWIDE FUND ADVISORS (the Adviser) a Delaware business trust registered under the Investment Advisers Act of 1940, as amended (the Advisers Act), and Loomis, Sayles & Company, L.P., a limited partnership organized under the laws of the State of Delaware (the Subadviser), and also registered under the Advisers Act.
W I T N E S S E T H:
WHEREAS, the Trust is registered with the U.S. Securities and Exchange Commission (the SEC) as an open-end management investment company under the Investment Company Act of 1940, as amended (the 1940 Act);
WHEREAS, the Adviser has, pursuant to an Investment Advisory Agreement with the Trust dated as of the 1 st day of May, 2007 (the Advisory Agreement), been retained to act as investment adviser for certain of the series of the Trust that are listed on Exhibit A to this Agreement (each, a Fund);
WHEREAS, the Adviser represents that it is willing and possesses legal authority to render such services subject to the terms and conditions set forth in this Agreement;
WHEREAS, the Trust and the Adviser each represent that the Advisory Agreement permits the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, subject to the requirements of the 1940 Act; and
WHEREAS, the Adviser desires to retain Subadviser to assist it in the provision of a continuous investment program for that portion of each Funds assets that the Adviser will assign to the Subadviser, and Subadviser is willing to render such services subject to the terms and conditions set forth in this Agreement,
NOW, THEREFORE, the parties do mutually agree and promise as follows with respect to each Fund:
1. Appointment as Subadviser . The Adviser hereby appoints the Subadviser to act as investment adviser for and to manage that portion or all of the assets of the Fund that the Adviser from time to time upon reasonable prior notice allocates to, and puts under the control of, the Subadviser (the Subadviser Assets) subject to the supervision of the Adviser and the Board of Trustees of the Trust and subject to the terms of this Agreement. The Subadviser hereby accepts such appointment and, in such capacity, agrees to be responsible for the investment management of the Subadviser Assets. It is recognized that the Subadviser and certain of its affiliates now act, and that from time to time hereafter may act, as investment adviser to one or more other investment companies and to fiduciary or other managed accounts and that the Adviser and the Trust cannot object to such activities.
October 2017 | 1 |
EX-28.d.4.q
2. Duties of Subadviser .
(a) Investments . The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Fund as set forth in the Funds prospectus and statement of additional information as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented or amended from time to time (collectively referred to hereinafter as the Prospectus) and subject to the directions of the Adviser and the Trusts Board of Trustees, to monitor on a continuous basis the performance of the Subadviser Assets and to conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets. The Adviser agrees to provide the Subadviser with such assistance as may be reasonably requested by the Subadviser in connection with the Subadvisers activities under this Agreement, including, without limitation, providing information concerning the Fund, its funds available or to become available for investment, and generally as to the conditions of the Funds or the Trusts affairs.
(b) Compliance with Applicable Laws and Governing Documents . In the performance of its services under this Agreement, the Subadviser shall act in conformity with the Prospectus and the Trusts Agreement and Declaration of Trust and By-Laws as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented, amended and/or restated from time to time (referred to hereinafter as the Declaration of Trust and By-Laws, respectively) and with the instructions and directions received in writing from the Adviser or the Trustees of the Trust and will conform to, and comply with, the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the Code), and all other applicable federal and state laws and regulations. Without limiting the preceding sentence, the Adviser promptly shall notify the Subadviser as to any act or omission of the Subadviser hereunder that the Adviser reasonably deems to constitute or to be the basis of any noncompliance or nonconformance with any of the Trusts Declaration of Trust and By-Laws and the Prospectus, the instructions and directions received in writing from the Adviser or the Trustees of the Trust or the 1940 Act, the Code, and all other applicable federal and state laws and regulations. Notwithstanding the foregoing, the Adviser shall remain responsible for ensuring the Funds and the Trusts overall compliance with the 1940 Act, the Code and all other applicable federal and state laws and regulations and the Subadviser is only obligated to comply with this subsection (b) with respect to the Subadviser Assets. The Adviser timely will provide the Subadviser with any materials or information which the Subadviser may reasonably request to enable it to perform its functions under this Agreement.
The Adviser shall perform quarterly and annual tax compliance tests to ensure that the Fund is in compliance with Subchapter M and, if applicable, Section 817(h) of the Code. In connection with such compliance tests, the Adviser shall inform the
October 2017 | 2 |
EX-28.d.4.q
Subadviser at least ten (10) business days prior to a calendar quarter end if the Subadviser Assets are out of compliance with the diversification requirements under either Subchapter M or, if applicable, Section 817(h). If the Adviser notifies the Subadviser that the Subadviser Assets are not in compliance with such requirements noted above, the Subadviser will take prompt action to bring the Subadviser Assets back into compliance within the time permitted under the Code thereunder.
The Adviser will provide the Subadviser with reasonable advance notice of any change in the Funds investment objectives, policies and restrictions as stated in the Prospectus, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. In addition to such notice, the Adviser shall provide to the Subadviser a copy of a modified Prospectus reflecting such changes. The Adviser acknowledges and will ensure that the Prospectus will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to the Trust or the Fund, including, without limitation, the 1940 Act, and the rules and regulations thereunder, and that the Subadviser shall have no liability in connection therewith, except as to the accuracy of material information furnished in writing by the Subadviser to the Trust or to the Adviser specifically for inclusion in the Prospectus. The Subadviser hereby agrees to provide to the Adviser in a timely manner such information relating to the Subadviser and its relationship to, and actions for, the Trust as may be required to be contained in the Prospectus or in the Trusts Registration Statement on Form N-1A.
(c) Voting of Proxies . The Adviser hereby delegates to the Subadviser the Advisers discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets and authorizes the Subadviser to delegate further such discretionary authority to a designee. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Funds assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Funds security.
The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and establish a process for the timely distribution of the Subadvisers voting record with respect to the Funds securities and other information necessary for the Fund to complete information required by Form N-1A under the 1940 Act and the
October 2017 | 3 |
EX-28.d.4.q
Securities Act of 1933, as amended (the Securities Act), Form N-PX under the 1940 Act, and Form N-CSR under the Sarbanes-Oxley Act of 2002, as amended, respectively.
(d) Agent . Subject to any other written instructions of the Adviser or the Trust, the Subadviser is hereby appointed the Advisers and the Trusts agent and attorney-in-fact for the limited purposes of executing account documentation, agreements, contracts and other documents as the Subadviser shall be requested by brokers, dealers, counterparties and other persons in connection with its management of the Subadviser Assets. The Subadviser agrees to provide the Adviser and the Trust with copies of any such agreements executed on behalf of the Adviser or the Trust.
(e) Brokerage . The Subadviser is authorized, subject to the supervision of the Adviser and the plenary authority of the Trusts Board of Trustees, to establish and maintain accounts on behalf of the Fund with, and place orders for the investment and reinvestment, including without limitation purchase and sale of the Subadviser Assets with or through, such persons, brokers (including, to the extent permitted by applicable law, any broker affiliated with the Subadviser) or dealers (collectively Brokers) as Subadviser may elect and negotiate commissions to be paid on such transactions. The Subadviser, however, is not required to obtain the consent of the Adviser or the Trusts Board of Trustees prior to establishing any such brokerage account. The Subadviser shall place all orders for the purchase and sale of portfolio investments for the Funds account with Brokers selected by the Subadviser. In the selection of such Brokers and the placing of such orders, the Subadviser shall seek to obtain for each Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services, as provided below. In using its reasonable efforts to obtain for the Fund the most favorable price and execution available, the Subadviser, bearing in mind the best interests of the Fund at all times, shall consider all factors it deems relevant, including price, the size of the transaction, the breadth and nature of the market for the security, the difficulty of the execution, the amount of the commission, if any, the timing of the transaction, market prices and trends, the reputation, experience and financial stability of the Broker involved, and the quality of service rendered by the Broker in other transactions. Notwithstanding the foregoing, neither the Trust, the Fund nor the Adviser shall instruct the Subadviser to place orders with any particular Broker(s) with respect to the Subadviser Assets. Subject to such policies as the Trustees may determine, or as may be mutually agreed to by the Adviser and the Subadviser, the Subadviser is authorized but not obligated to cause, and shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused, the Fund to pay a Broker that provides brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to the Subadviser an amount of commission for effecting a Subadviser Assets investment transaction that is in excess of the amount of commission that another Broker would have charged for effecting that transaction if, but only if, the Subadviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research
October 2017 | 4 |
EX-28.d.4.q
services provided by such Broker viewed in terms of either that particular transaction or the overall responsibility of the Subadviser with respect to the accounts as to which it exercises investment discretion.
It is recognized that the services provided by such Brokers may be useful to the Subadviser in connection with the Subadvisers services to other clients. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interests of the Fund with respect to the Subadviser Assets as well as other clients of the Subadviser, the Subadviser, 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 most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to such other clients. It is recognized that in some cases, this procedure may adversely affect the price paid or received by the Fund or the size of the position obtainable for, or disposed of by, the Fund with respect to the Subadviser Assets.
(f) Securities Transactions . The Subadviser and any affiliated person of the Subadviser will not purchase securities or other instruments from or sell securities or other instruments to the Fund; provided, however, the Subadviser or any affiliated person of the Subadviser may purchase securities or other instruments from or sell securities or other instruments to the Fund if such transaction is permissible under applicable laws and regulations, including, without limitation, the 1940 Act and the Advisers Act and the rules and regulations promulgated thereunder.
The Subadviser, on its own behalf and with respect to its Access Persons (as defined in subsection (e) of Rule 17j-1 under the 1940 Act), agrees to observe and comply with Rule 17j-1 and its Code of Ethics (which shall comply in all material respects with Rule 17j-1), as the same may be amended from time to time. On at least an annual basis, the Subadviser will comply with the reporting requirements of Rule 17j-1, which may include either (i) certifying to the Adviser that the Subadviser and its Access Persons have complied with the Subadvisers Code of Ethics with respect to the Subadviser Assets or (ii) identifying any material violations which have occurred with respect to the Subadviser Assets. The Subadviser will have also submitted its Code of Ethics for its initial approval by the Board of Trustees no later than the date of execution of this agreement and subsequently within six months of any material change thereto.
(g) Books and Records . The Subadviser shall maintain separate detailed records as are required by applicable laws and regulations of all matters hereunder pertaining to the Subadviser Assets (the Funds Records), including, without limitation, brokerage and other records of all securities transactions. The Subadviser acknowledges that the Funds Records are property of the Trust; except to the extent
October 2017 | 5 |
EX-28.d.4.q
that the Subadviser is required to maintain the Funds Records under the Advisers Act or other applicable law and except that the Subadviser, at its own expense, is entitled to make and keep a copy of the Funds Records for its internal files. The Funds Records shall be available to the Adviser or the Trust at any time upon reasonable request during normal business hours and shall be available for telecopying promptly to the Adviser during any day that the Fund is open for business as set forth in the Prospectus.
(h) Information Concerning Subadviser Assets and Subadviser . From time to time as the Adviser or the Trust reasonably may request in good faith, the Subadviser will furnish the requesting party reports on portfolio transactions and reports on the Subadviser Assets, all in such reasonable detail as the parties may reasonably agree in good faith. The Subadviser will also inform the Adviser in a timely manner of material changes in portfolio managers responsible for Subadviser Assets, any changes in the ownership or management of the Subadviser, or of material changes in the control of the Subadviser. Upon the Trusts or the Advisers reasonable request, the Subadviser will make available its officers and employees to meet with the Trusts Board of Trustees to review the Subadviser Assets via telephone on a quarterly basis and in person on a less frequent basis as agreed upon by the parties.
Subject to the other provisions of this Agreement, the Subadviser will also provide such information or perform such additional acts with respect to the Subadviser Assets as are reasonably required for the Trust or the Adviser to comply with their respective obligations under applicable laws and regulations, including without limitation, requirements of or pertaining to the Code, the 1940 Act, the Advisers Act, and the Securities Act, and any rule or regulation thereunder.
(i) Custody Arrangements . The Trust or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any changes in such custodian banks or custody arrangements. The Subadviser shall on each business day provide the Adviser and the Trusts custodian such information as the Adviser and the Trusts custodian may reasonably request in good faith relating to all transactions concerning the Subadviser Assets. The Trust shall instruct its custodian banks to (A) carry out all investment instructions as may be directed by the Subadviser with respect to the Subadviser Assets (which instructions may be orally given if confirmed in writing); and (B) provide the Subadviser with all operational information necessary for the Subadviser to trade the Subadviser Assets on behalf of the Fund. The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions.
October 2017 | 6 |
EX-28.d.4.q
(j) Valuation Assistance . The Subadviser shall not be responsible for the provision of administrative, bookkeeping or accounting services to the Trust. The Adviser hereby acknowledges that the Subadviser is not responsible for pricing portfolio securities. Notwithstanding the foregoing, the Subadviser agrees that, upon request of the Adviser, it shall reasonably assist the Adviser in obtaining prices for portfolio securities and, to the extent it may lawfully do so, provide the Adviser with reasonable information, data or analyses in its possession. The Adviser and the Trust acknowledge that any such information, data or analyses may be proprietary to the Subadviser or otherwise consist of nonpublic information, agree that nothing in this Agreement shall require Subadviser to provide any information, data or analysis in contravention of applicable legal or contractual requirements, and agree to use any such information only for the purpose of pricing portfolio securities and to maintain their confidentiality.
3. Independent Contractor . In the performance of its services hereunder, the Subadviser is and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Fund, the Trust or the Adviser in any way or otherwise be deemed an agent of the Fund, the Trust or the Adviser.
4. Expenses . During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trusts, the Funds or Advisers expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the Subadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Funds custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Funds portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the
October 2017 | 7 |
EX-28.d.4.q
Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.
5. Compensation . For the services provided pursuant to this Agreement, the Subadviser is entitled to the fee listed for the Fund on Exhibit A hereto. Such fees will be computed daily and paid no later than the seventh (7 th ) business day following the end of each month, from the Adviser, calculated at an annual rate based on the Subadviser Assets average daily net assets.
The method of determining the net asset value of the Subadviser Assets for purposes hereof shall be the same as the method of determining net asset value for purposes of establishing the offering and redemption price of the shares of the Trust as described in the Funds Prospectus. If this Agreement shall be effective for only a portion of a month with respect to the Fund, the aforesaid fee shall be prorated for the portion of such month during which this Agreement is in effect for the Fund.
6. Representations and Warranties of Subadviser . The Subadviser represents and warrants to the Adviser and the Trust as follows:
(a) The Subadviser is registered as an investment adviser under the Advisers Act;
(b) The Subadviser is registered as a Commodity Trading Advisor under the Commodity Exchange Act, as amended (the CEA), with the Commodity Futures Trading Commission (the CFTC), or is not required to file such registration;
(c) The Subadviser is a limited partnership duly organized and properly registered and operating under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;
(d) The execution, delivery and performance by the Subadviser of this Agreement are within the Subadvisers powers and have been duly authorized by all necessary actions of its directors or shareholders, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Subadviser for execution, delivery and performance by the Subadviser of this Agreement, and the execution, delivery and performance by the Subadviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Subadvisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Subadviser; and
(e) The Form ADV of the Subadviser previously provided to the Adviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser,
October 2017 | 8 |
EX-28.d.4.q
and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.
7. Representations and Warranties of Adviser . The Adviser represents and warrants to the Subadviser as follows:
(a) The Adviser is registered as an investment adviser under the Advisers Act;
(b) The Adviser has filed a notice of exemption pursuant to Rule 4.14 under the CEA with the CFTC and the National Futures Association or is not required to file such exemption;
(c) The Adviser is a business trust duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;
(d) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action on the part of its directors, shareholders or managing unitholder, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Advisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;
(e) The Form ADV of the Adviser previously provided to the Subadviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;
(f) The Adviser acknowledges that it received a copy of the Subadvisers Form ADV prior to the execution of this Agreement; and
(g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to delegate certain of its duties
October 2017 | 9 |
EX-28.d.4.q
under the Advisory Agreement to other investment advisers, including without limitation, the appointment of a subadviser with respect to assets of each of the Trusts mutual fund series, including without limitation the Advisers entering into and performing this Agreement.
8. Representations and Warranties of the Trust . The Trust represents and warrants to the Adviser and the Subadviser as follows:
(a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;
(b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Funds shares are registered under the Securities Act;
(c) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Trust of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trusts governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and
(d) The Trust acknowledges that it received a copy of the Subadvisers Form ADV prior to the execution of this Agreement.
9. Survival of Representations and Warranties; Duty to Update Information . All representations and warranties made by the Subadviser, the Adviser and the Trust pursuant to the recitals above and Sections 6, 7 and 8, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true or accurate in all material effects.
10. Liability and Indemnification .
(a) Liability . The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (Affiliates) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (Controlling
October 2017 | 10 |
EX-28.d.4.q
Persons), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Funds shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Advisers Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.
(b) Indemnification . The Subadviser shall indemnify the Adviser, the Trust and the Fund, and their respective Affiliates and Controlling Persons for any liability and expenses, including without limitation reasonable attorneys fees and expenses, which the Adviser, the Trust and/or the Fund and their respective Affiliates and Controlling Persons may sustain as a result of the Subadvisers willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA. The Adviser shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys fees and expenses, which may be sustained as a result of the Advisers willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA.
The Trust shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys fees and expenses, which may be sustained as a result of the Trusts willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA.
(c) The Subadviser shall not be liable to the Adviser for (i) any acts of the Adviser or any other subadviser to the Fund with respect to the portion of the assets of the Fund not managed by Subadviser, or (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by the Adviser or any other subadviser to the Fund, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request. The Adviser agrees that
October 2017 | 11 |
EX-28.d.4.q
Subadviser shall manage the Subadviser Assets as if they were a separate operating Fund as set forth in Section 2(b) of this Agreement. The Adviser shall indemnify the Subadviser, its Affiliates and Controlling Persons from any liability arising from the conduct of the Adviser and any other subadviser with respect to the portion of the Funds assets not allocated to the Subadviser.
11. Duration and Termination .
(a) Duration . Unless sooner terminated, this Agreement shall go into effect as to any Fund covered by this Agreement initially or at such later time as such Fund commences operations pursuant to an effective amendment to the Trusts Registration Statement and shall remain in effect for an initial period of no more than two years that terminates on the second May 1st that occurs following the date thereof, and, for any Fund subsequently added to this Agreement, an initial period of no more than two years that terminates on the second May 1 st that occurs following the effective date of this Agreement with respect to such Fund, and thereafter shall continue automatically for successive annual periods with respect to each such Fund, provided such continuance is specifically approved at least annually by the Trusts Board of Trustees or vote of the lesser of (a) 67% of the shares of the Fund represented at a meeting if holders of more than 50% of the outstanding shares of the Fund are present in person or by proxy or (b) more than 50% of the outstanding shares of the Fund; provided that in either event its continuance also is approved by a majority of the Trusts Trustees who are not interested persons (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.
(b) Termination . Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time with respect to the Fund, without payment of any penalty:
(i) By vote of a majority of the Trusts Board of Trustees, or by vote of a majority of the outstanding voting securities of the Fund (as defined in the 1940 Act), or by the Adviser, in each case, upon not more than 60 days written notice to the Subadviser;
(ii) By any party hereto immediately upon written notice to the other parties in the event of a breach of any provision of this Agreement by either of the other parties; or
(iii) By the Subadviser upon not less than 120 days written notice to the Adviser and the Trust.
This Agreement shall not be assigned (as such term is defined in the 1940 Act) and shall terminate automatically in the event of its assignment or upon the termination of the Advisory Agreement.
October 2017 | 12 |
EX-28.d.4.q
12. Duties of the Adviser . The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review the Subadvisers performance of its duties under this Agreement. Nothing contained in this Agreement shall obligate the Adviser to provide any funding or other support for the purpose of directly or indirectly promoting investments in the Fund.
13. Reference to Adviser and Subadviser .
(a) Neither the Adviser nor any Affiliate or agent of the Adviser shall make reference to or use the name of Subadviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Subadviser to the Fund, which references shall not differ in substance from those included in the Prospectus and this Agreement, in any advertising or promotional materials without the prior approval of Subadviser, which approval shall not be unreasonably withheld or delayed. The Adviser hereby agrees to make all reasonable efforts to cause the Fund and any Affiliate thereof to satisfy the foregoing obligation.
(b) Neither the Subadviser nor any Affiliate or agent of it shall make reference to or use the name of the Adviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Adviser to the Fund or to the Subadviser, which references shall not differ in substance from those included in the Prospectus and this Agreement, in any advertising or promotional materials without the prior approval of Adviser, which approval shall not be unreasonably withheld or delayed. The Subadviser hereby agrees to make all reasonable efforts to cause any Affiliate of the Subadviser to satisfy the foregoing obligation.
14. Amendment . This Agreement may be amended by mutual consent of the parties, provided that the terms of any material amendment shall be approved by: (a) the Trusts Board of Trustees or by a vote of a majority of the outstanding voting securities of the Fund (as required by the 1940 Act), and (b) the vote of a majority of those Trustees of the Trust who are not interested persons of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law.
15. Confidentiality . Subject to the duties of the Adviser, the Trust and the Subadviser to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential and shall not disclose any and all information pertaining to the Fund and the actions of the Subadviser, the Adviser and the Fund in respect thereof; except to the extent:
(a) Authorized . The Adviser or the Trust has authorized such disclosure;
(b) Court or Regulatory Authority . Disclosure of such information is expressly required or requested by a court or other tribunal of competent jurisdiction or applicable federal or state regulatory authorities;
October 2017 | 13 |
EX-28.d.4.q
(c) Publicly Known Without Breach . Such information becomes known to the general public without a breach of this Agreement or a similar confidential disclosure agreement regarding such information;
(d) Already Known . Such information already was known by the party prior to the date hereof;
(e) Received From Third Party . Such information was or is hereafter rightfully received by the party from a third party (expressly excluding the Funds custodian, prime broker and administrator) without restriction on its disclosure and without breach of this Agreement or of a similar confidential disclosure agreement regarding them; or
(f) Independently Developed . The party independently developed such information.
16. Notice . Any notice that is required to be given by the parties to each other under the terms of this Agreement shall be in writing, delivered, or mailed postpaid to the other parties, or transmitted by facsimile with acknowledgment of receipt, to the parties at the following addresses or facsimile numbers, which may from time to time be changed by the parties by notice to the other party:
(a) If to the Subadviser:
Notices of capital additions and withdrawals must be sent to pczekanski@loomissayles.com and cash@loomissayles.com.
Loomis, Sayles & Company, L.P.
One Financial Center
Boston, MA 02111
Attn: Lauren B. Pitalis, Vice President
T: 617-346-9894
F: 617-542-6389
With copies to:
Loomis, Sayles & Company, L.P.
One Financial Center
Boston, Massachusetts 02111
Attn: General Counsel
T: 800-343-2029
F: 617-482-0653
October 2017 | 14 |
EX-28.d.4.q
(b) If to the Adviser:
Nationwide Fund Advisors
One Nationwide Plaza
Mail Code 5-02-210R
Columbus, OH 43215
Attention: Legal Department
(c) If to the Trust:
Nationwide Mutual Funds
One Nationwide Plaza
Mail Code 5-02-210R
Columbus, OH 43215
Attention: Legal Department
17. Jurisdiction . This Agreement shall be governed by and construed in accordance with substantive laws of the State of Delaware without reference to choice of law principles thereof and in accordance with the 1940 Act. In the case of any conflict, the 1940 Act shall control. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (i) subject to the jurisdiction of the state courts of the State of Delaware, and (ii) subject to service of process in the State of Delaware. Unless the parties consent in writing to the selection of an alternative forum, the exclusive jurisdiction for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement shall be the state and federal courts located in the State of Delaware (the Delaware Courts). Each party hereto hereby irrevocably and unconditionally (a) agrees not to commence any litigation relating thereto except in the Delaware Courts and (b) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court, by way of motion, as a defense, counterclaim or otherwise, that (i) such litigation brought therein has been brought in any inconvenient forum, (ii) it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
18. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, all of which shall together constitute one and the same instrument.
19. Certain Definitions . For the purposes of this Agreement and except as otherwise provided herein, interested person, affiliated person, and assignment shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the SEC.
October 2017 | 15 |
EX-28.d.4.q
20. Captions . The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.
21. Severability . If any provision of this Agreement shall be held or made invalid by a court decision or applicable law, the remainder of the Agreement shall not be affected adversely and shall remain in full force and effect.
22. Entire Agreement . This Agreement, together with all exhibits, attachments and appendices, contains the entire understanding and agreement of the parties with respect to the subject matter hereof
23. Nationwide Mutual Funds and its Trustees . The terms Nationwide Mutual Funds and the Trustees of Nationwide Mutual Funds refer respectively to the Trust created and the Trustees, as trustees but not individually or personally, acting from time to time under the Amended and Restated Agreement and Declaration of Trust made and dated as of October 28, 2004, as has been or may be amended and/or restated from time to time, and to which reference is hereby made.
24. No Third Party Beneficiaries . This Agreement is for the exclusive benefit and convenience of the Trust, the Adviser and the Subadviser and there are no third-party beneficiaries of this Agreement. Nothing contained herein shall be construed as granting, vesting, creating or conferring any direct, indirect, or derivative right of action, or any other right or benefit, upon past, present or future shareholders of any Fund or upon any other third party.
25. Multi-Manager Funds . In connection with securities transactions for the Fund, the Subadviser that is (or whose affiliated person is) entering into the transaction, and any other investment manager that is advising an affiliate of the Fund (or portion of the Fund) (collectively, the Managers for the purposes of this section) entering into the transaction are prohibited from consulting with each other concerning transactions for the Fund in securities or other assets and, if both Managers are responsible for providing investment advice to the Fund, the Managers responsibility in providing advice is expressly limited to a discrete portion of the Funds portfolio that it manages.
This prohibition does not apply to communications by the Adviser in connection with the Advisers (i) overall supervisory responsibility for the general management and investment of the Funds assets; (ii) determination of the allocation of assets among the Manager(s), if any; and (iii) investment discretion with respect to the investment of Fund assets not otherwise assigned to a Manager.
26. Futures Contracts. In connection with the Subadvisers services hereunder related to the Funds use of futures contracts, the Adviser hereby expressly agrees and acknowledges that the risks of futures transactions have been separately disclosed to it and that the Fund will be treated by the Subadviser as an exempt account for purposes of its compliance with Rule 4.7 under the CEA (which provides an exemption from certain
October 2017 | 16 |
EX-28.d.4.q
recordkeeping and disclosure obligations under the CEA and the rules thereunder to entities registered as Commodity Trading Advisers with the CFTC). In addition, the Adviser hereby expressly acknowledges and agrees as follows:
PURSUANT TO AN EXEMPTION FROM THE CFTC IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, A BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE CFTC. THE CFTC DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF CFTC DISCLOSURE. CONSEQUENTLY, THE CFTC HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR ANY BROCHURE OR ACCOUNT DOCUMENT.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.
TRUST | ||
NATIONWIDE MUTUAL FUNDS | ||
By: |
/s/ Michael S. Spangler |
|
Name: | Michael S. Spangler | |
Title: | President | |
ADVISER | ||
NATIONWIDE FUND ADVISORS | ||
By: |
/s/ Michael S. Spangler |
|
Name: | Michael S. Spangler | |
Title: | President | |
SUBADVISER | ||
LOOMIS, SAYLES & COMPANY, L.P. | ||
By: |
/s/ Lauren B. Pitallis |
|
Name: | Lauren B. Pitalis | |
Title: | Vice President, Director of Client Intake |
October 2017 | 17 |
EXHIBIT A
SUBADVISORY AGREEMENT
AMONG
NATIONWIDE MUTUAL FUNDS,
NATIONWIDE FUND ADVISORS
AND LOOMIS, SAYLES & COMPANY, L.P.
Effective November 13, 2017*
Funds of the Trust |
Subadvisory Fees |
|
Nationwide Loomis Bond Fund |
0.15% on Subadviser Assets up to $250 million; 0.125% on Subadviser Assets of $250 million and more but less than $1 billion; and 0.10% on Subadviser Assets of $1 billion and more |
|
Nationwide Loomis Short Term Bond Fund |
0.10% on Subadviser Assets up to $500 million; and 0.09% on Subadviser Assets of $500 million and more |
* | As approved at the Board of Trustees Meeting held on November 8, 2017. |
[The remainder of this page is intentionally left blank.]
October 2017 | 18 |
IN WITNESS WHEREOF, the parties hereto have executed this Exhibit A on the effective date set forth above.
TRUST | ||
NATIONWIDE MUTUAL FUNDS | ||
By: |
/s/ Michael S. Spangler |
|
Name: | Michael S. Spangler | |
Title: | President | |
ADVISER | ||
NATIONWIDE FUND ADVISORS | ||
By: |
/s/ Michael S. Spangler |
|
Name: | Michael S. Spangler | |
Title: | President | |
SUBADVISER | ||
LOOMIS, SAYLES & COMPANY, L.P. | ||
By: |
/s/ Lauren B. Pitalis |
|
Name: | Lauren B. Pitalis | |
Title: | Vice President, Director of Client Intake |
October 2017 | 19 |
EX-28.d.4.s
SUBADVISORY AGREEMENT
THIS AGREEMENT is made and entered into effective the 13th day of November, 2017, by and among NATIONWIDE MUTUAL FUNDS (the Trust), a Delaware statutory trust, NATIONWIDE FUND ADVISORS (the Adviser) a Delaware business trust registered under the Investment Advisers Act of 1940, as amended (the Advisers Act), and Diamond Hill Capital Management, Inc. a corporation under the laws of the State of Ohio (the Subadviser), and also registered under the Advisers Act.
W I T N E S S E T H:
WHEREAS, the Trust is registered with the U.S. Securities and Exchange Commission (the SEC) as an open-end management investment company under the Investment Company Act of 1940, as amended (the 1940 Act);
WHEREAS, the Adviser has, pursuant to an Investment Advisory Agreement with the Trust dated as of the 1 st day of May, 2007 (the Advisory Agreement), been retained to act as investment adviser for certain of the series of the Trust that are listed on Exhibit A to this Agreement (each, a Fund);
WHEREAS, the Adviser represents that it is willing and possesses legal authority to render such services subject to the terms and conditions set forth in this Agreement;
WHEREAS, the Trust and the Adviser each represent that the Advisory Agreement permits the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, subject to the requirements of the 1940 Act; and
WHEREAS, the Adviser desires to retain Subadviser to assist it in the provision of a continuous investment program for that portion of each Funds assets that the Adviser will assign to the Subadviser, and Subadviser is willing to render such services subject to the terms and conditions set forth in this Agreement,
NOW, THEREFORE, the parties do mutually agree and promise as follows with respect to each Fund:
1. Appointment as Subadviser . The Adviser hereby appoints the Subadviser to act as investment adviser for and to manage that portion or all of the assets of the Fund that the Adviser from time to time upon reasonable prior notice allocates to, and puts under the control of, the Subadviser (the Subadviser Assets) subject to the supervision of the Adviser and the Board of Trustees of the Trust and subject to the terms of this Agreement. The Subadviser hereby accepts such appointment and, in such capacity, agrees to be responsible for the investment management of the Subadviser Assets. It is recognized that the Subadviser and certain of its affiliates now act, and that from time to time hereafter may act, as investment adviser to one or more other investment companies and to fiduciary or other managed accounts and that the Adviser and the Trust cannot object to such activities.
October 2017 | 1 |
EX-28.d.4.s
2. Duties of Subadviser .
(a) Investments . The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Fund as set forth in the Funds prospectus and statement of additional information as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented or amended from time to time (collectively referred to hereinafter as the Prospectus) and subject to the directions of the Adviser and the Trusts Board of Trustees, to monitor on a continuous basis the performance of the Subadviser Assets and to conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets. The Adviser agrees to provide the Subadviser with such assistance as may be reasonably requested by the Subadviser in connection with the Subadvisers activities under this Agreement, including, without limitation, providing information concerning the Fund, its funds available or to become available for investment, and generally as to the conditions of the Funds or the Trusts affairs.
(b) Compliance with Applicable Laws and Governing Documents . In the performance of its services under this Agreement, the Subadviser shall act in conformity with the Prospectus and the Trusts Agreement and Declaration of Trust and By-Laws as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented, amended and/or restated from time to time (referred to hereinafter as the Declaration of Trust and By-Laws, respectively) and with the instructions and directions received in writing from the Adviser or the Trustees of the Trust and will conform to, and comply with, the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the Code), and all other applicable federal and state laws and regulations. Without limiting the preceding sentence, the Adviser promptly shall notify the Subadviser as to any act or omission of the Subadviser hereunder that the Adviser reasonably deems to constitute or to be the basis of any noncompliance or nonconformance with any of the Trusts Declaration of Trust and By-Laws and the Prospectus, the instructions and directions received in writing from the Adviser or the Trustees of the Trust or the 1940 Act, the Code, and all other applicable federal and state laws and regulations. Notwithstanding the foregoing, the Adviser shall remain responsible for ensuring the Funds and the Trusts overall compliance with the 1940 Act, the Code and all other applicable federal and state laws and regulations and the Subadviser is only obligated to comply with this subsection (b) with respect to the Subadviser Assets. The Adviser timely will provide the Subadviser with any materials or information which the Subadviser may reasonably request to enable it to perform its functions under this Agreement.
The Adviser shall perform quarterly and annual tax compliance tests to ensure that the Fund is in compliance with Subchapter M and, if applicable, Section 817(h) of the Code. In connection with such compliance tests, the Adviser shall inform the
October 2017 | 2 |
EX-28.d.4.s
Subadviser at least ten (10) business days prior to a calendar quarter end if the Subadviser Assets are out of compliance with the diversification requirements under either Subchapter M or, if applicable, Section 817(h). If the Adviser notifies the Subadviser that the Subadviser Assets are not in compliance with such requirements noted above, the Subadviser will take prompt action to bring the Subadviser Assets back into compliance within the time permitted under the Code thereunder.
The Adviser will provide the Subadviser with reasonable advance notice of any change in the Funds investment objectives, policies and restrictions as stated in the Prospectus, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. In addition to such notice, the Adviser shall provide to the Subadviser a copy of a modified Prospectus reflecting such changes. The Adviser acknowledges and will ensure that the Prospectus will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to the Trust or the Fund, including, without limitation, the 1940 Act, and the rules and regulations thereunder, and that the Subadviser shall have no liability in connection therewith, except as to the accuracy of material information furnished in writing by the Subadviser to the Trust or to the Adviser specifically for inclusion in the Prospectus. The Subadviser hereby agrees to provide to the Adviser in a timely manner such information relating to the Subadviser and its relationship to, and actions for, the Trust as may be required to be contained in the Prospectus or in the Trusts Registration Statement on Form N-1A.
(c) Voting of Proxies . The Adviser hereby delegates to the Subadviser the Advisers discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets and authorizes the Subadviser to delegate further such discretionary authority to a designee. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Funds assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Funds security.
The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and establish a process for the timely distribution of the Subadvisers voting record with respect to the Funds securities and other information necessary for the Fund to complete information required by Form N-1A under the 1940 Act and the
October 2017 | 3 |
EX-28.d.4.s
Securities Act of 1933, as amended (the Securities Act), Form N-PX under the 1940 Act, and Form N-CSR under the Sarbanes-Oxley Act of 2002, as amended, respectively.
(d) Agent . Subject to any other written instructions of the Adviser or the Trust, the Subadviser is hereby appointed the Advisers and the Trusts agent and attorney-in-fact for the limited purposes of executing account documentation, agreements, contracts and other documents as the Subadviser shall be requested by brokers, dealers, counterparties and other persons in connection with its management of the Subadviser Assets. The Subadviser agrees to provide the Adviser and the Trust with copies of any such agreements executed on behalf of the Adviser or the Trust.
(e) Brokerage . The Subadviser is authorized, subject to the supervision of the Adviser and the plenary authority of the Trusts Board of Trustees, to establish and maintain accounts on behalf of the Fund with, and place orders for the investment and reinvestment, including without limitation purchase and sale of the Subadviser Assets with or through, such persons, brokers (including, to the extent permitted by applicable law, any broker affiliated with the Subadviser) or dealers (collectively Brokers) as Subadviser may elect and negotiate commissions to be paid on such transactions. The Subadviser, however, is not required to obtain the consent of the Adviser or the Trusts Board of Trustees prior to establishing any such brokerage account. The Subadviser shall place all orders for the purchase and sale of portfolio investments for the Funds account with Brokers selected by the Subadviser. In the selection of such Brokers and the placing of such orders, the Subadviser shall seek to obtain for each Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services, as provided below. In using its reasonable efforts to obtain for the Fund the most favorable price and execution available, the Subadviser, bearing in mind the best interests of the Fund at all times, shall consider all factors it deems relevant, including price, the size of the transaction, the breadth and nature of the market for the security, the difficulty of the execution, the amount of the commission, if any, the timing of the transaction, market prices and trends, the reputation, experience and financial stability of the Broker involved, and the quality of service rendered by the Broker in other transactions. Notwithstanding the foregoing, neither the Trust, the Fund nor the Adviser shall instruct the Subadviser to place orders with any particular Broker(s) with respect to the Subadviser Assets. Subject to such policies as the Trustees may determine, or as may be mutually agreed to by the Adviser and the Subadviser, the Subadviser is authorized but not obligated to cause, and shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused, the Fund to pay a Broker that provides brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to the Subadviser an amount of commission for effecting a Subadviser Assets investment transaction that is in excess of the amount of commission that another Broker would have charged for effecting that transaction if, but only if, the Subadviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research
October 2017 | 4 |
EX-28.d.4.s
services provided by such Broker viewed in terms of either that particular transaction or the overall responsibility of the Subadviser with respect to the accounts as to which it exercises investment discretion.
It is recognized that the services provided by such Brokers may be useful to the Subadviser in connection with the Subadvisers services to other clients. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interests of the Fund with respect to the Subadviser Assets as well as other clients of the Subadviser, the Subadviser, 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 most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to such other clients. It is recognized that in some cases, this procedure may adversely affect the price paid or received by the Fund or the size of the position obtainable for, or disposed of by, the Fund with respect to the Subadviser Assets.
(f) Securities Transactions . The Subadviser and any affiliated person of the Subadviser will not purchase securities or other instruments from or sell securities or other instruments to the Fund; provided, however, the Subadviser or any affiliated person of the Subadviser may purchase securities or other instruments from or sell securities or other instruments to the Fund if such transaction is permissible under applicable laws and regulations, including, without limitation, the 1940 Act and the Advisers Act and the rules and regulations promulgated thereunder.
The Subadviser, on its own behalf and with respect to its Access Persons (as defined in subsection (e) of Rule 17j-1 under the 1940 Act), agrees to observe and comply with Rule 17j-1 and its Code of Ethics (which shall comply in all material respects with Rule 17j-1), as the same may be amended from time to time. On at least an annual basis, the Subadviser will comply with the reporting requirements of Rule 17j-1, which may include either (i) certifying to the Adviser that the Subadviser and its Access Persons have complied with the Subadvisers Code of Ethics with respect to the Subadviser Assets or (ii) identifying any material violations which have occurred with respect to the Subadviser Assets. The Subadviser will have also submitted its Code of Ethics for its initial approval by the Board of Trustees no later than the date of execution of this agreement and subsequently within six months of any material change thereto.
(g) Books and Records . The Subadviser shall maintain separate detailed records as are required by applicable laws and regulations of all matters hereunder pertaining to the Subadviser Assets (the Funds Records), including, without limitation, brokerage and other records of all securities transactions. The Subadviser acknowledges that the Funds Records are property of the Trust; except to the extent
October 2017 | 5 |
EX-28.d.4.s
that the Subadviser is required to maintain the Funds Records under the Advisers Act or other applicable law and except that the Subadviser, at its own expense, is entitled to make and keep a copy of the Funds Records for its internal files. The Funds Records shall be available to the Adviser or the Trust at any time upon reasonable request during normal business hours and shall be available for telecopying promptly to the Adviser during any day that the Fund is open for business as set forth in the Prospectus.
(h) Information Concerning Subadviser Assets and Subadviser . From time to time as the Adviser or the Trust reasonably may request in good faith, the Subadviser will furnish the requesting party reports on portfolio transactions and reports on the Subadviser Assets, all in such reasonable detail as the parties may reasonably agree in good faith. The Subadviser will also inform the Adviser in a timely manner of material changes in portfolio managers responsible for Subadviser Assets, any changes in the ownership or management of the Subadviser, or of material changes in the control of the Subadviser. Upon the Trusts or the Advisers reasonable request, the Subadviser will make available its officers and employees to meet with the Trusts Board of Trustees to review the Subadviser Assets via telephone on a quarterly basis and in person on a less frequent basis as agreed upon by the parties.
Subject to the other provisions of this Agreement, the Subadviser will also provide such information or perform such additional acts with respect to the Subadviser Assets as are reasonably required for the Trust or the Adviser to comply with their respective obligations under applicable laws and regulations, including without limitation, requirements of or pertaining to the Code, the 1940 Act, the Advisers Act, and the Securities Act, and any rule or regulation thereunder.
(i) Custody Arrangements . The Trust or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any changes in such custodian banks or custody arrangements. The Subadviser shall on each business day provide the Adviser and the Trusts custodian such information as the Adviser and the Trusts custodian may reasonably request in good faith relating to all transactions concerning the Subadviser Assets. The Trust shall instruct its custodian banks to (A) carry out all investment instructions as may be directed by the Subadviser with respect to the Subadviser Assets (which instructions may be orally given if confirmed in writing); and (B) provide the Subadviser with all operational information necessary for the Subadviser to trade the Subadviser Assets on behalf of the Fund. The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions.
October 2017 | 6 |
EX-28.d.4.s
(j) Valuation Assistance . The Subadviser shall not be responsible for the provision of administrative, bookkeeping or accounting services to the Trust. The Adviser hereby acknowledges that the Subadviser is not responsible for pricing portfolio securities. Notwithstanding the foregoing, the Subadviser agrees that, upon request of the Adviser, it shall reasonably assist the Adviser in obtaining prices for portfolio securities and, to the extent it may lawfully do so, provide the Adviser with reasonable information, data or analyses in its possession. The Adviser and the Trust acknowledge that any such information, data or analyses may be proprietary to the Subadviser or otherwise consist of nonpublic information, agree that nothing in this Agreement shall require Subadviser to provide any information, data or analysis in contravention of applicable legal or contractual requirements, and agree to use any such information only for the purpose of pricing portfolio securities and to maintain their confidentiality.
3. Independent Contractor . In the performance of its services hereunder, the Subadviser is and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Fund, the Trust or the Adviser in any way or otherwise be deemed an agent of the Fund, the Trust or the Adviser.
4. Expenses . During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trusts, the Funds or Advisers expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the Subadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Funds custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Funds portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the
October 2017 | 7 |
EX-28.d.4.s
Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.
5. Compensation . For the services provided pursuant to this Agreement, the Subadviser is entitled to the fee listed for the Fund on Exhibit A hereto. Such fees will be computed daily and paid no later than the seventh (7 th ) business day following the end of each month, from the Adviser, calculated at an annual rate based on the Subadviser Assets average daily net assets.
The method of determining the net asset value of the Subadviser Assets for purposes hereof shall be the same as the method of determining net asset value for purposes of establishing the offering and redemption price of the shares of the Trust as described in the Funds Prospectus. If this Agreement shall be effective for only a portion of a month with respect to the Fund, the aforesaid fee shall be prorated for the portion of such month during which this Agreement is in effect for the Fund.
6. Representations and Warranties of Subadviser . The Subadviser represents and warrants to the Adviser and the Trust as follows:
(a) The Subadviser is registered as an investment adviser under the Advisers Act;
(b) The Subadviser is registered as a Commodity Trading Advisor under the Commodity Exchange Act, as amended (the CEA), with the Commodity Futures Trading Commission (the CFTC), or is not required to file such registration;
(c) The Subadviser is a corporation duly organized and properly registered and operating under the laws of the State of Ohio with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;
(d) The execution, delivery and performance by the Subadviser of this Agreement are within the Subadvisers powers and have been duly authorized by all necessary actions of its directors or shareholders, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Subadviser for execution, delivery and performance by the Subadviser of this Agreement, and the execution, delivery and performance by the Subadviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Subadvisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Subadviser; and
(e) The Form ADV of the Subadviser previously provided to the Adviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser,
October 2017 | 8 |
EX-28.d.4.s
and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.
7. Representations and Warranties of Adviser . The Adviser represents and warrants to the Subadviser as follows:
(a) The Adviser is registered as an investment adviser under the Advisers Act;
(b) The Adviser has filed a notice of exemption pursuant to Rule 4.14 under the CEA with the CFTC and the National Futures Association or is not required to file such exemption;
(c) The Adviser is a business trust duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;
(d) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action on the part of its directors, shareholders or managing unitholder, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Advisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;
(e) The Form ADV of the Adviser previously provided to the Subadviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;
(f) The Adviser acknowledges that it received a copy of the Subadvisers Form ADV prior to the execution of this Agreement; and
(g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to delegate certain of its duties
October 2017 | 9 |
EX-28.d.4.s
under the Advisory Agreement to other investment advisers, including without limitation, the appointment of a subadviser with respect to assets of each of the Trusts mutual fund series, including without limitation the Advisers entering into and performing this Agreement.
8. Representations and Warranties of the Trust . The Trust represents and warrants to the Adviser and the Subadviser as follows:
(a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;
(b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Funds shares are registered under the Securities Act;
(c) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Trust of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trusts governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and
(d) The Trust acknowledges that it received a copy of the Subadvisers Form ADV prior to the execution of this Agreement.
9. Survival of Representations and Warranties; Duty to Update Information . All representations and warranties made by the Subadviser, the Adviser and the Trust pursuant to the recitals above and Sections 6, 7 and 8, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true or accurate in all material effects.
10. Liability and Indemnification .
(a) Liability . The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (Affiliates) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (Controlling
October 2017 | 10 |
EX-28.d.4.s
Persons), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Funds shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Advisers Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.
(b) Indemnification . The Subadviser shall indemnify the Adviser, the Trust and the Fund, and their respective Affiliates and Controlling Persons for any liability and expenses, including without limitation reasonable attorneys fees and expenses, which the Adviser, the Trust and/or the Fund and their respective Affiliates and Controlling Persons may sustain as a result of the Subadvisers willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA. The Adviser shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys fees and expenses, which may be sustained as a result of the Advisers willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA.
The Trust shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys fees and expenses, which may be sustained as a result of the Trusts willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA.
(c) The Subadviser shall not be liable to the Adviser for (i) any acts of the Adviser or any other subadviser to the Fund with respect to the portion of the assets of the Fund not managed by Subadviser, or (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by the Adviser or any other subadviser to the Fund, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request. The Adviser agrees that
October 2017 | 11 |
EX-28.d.4.s
Subadviser shall manage the Subadviser Assets as if they were a separate operating Fund as set forth in Section 2(b) of this Agreement. The Adviser shall indemnify the Subadviser, its Affiliates and Controlling Persons from any liability arising from the conduct of the Adviser and any other subadviser with respect to the portion of the Funds assets not allocated to the Subadviser.
11. Duration and Termination .
(a) Duration . Unless sooner terminated, this Agreement shall go into effect as to any Fund covered by this Agreement initially or at such later time as such Fund commences operations pursuant to an effective amendment to the Trusts Registration Statement and shall remain in effect for an initial period of no more than two years that terminates on the second May 1st that occurs following the date thereof, and, for any Fund subsequently added to this Agreement, an initial period of no more than two years that terminates on the second May 1 st that occurs following the effective date of this Agreement with respect to such Fund, and thereafter shall continue automatically for successive annual periods with respect to each such Fund, provided such continuance is specifically approved at least annually by the Trusts Board of Trustees or vote of the lesser of (a) 67% of the shares of the Fund represented at a meeting if holders of more than 50% of the outstanding shares of the Fund are present in person or by proxy or (b) more than 50% of the outstanding shares of the Fund; provided that in either event its continuance also is approved by a majority of the Trusts Trustees who are not interested persons (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.
(b) Termination . Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time with respect to the Fund, without payment of any penalty:
(i) By vote of a majority of the Trusts Board of Trustees, or by vote of a majority of the outstanding voting securities of the Fund (as defined in the 1940 Act), or by the Adviser, in each case, upon not more than 60 days written notice to the Subadviser;
(ii) By any party hereto immediately upon written notice to the other parties in the event of a breach of any provision of this Agreement by either of the other parties; or
(iii) By the Subadviser upon not less than 120 days written notice to the Adviser and the Trust.
This Agreement shall not be assigned (as such term is defined in the 1940 Act) and shall terminate automatically in the event of its assignment or upon the termination of the Advisory Agreement.
October 2017 | 12 |
EX-28.d.4.s
12. Duties of the Adviser . The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review the Subadvisers performance of its duties under this Agreement. Nothing contained in this Agreement shall obligate the Adviser to provide any funding or other support for the purpose of directly or indirectly promoting investments in the Fund.
13. Reference to Adviser and Subadviser .
(a) Neither the Adviser nor any Affiliate or agent of the Adviser shall make reference to or use the name of Subadviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Subadviser to the Fund, which references shall not differ in substance from those included in the Prospectus and this Agreement, in any advertising or promotional materials without the prior approval of Subadviser, which approval shall not be unreasonably withheld or delayed. The Adviser hereby agrees to make all reasonable efforts to cause the Fund and any Affiliate thereof to satisfy the foregoing obligation.
(b) Neither the Subadviser nor any Affiliate or agent of it shall make reference to or use the name of the Adviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Adviser to the Fund or to the Subadviser, which references shall not differ in substance from those included in the Prospectus and this Agreement, in any advertising or promotional materials without the prior approval of Adviser, which approval shall not be unreasonably withheld or delayed. The Subadviser hereby agrees to make all reasonable efforts to cause any Affiliate of the Subadviser to satisfy the foregoing obligation.
14. Amendment . This Agreement may be amended by mutual consent of the parties, provided that the terms of any material amendment shall be approved by: (a) the Trusts Board of Trustees or by a vote of a majority of the outstanding voting securities of the Fund (as required by the 1940 Act), and (b) the vote of a majority of those Trustees of the Trust who are not interested persons of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law.
15. Confidentiality . Subject to the duties of the Adviser, the Trust and the Subadviser to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential and shall not disclose any and all information pertaining to the Fund and the actions of the Subadviser, the Adviser and the Fund in respect thereof; except to the extent:
(a) Authorized . The Adviser or the Trust has authorized such disclosure;
(b) Court or Regulatory Authority . Disclosure of such information is expressly required or requested by a court or other tribunal of competent jurisdiction or applicable federal or state regulatory authorities;
October 2017 | 13 |
EX-28.d.4.s
(c) Publicly Known Without Breach . Such information becomes known to the general public without a breach of this Agreement or a similar confidential disclosure agreement regarding such information;
(d) Already Known . Such information already was known by the party prior to the date hereof;
(e) Received From Third Party . Such information was or is hereafter rightfully received by the party from a third party (expressly excluding the Funds custodian, prime broker and administrator) without restriction on its disclosure and without breach of this Agreement or of a similar confidential disclosure agreement regarding them; or
(f) Independently Developed . The party independently developed such information.
16. Notice . Any notice that is required to be given by the parties to each other under the terms of this Agreement shall be in writing, delivered, or mailed postpaid to the other parties, or transmitted by facsimile with acknowledgment of receipt, to the parties at the following addresses or facsimile numbers, which may from time to time be changed by the parties by notice to the other party:
(a) If to the Subadviser:
Diamond Hill Capital Management, Inc.
325 John H. McConnell Blvd., Suite 200
Columbus, OH 43215
Attn: Relationship Management
(b) If to the Adviser:
Nationwide Fund Advisors
One Nationwide Plaza
Mail Code 5-02-210R
Columbus, OH 43215
Attention: Legal Department
(c) If to the Trust:
Nationwide Mutual Funds
One Nationwide Plaza
Mail Code 5-02-210R
Columbus, OH 43215
Attention: Legal Department
October 2017 | 14 |
EX-28.d.4.s
17. Jurisdiction . This Agreement shall be governed by and construed in accordance with substantive laws of the State of Delaware without reference to choice of law principles thereof and in accordance with the 1940 Act. In the case of any conflict, the 1940 Act shall control. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (i) subject to the jurisdiction of the state courts of the State of Delaware, and (ii) subject to service of process in the State of Delaware. Unless the parties consent in writing to the selection of an alternative forum, the exclusive jurisdiction for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement shall be the state and federal courts located in the State of Delaware (the Delaware Courts). Each party hereto hereby irrevocably and unconditionally (a) agrees not to commence any litigation relating thereto except in the Delaware Courts and (b) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court, by way of motion, as a defense, counterclaim or otherwise, that (i) such litigation brought therein has been brought in any inconvenient forum, (ii) it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
18. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, all of which shall together constitute one and the same instrument.
19. Certain Definitions . For the purposes of this Agreement and except as otherwise provided herein, interested person, affiliated person, and assignment shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the SEC.
20. Captions . The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.
21. Severability . If any provision of this Agreement shall be held or made invalid by a court decision or applicable law, the remainder of the Agreement shall not be affected adversely and shall remain in full force and effect.
22. Entire Agreement . This Agreement, together with all exhibits, attachments and appendices, contains the entire understanding and agreement of the parties with respect to the subject matter hereof
23. Nationwide Mutual Funds and its Trustees . The terms Nationwide Mutual Funds and the Trustees of Nationwide Mutual Funds refer respectively to the Trust created and the Trustees, as trustees but not individually or personally, acting from time to time under the Amended and Restated Agreement and Declaration of Trust made and dated as of October 28, 2004, as has been or may be amended and/or restated from time to time, and to which reference is hereby made.
October 2017 | 15 |
EX-28.d.4.s
24. No Third Party Beneficiaries . This Agreement is for the exclusive benefit and convenience of the Trust, the Adviser and the Subadviser and there are no third-party beneficiaries of this Agreement. Nothing contained herein shall be construed as granting, vesting, creating or conferring any direct, indirect, or derivative right of action, or any other right or benefit, upon past, present or future shareholders of any Fund or upon any other third party.
25. Multi-Manager Funds . In connection with securities transactions for the Fund, the Subadviser that is (or whose affiliated person is) entering into the transaction, and any other investment manager that is advising an affiliate of the Fund (or portion of the Fund) (collectively, the Managers for the purposes of this section) entering into the transaction are prohibited from consulting with each other concerning transactions for the Fund in securities or other assets and, if both Managers are responsible for providing investment advice to the Fund, the Managers responsibility in providing advice is expressly limited to a discrete portion of the Funds portfolio that it manages.
This prohibition does not apply to communications by the Adviser in connection with the Advisers (i) overall supervisory responsibility for the general management and investment of the Funds assets; (ii) determination of the allocation of assets among the Manager(s), if any; and (iii) investment discretion with respect to the investment of Fund assets not otherwise assigned to a Manager.
October 2017 | 16 |
EX-28.d.4.s
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.
TRUST | ||
NATIONWIDE MUTUAL FUNDS | ||
By: |
/s/ Michael S. Spangler |
|
Name: | Michael S. Spangler | |
Title: | President | |
ADVISER | ||
NATIONWIDE FUND ADVISORS | ||
By: |
/s/ Michael S. Spangler |
|
Name: | Michael S. Spangler | |
Title: | President | |
SUBADVISER | ||
DIAMOND HILL CAPITAL MANAGEMENT, INC. | ||
By: |
/s/ Lisa M. Wesolek |
|
Name: | Lisa M. Wesolek | |
Title: | Chief Operating Officer |
October 2017 | 17 |
EXHIBIT A
SUBADVISORY AGREEMENT
AMONG
NATIONWIDE MUTUAL FUNDS,
NATIONWIDE FUND ADVISORS
AND DIAMOND HILL CAPITAL MANAGEMENT, INC.
Effective November 13, 2017*
Funds of the Trust |
Subadvisory Fees |
|
Nationwide Large Cap Equity Fund |
0.425% on Subadviser Assets up to $50 million; 0.40% on Subadviser Assets of $50 million and more but less than $100 million; 0.375% on Subadviser Assets of $100 million and more but less than $200 million; and 0.35% on Subadviser Assets of $200 million and more |
* | As approved at the Board of Trustees Meeting held on November 8, 2017. |
[The remainder of this page is intentionally left blank.]
October 2017 | 18 |
IN WITNESS WHEREOF, the parties hereto have executed this Exhibit A on the effective date set forth above.
TRUST | ||
NATIONWIDE MUTUAL FUNDS | ||
By: |
/s/ Michael S. Spangler |
|
Name: | Michael S. Spangler | |
Title: | President | |
ADVISER | ||
NATIONWIDE FUND ADVISORS | ||
By: |
/s/ Michael S. Spangler |
|
Name: | Michael S. Spangler | |
Title: | President | |
SUBADVISER | ||
DIAMOND HILL CAPITAL MANAGEMENT, INC. | ||
By: |
/s/ Lisa M. Wesolek |
|
Name: | Lisa M. Wesolek | |
Title: | Chief Operating Officer |
October 2017 | 19 |
EX-28.d.4.t
SUBADVISORY AGREEMENT
THIS AGREEMENT is made and entered into effective the 13th day of November, 2017, by and among NATIONWIDE MUTUAL FUNDS (the Trust), a Delaware statutory trust, NATIONWIDE FUND ADVISORS (the Adviser) a Delaware business trust registered under the Investment Advisers Act of 1940, as amended (the Advisers Act), and WCM Investment Management, a corporation under the laws of the State of California (the Subadviser), and also registered under the Advisers Act.
W I T N E S S E T H:
WHEREAS, the Trust is registered with the U.S. Securities and Exchange Commission (the SEC) as an open-end management investment company under the Investment Company Act of 1940, as amended (the 1940 Act);
WHEREAS, the Adviser has, pursuant to an Investment Advisory Agreement with the Trust dated as of the 1 st day of May, 2007 (the Advisory Agreement), been retained to act as investment adviser for certain of the series of the Trust that are listed on Exhibit A to this Agreement (each, a Fund);
WHEREAS, the Adviser represents that it is willing and possesses legal authority to render such services subject to the terms and conditions set forth in this Agreement;
WHEREAS, the Trust and the Adviser each represent that the Advisory Agreement permits the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, subject to the requirements of the 1940 Act; and
WHEREAS, the Adviser desires to retain Subadviser to assist it in the provision of a continuous investment program for that portion of each Funds assets that the Adviser will assign to the Subadviser, and Subadviser is willing to render such services subject to the terms and conditions set forth in this Agreement,
NOW, THEREFORE, the parties do mutually agree and promise as follows with respect to each Fund:
1. Appointment as Subadviser . The Adviser hereby appoints the Subadviser to act as investment adviser for and to manage that portion or all of the assets of the Fund that the Adviser from time to time upon reasonable prior notice allocates to, and puts under the control of, the Subadviser (the Subadviser Assets) subject to the supervision of the Adviser and the Board of Trustees of the Trust and subject to the terms of this Agreement. The Subadviser hereby accepts such appointment and, in such capacity, agrees to be responsible for the investment management of the Subadviser Assets. It is recognized that the Subadviser and certain of its affiliates now act, and that from time to time hereafter may act, as investment adviser to one or more other investment companies and to fiduciary or other managed accounts and that the Adviser and the Trust cannot object to such activities.
October 2017 | 1 |
EX-28.d.4.t
2. Duties of Subadviser .
(a) Investments . The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Fund as set forth in the Funds prospectus and statement of additional information as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented or amended from time to time (collectively referred to hereinafter as the Prospectus) and subject to the directions of the Adviser and the Trusts Board of Trustees, to monitor on a continuous basis the performance of the Subadviser Assets and to conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets. The Adviser agrees to provide the Subadviser with such assistance as may be reasonably requested by the Subadviser in connection with the Subadvisers activities under this Agreement, including, without limitation, providing information concerning the Fund, its funds available or to become available for investment, and generally as to the conditions of the Funds or the Trusts affairs.
(b) Compliance with Applicable Laws and Governing Documents . In the performance of its services under this Agreement, the Subadviser shall act in conformity with the Prospectus and the Trusts Agreement and Declaration of Trust and By-Laws as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented, amended and/or restated from time to time (referred to hereinafter as the Declaration of Trust and By-Laws, respectively) and with the instructions and directions received in writing from the Adviser or the Trustees of the Trust and will conform to, and comply with, the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the Code), and all other applicable federal and state laws and regulations. Without limiting the preceding sentence, the Adviser promptly shall notify the Subadviser as to any act or omission of the Subadviser hereunder that the Adviser reasonably deems to constitute or to be the basis of any noncompliance or nonconformance with any of the Trusts Declaration of Trust and By-Laws and the Prospectus, the instructions and directions received in writing from the Adviser or the Trustees of the Trust or the 1940 Act, the Code, and all other applicable federal and state laws and regulations. Notwithstanding the foregoing, the Adviser shall remain responsible for ensuring the Funds and the Trusts overall compliance with the 1940 Act, the Code and all other applicable federal and state laws and regulations and the Subadviser is only obligated to comply with this subsection (b) with respect to the Subadviser Assets. The Adviser timely will provide the Subadviser with any materials or information which the Subadviser may reasonably request to enable it to perform its functions under this Agreement.
The Adviser shall perform quarterly and annual tax compliance tests to ensure that the Fund is in compliance with Subchapter M and, if applicable, Section 817(h) of the Code. In connection with such compliance tests, the Adviser shall inform the
October 2017 | 2 |
EX-28.d.4.t
Subadviser at least ten (10) business days prior to a calendar quarter end if the Subadviser Assets are out of compliance with the diversification requirements under either Subchapter M or, if applicable, Section 817(h). If the Adviser notifies the Subadviser that the Subadviser Assets are not in compliance with such requirements noted above, the Subadviser will take prompt action to bring the Subadviser Assets back into compliance within the time permitted under the Code thereunder.
The Adviser will provide the Subadviser with reasonable advance notice of any change in the Funds investment objectives, policies and restrictions as stated in the Prospectus, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. In addition to such notice, the Adviser shall provide to the Subadviser a copy of a modified Prospectus reflecting such changes. The Adviser acknowledges and will ensure that the Prospectus will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to the Trust or the Fund, including, without limitation, the 1940 Act, and the rules and regulations thereunder, and that the Subadviser shall have no liability in connection therewith, except as to the accuracy of material information furnished in writing by the Subadviser to the Trust or to the Adviser specifically for inclusion in the Prospectus. The Subadviser hereby agrees to provide to the Adviser in a timely manner such information relating to the Subadviser and its relationship to, and actions for, the Trust as may be required to be contained in the Prospectus or in the Trusts Registration Statement on Form N-1A.
(c) Voting of Proxies . The Adviser hereby delegates to the Subadviser the Advisers discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets and authorizes the Subadviser to delegate further such discretionary authority to a designee. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Funds assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Funds security.
The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and establish a process for the timely distribution of the Subadvisers voting record with respect to the Funds securities and other information necessary for the Fund to complete information required by Form N-1A under the 1940 Act and the
October 2017 | 3 |
EX-28.d.4.t
Securities Act of 1933, as amended (the Securities Act), Form N-PX under the 1940 Act, and Form N-CSR under the Sarbanes-Oxley Act of 2002, as amended, respectively.
(d) Agent . Subject to any other written instructions of the Adviser or the Trust, the Subadviser is hereby appointed the Advisers and the Trusts agent and attorney-in-fact for the limited purposes of executing account documentation, agreements, contracts and other documents as the Subadviser shall be requested by brokers, dealers, counterparties and other persons in connection with its management of the Subadviser Assets. The Subadviser agrees to provide the Adviser and the Trust with copies of any such agreements executed on behalf of the Adviser or the Trust.
(e) Brokerage . The Subadviser is authorized, subject to the supervision of the Adviser and the plenary authority of the Trusts Board of Trustees, to establish and maintain accounts on behalf of the Fund with, and place orders for the investment and reinvestment, including without limitation purchase and sale of the Subadviser Assets with or through, such persons, brokers (including, to the extent permitted by applicable law, any broker affiliated with the Subadviser) or dealers (collectively Brokers) as Subadviser may elect and negotiate commissions to be paid on such transactions. The Subadviser, however, is not required to obtain the consent of the Adviser or the Trusts Board of Trustees prior to establishing any such brokerage account. The Subadviser shall place all orders for the purchase and sale of portfolio investments for the Funds account with Brokers selected by the Subadviser. In the selection of such Brokers and the placing of such orders, the Subadviser shall seek to obtain for each Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services, as provided below. In using its reasonable efforts to obtain for the Fund the most favorable price and execution available, the Subadviser, bearing in mind the best interests of the Fund at all times, shall consider all factors it deems relevant, including price, the size of the transaction, the breadth and nature of the market for the security, the difficulty of the execution, the amount of the commission, if any, the timing of the transaction, market prices and trends, the reputation, experience and financial stability of the Broker involved, and the quality of service rendered by the Broker in other transactions. Notwithstanding the foregoing, neither the Trust, the Fund nor the Adviser shall instruct the Subadviser to place orders with any particular Broker(s) with respect to the Subadviser Assets. Subject to such policies as the Trustees may determine, or as may be mutually agreed to by the Adviser and the Subadviser, the Subadviser is authorized but not obligated to cause, and shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused, the Fund to pay a Broker that provides brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to the Subadviser an amount of commission for effecting a Subadviser Assets investment transaction that is in excess of the amount of commission that another Broker would have charged for effecting that transaction if, but only if, the Subadviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research
October 2017 | 4 |
EX-28.d.4.t
services provided by such Broker viewed in terms of either that particular transaction or the overall responsibility of the Subadviser with respect to the accounts as to which it exercises investment discretion.
It is recognized that the services provided by such Brokers may be useful to the Subadviser in connection with the Subadvisers services to other clients. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interests of the Fund with respect to the Subadviser Assets as well as other clients of the Subadviser, the Subadviser, 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 most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to such other clients. It is recognized that in some cases, this procedure may adversely affect the price paid or received by the Fund or the size of the position obtainable for, or disposed of by, the Fund with respect to the Subadviser Assets.
(f) Securities Transactions . The Subadviser and any affiliated person of the Subadviser will not purchase securities or other instruments from or sell securities or other instruments to the Fund; provided, however, the Subadviser or any affiliated person of the Subadviser may purchase securities or other instruments from or sell securities or other instruments to the Fund if such transaction is permissible under applicable laws and regulations, including, without limitation, the 1940 Act and the Advisers Act and the rules and regulations promulgated thereunder.
The Subadviser, on its own behalf and with respect to its Access Persons (as defined in subsection (e) of Rule 17j-1 under the 1940 Act), agrees to observe and comply with Rule 17j-1 and its Code of Ethics (which shall comply in all material respects with Rule 17j-1), as the same may be amended from time to time. On at least an annual basis, the Subadviser will comply with the reporting requirements of Rule 17j-1, which may include either (i) certifying to the Adviser that the Subadviser and its Access Persons have complied with the Subadvisers Code of Ethics with respect to the Subadviser Assets or (ii) identifying any material violations which have occurred with respect to the Subadviser Assets. The Subadviser will have also submitted its Code of Ethics for its initial approval by the Board of Trustees no later than the date of execution of this agreement and subsequently within six months of any material change thereto.
(g) Books and Records . The Subadviser shall maintain separate detailed records as are required by applicable laws and regulations of all matters hereunder pertaining to the Subadviser Assets (the Funds Records), including, without limitation, brokerage and other records of all securities transactions. The Subadviser acknowledges that the Funds Records are property of the Trust; except to the extent
October 2017 | 5 |
EX-28.d.4.t
that the Subadviser is required to maintain the Funds Records under the Advisers Act or other applicable law and except that the Subadviser, at its own expense, is entitled to make and keep a copy of the Funds Records for its internal files. The Funds Records shall be available to the Adviser or the Trust at any time upon reasonable request during normal business hours and shall be available for telecopying promptly to the Adviser during any day that the Fund is open for business as set forth in the Prospectus.
(h) Information Concerning Subadviser Assets and Subadviser . From time to time as the Adviser or the Trust reasonably may request in good faith, the Subadviser will furnish the requesting party reports on portfolio transactions and reports on the Subadviser Assets, all in such reasonable detail as the parties may reasonably agree in good faith. The Subadviser will also inform the Adviser in a timely manner of material changes in portfolio managers responsible for Subadviser Assets, any material changes in the ownership or management of the Subadviser, or of material changes in the control of the Subadviser. Upon the Trusts or the Advisers reasonable request, the Subadviser will make available its officers and employees to meet with the Trusts Board of Trustees to review the Subadviser Assets via telephone on a quarterly basis and in person on a less frequent basis as agreed upon by the parties.
Subject to the other provisions of this Agreement, the Subadviser will also provide such information or perform such additional acts with respect to the Subadviser Assets as are reasonably required for the Trust or the Adviser to comply with their respective obligations under applicable laws and regulations, including without limitation, requirements of or pertaining to the Code, the 1940 Act, the Advisers Act, and the Securities Act, and any rule or regulation thereunder.
(i) Custody Arrangements . The Trust or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any changes in such custodian banks or custody arrangements. The Subadviser shall on each business day provide the Adviser and the Trusts custodian such information as the Adviser and the Trusts custodian may reasonably request in good faith relating to all transactions concerning the Subadviser Assets. The Trust shall instruct its custodian banks to (A) carry out all investment instructions as may be directed by the Subadviser with respect to the Subadviser Assets (which instructions may be orally given if confirmed in writing); and (B) provide the Subadviser with all operational information necessary for the Subadviser to trade the Subadviser Assets on behalf of the Fund. The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions.
October 2017 | 6 |
EX-28.d.4.t
(j) Valuation Assistance . The Subadviser shall not be responsible for the provision of administrative, bookkeeping or accounting services to the Trust. The Adviser hereby acknowledges that the Subadviser is not responsible for pricing portfolio securities. Notwithstanding the foregoing, the Subadviser agrees that, upon request of the Adviser, it shall reasonably assist the Adviser in obtaining prices for portfolio securities and, to the extent it may lawfully do so, provide the Adviser with reasonable information, data or analyses in its possession. The Adviser and the Trust acknowledge that any such information, data or analyses may be proprietary to the Subadviser or otherwise consist of nonpublic information, agree that nothing in this Agreement shall require Subadviser to provide any information, data or analysis in contravention of applicable legal or contractual requirements, and agree to use any such information only for the purpose of pricing portfolio securities and to maintain their confidentiality.
3. Independent Contractor . In the performance of its services hereunder, the Subadviser is and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Fund, the Trust or the Adviser in any way or otherwise be deemed an agent of the Fund, the Trust or the Adviser.
4. Expenses . During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trusts, the Funds or Advisers expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the Subadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Funds custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Funds portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the
October 2017 | 7 |
EX-28.d.4.t
Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.
5. Compensation . For the services provided pursuant to this Agreement, the Subadviser is entitled to the fee listed for the Fund on Exhibit A hereto. Such fees will be computed daily and paid no later than the seventh (7 th ) business day following the end of each month, from the Adviser, calculated at an annual rate based on the Subadviser Assets average daily net assets.
The method of determining the net asset value of the Subadviser Assets for purposes hereof shall be the same as the method of determining net asset value for purposes of establishing the offering and redemption price of the shares of the Trust as described in the Funds Prospectus. If this Agreement shall be effective for only a portion of a month with respect to the Fund, the aforesaid fee shall be prorated for the portion of such month during which this Agreement is in effect for the Fund.
6. Representations and Warranties of Subadviser . The Subadviser represents and warrants to the Adviser and the Trust as follows:
(a) The Subadviser is registered as an investment adviser under the Advisers Act;
(b) The Subadviser is registered as a Commodity Trading Advisor under the Commodity Exchange Act, as amended (the CEA), with the Commodity Futures Trading Commission (the CFTC), or is not required to file such registration;
(c) The Subadviser is a corporation duly organized and properly registered and operating under the laws of the State of California with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;
(d) The execution, delivery and performance by the Subadviser of this Agreement are within the Subadvisers powers and have been duly authorized by all necessary actions of its directors or shareholders, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Subadviser for execution, delivery and performance by the Subadviser of this Agreement, and the execution, delivery and performance by the Subadviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Subadvisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Subadviser; and
(e) The Form ADV of the Subadviser previously provided to the Adviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser,
October 2017 | 8 |
EX-28.d.4.t
and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.
7. Representations and Warranties of Adviser . The Adviser represents and warrants to the Subadviser as follows:
(a) The Adviser is registered as an investment adviser under the Advisers Act;
(b) The Adviser has filed a notice of exemption pursuant to Rule 4.14 under the CEA with the CFTC and the National Futures Association or is not required to file such exemption;
(c) The Adviser is a business trust duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;
(d) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action on the part of its directors, shareholders or managing unitholder, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Advisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;
(e) The Form ADV of the Adviser previously provided to the Subadviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;
(f) The Adviser acknowledges that it received a copy of the Subadvisers Form ADV prior to the execution of this Agreement; and
(g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to delegate certain of its duties
October 2017 | 9 |
EX-28.d.4.t
under the Advisory Agreement to other investment advisers, including without limitation, the appointment of a subadviser with respect to assets of each of the Trusts mutual fund series, including without limitation the Advisers entering into and performing this Agreement.
8. Representations and Warranties of the Trust . The Trust represents and warrants to the Adviser and the Subadviser as follows:
(a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;
(b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Funds shares are registered under the Securities Act;
(c) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Trust of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trusts governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and
(d) The Trust acknowledges that it received a copy of the Subadvisers Form ADV prior to the execution of this Agreement.
9. Survival of Representations and Warranties; Duty to Update Information . All representations and warranties made by the Subadviser, the Adviser and the Trust pursuant to the recitals above and Sections 6, 7 and 8, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true or accurate in all material effects.
10. Liability and Indemnification .
(a) Liability . The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (Affiliates) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (Controlling
October 2017 | 10 |
EX-28.d.4.t
Persons), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Funds shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Advisers Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.
(b) Indemnification . The Subadviser shall indemnify the Adviser, the Trust and the Fund, and their respective Affiliates and Controlling Persons for any liability and expenses, including without limitation reasonable attorneys fees and expenses, which the Adviser, the Trust and/or the Fund and their respective Affiliates and Controlling Persons may sustain as a result of the Subadvisers willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA. The Adviser shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys fees and expenses, which may be sustained as a result of the Advisers willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA.
The Trust shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys fees and expenses, which may be sustained as a result of the Trusts willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA.
(c) The Subadviser shall not be liable to the Adviser for (i) any acts of the Adviser or any other subadviser to the Fund with respect to the portion of the assets of the Fund not managed by Subadviser, or (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to, instructions or directions to Subadvisor under Section 2(b) or a failure of the Adviser to provide accurate and current information with respect to any records maintained by the Adviser or any other subadviser to the Fund, which records are not also maintained by or otherwise available
October 2017 | 11 |
EX-28.d.4.t
to the Subadviser upon reasonable request. The Adviser agrees that Subadviser shall manage the Subadviser Assets as if they were a separate operating Fund as set forth in Section 2(b) of this Agreement. The Adviser shall indemnify the Subadviser, its Affiliates and Controlling Persons from any liability arising from the conduct of the Adviser and any other subadviser with respect to the portion of the Funds assets not allocated to the Subadviser. In addition, notwithstanding any provision of Section 10(a) to the contrary, the Adviser shall indemnify the Subadviser, its Affiliates and Controlling Persons from any liability and expenses, including without limitation reasonable attorneys fees and expenses, arising from the Subadviser acting upon instructions and/or directions received in writing from the Adviser or the Trustees of the Trust.
11. Duration and Termination .
(a) Duration . Unless sooner terminated, this Agreement shall go into effect as to any Fund covered by this Agreement initially or at such later time as such Fund commences operations pursuant to an effective amendment to the Trusts Registration Statement and shall remain in effect for an initial period of no more than two years that terminates on the second May 1st that occurs following the date thereof, and, for any Fund subsequently added to this Agreement, an initial period of no more than two years that terminates on the second May 1 st that occurs following the effective date of this Agreement with respect to such Fund, and thereafter shall continue automatically for successive annual periods with respect to each such Fund, provided such continuance is specifically approved at least annually by the Trusts Board of Trustees or vote of the lesser of (a) 67% of the shares of the Fund represented at a meeting if holders of more than 50% of the outstanding shares of the Fund are present in person or by proxy or (b) more than 50% of the outstanding shares of the Fund; provided that in either event its continuance also is approved by a majority of the Trusts Trustees who are not interested persons (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.
(b) Termination . Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time with respect to the Fund, without payment of any penalty:
(i) By vote of a majority of the Trusts Board of Trustees, or by vote of a majority of the outstanding voting securities of the Fund (as defined in the 1940 Act), or by the Adviser, in each case, upon not more than 60 days written notice to the Subadviser;
(ii) By any party hereto immediately upon written notice to the other parties in the event of a breach of any provision of this Agreement by either of the other parties; or
(iii) By the Subadviser upon not less than 120 days written notice to the Adviser and the Trust.
October 2017 | 12 |
EX-28.d.4.t
This Agreement shall not be assigned (as such term is defined in the 1940 Act) and shall terminate automatically in the event of its assignment or upon the termination of the Advisory Agreement.
12. Duties of the Adviser . The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review the Subadvisers performance of its duties under this Agreement. Nothing contained in this Agreement shall obligate the Adviser to provide any funding or other support for the purpose of directly or indirectly promoting investments in the Fund.
13. Reference to Adviser and Subadviser .
(a) Neither the Adviser nor any Affiliate or agent of the Adviser shall make reference to or use the name of Subadviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Subadviser to the Fund, which references shall not differ in substance from those included in the Prospectus and this Agreement, in any advertising or promotional materials without the prior approval of Subadviser, which approval shall not be unreasonably withheld or delayed. The Adviser hereby agrees to make all reasonable efforts to cause the Fund and any Affiliate thereof to satisfy the foregoing obligation. Upon termination of this Agreement for any reason, Adviser and the Trust shall promptly rename each Fund (if necessary) to remove any references to WCM from the names of the Funds.
(b) Neither the Subadviser nor any Affiliate or agent of it shall make reference to or use the name of the Adviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Adviser to the Fund or to the Subadviser, which references shall not differ in substance from those included in the Prospectus and this Agreement, in any advertising or promotional materials without the prior approval of Adviser, which approval shall not be unreasonably withheld or delayed. The Subadviser hereby agrees to make all reasonable efforts to cause any Affiliate of the Subadviser to satisfy the foregoing obligation.
14. Amendment . This Agreement may be amended by mutual consent of the parties, provided that the terms of any material amendment shall be approved by: (a) the Trusts Board of Trustees or by a vote of a majority of the outstanding voting securities of the Fund (as required by the 1940 Act), and (b) the vote of a majority of those Trustees of the Trust who are not interested persons of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law.
15. Confidentiality . Subject to the duties of the Adviser, the Trust and the Subadviser to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential and shall not disclose any and all information pertaining to the Fund and the actions of the Subadviser, the Adviser and the Fund in respect thereof; except to the extent:
October 2017 | 13 |
EX-28.d.4.t
(a) Authorized . The Adviser or the Trust, on one hand, and Subadvisor, on the other hand, have authorized such disclosure;
(b) Court or Regulatory Authority . Disclosure of such information is expressly required or requested by a court or other tribunal of competent jurisdiction or applicable federal or state regulatory authorities;
(c) Publicly Known Without Breach . Such information becomes known to the general public without a breach of this Agreement or a similar confidential disclosure agreement regarding such information;
(d) Already Known . Such information already was known by the party prior to the date hereof;
(e) Received From Third Party . Such information was or is hereafter rightfully received by the party from a third party (expressly excluding the Funds custodian, prime broker and administrator) without restriction on its disclosure and without breach of this Agreement or of a similar confidential disclosure agreement regarding them; or
(f) Independently Developed . The party independently developed such information.
16. Notice . Any notice that is required to be given by the parties to each other under the terms of this Agreement shall be in writing, delivered, or mailed postpaid to the other parties, or transmitted by facsimile with acknowledgment of receipt, to the parties at the following addresses or facsimile numbers, which may from time to time be changed by the parties by notice to the other party:
(a) If to the Subadviser:
WCM Investment Management
Attn: Don Kuo
281 Brooks Street
Laguna Beach, CA 92651
(b) If to the Adviser:
Nationwide Fund Advisors
One Nationwide Plaza
Mail Code 5-02-210R
Columbus, OH 43215
Attention: Legal Department
(c) If to the Trust:
October 2017 | 14 |
EX-28.d.4.t
Nationwide Mutual Funds
One Nationwide Plaza
Mail Code 5-02-210R
Columbus, OH 43215
Attention: Legal Department
17. Jurisdiction . This Agreement shall be governed by and construed in accordance with substantive laws of the State of Delaware without reference to choice of law principles thereof and in accordance with the 1940 Act. In the case of any conflict, the 1940 Act shall control. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (i) subject to the jurisdiction of the state courts of the State of Delaware, and (ii) subject to service of process in the State of Delaware. Unless the parties consent in writing to the selection of an alternative forum, the exclusive jurisdiction for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement shall be the state and federal courts located in the State of Delaware (the Delaware Courts). Each party hereto hereby irrevocably and unconditionally (a) agrees not to commence any litigation relating thereto except in the Delaware Courts and (b) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court, by way of motion, as a defense, counterclaim or otherwise, that (i) such litigation brought therein has been brought in any inconvenient forum, (ii) it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
18. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, all of which shall together constitute one and the same instrument.
19. Certain Definitions . For the purposes of this Agreement and except as otherwise provided herein, interested person, affiliated person, and assignment shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the SEC.
20. Captions . The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.
21. Severability . If any provision of this Agreement shall be held or made invalid by a court decision or applicable law, the remainder of the Agreement shall not be affected adversely and shall remain in full force and effect.
22. Entire Agreement . This Agreement, together with all exhibits, attachments and appendices, contains the entire understanding and agreement of the parties with respect to the subject matter hereof
October 2017 | 15 |
EX-28.d.4.t
23. Nationwide Mutual Funds and its Trustees . The terms Nationwide Mutual Funds and the Trustees of Nationwide Mutual Funds refer respectively to the Trust created and the Trustees, as trustees but not individually or personally, acting from time to time under the Amended and Restated Agreement and Declaration of Trust made and dated as of October 28, 2004, as has been or may be amended and/or restated from time to time, and to which reference is hereby made.
24. No Third Party Beneficiaries . This Agreement is for the exclusive benefit and convenience of the Trust, the Adviser and the Subadviser and there are no third-party beneficiaries of this Agreement. Nothing contained herein shall be construed as granting, vesting, creating or conferring any direct, indirect, or derivative right of action, or any other right or benefit, upon past, present or future shareholders of any Fund or upon any other third party.
25. Multi-Manager Funds . In connection with securities transactions for the Fund, the Subadviser that is (or whose affiliated person is) entering into the transaction, and any other investment manager that is advising an affiliate of the Fund (or portion of the Fund) (collectively, the Managers for the purposes of this section) entering into the transaction are prohibited from consulting with each other concerning transactions for the Fund in securities or other assets and, if both Managers are responsible for providing investment advice to the Fund, the Managers responsibility in providing advice is expressly limited to a discrete portion of the Funds portfolio that it manages.
This prohibition does not apply to communications by the Adviser in connection with the Advisers (i) overall supervisory responsibility for the general management and investment of the Funds assets; (ii) determination of the allocation of assets among the Manager(s), if any; and (iii) investment discretion with respect to the investment of Fund assets not otherwise assigned to a Manager.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.
TRUST | ||
NATIONWIDE MUTUAL FUNDS | ||
By: |
/s/ Michael S. Spangler |
|
Name: | Michael S. Spangler | |
Title: | President | |
ADVISER | ||
NATIONWIDE FUND ADVISORS |
October 2017 | 16 |
EX-28.d.4.t
By: |
/s/ Michael S. Spangler |
|
Name: | Michael S. Spangler | |
Title: | President | |
SUBADVISER | ||
WCM INVESTMENT MANAGEMENT | ||
By: |
/s/ David A. Brewer |
|
Name: | David A. Brewer | |
Title: | SR. V.P., CCO |
October 2017 | 17 |
EXHIBIT A
SUBADVISORY AGREEMENT
AMONG
NATIONWIDE MUTUAL FUNDS,
NATIONWIDE FUND ADVISORS
AND WCM INVESTMENT MANAGEMENT
Effective November 13, 2017*
Funds of the Trust |
Subadvisory Fees |
|
Nationwide WCM Focused Small Cap Fund |
0.45% on all Subadviser Assets |
* | As approved at the Board of Trustees Meeting held on November 8, 2017. |
[The remainder of this page is intentionally left blank.]
October 2017 | 18 |
IN WITNESS WHEREOF, the parties hereto have executed this Exhibit A on the effective date set forth above.
TRUST | ||
NATIONWIDE MUTUAL FUNDS | ||
By: |
/s/ Michael S. Spangler |
|
Name: | Michael S. Spangler | |
Title: | President | |
ADVISER | ||
NATIONWIDE FUND ADVISORS | ||
By: |
/s/ Michael S. Spangler |
|
Name: | Michael S. Spangler | |
Title: | President | |
SUBADVISER | ||
WCM INVESTMENT MANAGEMENT | ||
By: |
/s/ David A. Brewer |
|
Name: | David A. Brewer | |
Title: | SR. V.P., CCO |
October 2017 | 19 |
EX-28.d.4.u
SUBADVISORY AGREEMENT
THIS AGREEMENT is made and entered into effective the 13th day of November, 2017, by and among NATIONWIDE MUTUAL FUNDS (the Trust), a Delaware statutory trust, NATIONWIDE FUND ADVISORS (the Adviser) a Delaware business trust registered under the Investment Advisers Act of 1940, as amended (the Advisers Act), and Massachusetts Financial Services Company (d/b/a MFS Investment Management) (MFS), a corporation organized under the laws of the State of Delaware (the Subadviser), and also registered under the Advisers Act.
W I T N E S S E T H:
WHEREAS, the Trust is registered with the U.S. Securities and Exchange Commission (the SEC) as an open-end management investment company under the Investment Company Act of 1940, as amended (the 1940 Act);
WHEREAS, the Adviser has, pursuant to an Investment Advisory Agreement with the Trust dated as of the 1 st day of May, 2007 (the Advisory Agreement), been retained to act as investment adviser for certain of the series of the Trust that are listed on Exhibit A to this Agreement (each, a Fund);
WHEREAS, the Adviser represents that it is willing and possesses legal authority to render such services subject to the terms and conditions set forth in this Agreement;
WHEREAS, the Trust and the Adviser each represent that the Advisory Agreement permits the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, subject to the requirements of the 1940 Act; and
WHEREAS, the Adviser desires to retain Subadviser to assist it in the provision of a continuous investment program for that portion of each Funds assets that the Adviser will assign to the Subadviser, and Subadviser is willing to render such services subject to the terms and conditions set forth in this Agreement,
NOW, THEREFORE, the parties do mutually agree and promise as follows with respect to each Fund:
1. Appointment as Subadviser . The Adviser hereby appoints the Subadviser to act as investment adviser for and to manage with full discretionary authority that portion or all of the assets of the Fund that the Adviser from time to time upon reasonable prior notice allocates to, and puts under the control of, the Subadviser (the Subadviser Assets) subject to the supervision of the Adviser and the Board of Trustees of the Trust and subject to the terms of this Agreement. Any additions to the Subadviser Assets by the Adviser are subject to acceptance by the Subadviser in its reasonable discretion. The Subadviser hereby accepts such appointment and, in such capacity, agrees to be responsible for the investment management of the Subadviser Assets. It is recognized that the Subadviser and certain of its affiliates now act,
October 2017 | 1 |
EX-28.d.4.u
and that from time to time hereafter may act, as investment adviser to one or more other investment companies and to fiduciary or other managed accounts and that the Adviser and the Trust cannot object to such activities.
2. Duties of Subadviser .
(a) Investments . The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Fund as set forth in the Funds prospectus and statement of additional information as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented or amended from time to time (collectively referred to hereinafter as the Prospectus) and subject to the directions of the Adviser and the Trusts Board of Trustees, to monitor on a continuous basis the performance of the Subadviser Assets and to conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets. The Adviser agrees to provide the Subadviser with such assistance as may be reasonably requested by the Subadviser in connection with the Subadvisers activities under this Agreement, including, without limitation, providing information concerning the Fund, its funds available or to become available for investment, and generally as to the conditions of the Funds or the Trusts affairs. The Subadviser offers no guarantees of investment performance, profitability, or that the Funds performance objective will be met.
(b) Compliance with Applicable Laws and Governing Documents . In the performance of its services under this Agreement, the Subadviser shall act in conformity with the Prospectus and the Trusts Agreement and Declaration of Trust and By-Laws as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented, amended and/or restated from time to time (referred to hereinafter as the Declaration of Trust and By-Laws, respectively) and with the instructions and directions received in writing from the Adviser or the Trustees of the Trust and will conform to, and comply with, the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the Code), and all other federal and state laws and regulations applicable to the services provided by the Subadviser hereunder. Without limiting the preceding sentence, the Adviser promptly shall notify the Subadviser as to any act or omission of the Subadviser hereunder that the Adviser reasonably deems to constitute or to be the basis of any noncompliance or nonconformance with any of the Trusts Declaration of Trust and By-Laws and the Prospectus, the instructions and directions received in writing from the Adviser or the Trustees of the Trust or the 1940 Act, the Code, and all other applicable federal and state laws and regulations. Notwithstanding the foregoing, the Adviser shall remain responsible for ensuring the Funds and the Trusts overall compliance with the 1940 Act, the Code and all other applicable federal and state laws and regulations and the Subadviser is only obligated to comply with this subsection (b) with respect to the Subadviser Assets. The Adviser acknowledges that the Subadviser is not the compliance agent for the Fund or the Adviser, and does not have access to all of
October 2017 | 2 |
EX-28.d.4.u
the Funds books and records necessary to perform certain compliance testing. However, to the extent the Subadviser has agreed to perform the services specified in this Agreement, the Subadviser shall perform compliance testing based upon its books and records with respect to the Fund, which comprise a portion of the Funds books and records.
The Adviser will provide the Subadviser with a list of all publicly traded affiliates of the Adviser or the Fund that may not be purchased by the Fund and a list of all brokers and underwriters affiliated with the Adviser or the Fund for monitoring and reporting transactions under applicable provisions of the 1940 Act. The Adviser timely will provide the Subadviser with any other materials or information which the Subadviser may reasonably request to enable it to perform its functions under this Agreement.
The Adviser shall perform quarterly and annual tax compliance tests to ensure that the Fund is in compliance with Subchapter M and, if applicable, Section 817(h) of the Code. In connection with such compliance tests, the Adviser shall inform the Subadviser at least ten (10) business days prior to a calendar quarter end if the Subadviser Assets are out of compliance with the diversification requirements under either Subchapter M or, if applicable, Section 817(h). If the Adviser notifies the Subadviser that the Subadviser Assets are not in compliance with such requirements noted above, the Subadviser will take prompt action to bring the Subadviser Assets back into compliance within the time permitted under the Code thereunder.
The Adviser will provide the Subadviser with reasonable advance notice of any change in the Funds investment objectives, policies and restrictions as stated in the Prospectus, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. In addition to such notice, the Adviser shall provide to the Subadviser a copy of a modified Prospectus reflecting such changes. The Adviser acknowledges and will ensure that the Prospectus will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to the Trust or the Fund, including, without limitation, the 1940 Act, and the rules and regulations thereunder, and that the Subadviser shall have no liability in connection therewith, except as to the accuracy of material information furnished in writing by the Subadviser to the Trust or to the Adviser specifically for inclusion in the Prospectus. The Subadviser hereby agrees to provide to the Adviser in a timely manner such information relating to the Subadviser and its relationship to, and actions for, the Trust as may be required to be contained in the Prospectus or in the Trusts Registration Statement on Form N-1A.
(c) Voting of Proxies . Unless and until otherwise notified in writing by the Adviser, the Adviser hereby delegates to the Subadviser the Advisers discretionary
October 2017 | 3 |
EX-28.d.4.u
authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets and authorizes the Subadviser to delegate further such discretionary authority to a designee. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Funds assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Funds security.
The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and establish a process for the timely distribution of the Subadvisers voting record with respect to the Funds securities and other information necessary for the Fund to complete information required by Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the Securities Act), Form N-PX under the 1940 Act, and Form N-CSR under the Sarbanes-Oxley Act of 2002, as amended, respectively.
(d) Agent . Subject to any other written instructions of the Adviser or the Trust, the Subadviser is hereby appointed the Advisers and the Trusts agent and attorney-in-fact for the limited purposes of executing account documentation, instruments, agreements, contracts, confirmations, certifications regarding the Funds status as an accredited investor, qualified institutional buyer or qualified purchaser, certifications regarding other factual matters, and other documents as the Subadviser shall be requested by brokers, dealers, counterparties and other persons in connection with its management of the Subadviser Assets. The Subadviser agrees to provide the Adviser and the Trust with copies of any such agreements executed on behalf of the Adviser or the Trust.
(e) Brokerage . The Subadviser is authorized, subject to the supervision of the Adviser and the plenary authority of the Trusts Board of Trustees, to establish and maintain accounts on behalf of the Fund with, and place orders for the investment and reinvestment, including without limitation purchase and sale of the Subadviser Assets with or through, such persons, brokers (including, to the extent permitted by applicable law, any broker affiliated with the Subadviser) or dealers (collectively Brokers) as Subadviser may elect and negotiate commissions to be paid on such transactions. The Subadviser, however, is not required to obtain the consent of the Adviser or the Trusts Board of Trustees prior to establishing any such brokerage account. The Subadviser shall place all orders for the purchase and sale of portfolio investments for the Funds account with Brokers selected by the Subadviser. In the selection of such Brokers and the placing of such orders, the Subadviser shall seek to obtain for each Fund the most favorable price and execution available, except to the extent it may be permitted to pay
October 2017 | 4 |
EX-28.d.4.u
higher brokerage commissions for brokerage and research services, as provided below. In using its reasonable efforts to obtain for the Fund the most favorable price and execution available, the Subadviser, bearing in mind the best interests of the Fund at all times, shall consider all factors it deems relevant, including price, the size of the transaction, the breadth and nature of the market for the security, the difficulty of the execution, the amount of the commission, if any, the timing of the transaction, market prices and trends, the reputation, experience and financial stability of the Broker involved, and the quality of service rendered by the Broker in other transactions. Notwithstanding the foregoing, neither the Trust, the Fund nor the Adviser shall instruct the Subadviser to place orders with any particular Broker(s) with respect to the Subadviser Assets. Subject to such policies as the Trustees may determine, or as may be mutually agreed to by the Adviser and the Subadviser, the Subadviser is authorized but not obligated to cause, and shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused, the Fund to pay a Broker that provides brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to the Subadviser an amount of commission for effecting a Subadviser Assets investment transaction that is in excess of the amount of commission that another Broker would have charged for effecting that transaction if, but only if, the Subadviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such Broker viewed in terms of either that particular transaction or the overall responsibility of the Subadviser with respect to the accounts as to which it exercises investment discretion.
It is recognized that the services provided by such Brokers may be useful to the Subadviser in connection with the Subadvisers services to other clients. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interests of the Fund with respect to the Subadviser Assets as well as other clients of the Subadviser, the Subadviser, 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 most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to such other clients. It is recognized that in some cases, this procedure may adversely affect the price paid or received by the Fund or the size of the position obtainable for, or disposed of by, the Fund with respect to the Subadviser Assets.
(f) Securities Transactions . The Subadviser and any affiliated person of the Subadviser will not purchase securities or other instruments from or sell securities or other instruments to the Fund; provided, however, the Subadviser or any affiliated person of the Subadviser may purchase securities or other instruments from or sell securities or other instruments to the Fund if such transaction is permissible under
October 2017 | 5 |
EX-28.d.4.u
applicable laws and regulations, including, without limitation, the 1940 Act and the Advisers Act and the rules and regulations promulgated thereunder.
The Subadviser, on its own behalf and with respect to its Access Persons (as defined in subsection (e) of Rule 17j-1 under the 1940 Act), agrees to observe and comply with Rule 17j-1 and its Code of Ethics (which shall comply in all material respects with Rule 17j-1), as the same may be amended from time to time. On at least an annual basis, the Subadviser will comply with the reporting requirements of Rule 17j-1, which may include either (i) certifying to the Adviser that the Subadviser and its Access Persons have complied with the Subadvisers Code of Ethics with respect to the Subadviser Assets or (ii) identifying any material violations which have occurred with respect to the Subadviser Assets. The Subadviser will have also submitted to the Adviser and the Trust its Code of Ethics for its initial approval by the Board of Trustees no later than the date of execution of this agreement and subsequently within six months of any material change thereto.
(g) Books and Records . The Subadviser shall maintain separate detailed records as are required by applicable laws and regulations relating to the services provided by the Subadviser hereunder pertaining to the Subadviser Assets (the Funds Records), including, without limitation, brokerage and other records of all securities transactions. The Subadviser acknowledges that the Funds Records are property of the Trust; except to the extent that the Subadviser is required to maintain the Funds Records under the Advisers Act or other applicable law and except that the Subadviser, at its own expense, is entitled to make and keep a copy of the Funds Records for its internal files. The Funds Records shall be available to the Adviser or the Trust at any time upon reasonable request during normal business hours and shall be available for telecopying promptly to the Adviser during any day that the Fund is open for business as set forth in the Prospectus.
(h) Information Concerning Subadviser Assets and Subadviser . From time to time as the Adviser or the Trust reasonably may request in good faith, the Subadviser will furnish the requesting party reports on portfolio transactions and reports on the Subadviser Assets, all in such reasonable detail as the parties may reasonably agree in good faith. The Subadviser will also inform the Adviser in a timely manner of material changes in portfolio managers responsible for Subadviser Assets, any material changes in the ownership or senior management of the Subadviser, or of material changes in the control of the Subadviser. Upon the Trusts or the Advisers reasonable request, the Subadviser will make available its officers and employees to meet with the Trusts Board of Trustees to review the Subadviser Assets via telephone on a quarterly basis and in person on a less frequent basis as agreed upon by the parties.
Subject to the other provisions of this Agreement, the Subadviser will also provide such information or perform such additional acts with respect to the Subadviser Assets relating to the services provided by the Subadviser as are reasonably required for
October 2017 | 6 |
EX-28.d.4.u
the Trust or the Adviser to comply with their respective obligations under applicable laws and regulations, including without limitation, requirements of or pertaining to the Code, the 1940 Act, the Advisers Act, and the Securities Act, and any rule or regulation thereunder.
(i) Custody Arrangements . The Trust or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any changes in such custodian banks or custody arrangements. The Subadviser shall on each business day provide the Adviser and the Trusts custodian such information as the Adviser and the Trusts custodian may reasonably request in good faith relating to all transactions concerning the Subadviser Assets. The Trust shall instruct its custodian banks to (A) carry out all investment instructions as may be directed by the Subadviser with respect to the Subadviser Assets (which instructions may be orally given if confirmed in writing); and (B) provide the Subadviser with all operational information necessary for the Subadviser to trade the Subadviser Assets on behalf of the Fund. The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions. The parties acknowledge that the Subadviser is not a custodian of the Funds assets and will not take possession or custody of such assets.
(j) Valuation Assistance . The Subadviser shall not be responsible for the provision of administrative, bookkeeping or accounting and tax services to the Trust. The Adviser hereby acknowledges that the Subadviser is not responsible for pricing portfolio securities. Notwithstanding the foregoing, the Subadviser agrees that, upon request of the Adviser, it shall reasonably assist the Adviser in obtaining prices for portfolio securities and, to the extent it may lawfully do so, provide the Adviser with reasonable information, data or analyses in its possession. The Adviser and the Trust acknowledge that any such information, data or analyses may be proprietary to the Subadviser or otherwise consist of nonpublic information, agree that nothing in this Agreement shall require Subadviser to provide any information, data or analysis in contravention of applicable legal or contractual requirements, and agree to use any such information only for the purpose of pricing portfolio securities and to maintain their confidentiality.
(k) Legal Proceedings. The Subadviser shall not act for, represent, or purport to bind the Trust, the Fund, or the Adviser in any legal or administrative proceeding involving the Fund or any such proceedings involving any security or investment currently or formerly held by the Fund, including, without limitation class action lawsuits or settlements, regulatory or governmental victim funds, and bankruptcy proceedings (Legal Matters). The Subadviser does, however, agree that it will promptly notify the Adviser of any Legal Matters of significance of which the Subadviser
October 2017 | 7 |
EX-28.d.4.u
becomes aware in the ordinary course of its fiduciary obligation and that Subadviser reasonably believes the Fund and the Adviser should consider pursuing. The Subadviser agrees to cooperate with the Adviser to provide reasonable assistance regarding any Legal Matters, including providing factual information in its possession regarding such Legal Matters as the Fund and/or the Adviser may reasonably request. To the extent that the Subadviser is required to take part in any Legal Matter, whether by producing documents, testifying as a witness or otherwise, the Subadviser shall be reimbursed for reasonable legal costs and expenses in connection with such participation. Notwithstanding the foregoing, the Subadviser shall have the authority to participate in workouts, restructurings and bankruptcy proceedings involving securities held by the Subadviser Assets during the term of the Agreement on behalf of the Fund, including, without limitation, participation that involves the execution, delivery and filing of notices, certificates, consents, directions, ballots and other corporate actions, pleadings, motions, and the like.
3. Independent Contractor . In the performance of its services hereunder, the Subadviser is and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Fund, the Trust or the Adviser in any way or otherwise be deemed an agent of the Fund, the Trust or the Adviser.
4. Expenses . During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement. The Subadviser shall, at its sole expense, employ or associate itself with such persons as it believes to be particularly fitted to assist it in the execution of its duties under this Agreement. The Subadviser shall not be responsible for the Trusts, the Funds or Advisers expenses, which shall include, but not be limited to, the cost of securities, commodities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Fund and any losses incurred in connection therewith, expenses of holding or carrying Subadviser Assets, including, without limitation, expenses of dividends on stock borrowed to cover a short sale and interest, fees or other charges incurred in connection with leverage and related borrowings with respect to the Subadviser Assets, organizational and offering expenses (which include, but are not limited to, out-of-pocket expenses, but not overhead or employee costs of the Subadviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Funds custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Funds portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses. The Trust or
October 2017 | 8 |
EX-28.d.4.u
the Adviser, as the case may be, shall reimburse the Subadviser for any expenses of the Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser reasonable records of all such expenses.
5. Compensation . For the services provided pursuant to this Agreement, the Subadviser is entitled to the fee listed for the Fund on Exhibit A hereto. Such fees will be computed daily and paid no later than the seventh (7 th ) business day following the end of each month, from the Adviser, calculated at an annual rate based on the Subadviser Assets average daily net assets.
The method of determining the net asset value of the Subadviser Assets for purposes hereof shall be the same as the method of determining net asset value for purposes of establishing the offering and redemption price of the shares of the Trust as described in the Funds Prospectus. If this Agreement shall be effective for only a portion of a month with respect to the Fund, the aforesaid fee shall be prorated for the portion of such month during which this Agreement is in effect for the Fund.
6. Representations and Warranties of Subadviser . The Subadviser represents and warrants to the Adviser and the Trust as follows:
(a) The Subadviser is registered as an investment adviser under the Advisers Act;
(b) The Subadviser is registered as a Commodity Trading Advisor (CTA) under the Commodity Exchange Act, as amended (the CEA), with the Commodity Futures Trading Commission (the CFTC) or the National Futures Association (the NFA), or is not required to file such registration. Regardless of whether the Subadviser is registered as a CTA with the CFTC or the NFA, the Subadviser will provide commodity trading advice to the Fund as if Subadviser were exempt from registration as a CTA;
(c) The Subadviser is a corporation duly organized and properly registered and operating under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;
(d) The execution, delivery and performance by the Subadviser of this Agreement are within the Subadvisers powers and have been duly authorized by all necessary actions of its directors or shareholders, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Subadviser for execution, delivery and performance by the Subadviser of this Agreement, and the execution, delivery and performance by the Subadviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Subadvisers governing
October 2017 | 9 |
EX-28.d.4.u
instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Subadviser; and
(e) The Form ADV of the Subadviser previously provided to the Adviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.
7. Representations and Warranties of Adviser . The Adviser represents and warrants to the Subadviser as follows:
(a) The Adviser is registered as an investment adviser under the Advisers Act;
(b) The Adviser has filed a notice of exemption pursuant to Rule 4.14 under the CEA with the CFTC and the National Futures Association or is not required to file such exemption;
(c) With respect to the Fund, the Adviser is excluded from the definition of a Commodity Pool Operator (CPO) pursuant to CFTC Regulation 4.5 and the Adviser (i) filed the notice required by CFTC Regulation 4.5(c) and shall re-affirm such notice annually as required and (ii) will promptly notify the Sub-Adviser if it withdraws such notice or can no longer rely on the exclusion pursuant to CFTC Regulation 4.5 with respect to the Fund;
(d) The Adviser represents and warrants that the Fund is a qualified institutional buyer as that term is defined in Rule 144A under the Securities Act of 1933, as amended and that the Fund is not a restricted person under Rule 5130 and Rule 5131 of the Financial Industry Regulatory Authority, Inc. (FINRA) and thus is not prohibited from participating in the allocation of initial public offerings of equity securities offered by FINRA members;
(e) The Adviser is a business trust duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;
(f) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action on the part of its directors, shareholders or managing unitholder, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the
October 2017 | 10 |
EX-28.d.4.u
Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the Advisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;
(g) The Form ADV of the Adviser previously provided to the Subadviser and the Trust is a true and complete copy of the form, including that part or parts of the Form ADV filed with the SEC, that part or parts maintained in the records of the Adviser, and/or that part or parts provided or offered to clients, in each case as required under the Advisers Act and rules thereunder, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;
(h) The Adviser acknowledges that it received a copy of the Subadvisers Form ADV Part 2A at or prior to the execution of this Agreement, and the Adviser hereby consents to electronic delivery of Form ADV and any amendments thereto sent to the Adviser; and
(i) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, including without limitation, the appointment of a subadviser with respect to assets of each of the Trusts mutual fund series, including without limitation the Advisers entering into and performing this Agreement.
8. Representations and Warranties of the Trust . The Trust represents and warrants to the Adviser and the Subadviser as follows:
(a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder;
(b) The Trust is registered as an investment company under the 1940 Act and has elected to qualify and has qualified, together with the Fund, as a regulated investment company under the Code, and the Funds shares are registered under the Securities Act;
(c) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary action on the part of the Trust and its Board of Trustees, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Trust of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene
October 2017 | 11 |
EX-28.d.4.u
or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Trusts governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust; and
(d) The Trust acknowledges that it received a copy of the Subadvisers Form ADV Part 2A prior to the execution of this Agreement and acknowledges that it received the relevant Form ADV Part(s) 2B before or at the time of the allocation of Subadviser Assets to the Subadviser, and the Trust hereby consents to electronic delivery of Form ADV and any amendments thereto sent to the Trust.
9. Survival of Representations and Warranties; Duty to Update Information . All representations and warranties made by the Subadviser, the Adviser and the Trust pursuant to the recitals above and Sections 6, 7 and 8, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true or accurate in all material effects.
10. Liability and Indemnification .
(a) Liability . The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (Affiliates) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (Controlling Persons), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Funds shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Advisers Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.
(b) Indemnification . The Subadviser shall indemnify the Adviser, the Trust and the Fund, and their respective Affiliates and Controlling Persons for any liability and expenses, including without limitation reasonable attorneys fees and expenses, which the Adviser, the Trust and/or the Fund and their respective Affiliates and Controlling
October 2017 | 12 |
EX-28.d.4.u
Persons may sustain as a result of the Subadvisers willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA. The Adviser shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys fees and expenses, which may be sustained as a result of the Advisers willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA.
The Trust shall indemnify the Subadviser, its Affiliates and its Controlling Persons, for any liability and expenses, including without limitation reasonable attorneys fees and expenses, which may be sustained as a result of the Trusts willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws or the CEA.
(c) The Subadviser shall not be liable to the Adviser for (i) any acts of the Adviser or any other subadviser to the Fund with respect to the portion of the assets of the Fund not managed by Subadviser, or (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by the Adviser or any other subadviser to the Fund, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request. The Adviser agrees that Subadviser shall manage the Subadviser Assets as if they were a separate operating Fund as set forth in Section 2(b) of this Agreement. The Adviser shall indemnify the Subadviser, its Affiliates and Controlling Persons from any liability arising from the conduct of the Adviser and any other subadviser with respect to the portion of the Funds assets not allocated to the Subadviser.
11. Duration and Termination .
(a) Duration . Unless sooner terminated, this Agreement shall go into effect as to any Fund covered by this Agreement initially or at such later time as such Fund commences operations pursuant to an effective amendment to the Trusts Registration Statement and shall remain in effect for an initial period of no more than two years that terminates on the second May 1st that occurs following the date thereof, and, for any Fund subsequently added to this Agreement, an initial period of no more than two years that terminates on the second May 1 st that occurs following the effective date of this Agreement with respect to such Fund, and thereafter shall continue automatically for successive annual periods with respect to each such Fund, provided such continuance is specifically approved at least annually by the Trusts Board of Trustees or vote of the lesser of (a) 67% of the shares of the Fund represented at a meeting if holders of more than 50% of the outstanding shares of the Fund are present in person or by proxy or
October 2017 | 13 |
EX-28.d.4.u
(b) more than 50% of the outstanding shares of the Fund; provided that in either event its continuance also is approved by a majority of the Trusts Trustees who are not interested persons (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.
(b) Termination . Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time with respect to the Fund, without payment of any penalty:
(i) By vote of a majority of the Trusts Board of Trustees, or by vote of a majority of the outstanding voting securities of the Fund (as defined in the 1940 Act), or by the Adviser, in each case, upon not more than 60 days written notice to the Subadviser;
(ii) By any party hereto immediately upon written notice to the other parties in the event of a breach of any provision of this Agreement by either of the other parties; or
(iii) By the Subadviser upon not less than 120 days written notice to the Adviser and the Trust.
This Agreement shall not be assigned (as such term is defined in the 1940 Act) and shall terminate automatically in the event of its assignment or upon the termination of the Advisory Agreement.
12. Duties of the Adviser . The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review the Subadvisers performance of its duties under this Agreement. Nothing contained in this Agreement shall obligate the Adviser to provide any funding or other support for the purpose of directly or indirectly promoting investments in the Fund.
13. Reference to Adviser and Subadviser .
(a) Neither the Adviser nor any Affiliate or agent of the Adviser shall make reference to or use the name of Subadviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Subadviser to the Fund, which references shall not differ in substance from those included in the Prospectus and this Agreement, in any advertising or promotional materials without the prior approval of Subadviser, which approval shall not be unreasonably withheld or delayed. The Adviser hereby agrees to make all reasonable efforts to cause the Fund and any Affiliate thereof to satisfy the foregoing obligation.
(b) Neither the Subadviser nor any Affiliate or agent of it shall make reference to or use the name of the Adviser or any of its Affiliates, or any of their clients, except references concerning the identity of and services provided by the Adviser to the
October 2017 | 14 |
EX-28.d.4.u
Fund or to the Subadviser, which references shall not differ in substance from those included in the Prospectus and this Agreement, in any advertising or promotional materials without the prior approval of Adviser, which approval shall not be unreasonably withheld or delayed, provided that the Adviser hereby consents to the Subadviser referencing the Adviser and the Fund on a representative client list and any other reference which merely refers in accurate terms to the appointment of the Sub-Adviser hereunder. The Subadviser hereby agrees to make all reasonable efforts to cause any Affiliate of the Subadviser to satisfy the foregoing obligation.
14. Amendment . This Agreement may be amended by mutual consent of the parties, provided that the terms of any material amendment shall be approved by: (a) the Trusts Board of Trustees or by a vote of a majority of the outstanding voting securities of the Fund (as required by the 1940 Act), and (b) the vote of a majority of those Trustees of the Trust who are not interested persons of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law.
15. Confidentiality . Subject to the duties of the Adviser, the Trust and the Subadviser to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential and shall not disclose any and all information pertaining to the Fund and the actions of the Subadviser, the Adviser and the Fund in respect thereof; except to the extent:
(a) Authorized . The Adviser or the Trust has authorized such disclosure;
(b) Responsibilities under Agreement . Disclosure of such information is reasonably necessary to carry out a partys duties and responsibilities under this Agreement;
(c) Court or Regulatory Authority . Disclosure of such information is expressly required or requested by a court or other tribunal of competent jurisdiction or applicable federal or state regulatory authorities;
(d) Publicly Known Without Breach . Such information becomes known to the general public without a breach of this Agreement or a similar confidential disclosure agreement regarding such information;
(e) Already Known . Such information already was known by the party prior to the date hereof;
(f) Received From Third Party . Such information was or is hereafter rightfully received by the party from a third party (expressly excluding the Funds custodian, prime broker and administrator) without restriction on its disclosure and without breach of this Agreement or of a similar confidential disclosure agreement regarding them; or
October 2017 | 15 |
EX-28.d.4.u
(g) Independently Developed . The party independently developed such information.
16. Notice . Any notice that is required to be given by the parties to each other under the terms of this Agreement shall be in writing, delivered, or mailed postpaid to the other parties, or transmitted by facsimile or electronic mail with acknowledgment of receipt, to the parties at the following mailing addresses or facsimile numbers and e-mail addresses, which may from time to time be changed by the parties by notice to the other party:
(a) If to the Subadviser:
Massachusetts Financial Services Company
111 Huntington Avenue
Boston, MA 02199
Attention: Legal Department
Email: InstitutionalClientService@mfs.com
Fax: 617-350-2189
(b) If to the Adviser:
Nationwide Fund Advisors
One Nationwide Plaza
Mail Code 5-02-210R
Columbus, OH 43215
Attention: Legal Department
(c) If to the Trust:
Nationwide Mutual Funds
One Nationwide Plaza
Mail Code 5-02-210R
Columbus, OH 43215
Attention: Legal Department
17. Jurisdiction . This Agreement shall be governed by and construed in accordance with substantive laws of the State of Delaware without reference to choice of law principles thereof and in accordance with the 1940 Act. In the case of any conflict, the 1940 Act shall control. Each of the parties hereto unconditionally confirms and agrees that it is and shall continue to be (i) subject to the jurisdiction of the state courts of the State of Delaware, and (ii) subject to service of process in the State of Delaware. Unless the parties consent in writing to the selection of an alternative forum, the exclusive jurisdiction for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by
October 2017 | 16 |
EX-28.d.4.u
this Agreement shall be the state and federal courts located in the State of Delaware (the Delaware Courts). Each party hereto hereby unconditionally (a) agrees not to commence any litigation arising out of or relating to this Agreement except in the Delaware Courts and (b) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court, by way of motion, as a defense, counterclaim or otherwise, that (i) such litigation brought therein has been brought in any inconvenient forum, (ii) it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
18. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, all of which shall together constitute one and the same instrument.
19. Certain Definitions . For the purposes of this Agreement and except as otherwise provided herein, interested person, affiliated person, and assignment shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the SEC.
20. Captions . The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.
21. Severability . If any provision of this Agreement shall be held or made invalid by a court decision or applicable law, the remainder of the Agreement shall not be affected adversely and shall remain in full force and effect.
22. Entire Agreement . This Agreement, together with all exhibits, attachments and appendices, contains the entire understanding and agreement of the parties with respect to the subject matter hereof
23. Nationwide Mutual Funds and its Trustees . The terms Nationwide Mutual Funds and the Trustees of Nationwide Mutual Funds refer respectively to the Trust created and the Trustees, as trustees but not individually or personally, acting from time to time under the Amended and Restated Agreement and Declaration of Trust made and dated as of October 28, 2004, as has been or may be amended and/or restated from time to time, and to which reference is hereby made.
24. No Third Party Beneficiaries . This Agreement is for the exclusive benefit and convenience of the Trust, the Adviser and the Subadviser and there are no third-party beneficiaries of this Agreement. Nothing contained herein shall be construed as granting, vesting, creating or conferring any direct, indirect, or derivative right of action, or any other right or benefit, upon past, present or future shareholders of any Fund or upon any other third party.
October 2017 | 17 |
EX-28.d.4.u
25. Multi-Manager Funds . In connection with securities transactions for the Fund, the Subadviser that is (or whose affiliated person is) entering into the transaction, and any other investment manager that is advising an affiliate of the Fund (or portion of the Fund) (collectively, the Managers for the purposes of this section) entering into the transaction are prohibited from consulting with each other concerning transactions for the Fund in securities or other assets and, if both Managers are responsible for providing investment advice to the Fund, the Managers responsibility in providing advice is expressly limited to a discrete portion of the Funds portfolio that it manages.
This prohibition does not apply to communications by the Adviser in connection with the Advisers (i) overall supervisory responsibility for the general management and investment of the Funds assets; (ii) determination of the allocation of assets among the Manager(s), if any; and (iii) investment discretion with respect to the investment of Fund assets not otherwise assigned to a Manager.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.
TRUST | ||
NATIONWIDE MUTUAL FUNDS | ||
By: |
/s/ Michael S. Spangler |
|
Name: | Michael S. Spangler | |
Title: | President | |
ADVISER | ||
NATIONWIDE FUND ADVISORS | ||
By: |
/s/ Michael S. Spangler |
|
Name: | Michael S. Spangler | |
Title: | President | |
SUBADVISER | ||
MASSACHUSETTS FINANCIAL SERVICES COMPANY | ||
By: |
/s/ Carol Geremia |
|
Name: | Carol Geremia | |
Title: | President |
October 2017 | 18 |
EXHIBIT A
SUBADVISORY AGREEMENT
AMONG
NATIONWIDE MUTUAL FUNDS,
NATIONWIDE FUND ADVISORS
AND MASSACHUSETTS FINANCIAL SERVICES OMPANY
Effective November 13, 2017*
Funds of the Trust |
Subadvisory Fees |
|
Nationwide California Intermediate Tax Free Bond Fund |
0.25% on Aggregate Subadviser Assets up to $100 million; 0.225% on Aggregate Subadviser Assets of $100 million and more but less than $250 million; and 0.20% on Aggregate Subadviser Assets of $250 million and more |
|
Nationwide National Intermediate Tax Free Bond Fund |
0.25% on Aggregate Subadviser Assets up to $100 million; 0.225% on Aggregate Subadviser Assets of $100 million and more but less than $250 million; and 0.20% on Aggregate Subadviser Assets of $250 million and more |
* | As approved at the Board of Trustees Meeting held on November 8, 2017. |
| The term Aggregate Subadviser Assets shall mean the aggregate amount of assets resulting from the combination of (i) Subadviser Assets of the Nationwide California Intermediate Tax Free Bond Fund; and (ii) Subadviser Assets of the Nationwide National Intermediate Tax Free Bond Fund. |
[The remainder of this page is intentionally left blank.]
October 2017 | 19 |
IN WITNESS WHEREOF, the parties hereto have executed this Exhibit A on the effective date set forth above.
TRUST | ||
NATIONWIDE MUTUAL FUNDS | ||
By: |
/s/ Michael S. Spangler |
|
Name: | Michael S. Spangler | |
Title: | President | |
ADVISER | ||
NATIONWIDE FUND ADVISORS | ||
By: |
/s/ Michael S. Spangler |
|
Name: | Michael S. Spangler | |
Title: | President | |
SUBADVISER | ||
MASSACHUSETTS FINANCIAL SERVICES COMPANY | ||
By: |
/s/ Carol Geremia |
|
Name: | Carol Geremia | |
Title: | President |
October 2017 | 20 |
EX-28.p.19
Diamond Hill Capital Management, Inc. |
|
|
Diamond Hill Funds |
Code of Ethics
Statement of General Principles
The Diamond Hill Funds (the Funds), and Diamond Hill Capital Management, Inc. (Diamond Hill), the Funds investment adviser, have adopted this Code of Ethics (the Code) for the purpose of instructing all Affiliated Persons of their ethical obligations and to provide policies and procedures related to the following three areas:
1. | Personal securities transactions |
2. | Gifts and entertainment |
3. | Outside business activities and family member relationships |
It is intended to comply with the provisions of Rule 17j-1 of the Investment Company Act of 1940, as amended (the 1940 Act), and Rule 204A-1 of the Investment Advisers Act of 1940, as amended (the Advisers Act). Capitalized terms are defined throughout and in the Appendix.
The Funds officers and trustees owe a fiduciary duty to the Funds and their shareholders. In addition, Diamond Hills employees, officers, and directors owe a fiduciary duty to its investment advisory clients (Client) in addition to the Funds and their shareholders. A fiduciary duty means a duty of loyalty, fairness, and good faith, and the obligation to adhere not only to the specific provisions of this Code but to the general principles that guide the Code and to other applicable provisions of the federal securities laws. These general principles are:
| The duty to govern, which is the obligation imposed on trustees to manage the business affairs of the Funds; |
| The duty of diligence, which is the standard of care to which Affiliated Persons are expected to adhere when performing the duties of their positions; |
| The duty of loyalty to the Funds and Clients, which requires Affiliated Persons to avoid any conflict of interest or self-dealing, and bars them from taking advantage of a business opportunity that comes to their attention only by virtue of their positions; |
| The requirement that the interest of Funds shareholders and Clients must be placed before the interests of Affiliated Persons at all times; |
| The requirement that all personal securities transactions be conducted in a manner consistent with the Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of any individuals position of trust and responsibility; |
| The requirement that all Affiliated Persons comply with applicable federal securities laws; |
| The requirement that all Affiliated Persons fully disclose all potential conflicts of interest; and |
| The fundamental standard that such Affiliated Persons should not take inappropriate advantage of their positions. |
It is imperative that the personal trading activities of the Affiliated Persons, be conducted with the highest regard for these general principles to avoid any possible conflict of interest, any appearance of a conflict, or activities that could lead to disciplinary action. This includes executing transactions through or for the benefit of a third party when the transaction is not in keeping with the general principles of this Code. All personal securities transactions of Diamond Hills employees must also comply with Diamond Hill Investment Group, Inc.s
Code of Ethics Last Amended: January 1, 2017 |
Insider Trading Policy and Procedures. In addition, all personal securities transactions must comply with Rule 17j-1 of the 1940 Act and Rule 204A-1 under the Advisers Act. Under these rules, no Affiliated Person may:
| employ any device, scheme, or artifice to defraud a Fund, its shareholders, or Client; |
| make to a Fund, its shareholders, or Client any untrue statement of a material fact or omit to state any material fact in order to make the statements made, in light of the circumstances under which they are made, not misleading; |
| engage in any act, practice, or course of business that operates or would operate as a fraud or deceit upon a Fund, its shareholders, or Client; or |
| engage in any manipulative practice with respect to a Fund, its shareholders, or Client. |
Additional General Principles, Requirements, and Restrictions
| Affiliated Persons shall comply at all times with all applicable federal securities laws. Federal securities laws mean the Securities Act of 1933, the Securities Exchange Act of 1934, the 1940 Act, the Advisers Act, ERISA, Title V of the Gramm-Leach-Bliley Act, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Act of 2010, the JOBS Act of 2012, any rules adopted by the Securities & Exchange 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 Securities & Exchange Commission or the Department of the Treasury. |
| Affiliated Persons shall at all times safeguard client information, maintain the confidentiality of client identities, security holdings, security transactions, financial circumstances and other confidential information. Affiliated Persons are prohibited from taking any Confidential Information when leaving their employment with Diamond Hill or their affiliation with the Funds, and are prohibited from using or disclosing such Confidential Information for their own benefit or for the benefit of others including any new employer or prospective new employer. |
| Employees are prohibited from serving on the boards of directors of publicly traded companies, without the written pre-approval of the CCO. The consideration of pre-approval will be based upon a determination that the board service will be consistent with the interests of the Funds or Client. In the event that board service is authorized, Employees serving as directors will be isolated from other Employees making investment decisions with respect to the securities of the company in question. |
| Affiliated Persons shall report any violations of this Code promptly to the CCO. |
Section 1: Personal Investment Policies
Mutual Funds 90 Day Holding Period
To align Employees interest with those of the Funds and their shareholders, all Employees are encouraged to own shares of the Funds. Employees owning shares of the Funds are required to do so for a minimum of 90 days. This includes shares held in all Employee Accounts, including any employer-sponsored retirement plans and any deferred compensation plans of Diamond Hill that may be offered from time to time. The 90 day holding period is measured on a Last-In-First-Out (LIFO) basis and shall be inclusive of all Employee Accounts. For example, if an Employee purchases shares of a fund in her IRA, she is prohibited from selling shares of the same fund in her IRA or any of her other accounts during the 90-day holding period. Shares purchased as part of a systematic investment program are not subject to the 90-day holding
Code of Ethics Last Amended: January 1, 2017 |
Page 2 |
period. In addition to the Funds, the 90-day holding period applies to any non-Diamond Hill open-end mutual funds purchased by the Employee, other than money market funds and ETFs.
Exempt Securities
The following securities are allowed to be purchased and held, and are exempt from any reporting under this Code:
| securities issued by the United States Government (US Treasury Securities) |
| bankers acceptances |
| bank certificates of deposit |
| commercial paper |
| high quality short-term debt instruments, including repurchase agreements |
| shares issued by a money market fund |
| shares of unaffiliated registered open-end investment companies that are acquired through participation in a 529 Plan |
Exempt Transactions
The following transactions are permitted and exempt from any transaction level reporting under this Code. Transactions which are:
| effected in an account or in a manner over which the Employee has no direct or indirect influence or control |
| pursuant to a systematic dividend reinvestment plan, systematic cash purchase plan or systematic withdrawal plan |
| in connection with the exercise or sale of rights to purchase additional securities from an issuer and granted by such issuer pro-rata to all holders of a class of its securities |
| in connection with the call by the issuer of a preferred stock or bond |
| pursuant to the exercise by a second party of a put or call option |
| closing transactions no more than five business days prior to the expiration of a related put or call option |
Prohibited Securities
Employees may not purchase any of the following securities unless granted pre-approval by the CCO:
| U.S. and foreign equities (excluding Diamond Hill Investment Group, Inc.), which include American depository receipts (ADRs), real estate investment trusts (REITs), master limited partnerships, and business development corporations |
| U.S. and foreign taxable fixed income securities |
| Puts, calls, futures, or any other derivative on U.S. and foreign securities |
| open-end or closed-end mutual funds, including exchange traded funds (ETFs) and variable annuities that invest primarily in, or seek to primarily obtain exposure to, U.S. equity or U.S. taxable bond securities (excluding the Funds, other registered investment companies in which Diamond Hill serves as the adviser or sub-adviser, and funds offered through Diamond Hills or a defined family members employer sponsored retirement plan as long as the purchase of such funds are made within the respective retirement plan) |
If pre-approval is granted, any transactions executed are still subject to the restrictions outlined in the Executing Security Transactions sub-section below.
Code of Ethics Last Amended: January 1, 2017 |
Page 3 |
Executing Security Transactions
Employees may purchase an allowable Security or sell a Prohibited Security that was owned either prior to employment by Diamond Hill or prior to the adoption of this revised Code subject to the following provisions.
Employees may not execute a Security Transaction within seven (7) calendar days before or after a transaction in the same Security or a Related Security has been executed on behalf of a Fund or Client. This prohibition does not apply to a sale (or cumulative sales on a given trading day) of an individual security under the following circumstances:
1. | if the total sale proceeds is less than $50,000 and |
2. | the security has a market capitalization in excess of $1 billion. |
If the CCO determines that an Employee has violated this prohibition, the transaction must be unwound. If it is not possible or practical to unwind the transaction, and the Employee received a more favorable price than a Fund, then, the Employee must disgorge to the Fund the value received due to the favorable price differential. For example, if the Employee sold 100 shares at $11 per share, and the Fund sold 1000 shares at $10 per share, the Employee will pay $100 (100 shares x $1 differential) to the Fund. If only a Client account is affected, the Employee may pay the differential ($100 in this example) to a selected charity of his or her choice at the discretion of the CCO.
Private Placements
Any purchase of a private placement security must be pre-approved by the CCO. In connection with a private placement acquisition, the CCO will take into account, among other factors, whether the investment opportunity should be reserved for a Fund or Client, whether the opportunity is being offered to the Employee by virtue of the Employees position with the Funds or Diamond Hill, and whether the investment opportunity is consistent with the overall spirit of the Code. The CCO shall retain a record of any such pre-approval. If authorized, Employees must disclose any subsequent investment in the same issuer if and when that occurs. To avoid a conflict of interest, any decision to purchase securities of the same issuer on behalf of a Fund or Client will be independently reviewed by Diamond Hill personnel who have no personal interest in the issuer.
Initial Public Offering (IPO)
Employees are prohibited from acquiring any Securities in an IPO. This restriction is imposed in order to preclude any possibility of an Employee profiting improperly from her position with the Funds or Diamond Hill.
New Brokerage Accounts
All new Employee brokerage accounts must be opened at Charles Schwab unless an exception is pre-approved by the CCO. Any existing brokerage accounts are grandfathered and do not need to be moved to Schwab.
Section 2: Personal Investment Disclosure and Affirmation Procedures
New Employees
Within ten (10) days of becoming an Employee, each new Employee must:
1. | Certify that he or she has received, read, and understands this Code and acknowledge that he or she is subject to it. |
Code of Ethics Last Amended: January 1, 2017 |
Page 4 |
2. | Disclose a holdings report containing the following information dated within 45 days of becoming an Employee: |
a. | the title, type of security, ticker symbol or CUSIP (if applicable), number of shares or principal amount of each Security, other than Exempt Securities, in which the Employee had any direct or indirect beneficial ownership when the person became an Employee; |
b. | the name of the broker, dealer, bank, or other financial institution (Broker) where any Security is held for the direct or indirect benefit of the Employee as of the date the person became an Employee; and |
c. | the date that the report is submitted by the Employee. |
All Employees
At least once in each 12-month period (generally as of December 31 of each year), each Employee must certify that he or she has read and understands this Code and recognizes that he or she is subject to it, and must disclose to the CCO security holdings containing the following information current as of a date within 45 days of the date submitted:
1. | the title, type of security, ticker symbol or CUSIP (if applicable), number of shares or principal amount of each Security, other than Exempt Securities, in which the Employee had any direct or indirect beneficial ownership; |
2. | the name of the Broker where any Security is held for the direct or indirect benefit of the Employee; and |
3. | the date that the report is submitted by the Employee. |
Duplicate Statements and Confirmations
All Employees must provide copies of all trade confirmations and periodic account statements to the CCO, or provide electronic access to their Employee Account records. Electronic access is granted to the CCO via a secure network which provides data feeds for security transactions and account holdings. Security transactions in Employee Accounts that have not been granted electronic access must be manually recorded in the secure network.
Each Employee must affirm, no later than thirty (30) calendar days after the close of each calendar quarter all transactions in which the Employee acquired or disposed of any direct or indirect Beneficial Interest in a Security, excluding Exempt Securities. This affirmation request will be sent quarterly through Schwab Compliance Technologies. In addition, Employees must certify that he or she has reported all transactions required to be disclosed pursuant to the requirements of this Code.
Roommate Disclosure
All Employees must disclose if they live in the same household with a non-spouse adult (Roommate). New employees must report this within ten (10) days of becoming an Employee and existing Employees must report within ten (10) days after they begin an arrangement of living in the same household with a Roommate. All Employees living with a Roommate must also affirm annually the following:
1. | that they have not and will not disclose information to their Roommate about any security transactions executed or under consideration for execution on behalf of the Funds or a Client, |
2. | that they are not aware of any inadvertent disclosure to their Roommate of security transactions described above, and |
3. | if they are aware of any security transactions executed by their Roommate as a result of intentional or inadvertent disclosure of security transactions described above, that they will immediately report it to the CCO. |
Code of Ethics Last Amended: January 1, 2017 |
Page 5 |
Provisions for Disinterested Trustees
While Disinterested Trustees of the Funds are subject at all times to the fiduciary obligations described in this Code and the 90 day holding period related to the Funds, the remainder of the Personal Investment Policies and Disclosure and Affirmation Procedures of this Code apply to Disinterested Trustees only if they involve the purchase or sale of a Security and the Disinterested Trustee in the ordinary course of fulfilling the duties of that position, and not through public disclosure, knew or should have known, that during the fifteen days immediately preceding or after the date of their transaction that the same Security or a Related Security was or was to be purchased or sold for a Fund or that such purchase or sale for a Fund was being considered, in which case such Sections apply only to such transaction.
CCO Monitoring and Reporting Procedures
The CCO, or their delegate, will review all trade confirmations or transaction data feeds provided by Brokers no less frequently than quarterly, to determine whether any violations of this Code occurred. The Employees annual disclosure of Securities holdings will be reviewed by the CCO, or their delegate, for compliance with this Code, and to identify any trading patterns that may be inconsistent with this Code. In the case of the CCO covered under this Code, the CCOs direct manager will perform the same monitoring and review described above.
At least annually, the CCO will report to the Funds board of trustees regarding existing procedures and any changes in the procedures made during the past year. The CCO will also certify to the Funds board of trustees that the Funds and Diamond Hill have adopted procedures reasonably necessary to prevent Employees from violating this Code. The report will identify any violations of this Code, any significant remedial action during the past year, and any recommended procedural or substantive changes to this Code based on the CCOs experience under this Code, evolving industry practices, or legal developments.
The CCO will inform the Employees of their reporting obligations, supply a copy of the Code, and receive from Employees an acknowledgement of their receipt of this Code. The CCO will cause the Funds and Diamond Hill to maintain records in the manner and to the extent set out in Rule 17j-1(f) of the 1940 Act and 204A-1 of the Advisers Act.
Section 3: Gifts and Entertainment
As fiduciaries to our Clients, we must always place our clients interests first and cannot allow gifts or entertainment opportunities to influence the actions we take on behalf of our clients. Diamond Hill recognizes that the establishment and maintenance of strong relationships with clients, vendors, intermediaries and consultants is integral to the firms ability to provide effective investment management services. Diamond Hill further recognizes that routine business lunches or dinners or attendance at cultural or sporting events are good mechanisms for building and maintaining these relationships. As such, this policy is to encourage business entertainment provided it is neither so frequent nor excessive as to raise any question of propriety and it is not preconditioned on achievement of any business activity or other incentives.
This business gift and entertainment section applies to Diamond Hill employees and their Family Members. It does not apply to personal gifts or entertainment that an employee may receive from or give to friends or acquaintances who happen to work in the financial services
Code of Ethics Last Amended: January 1, 2017 |
Page 6 |
industry, as long as the gift or entertainment is based on you or your Family Members personal relationship and is not made in connection with your employment at Diamond Hill.
Some Diamond Hill employees hold active securities registrations (such as a Series 6 or Series 7) through BHIL Distributors, LLC (BHIL). Those employees are subject to policies and procedures adopted by BHIL to ensure compliance with applicable FINRA Conduct Rules. In the event that BHIL policies and procedures concerning gifts and entertainment are more stringent than those outlined in the Code, the BHIL policies and procedures will take precedence.
Employees are expressly prohibited from using their position at Diamond Hill to solicit gifts or entertainment from clients, vendors, prospective vendors, service providers, prospective service providers, intermediaries, or consultants.
Accepting Gifts
Employees and their Family Members may only accept gifts with an approximate value of $100 or less per calendar year from a single source. You may not accept a gift of cash, gift cards, gift certificates, or anything else that is usable as cash, regardless of the amount. Any gift received must be disclosed at the time of receipt within Schwab Compliance Technologies. Logoed or branded promotional items of a de minimis value (i.e. less than $25) are exempt from the $100 limit and do not need to be disclosed as a gift received. If you receive a gift that exceeds the limitation of this policy, you must still disclose it in Schwab Compliance Technologies and either return it to the sender or donate it to charity.
Accepting Business Meals
Employees may accept business meals as long as neither the cost nor the frequency is excessive and there is a legitimate business purpose. If the host is a Broker/Dealer or Research Provider, please refer to the Gifts, Meals, and Entertainment from Broker/Dealers and Research Providers section below.
Accepting Entertainment Opportunities
Diamond Hill recognizes that participation in entertainment opportunities with representatives from organizations with which the firm does business, such as consultants, Broker/Dealers, Research Providers, vendors, and companies in which we may invest Client assets, can help to further legitimate business interests. However, participation in such entertainment opportunities should be infrequent and is subject to the following conditions:
| A representative of the hosting organization must be present. |
| The primary purpose of the event must be to discuss business or to build a business relationship. |
| If the host is a Broker/Dealer or Research Provider, the host must be reimbursed for the full cost of the entertainment opportunity. Please note that even if you or Diamond Hill reimburses the full cost of the entertainment opportunity, you may attend the event only if the host is present. Whenever possible, you should arrange for any required reimbursement prior to attending an entertainment event. |
| The entertainment opportunity should not be considered extravagant or excessive. |
Lodging and Air Travel
Employees may not accept a gift of lodging or air travel in connection with any entertainment opportunity. If you participate in an entertainment opportunity for which lodging or air travel is paid for by the host, you must reimburse the host for the equivalent cost.
Code of Ethics Last Amended: January 1, 2017 |
Page 7 |
Soliciting Gifts, Entertainment Opportunities, or Contributions
In your capacity as an employee of Diamond Hill, you may not solicit gifts, entertainment opportunities, or charitable or political contributions for yourself, or on behalf of clients, prospects, or others, from brokers, vendors, clients, or consultants with whom the firm conducts business or from companies in which the firm may invest Client assets.
Giving Gifts
Employees may not give any gift valued at more than $100 to any individual per calendar year. Employees must receive pre-approval prior to giving any gift. Such pre-approval should be requested through Schwab Compliance Technologies. Any Diamond Hill logoed or branded promotional items of a de minimus value (i.e. less than $25) are exempt from the $100 limit and do not need to be pre-approved or disclosed. Any Diamond Hill logoed or branded promotional item in excess of $25 should continue to be pre-approved prior to giving the gift. Diamond Hill employees should be familiar with any potential gift restrictions of clients, intermediaries, or prospective clients before giving any gift.
Giving Meals and Entertainment
Diamond Hill employees may not provide extravagant, excessive, or frequent meals or entertainment to any client, prospective client, intermediary, consultant, or other person or organization providing services to, or seeking to do business with or on behalf of Diamond Hill. Providing meals and/or entertainment that is infrequent, reasonable, and customary under the circumstances is permitted. The Diamond Hill employee providing the meal and/or entertainment must be present at the event. If the Diamond Hill employee is not present, the meal or entertainment will be considered a gift subject to the $100 limit.
Gifts, Meals, and Entertainment from Broker/Dealers and Research Providers
Notwithstanding the above policies, Diamond Hill employees and their Family Members are prohibited from accepting from any Broker/Dealer or Research Provider any compensation, including gifts and entertainment, for the purchase or sale of any security and other portfolio holdings, to or from any client account, including the Funds.
| This prohibition of accepting gifts and entertainment from Broker/Dealers and Research Providers includes, but is not limited to, gifts, meals, concerts, sporting events, cocktail events, golf outings, and other similar events or performances. If a Diamond Hill employee or their Family Member receive a gift from a Broker/Dealer or Research Provider, you should disclose the receipt of the gift in Schwab Compliance Technologies and either return the gift to sender or donate the gift to charity. |
| Excluded from this prohibition are logoed or branded promotional items of de minimis value (i.e., less than $25). |
| Excluded from this prohibition are modest refreshments, including breakfast or lunch, brought into a meeting site during a working meeting or provided at an educational seminar or conference sponsored by a Broker/Dealer or Research Provider. |
| Employees may attend business meals and entertainment events with Broker/Dealers or Research Providers that otherwise may be prohibited provided that they or Diamond Hill pay the proportional cost of their meal or entertainment event. If the opportunity to pay the proportional cost of a meal does not present itself, then the employee should report the circumstance to the CCO who will determine the appropriate resolution. |
Gifts and Entertainment to Government Affiliated Persons.
In addition to the restrictions noted above, no gift, meal, entertainment or any other item of value may be given, directly or indirectly, to any government affiliated person unless the giving of such thing of value is pre-approved by both the CCO and the Chief Operating Officer. A
Code of Ethics Last Amended: January 1, 2017 |
Page 8 |
government affiliated person includes, but is not limited to, any person (including such persons spouse or other Family Member) affiliated with a governmental plan or a governmental entity, at any jurisdictional level. Item of value is very broadly defined and includes, but is not limited to, logo/promotional items, meals (regardless of setting), drinks, business entertainment events, and tickets to any type of event. As indicated above this restriction does not apply to personal gifts or entertainment that an employee may give to friends or acquaintances who happen to work for a governmental entity, provided the gift or entertainment is based on you or your Family Members personal relationship and is not made in connection with the employees employment at Diamond Hill.
Section 4: Outside Business Activities and Family Member Disclosure
To properly identify, manage, and mitigate potential conflicts of interest, it is necessary for Diamond Hill to identify its employees outside business activities and family member relationships that may present a potential conflict of interest.
Outside Business Activity
An Outside Business Activity is any activity in which an employee of Diamond Hill receives income or wages (other than passive investment income), or has a reasonable expectation of receiving income or wages for certain activities he or she performs or engages in. An Outside Business Activity could also include unpaid services such as serving on the board (or advisory board) or in a management capacity of an academic institution, charitable organization, or other non-profit, where the employee may be involved in governance activities including the hiring of vendors, money managers, or oversight (directly or indirectly) of financial or investment accounts of the organization. Routine volunteer activities are not considered an Outside Business Activity.
Family Member Relationships
A family Member Relationship must be disclosed when a Family Member or other close relatives employment, board membership, political position, or other activity could create a potential conflict (or the appearance of a conflict) with Diamond Hill, its Clients, or the Funds. The following are examples of Family Member Relationships that should be disclosed:
| your spouse is employed at a firm that Diamond Hill or the Funds do business with, |
| your uncle works in the C-Suite or other senior position of a publicly traded company (where he may frequently be in possession of material non-public information), |
| your father-in-law works on the sell side trade desk at Goldman Sachs, |
| your child is a research analyst at Stifel Nicolaus, |
| your close cousin is a trustee for a city retirement plan, or |
| your sibling serves on the board of trustees of a university or other non-profit. |
Policy
All Diamond Hill employees must disclose any Outside Business Activities or Family Member Relationships, such as those described above, that may present a potential conflict, an actual conflict, or the appearance of a conflict of interest with Diamond Hill, its Clients, or the Funds. To mitigate potential conflicts of interest, Diamond Hill may impose specific conditions or limitations on an employees Outside Business Activity or where circumstances warrant, prohibit the activity outright.
Code of Ethics Last Amended: January 1, 2017 |
Page 9 |
Disclosure Procedure
Within ten (10) days of becoming a Diamond Hill employee, each new employee must disclose any Outside Business Activities or Family Member Relationships via Schwab Compliance Technologies. In addition, all employees have a continual ongoing obligation to promptly disclose any new Outside Business Activity or Family Member Relationship. Notwithstanding this continual disclosure obligation, all employees will be required to review and confirm their disclosed Outside Business Activities and Family Member Relationships on an annual basis.
The CCO or his delegate will monitor and evaluate all employee disclosures to determine if the disclosed activity or relationship could create a conflict of interest with Diamond Hill, its Clients, or the Funds. The CCO will also evaluate the materiality of any conflicts to determine if it rises to the level that
1. | may require additional policies and procedures to mitigate or manage the conflict, and/or |
2. | the conflict should be disclosed to Clients or the board of trustees of the Funds. |
Section 5: Sanctions
Strict compliance with the provisions of the Code is considered to be a basic provision of employment. Any violation of the Code by an Employee may result in disciplinary action, which may include, but is not limited to unwinding of trades, disgorgement of profits, warning, monetary fine or censure, suspension of personal trading privileges, and suspension or termination of employment. Repeated offenses will likely be subject to additional sanctions of increasing severity.
Section 6: Training
On an annual basis, the CCO, or their delegate, will conduct training with Diamond Hill employees to help ensure their compliance with all sections of the Code.
Code of Ethics Last Amended: January 1, 2017 |
Page 10 |
APPENDIX - Definitions
Affiliated Persons : an employee, officer or trustee of Diamond Hill Funds or an employee, officer or director of Diamond Hill Capital Management, Inc.
Beneficial Interest : ownership or any benefits of ownership, including the opportunity to directly or indirectly profit or otherwise obtain financial benefits from any interest in a Security.
Broker/Dealer : any person or organization engaged in the business of effecting transactions in securities for the account of others.
Chief Compliance Officers (CCO) : the CCO for Diamond Hill and the CCO for the Funds, including any such designee(s) of either CCO. For purposes of this Code, references to the CCO shall generally mean the CCO for Diamond Hill; however, either CCO has authority to administer the provisions of the Code.
Confidential Information : includes but is not limited to, 1) any client information that is not already public information, 2) any employee personal, financial, or employment data, 3) any non-public investment research information obtained or derived (data or written), and 4) any other corporate information not already disclosed on the Companys web site or in other public filings.
Disinterested Trustees : trustees who are not interested persons of the Funds, as defined in the 1940 Act, as amended, and whose affiliation with the Funds is solely by reason of being a trustee of the Funds.
Employees : the officers of the Funds and the employees, officers and directors of Diamond Hill. The CCO will maintain a current list of all Employees. All employees of Diamond Hill are considered to have access to non-public information regarding a Funds purchase or sale of securities and its portfolio holdings, and are therefore considered (Access Persons), as that term is defined in Rule 17j-1. Notwithstanding the foregoing, so long as the Funds principal underwriter or another company providing services to Diamond Hill or the Funds (Service Providers) has adopted a code of ethics which it certifies complies with Rule 17j-1 under the 1940 Act, as amended, the term Employees shall not include any director, officer, partner or employee of the Service Providers who is also an officer of the Funds.
Employee Account : each account in which an Employee or Family Member has any direct or indirect Beneficial Interest or over which such person exercises control or discretion, including but not limited to any joint account, partnership, corporation, trust, or estate. Employee Accounts do not include accounts in which an Employees family member exercises investment discretion in a fiduciary capacity for the benefit of others who are not considered family members as defined in this paragraph.
Family Member : includes the Employees spouse, minor children, and any relative of the Employee (including in-laws) to whose support an Employee directly or indirectly contributes or who the Employee exercises discretion on securities transactions.
Research Provider : person or organization that provides investment research that may be used in the investment decision making process. They may or may not be a Broker/Dealer.
Code of Ethics Last Amended: January 1, 2017 |
Page 11 |
Security : any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization 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 of the foregoing.
Related Security : securities issued by the same issuer or issuer under common control, or when either security gives the holder any contractual rights with respect to the other security, including options, warrants or other convertible securities.
Securities Transaction : the purchase or sale, or any action to accomplish the purchase or sale, of a Security for an Employee Account. The term Securities Transaction does not include transactions executed by the Adviser for the benefit of unaffiliated persons, such as clients.
Code of Ethics Last Amended: January 1, 2017 |
Page 12 |
EX-28.p.20
WCM Investment Management
CODE OF ETHICS
A copy of this Code of Ethics is maintained in WCM Document Library and Schwab Compliance Technologies ( Schwab CT ) and is accessible to each supervised person of WCM Investment Management (WCM) for reference. This Code is the property of WCM and its contents are confidential.
WCM Investment Management
281 Brooks Street
Laguna Beach, CA 92651
949.380.0200
Amended: January 1, 2017
I. |
STATEMENT OF BUSINESS ETHICS OF WCM INVESTMENT MANAGEMENT (WCM) |
1 | ||||||||
II. |
ANTI-FRAUD AND FIDUCIARY OBLIGATION |
1 | ||||||||
III. |
INITIAL/ANNUAL ACKNOWLEDGEMENTS |
1 | ||||||||
IV. |
GENERAL STANDARDS OF CONDUCT AND WCM PROCEDURES |
2 | ||||||||
A. |
Use of WCM Funds or Property |
2 | ||||||||
1. |
Personal Use of WCM Funds or Property |
2 | ||||||||
2. |
Payments to Others |
2 | ||||||||
3. |
Improper Expenditures |
2 | ||||||||
B. |
Conflicts of Interest and WCM Opportunities |
3 | ||||||||
1. |
Outside Business Activities and Interest in Competitors, Clients or Suppliers |
3 | ||||||||
2. |
Gifts and Entertainment |
3 | ||||||||
3. |
Political Contributions |
4 | ||||||||
4. |
Interest in Transactions |
6 | ||||||||
5. |
Acting as a Registered Representative of a Broker-Dealer |
6 | ||||||||
6. |
Diversion of WCM Business or Investment Opportunity |
7 | ||||||||
V. |
GENERAL STANDARDS OF CONDUCT IN DEALING WITH CLIENTS AND PROSPECTIVE CLIENTS |
7 | ||||||||
A. |
Fair and Equitable Treatment of Clients |
7 | ||||||||
B. |
No Guarantees Against Loss |
7 | ||||||||
C. |
No Guarantees or Representations as to Performance |
7 | ||||||||
D. |
No Legal or Tax Advice |
7 | ||||||||
E. |
No Sharing in Profits or Losses |
7 | ||||||||
F. |
No Borrowing From or Lending To a Client |
7 | ||||||||
G. |
Supervised persons May Not Act as a Custodian of a Client |
7 | ||||||||
H. |
Orders May Not Be Placed Through Unlicensed Broker-Dealers or Agents |
7 | ||||||||
I. |
Executing Transactions or Exercising Discretion Without Proper Authorization |
8 | ||||||||
VI. |
PROTECTION OF MATERIAL, NONPUBLIC AND OTHER CONFIDENTIAL INFORMATION AND PREVENTION OF INSIDER TRADING AND TIPPING |
8 | ||||||||
A. |
Need for Policy |
8 | ||||||||
B. |
General Policies and Procedures Concerning Insider Trading and Tipping |
9 |
i
ii
C ODE OF E THICS
I . | STATEMENT OF BUSINESS ETHICS OF WCM INVESTMENT MANAGEMENT (WCM) |
WCM is committed to maintaining the highest legal and ethical standards in the conduct of our business. We have built our reputation on client trust and confidence in our professional abilities and our integrity. As fiduciaries, we place our clients interests above our own. Meeting this commitment is the responsibility of WCM and each and every one of our supervised persons.
II. | ANTI-FRAUD AND FIDUCIARY OBLIGATION |
WCM is registered as an investment adviser with the U.S. Securities and Exchange Commission (the SEC) and has made a notice filing in its home state of California. It is WCMs policy to notice file in all 50 states. In conducting WCMs investment advisory business, WCM and its supervised persons must comply at all times with applicable federal securities laws, including the provisions of the Investment Advisers Act of 1940 , as amended (the Advisers Act), the rules under the Advisers Act and applicable provisions and rules under the laws of the various states where WCM does business or has clients. In addition, when managing accounts of employee benefit plans subject to the Employee Retirement Income Security Act of 1974 , as amended (ERISA) and Individual Retirement Accounts, WCM must comply with all applicable provisions of ERISA, the Internal Revenue Code of 1986 , as amended, and the rules under those laws.
As a registered investment adviser, WCM and its supervised persons also have fiduciary and other obligations to clients. WCMs fiduciary duties to its clients require, among other things, that WCM: (i) render disinterested and impartial advice; (ii) make suitable recommendations to clients in light of their needs, financial circumstances and investment objectives; (iii) exercise a high degree of care to ensure that adequate and accurate representations and other information about securities are presented to clients; (iv) have an adequate basis in fact for any and all recommendations, representations and forecasts; (v) refrain from actions or transactions that conflict with interests of any client, unless the conflict has first been disclosed to the client and the client has (or may be considered to have) waived the conflict; and (vi) treat all clients fairly and equitably.
A breach of any of the above duties or obligations may, depending on the circumstances, expose WCM and its supervised persons involved, to SEC and state disciplinary actions and to potential criminal and civil liability, as well as subject the supervised person to WCM sanctions up to and including termination of employment. All supervised persons are required to promptly report violations of this Code of Ethics to the Chief Compliance Officer.
III. | INITIAL/ANNUAL ACKNOWLEDGEMENTS |
Supervised persons should keep this Code of Ethics (COE) available for easy reference. A copy of the COE is given to each supervised person and is maintained in the WCM
1 | WCM Code of Ethics |
Document Library and within Schwab Compliance Technologies ( Schwab CT ). Each supervised person will, before starting to work at WCM and each year thereafter, read this COE and acknowledge that they have reviewed and understand it, and will adhere to the COE by completing the Annual Acknowledgement via Schwab CT. From time to time, the COE will be revised or supplemented. The Chief Compliance Officer is responsible for providing each supervised person with a revised copy of this COE when material changes have occurred.
Each year, supervised persons must also complete the Disciplinary History questionnaire via Schwab CT, which requests information about whether the supervised person has been subject to any disciplinary event, that is, a criminal, civil and/or regulatory action by a U.S. or foreign court, military court or regulatory or self-regulatory body. The employment of any person who is subject to such a reportable disciplinary event might, absent appropriate disclosures or specific relief from the SEC, tarnish WCMs reputation, jeopardize business relationships and opportunities for both WCM and its personnel or expose WCM itself to potential disciplinary sanctions or disqualifications. Accordingly, a supervised person must notify the Chief Compliance Officer immediately if he or she becomes aware of anything that could result in a change in any of this information. Failure to accurately complete the questionnaire or to notify the Chief Compliance Officer of changes to information relating to disciplinary actions may subject a supervised person to disciplinary action or be grounds for dismissal.
IV. | GENERAL STANDARDS OF CONDUCT AND WCM PROCEDURES |
A. | Use of WCM Funds or Property |
WCMs policy is to require each supervised person to respect the funds and property belonging to WCM, to limit the personal use of such funds or property, and to prohibit questionable or unethical disposition of WCM funds or property.
1. | Personal Use of WCM Funds or Property |
No supervised person may take or permit any other supervised person to take, for his personal use, any funds or property belonging to WCM. Misappropriation of funds or property is theft and, in addition to subjecting a supervised person to possible criminal and civil penalties, will result in a WCM disciplinary action up to, and including, dismissal.
2. | Payments to Others |
No WCM funds or property may be used for any unlawful or unethical purpose, nor may any supervised person attempt to purchase privileges or special benefits through payment of bribes, kickbacks or any other form of payoff. Customary and normal courtesies in conformance with the standards of the industry are allowable except where prohibited by applicable laws or rules. (See following section on Gifts and Entertainment for additional information.) Particular care and good judgment is required when dealing with federal, state or local government officials to avoid inadvertent violations of government ethics rules. (Also, see following section on Political Contributions regarding important rules.)
3. | Improper Expenditures |
No payment by or on behalf of WCM will be approved or made if any part of the
2 | WCM Code of Ethics |
payment is to be used for any purpose other than that described in the documents supporting the payment. Records will be maintained in reasonable detail that accurately and fairly reflect the transactions they describe and the disposition of any funds or property of WCM.
Any questions concerning the propriety of any use of WCM funds or property should be directed to the Chief Compliance Officer.
B. | Conflicts of Interest and WCM Opportunities |
It is not possible to provide a precise or comprehensive definition of a conflict of interest. However, one factor that is common to all conflict of interest situations is the possibility that a supervised persons actions or decisions will be affected because of actual or potential differences between or among the interests of WCM, its affiliates or clients, and/or the supervised persons own personal interests. A particular activity or situation may be found to involve a conflict of interest even though it does not result in any financial loss to WCM, its affiliates or its clients or any gain to WCM or the supervised person, and irrespective of the motivations of the supervised person involved.
1. | Outside Business Activities and Interest in Competitors, Clients or Suppliers |
Supervised persons should avoid other employment or business activities, including personal investments that interfere with their duties to WCM, divide their loyalty, or create or appear to create a conflict of interest. Each supervised person must promptly report any situation or transaction involving an actual or potential conflict of interest to the Chief Compliance Officer via the Outside Business Activity Disclosure Form found in Schwab CT. The Chief Compliance Officers determination as to whether a conflict exists or is harmful shall be conclusive. Any conflict that the Chief Compliance Officer determines is harmful to the interests of clients or the interests or reputation of WCM must be terminated.
In no event should any supervised person have any outside business activity that might cause embarrassment to or jeopardize the interests of WCM, interfere with its operations, or adversely affect his or her productivity or that of other supervised persons. Except with the prior written approval of the Chief Compliance Officer, no supervised person shall be employed by, or accept any remuneration from, or perform any service for any person or entity. In addition, no supervised person or member of his or her Immediate Family (including any relative by blood or marriage living in the supervised persons household), shall serve as an officer, director, general partner, or trustee of, or have a substantial interest in or business relationship with a competitor, client, or supplier of WCM. Approval will be granted on a case by case basis, subject to proper resolution of potential conflicts of interest. Outside activities will be approved only if any conflict of interest issues can be satisfactorily resolved and all of the necessary disclosures are made on Part 2 of Form ADV.
2. | Gifts and Entertainment |
Giving, receiving or soliciting gifts and/or entertainment (G&E) in a business setting may create an appearance of impropriety or may raise a potential conflict of interest. Additionally, WCM is subject to G&E-related laws and restrictions as a result of being a fiduciary and acting as an investment adviser to government entities, ERISA and Taft-Hartley
3 | WCM Code of Ethics |
plans, and mutual funds. Therefore, WCM has adopted the following policies and procedures.
| Entertainment is an event which includes participation by both parties for the mutual building of a business relationship. Events, such as meals, golfing, sporting events, and the like, are considered commonly accepted business practices and they are usually permissible. Entertainment over $250 per person may be restricted; therefore, it must be reported via Schwab CT and approved by the CCO. |
| Gifts are things given or received by a supervised person. Entertainment is considered a gift when the event is not attended by both parties. Charitable donations are considered gifts. Gifts over $50 per person may be restricted; therefore, they must be it must be reported via Schwab CT and approved by the CCO. |
G&E to or from ERISA or Taft-Hartley plans are prohibited. Additionally, receiving G&E from broker-dealers exclusively executing purchases or sales for mutual funds advised or sub-advised by WCM is prohibited. This is due to Section 17(e)(1) of the 1940 Act, which prohibits WCM or its supervised persons from accepting any sort of compensation for the purchase or sale of property to or from any mutual fund WCM advises. G&E to or from anyone may never be solicited.
The CCO will coordinate with WCMs controller for the review and reimbursement of employee expense reports to ensure compliance with this policy. If a supervised person has any questions regarding what constitutes G&E or how to handle it, it is their responsibility to inquire with the CCO.
3. | Political Contributions |
No supervised person shall make or solicit any political contribution for the purpose of obtaining or retaining advisory contracts with government entities. Contributions by a Covered Associate made to any elected official who, within two years of the contribution, is in a position to influence the retention or has legal authority to retain WCM, will result in the firms prohibition in receiving any adviser fees from that government entity for a period of two years. Covered Associates are therefore not permitted to coordinate, or to solicit any person or political action committee to make, any:
| Contribution to an official of a government entity to which the investment adviser is providing or seeking to provide investment advisory services; or |
| Payment 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. |
For purposes of this Political Contribution policy, a Covered Associate is defined as:
| any general partner, managing member or executive officer of WCM, or other individual with a similar status or function; |
4 | WCM Code of Ethics |
| any employee who solicits a government entity for WCM and person who supervises, directly or indirectly, such employee; and |
| any political action committee (PAC) controlled by WCM or by any such persons described above. |
Exceptions for De Minimis Contributions . Covered associates are permitted to make aggregate contributions, without triggering the two-year time out, of up to $350 per election to an elected official or candidate for whom the covered associate is entitled to vote, and up to $150 per election to an elected official or candidate for whom the covered associate is not entitled to vote. These de minimis exceptions are available only for contributions by covered associates, not WCM.
Exceptions for Return Contributions . This exception, created to enable Advisers to cure an inadvertent political contribution made by a Covered Associate to an official for whom the covered associate is not entitled to vote, is available for contributions that in the aggregate, do not exceed $350 to any one official, per election. WCM must have discovered the contribution that resulted in the violation within four months of the date such contribution was made, and within 60 days after learning of such contribution, the contributor must obtain the return of the contribution.
As such, all political contributions by a Covered Associate to any official, PAC or through a third party must be pre-cleared by the Chief Compliance Officer via the Political Contribution disclosure form in Schwab CT. If and only if a contribution does not present a conflict of interest or harm WCMs ability to obtain clients will the Covered Associate be allowed to make such a contribution. Generally contributions made by a Covered Associate to an official for whom the Covered Associate was entitled to vote at the time of the Contributions and which in the aggregate do not exceed $350 to any one official, per election, or to officials for whom the supervised person was not entitled to vote at the time of the Contributions and which in the aggregate do not exceed $150 to any one official, per election, will be approved.
Indirect actions by a Covered Associate that would result in a violation of the Political Contribution Rule, Rule 206(4)-5 , if done directly, are prohibited.
Look-Back Provisions . Advisers are required to maintain a list of government entities to which the Adviser provides, or has provided, advisory services in the past 5 years, but not prior to the Rules effective date. Furthermore, the Rules look-back requirements continue to apply to an Adviser that does not currently have any government entity clients. Consequently, an Adviser that did not previously provide advisory services to a government entity and therefore had not maintained records required under this Rule, would be required to determine whether any contributions made by the firm or its covered associates, and any former covered associates, would subject the Adviser to the two-year time out period prior to the Adviser accepting compensation from a new government entity client.
The two-year time out restriction will generally apply to WCM in the event that a newly hired Covered Associate has made a prohibited contribution prior to the commencement of his or her employment if the Covered Associate solicits clients for the Adviser. The ban will apply for
5 | WCM Code of Ethics |
a look-back period of up to two years, beginning from the date of the contribution. However, if the new Covered Associate does not solicit clients on behalf of the Adviser, the two-year ban period is reduced to a maximum of six months.
As such, all newly hired Covered Associates must report to the Chief Compliance Officer, upon employment, all political contributions made two years prior to the commencement of his or her employment.
Furthermore, the two-year or six-month ban will continue to apply to the Adviser for the duration of the ban period in the event that the Covered Associate who made the relevant contribution is no longer employed by WCM. The SEC has indicated that this look-forward provision is intended to prevent a firm from channeling contributions through departing employees.
Periodically, the Chief Compliance Officer will review the list of Covered Associates, and the list of government entity clients for accuracy and compliance with the Pay-to-Play rule.
The following will be maintained by the Chief Compliance Officer for a period of five years from fiscal year end of last use, with at least two years on-site:
| Names, titles and address (business & home) of Covered Associates |
| Clients that are government entities (past 5 years, not prior to September 13, 2010) |
| All direct and indirect contributions made by adviser and covered associate (in chronological order) indicating: |
| Name and title of each contributor |
| Name and title of each recipient |
| Amount and date of each contribution or payment |
| Whether subject to exception from returned contributions |
4. | Interest in Transactions |
No supervised person, or member of his or her Immediate Family, shall engage in any transaction involving WCM if the supervised person or a member of his Immediate Family has a substantial interest in the transaction or can benefit directly or indirectly from the transaction (other than through the supervised persons normal compensation), except as specifically authorized in writing by the Chief Compliance Officer.
5. | Acting as a Registered Representative of a Broker-Dealer |
A supervised person of WCM may only act as a Registered Representative of a Broker-Dealer upon prior written approval from the Chief Compliance Officer. The Chief Compliance Officer may approve such activity, only after applicable licensing requirements have been met
6 | WCM Code of Ethics |
and appropriate disclosures have been made in Parts 1, 2A and 2B of Form ADV and the individuals Form U-4.
6. | Diversion of WCM Business or Investment Opportunity |
No supervised person shall acquire, or derive personal gain or profit from, any business or investment opportunity that comes to his or her attention as a result of his or her association with WCM, and in which he or she knows WCM or its clients might reasonably be expected to participate or have an interest, without first disclosing in writing all relevant facts to WCM, offering the opportunity to WCM or its clients, and receiving specific written authorization from the Chief Compliance Officer.
V. | GENERAL STANDARDS OF CONDUCT IN DEALING WITH CLIENTS AND PROSPECTIVE CLIENTS |
Supervised persons of WCM must adhere to the following standards at all times:
A. | Fair and Equitable Treatment of Clients |
All clients must be treated fairly and equitably. No client may be favored over another.
B. | No Guarantees Against Loss |
No supervised person may guarantee a client against losses with respect to any securities investments or investment strategies.
C. | No Guarantees or Representations as to Performance |
No guarantee may be made that a specific level of performance will be achieved or exceeded. Any mention of an investments past performance or value must include a statement that it does not necessarily indicate or imply a guarantee of future performance or value.
D. | No Legal or Tax Advice |
No supervised person may give or offer any legal or tax advice to any client regardless of whether the supervised person offering such advice is qualified to do so.
E. | No Sharing in Profits or Losses |
No supervised person may directly share in the profits or losses of a clients account.
F. | No Borrowing From or Lending To a Client |
No supervised person may borrow funds or securities from, or lend funds or securities to, any client of WCM.
G. | Supervised persons May Not Act as a Custodian of a Client |
No supervised person may act as custodian of securities, money, or other funds or property of a client.
H. | Orders May Not Be Placed Through Unlicensed Broker-Dealers or Agents |
No supervised person shall place an order to purchase or sell a security for a client through a broker-dealer or agent or any bank unless such broker-dealer or agent or bank is
7 | WCM Code of Ethics |
properly registered or is exempt from registration in the state in which the client resides.
I. | Executing Transactions or Exercising Discretion Without Proper Authorization |
No supervised person shall execute any transaction on behalf of a client or exercise any discretionary power in effecting any transaction for a client account unless WCM has (i) obtained written authority from the client and (ii) authorized the supervised persons execution of client transactions or exercise of discretionary authority with respect to that client.
VI. | PROTECTION OF MATERIAL, NONPUBLIC AND OTHER CONFIDENTIAL INFORMATION AND PREVENTION OF INSIDER TRADING AND TIPPING |
A. | Need for Policy |
WCM and its personnel have access to confidential information about clients of WCM, investment advice provided to clients, securities transactions being effected for clients accounts and other sensitive information. In addition, from time to time, WCM or its personnel may come into possession of information that is material and nonpublic (each as defined below) concerning a company or the trading market for its securities.
It is unlawful for WCM or any of its supervised persons to use such information for manipulative, deceptive or fraudulent purposes. The kinds of activities prohibited include front-running, scalping and trading on inside information. Front-Running refers to a practice whereby a person takes a position in a security in order to profit based on his or her advance knowledge of upcoming trading by clients in that security which is expected to affect the market price. Scalping refers to a similar abuse of client accounts, and means the practice of taking a position in a security before recommending it to clients or effecting transactions on behalf of clients, and then selling out the supervised persons personal position after the price of the security has risen on the basis of the recommendation or client transactions.
Depending upon the circumstances, WCM and any supervised person could be at risk of violating federal securities laws for insider trading or tipping if they advise clients concerning, or execute transactions in, securities with respect to which WCM possesses material, nonpublic information (MNPI). In addition, WCM as a whole may be deemed to possess MNPI known by any of its supervised persons, unless WCM has implemented procedures to prevent the flow of that information to others within WCM.
Section 204A of the Advisers Act requires that WCM establish, maintain and enforce written policies and procedures reasonably designed to prevent the misuse of MNPI by WCM and its supervised persons. Violations of the laws against insider trading and tipping by WCM supervised persons can expose WCM and any supervised person involved to severe criminal and civil liability. In addition, WCM and its personnel have ethical and legal responsibilities to maintain the confidence of WCMs clients, and to protect as valuable assets, confidential and proprietary information developed by or entrusted to WCM.
Although WCM respects the right of its supervised persons to engage in personal
8 | WCM Code of Ethics |
investment activities, it is important that such practices avoid any appearance of impropriety and remain in full compliance with the law and the highest standards of ethics. Accordingly, supervised persons must exercise good judgment when engaging in securities transactions and when relating to others information obtained as a result of employment with WCM. If an supervised person has any doubt whether a particular situation requires refraining from making an investment or sharing information with others, such doubt should be resolved against taking such action.
B. | General Policies and Procedures Concerning Insider Trading and Tipping |
WCM has adopted the following policies and procedures to: (i) ensure the propriety of supervised person trading activity; (ii) protect and segment the flow of material, nonpublic and other confidential information relating to client advice and securities transactions, as well as other confidential information; (iii) avoid possible conflicts of interest; and (iv) identify trades that may violate the prohibitions against insider trading, tipping, front-running, scalping and other manipulative and deceptive devices prohibited by federal and state securities laws and rules.
No supervised person of WCM shall engage in transactions in any securities while in possession of MNPI regarding such securities (so called insider trading). Nor shall any supervised person communicate such MNPI to any person who might use such information to purchase or sell securities (so called tipping). The term securities includes options or derivative instruments with respect to such securities and other securities that are convertible into or exchangeable for such securities.
1. Material
The question of whether information is material is not always easily resolved. Generally speaking, information is material where there is a substantial likelihood that a reasonable investor could consider the information important in deciding whether to buy or sell the securities in question, or where the information, if disclosed, could be viewed by a reasonable investor as having significantly altered the total mix of information available. Where the nonpublic information relates to a possible or contingent event, materiality depends upon a balancing of both the probability that the event will occur and the anticipated magnitude of the event in light of the totality of the activities of the issuer involved. Common, but by no means exclusive, examples of material information include information concerning a companys sales, earnings, dividends, significant acquisitions or mergers and major litigation. So called market information, such as information concerning an impending securities transaction, may also, depending upon the circumstances, be material. Because materiality determinations are often challenged with the benefit of hindsight, if a supervised person has any doubt whether certain information is material, such doubt should be resolved against trading or communicating such information.
2. Nonpublic
Information is nonpublic until it has been made available to investors generally. In this respect, one must be able to point to some fact to show that the information is generally public, such as inclusion in reports filed with the SEC or press releases issued by the issuer of the securities, or reference to such information in publications of general circulation such as The
9 | WCM Code of Ethics |
Wall Street Journal or other publisher.
3. | Advisory Information |
Information concerning: (i) specific recommendations made to clients by WCM; or (ii) prospective securities transactions by clients of WCM (Advisory Information) is strictly confidential. Under some circumstances, Advisory Information may be material and nonpublic.
C. | Prohibitions |
In the handling of information obtained as a result of employment with WCM and when engaging in securities transactions, WCM supervised persons:
| Shall not disclose material, nonpublic or other confidential information (including Advisory Information) to anyone, inside or outside WCM (including Immediate Family members), except to the Chief Compliance Officer or on a strict need-to-know basis and under circumstances that make it reasonable to believe that the information will not be misused or improperly disclosed by the recipient; |
| Shall refrain from recommending or suggesting that any person engage in transactions in any security while in possession of MNPI about that security; |
| Shall abstain from transactions for their own personal accounts or for the account of any client, in any security while in possession of MNPI regarding that security; and |
| Shall abstain from personal transactions in any security while in possession of Advisory Information regarding that security, except in compliance with the section for Rules Governing Personal Securities Accounts, Holdings, And Transactions By WCM Access Persons . |
D. | Protection of Material, Nonpublic Information |
No supervised person of WCM shall intentionally seek, receive or accept information that he or she believes may be material and nonpublic.
In the event that a supervised person of WCM should come into possession of information concerning any company or the market for its securities that the supervised person believes may be material and nonpublic, it is critical that such supervised person refrain from either disclosing the information to others or engaging in transactions (or recommending or suggesting that any person engage in transactions) in the securities to which such information relates. The supervised person should notify the Chief Compliance Officer immediately and file a report in Schwab CT using the Material Nonpublic Information form.
On occasion, a company may, as a means to seek investors in restricted or private-placement securities issued by it, send to WCM materials that contain material, nonpublic or other confidential information. Typically, such materials will be accompanied by a transmittal letter (and an inner, sealed package) that indicates the confidential nature of the enclosed materials and that the opening of the inner package constitutes an agreement to maintain the confidentiality of the information. In this circumstance, any WCM supervised person receiving
10 | WCM Code of Ethics |
any such materials should not open the inner package, but should immediately consult with the Chief Compliance Officer.
E. | Procedures to Safeguard Material, Nonpublic Information |
While MNPI may be encountered in many ways, there are certain areas that present a greater risk of exposure based on WCMs business practices. One such area is WCMs use of Expert Networks. To mitigate this risk, the CCO will review and confirm the adequacy of the Expert Networks controls for the protection and handling of MNPI prior to engaging their service. Also, the CCO will track all interactions (e.g., emails, calls, meetings) between WCM and the Expert Networks.
Another area of risk occurs when supervised persons meet directly with personnel of publicly traded companies. The typical (and preferred) method for interaction with a company is with C-suite or Investor Relations (IR) personnel, who are knowledgeable and have been trained regarding proper handling of MNPI. In the rare instance of interaction with anyone else at the company without the presence of C-suite or IR personnel, WCMs supervised person will ensure that we communicate that WCM invests in the equity markets and we are not interested in, nor looking to receive material nonpublic information about any publicly traded company.
If, during a phone call or meeting, a supervised person becomes aware of any information that he or she believes, or has reason to believe, may be MNPI, they should promptly end the call or meeting and immediately consult with the CCO as noted earlier. Again, the supervised person should not share such information with anyone else.
All firm trading and personal trading by supervised persons is monitored for potential use of MNPI in Schwab CT. Unusual trade activity sends an alert to the CCO, who will investigate the rationale behind the trade decision, review Expert Network activity, conduct a targeted email review, and examine trading patterns.
F. | Protection of Other Confidential Information |
Information relating to past, present, or future activities of WCM or clients that has not been publicly disclosed, shall not be disclosed to persons, within or outside of WCM, except within the guidelines of this policy. Supervised persons are expected to use their own good judgment in relating to others information in these areas.
In addition, information relating to another supervised persons medical, financial, employment, legal, or personal affairs is confidential and may not be disclosed to any person, within or outside of WCM, without the supervised persons consent or for a proper purpose authorized by the Chief Compliance Officer or an officer of WCM.
G. | Procedures to Safeguard Other Confidential Information |
In the handling of other confidential information, including Advisory Information, Supervised persons of WCM shall take appropriate steps to safeguard the confidentiality of such information. Although WCMs offices are not generally open to the public or unannounced visitors, supervised persons must still take precautions to avoid storing nonpublic personal information in plain view in potentially public areas of WCMs offices. Furthermore, supervised persons must remove nonpublic personal information from conference rooms, reception areas
11 | WCM Code of Ethics |
and other areas when not in use and always prior to a visit by any third party. Particular care should be exercised when nonpublic personal information must be discussed or reviewed in public places such as restaurants, elevators, taxicabs, trains or airplanes, where that information may be overheard or observed by third parties.
For more information and guidance see the Privacy Policy Compliance Procedures section of the Compliance Manual and the Information Security Program.
VII. | PROTECTION OF CONFIDENTIAL INFORMATION CONCERNING CLIENT RECOMMENDATIONS, ADVICE, OR TRADING AND CHINESE WALL PROCEDURES |
WCM has adopted the following policies and procedures to limit access to Advisory Information to those supervised persons of WCM who have a legitimate need to know that information:
A. | Designation of Advisory Persons |
The Chief Compliance Officer shall designate as Advisory Persons those of WCMs supervised persons who make or participate in decisions as to what advice or recommendations should be given to clients or what securities transactions should be effected for client accounts, whose duties or functions relate to the making of such recommendations or who otherwise have a legitimate need to know information concerning such matters. The Chief Compliance Officer shall maintain, and update periodically, a list of such Advisory Persons. In general, it is the firms policy to designate all supervised persons as Advisory Persons.
B. | Obligations of Advisory Persons |
In the handling of Advisory Information, Advisory Persons shall take appropriate measures to protect the confidentiality of such information. Specifically, Advisory Persons shall refrain from:
| Disclosing Advisory Information to anyone other than another Advisory Person, inside or outside of WCM (including any supervised person of an affiliate); except on a strict need-to-know basis and under circumstances that make it reasonable to believe that the information will not be misused or improperly disclosed by the recipient; and |
| Engaging in transactions or recommending or suggesting that any person (other than a WCM client) engage in transactions in any security to which the Advisory Information relates. |
C. | General Policy Concerning Non-Advisory Persons |
As a general matter, Non-Advisory Persons of WCM should not seek or obtain access to Advisory Information. In the event that a Non-Advisory Person of WCM should come into possession of Advisory Information, he or she should refrain from either disclosing the information to others or engaging in transactions (or recommending or suggesting that any person engage in transactions) in the securities to which such information relates. In the event that a Non-Advisory Person of WCM obtains Advisory Information, he or she should promptly
12 | WCM Code of Ethics |
notify the Chief Compliance Officer.
D. | Monitoring Compliance with Insider Trading and Tipping Policies and Procedures and Effectiveness of Chinese Wall Procedures |
The Chief Compliance Officer or his designee shall use Schwab CT to review initial and annual holdings reports and quarterly transaction reports for supervised person accounts. This review is designed to: (i) ensure the propriety of the supervised persons trading activity (including whether pre-approval was obtained as required by the Rules Governing Personal Securities Accounts, Holdings, And Transactions By WCM Access Persons ); (ii) avoid possible conflict situations; and (iii) identify transactions that may violate the prohibitions regarding insider trading and manipulative and deceptive devices contained in the federal and state securities laws and SEC rules. Schwab CT maintains records of review.
The Chief Compliance Officer shall report to the Principals any findings of possible irregularity or impropriety.
VIII. | RULES GOVERNING PERSONAL SECURITIES ACCOUNTS, HOLDINGS, AND TRANSACTIONS BY WCM ACCESS PERSONS |
The personal investing activities of all WCM personnel must be conducted in a manner to avoid actual or potential conflicts of interest with WCMs clients and WCM itself. No supervised person of WCM may use his or her position with WCM or any investment opportunities they learn of because of his or her position with WCM to the detriment of WCMs clients or WCM.
The following policies and procedures were adopted to meet WCMs responsibilities to clients and to comply with SEC rules. Violations may result in law enforcement action against WCM and its supervised persons by the SEC or state regulators and/or disciplinary action by WCM against any supervised person involved in the violation, including termination of employment.
All supervised persons should read these requirements carefully and be sure that they are understood. It is particularly important to understand and accept that these pre-clearance requirements may mean that a supervised person will be prohibited from purchasing or selling a particular security because of client interest in that security. This restriction on a supervised persons ability to sell a security can have a harsh impact on individual supervised persons and their Immediate Family members.
A. | Who is Covered by These Requirements |
All access persons of WCM and members of their Immediate Family who reside in their household are subject to WCMs policies and procedures governing personal securities transactions, with the limited exceptions noted below. An access person is defined as a supervised person who has access to nonpublic information regarding clients purchase or sale of securities, is involved in making securities recommendations to clients or who has access to such recommendations that are nonpublic.
B. | What Accounts and Transactions Are Covered |
These personal securities policies and procedures cover all personal securities accounts
13 | WCM Code of Ethics |
and transactions for which an access person has, or acquires, any direct or indirect beneficial ownership. For purposes of these requirements, beneficial ownership has the same meaning as in Securities Exchange Act Rule 16a-1(a)(2) . Generally, a person has beneficial ownership of a security if he or she, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect financial interest in the security. A transaction and holding by or for the account of an Immediate Family member (living in the same home with an access person) is considered the same as a transaction and holding by the access person.
According to SEC guidelines, the following exemption is permissible. The firm can trade securities for any of the WCM access person accounts as long as the securities are blocked with client trades. The securities in the trade block allocated to the access person are dollar-cost-averaged or settled at the worst price of the day. All access person trades must bear the fiduciary responsibility of putting the clients interests first.
C. | What Securities are Covered by These Requirements (Reportable Securities) |
All securities (and derivative forms thereof including options and futures contracts) are covered by these requirements except: (1) direct obligations of the U.S. government (e.g., treasury securities); (2) bankers acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt obligations, including repurchase agreements; (3) shares issued by money market funds; (4) shares of unaffiliated open-end mutual funds; (5) shares issued by unit investment trusts that are invested exclusively in one or more open-end funds; and (6) shares of Section 529 College Savings and Prepaid Tuition plans.
D. | What Transactions are Prohibited by these Requirements |
1. | Front-Running or Scalping |
Access persons of WCM are not permitted to front-run any securities transaction of a client or WCM, or to scalp by making securities recommendations for clients with the intent of personally profiting from personal holdings of or transactions in the same or related securities, as noted in the section, Protection Of Material, Nonpublic And Other Confidential Information And Prevention Of Insider Trading And Tipping .
2. | Short Sales of a Security Held by a Client |
No access person may sell short any security held in a clients account managed by WCM.
3. | Use of Confidential or Material, Nonpublic Information |
Access person may not buy or sell any security if he or she has material, nonpublic information about the security or the market for the security obtained in the course of his or her employment with WCM or otherwise, as noted in the section, Protection Of Material, Nonpublic And Other Confidential Information And Prevention Of Insider Trading And Tipping .
E. | Personal Securities Transactions Which Must Be Pre-Cleared |
Before placing any order to purchase or sell any security, or otherwise acquiring or
14 | WCM Code of Ethics |
disposing of a security, including participation in Initial Public Offerings (IPO) and limited or private offerings, a access person of WCM must pre-clear the transaction with WCMs Chief Compliance Officer, except as specifically noted below:
Pre-clearance is not required for:
| U.S. government securities; |
| U.S. government agency securities; |
| Municipal bonds |
| shares of any open-end mutual funds and securities of any other registered investment company, e.g., closed-end funds, exchange traded funds or unit investment trusts, not affiliated with or sub-advised by WCM; |
| high quality short-term debt instruments, such as bankers acceptances, commercial paper, repurchase agreements and bank certificates of deposit; |
| purchases through automatic reinvestment of dividends pursuant to a dividend reinvestment plan; |
| involuntary acquisitions or dispositions of securities, such as by inheritance or court-order upon divorce; |
| transactions effected for any account or entity over which the access person does not have or share investment control, such as a blind trust; |
| transactions in securities through an employer sponsored or other tax qualified employee benefit plan, such as a 401(k) plan; |
| purchases or sales resulting from the exercise or assignment of options; |
| purchases or sells in an access persons account which is managed and directed by WCM; |
| Index Futures, Commodity Futures, Interest Rate Futures, Index Options, Commodity Options and Interest Rate Options. |
| purchases or sales in an interns Immediate Family Members account who shares the same household as the access person, except trades that are in IPOs, private placements & limited offerings. |
| such other securities or transactions as may be added to this list of exceptions in writing by the Chief Compliance Officer. |
15 | WCM Code of Ethics |
F. | Obtaining Pre-Clearance |
To obtain pre-clearance, an access person must log into Schwab CT and submit a pre-clearance form. Most requests are automatically approved or denied based on conflicts with firm trades. The CCO will manually pre-clear access persons trades that are not able to be automatically approved or denied. In the event the CCO is unavailable or unable to pre-clear personal trades, the CCOs designated person will manually pre-clear such trades. The Chairman will pre-clear personal trades of the CCO that are not able to be automatically approved or denied. The status of a request is viewable in Schwab CT under the employee section My Pre-clearances.
A clearance is only good for the day the pre-clearance was approved . However, it may be extended by the Chief Compliance Officer for trading in non-U.S. markets or for hardship. An exception is hereby made for a hardship situation (the Hardship Exception) as follows:
| Where it appears that client interest will remain pending for at least 24 hours (and all other conditions for pre-clearance are met), the Chief Compliance Officer may approve employee access person trades in stocks held, purchased or sold for WCM clients under the conditions provided herein (the Conditions). |
| The Conditions for the Hardship Exception shall be as follows: |
| Where the access person seeking the exception is not a member of the Investment Strategy Group or the lead portfolio manager of a strategy, the Chief Compliance Officer shall obtain a ruling from the lead portfolio manager of the strategy impacted stating that client accounts (including pending client interest) will not be adversely affected by allowing the Hardship Exception. |
| Where the access person seeking the exception is a member of the Investment Strategy Group or the lead portfolio manager of a strategy, the Chief Compliance Officer shall obtain a ruling from the one of the Principals of WCM stating that client accounts (including pending client interest) will not be adversely affected by allowing the Hardship Exception. If one of the Principals is not available in a reasonable amount of time, the Chief Compliance Officer shall have the ability to make this ruling on his own. |
Failure to obtain pre-clearance places the firm at risk therefore is a consequential matter. In the event an access person fails to obtain pre-clearance, they will be notified in writing, as this is a violation of the Code of Ethics. A copy of the notice is also sent to the principals. A pattern of frequent offenses indicates a disregard for the Code and will result in termination.
G. | Identification of Securities Accounts and Reports of Securities Holdings |
Access persons must report all securities accounts (including securities accounts of Immediate Family members residing in the same household as the access person) in which the access person has any direct or indirect beneficial interest, by filing a Personal Brokerage
16 | WCM Code of Ethics |
Account Disclosure in Schwab CT. These reports must be completed, as required by the Code of Ethics Rule, Rule 204A-1 , (1) no later than 30 days after the end of each calendar quarter and (2) in the case of new access persons, within 10 days of the individual becoming an access person. The as-of date for initial reports (i.e., when an individual first becomes an access person) must not be older than 45 days.
Accounts with reportable securities . Reports for securities accounts holding reportable securities must contain:
1. | The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each reportable security; |
2. | The name of any broker, dealer or bank with which the access person maintains an account in which any securities are held for the access persons direct or indirect benefit; and |
3. | The date the access person submits the report. |
Accounts without reportable securities . Reports for securities accounts holding securities excluded from the list of reportable securities requires only the name of any broker, dealer or bank with which the access person maintains an account and the date the access person submits the report.
Securities accounts linked to Schwab CT satisfy these reporting requirements for the periods in which the account is linked. If a securities account can not be linked to Schwab CT or there is a period of time that the account is not linked, the information noted above must be manually entered into the form within Schwab CT, or, with approval, e-mailed to the Chief Compliance Officer.
These reports are reviewed by the Chief Compliance Officer or his designee. The reports of the Chief Compliance Officer are reviewed by the Chairman and/or his designee.
If an access person has no securities accounts or holdings to report, they must affirm so through a quarterly affirmation via Schwab CT.
Late reporting is considered a violation of the Code of Ethics and SEC Rule, is not acceptable and will not be tolerated by WCM. This can lead to disciplinary action against an access person, including possible termination.
H. | Reporting of Securities Transactions |
SEC rules impose strict requirements on WCM and its access persons with respect to the reporting of personal securities transactions. Access persons must submit quarterly reports of all personal securities transactions (including securities accounts of Immediate Family members residing in the same household as the access person) in which the access person has a beneficial interest, by filing a transaction report in Schwab CT. This report must be filed no later than 30 days after the end of each calendar quarter as required by the Code of Ethics Rule, Rule 204A-1 .
17 | WCM Code of Ethics |
Transactions of reportable securities . Reports for transactions of reportable securities must contain:
1. | the date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each reportable security involved the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); |
2. | the price of the security at which the transaction was effected; the name of the broker, dealer or bank with or through which the transaction was effected; and the date the access person submits the report. |
Transactions of non-reportable securities. These transactions do not need to be reported.
Securities accounts linked to Schwab CT satisfy these reporting requirements for the periods in which the account is linked. If a securities account can not be linked to Schwab CT or there is a period of time that the account is not linked, the information noted above must be manually entered into the form within Schwab CT, or, with approval, e-mailed to the Chief Compliance Officer.
These personal securities transaction reports will be reviewed by the Chief Compliance Officer or his designee. The reports of the Chief Compliance Officer will be reviewed by the Chairman and/or his designee.
If an access person has no reportable securities transactions to report, they must affirm so through a quarterly affirmation via Schwab CT.
Late reporting is considered a violation of the Code of Ethics and SEC Rule, is not acceptable and will not be tolerated by WCM. This can lead to disciplinary action against an access person, including possible termination.
I. | Confidentiality of Personal Securities Information |
Access to reports of personal securities transactions, securities holdings, securities accounts, duplicate confirmations and account statements will be restricted to the Chief Compliance Officer and such other persons as WCM may designate to assist the Chief Compliance Officer with review of the reports and pre-clearance. All such materials will be kept confidential, subject to the right of inspection by the SEC or other government agencies, outside counsel for compliance purposes, and WCMs Principals.
J. | Waivers |
The Chief Compliance Officer may, in his discretion, after consultation with the Principals, waive compliance by any person with any of the restrictions and pre-clearance requirements set forth herein, if the Principals finds that such a waiver: (i) is necessary to alleviate hardship in view of unforeseen circumstances or is otherwise appropriate under all of the relevant facts and circumstances; (ii) will not be inconsistent with the purposes of WCMs policies and procedures governing personal securities transactions; (iii) will not adversely affect
18 | WCM Code of Ethics |
the interests of clients or WCM; and (iv) is not likely to permit a transaction or conduct that would violate provisions of applicable laws or rules.
Any waiver shall be in writing, be signed and dated by the Chief Compliance Officer and shall state the basis for the waiver. The Chief Compliance Officer shall promptly send a copy of the waiver to the Principals and shall maintain a copy in the Compliance program folders.
X. | REPORTING TO THE MUTUAL FUND BOARD |
No less frequently than quarterly, the Chief Compliance Officer will furnish to the Board of Directors of all mutual funds managed by WCM, a written report that:
| Describes any issues arising under the Code of Ethics since the last report to the Board of Directors, including, but not limited to, information about material violations of the Code of Ethics, or procedures and sanctions imposed in response to any material violations; and |
| Certification that WCM has adopted procedures reasonably necessary to prevent access persons from violating the Code of Ethics. |
The Chief Compliance Officer will furnish to the Board of Directors of all mutual funds managed by WCM, a copy of the Code of Ethics and any material changes to the Code of Ethics.
19 | WCM Code of Ethics |
EX-28.p.21
|
PERSONAL INVESTING
The inherent nature of MFS services in selecting and trading securities has the potential to create a real or apparent conflict of interest with your personal investing activities. As a result, every individual subject to this policy has a fiduciary duty to avoid taking personal advantage of any knowledge of our clients investment activities. |
Applies to
All MFS full-time, part-time, and temporary employees globally
All MFS contractors, interns, and co-ops who have been notified by Compliance that they are subject to this policy
All MFS entities
Questions?
CodeOfEthics@mfs.com Compliance Helpline, x54290 Katerina Kritikos, x55837 Ryan Erickson, x54430
For more information on administration such as regulatory authority, supervision, interpretation and escalation, monitoring, related polices, amendment, recordkeeping please click this link . |
Following the letter and spirit of the rules in this policy is central to meeting client expectations and ensuring that we remain a trusted and respected firm. |
MFS ® Code of Ethics Policy
October 31, 2016
RULES THAT APPLY TO EVERYONE
Your Fiduciary Duty
Always place client interests ahead of your own.
You must never:
| Take advantage of your position at MFS to misappropriate investment opportunities from MFS clients. |
| Seek to defraud an MFS client or do anything that could have the effect of creating fraud or manipulation. |
| Mislead a client. |
Account Reporting Obligations
Make sure you understand which accounts are reportable accounts. To determine whether an account is reportable, ask the following questions:
1. Is the account one of the following?
| A brokerage account. |
| Any other type of account (such as Employee Stock Option Plans or Employee Stock Purchase Plans) in which you have the ability to hold or trade reportable securities (see the list of reportable securities on page 7). |
| Any account, including MFS-sponsored retirement plans, that holds a reportable fund (see definition of reportable fund on page 7 and a list of these funds on the Online Compliance System). |
2. Is any of the following true?
| You beneficially own the account. |
| The account is beneficially owned by a member of your household (such as a spouse or domestic partner, or any parent, sibling, or child who lives with you). |
| The account is beneficially owned by anyone who claims you as a tax deduction, or whom you claim as a tax deduction. |
| The account is controlled by you or another member of your household, (other than to fulfill duties of employment). |
If you answered yes to BOTH questions, the account is reportable.
Helpful to Know
Beneficial Ownership
The concept of beneficial ownership is broader than outright ownership. Anyone who is in a position to benefit from the gains or income from, or who controls, an account or investment is considered to have beneficial ownership. See examples on page 6.
Ensure that MFS receives account statement for all your reportable accounts. Depending on the type of account or your location, you may need to provide them to Compliance directly yourself.
Promptly report any newly opened reportable account or any existing account that has become reportable. This includes accounts that become reportable accounts through life events, such as marriage, divorce, power of attorney, or inheritance.
ADDITIONAL REQUIREMENT FOR US EMPLOYEES
Does not include interns, contractors, co-ops, or temporary employees.
Maintain your reportable accounts at an approved broker. When you join MFS, if you have accounts at non- approved brokers you must close them or move them to an approved broker (list available on the Online Compliance System).
In rare cases, if you file a request that includes valid reasons for an exception, we may permit you to maintain a reportable account at a broker not on the approved broker list (for instance, if you have a fully discretionary account).
Helpful to Know
Discretionary Accounts
Discretionary accounts (accounts that are managed for you by a third-party registered investment adviser) are reportable, but with approval from Compliance they are subject to these different requirements:
| They are exempt from quarterly transaction and annual holdings certifications (though you must still provide account statements). |
| They are exempt from the Access Person and Research Analyst/Portfolio Manager trading rules (such as the rules concerning pre-clearance and the 60-day holding period) (pgs. 4-5), but you still must obtain pre-approval to invest in an IPO or private placement. |
| They are exempt from certain Ethical Personal Investing trading rules such as excessive trading and trading of MFS funds. (pg. 3) |
Personal Investing page 2
Securities Reporting Obligations
Make sure you understand which securities are reportable securities. This includes most stocks, bonds, MFS funds, exchange-traded funds (ETFs), futures, options, structured products, private placements, and other unregistered securities even if they are not held in a reportable account. See the table on page 7.
Report all applicable transactions and holdings reports in a timely manner. Use the Online Compliance System and submit all reports by these deadlines.
| Initial Holdings Reports: submit within 10 calendar days of hire or upon an access level change. Information about these holdings must be no more than 45 days old when submitted. |
| Quarterly Transaction Report: submit within 30 days of the end of each calendar quarter. |
| Annual Holdings Report: submit within 30 days of the end of each calendar year. |
Note that you must file each report even if no transactions or other changes occurred during the time period.
The reports do NOT need to include:
| Transactions or holdings in non-reportable securities. |
| Transactions or holdings in discretionary accounts for which there is an approval on file with Compliance. |
| Involuntary transactions, such as automatic investment plans, dividend reinvestments, etc. |
ADDITIONAL REQUIREMENTS FOR APPOINTED REPRESENTATIVES IN SINGAPORE
Provide a copy of the contract note for any trade of any security, including reportable securities and non- reportable securities, to Singapore Compliance, within 7 days of the trade. Check with Singapore Compliance on the information you must provide.
Ethical Personal Investing
Never trade securities based on improper use of information, and never help anyone else to do so. This includes any trade based on:
| Information about the investments of any MFS client, including front-running and tailgating (trading just before or just after a similar trade for a client account). |
| Confidential information or inside information (information about the issuer of a security, or the security itself, that is both material and non-public). |
Do not trade excessively. At MFS, personal trading is a privilege, not a right. It should never interfere with your job performance. MFS may limit the number of trades you are allowed during a given period, or may discipline you for trading excessively. In addition, frequent trading in MFS funds may trigger other penalties, as described in the relevant fund prospectuses.
Do not accept investment discretion over accounts that are not yours. In limited circumstances, and with advance approval from Compliance, you may be allowed to assume power of attorney relating to financial or investment matters for another person or entity.
If you become an executor or trustee of an estate and it involves control over a securities account, you must notify Compliance upon assuming the role and you must meet any reporting or pre-clearance obligations that apply.
Do not participate in any investment contest or club. This applies whether or not any compensation or prize is awarded.
Do not invest in MFS-subadvised ETFs. For a full list of these funds, see the Online Compliance System.
Make any investments in MFS open-end funds directly through MFS (or another entity MFS may designate) unless you have received an exception from Compliance.
Do not participate in initial public offerings (IPOs) or other limited offerings securities except with advance approval from MFS. This rule includes initial, secondary and follow-on offerings of equity securities and closed-end funds and new issues of corporate debt securities.
To request approval for an IPO or secondary offering, enter an Initial Public Offering Request using the Online Compliance System. Note that approval is not typically granted, and when granted, typically involves strict limits.
Personal Investing page 3
Never use a derivative, or any other instrument or technique, to get around a rule. If an investment transaction is prohibited, then you are also prohibited from effectively accomplishing the same thing by using futures, options, ETFs, or any other type of financial instrument.
ADDITIONAL REQUIREMENT FOR UK-BASED PERSONNEL
Never engage in spread betting of financial markets. This includes any wagering on market spreads or behaviors and any off-exchange trading.
RULES THAT APPLY ONLY TO ACCESS PERSONS
Which Access Level Are You?
Access Persons Most MFS personnel, including all officers and directors, are designated as Access Persons. You should consider yourself an Access Person unless it has been communicated to you by Compliance that you are not.
Research Analysts and Portfolio Managers In addition to the rules for Access Persons, these individuals are subject to additional rules, as noted on the following pages.
Compliance may designate other personnel as Access Persons. This may include officers and directors of MFS and MFS mutual funds; consultants, contractors, and interns who provide services to MFS; and employees of Sun Life Financial Inc. You can view your Access Level designation on the Online Compliance System.
Pre-Clearing Personal Trades
Make sure you understand which securities require pre-clearance. Note that there are some differences between which securities require pre-clearance and which must be reported. See the table on page 7 of this policy.
Pre-clear all personal trades in applicable securities. Request pre-clearance on the day you want to place the trade. Enter your request using the Online Compliance System. Remember that you must pre-clear trades for all of your reportable accounts (such as those of a spouse or domestic partner).
Once you have requested pre-clearance, wait for a response. Do NOT place any trade order until you have received notice of approval for that trade. Note that pre-clearance requests can be denied at any time and for any reason.
Pre-clearance approvals expire at the end of the trading day on which they are issued.
Helpful to Know
Changes in Job Status
When changing jobs within MFS, ensure that you understand the rules that apply to you. Confirm with your new manager and Compliance what your access level is and what restrictions and requirements apply to you.
When going on leave, you must continue to comply with this policy.
Obtain advance approval for any investments in private placements or other unregistered securities, or in PIPES. This includes private placements (investments in private companies), private investment in public equity securities (PIPES), hedge funds, crowdfunding or crowdsourcing investments, pooled vehicles (such as partnerships), and other similar investments.
Before investing, enter a Private Placement/Unregistered Securities Approval Request using the Online Compliance System, and do not act until you have received approval.
Helpful to Know
Not Recommended: Good-Til-Canceled Orders and Buying on Margin
These practices can create significant risk of policy violations. Good-til-canceled orders may execute after your pre-clearance approval has expired. Placing day orders avoids this risk. With margin, you might not be able to get pre-clearance approval for those securities you wish to sell to meet a margin call.
Personal Investing page 4
Limits to Personal Investment Practices
Do not take an uncovered short position. This includes selling securities short, buying puts without a corresponding long position, and writing naked calls.
Do not buy and then sell (or sell and then buy) at a profit the same or equivalent reportable security within 60 calendar days. Japan-based personnel: see rule with higher standard below. MFS may interpret this rule very broadly. For example, it may look at transactions across all of your reportable accounts, and may match trades that are not of the same size, security type, or tax lot. Any gains realized in connection with these transactions must be surrendered. Note that this rule does not apply to securities that are not subject to pre-clearance, to accounts where a registered investment adviser has investment discretion, or involuntary transactions.
ADDITIONAL REQUIREMENTS FOR RESEARCH ANALYSTS
including Research Associates and Portfolio Managers who may write research notes
Never trade personally while in possession of material information about an issuer you have researched or been assigned to research unless you have already communicated the information in a research note. Japan- based personnel: see rule with higher standard below.
Understand and fulfill your duties with regard to research recommendations. You have an affirmative duty to provide unbiased and timely research recommendations in a research note. You must:
| Disclose trading opportunities for client accounts prior to trading personally in any securities of that issuer. |
| Provide a research recommendation if a security is suitable for the client accounts even if you have already traded the security personally or if making such a recommendation would create the appearance of a conflict of interest. |
ADDITIONAL REQUIREMENTS FOR PORTFOLIO MANAGERS
including Research Analysts assigned to a fund as a Portfolio Manager
Never personally trade a security within 7 calendar days before or after a client account that you manage trades the same or an equivalent security. In practice, this means:
| Contacting Compliance promptly when deciding to make a portfolio trade in any security you have personally traded within the past 7 calendar days (but do not refrain from making a trade that is suitable for a client account even if you have traded the security personally). |
| Refraining from personally trading any reportable securities you think any of your client accounts might wish to trade within the next 7 calendar days. |
| Delaying personal trades in any reportable securities your client accounts have traded until the 8calendar day after the most recent trade by a client account (or longer, to be certain of avoiding any appearance of conflict of interest). |
Never buy and then sell (or sell and then buy), within 14 calendar days, any shares of a fund you manage.
Contact Compliance before any fund you manage invests in any securities of an issuer whose private securities you own. You will need to disclose your private interest and assist Compliance in performing an independent review.
ADDITIONAL REQUIREMENTS FOR JAPAN-BASED PERSONNEL
Do not buy and then sell (or sell and then buy) the same or equivalent reportable security within 6 months.
Never trade personally in any security you have researched in the prior 30 days or are scheduled to research in the future.
Personal Investing page 5
ADDITIONAL INFORMATION FOR ALL PERSONNEL SUBJECT TO THIS POLICY
Beneficial Ownership: Practical Examples
Accounts of Parents or Children
| You share a household with one or both parents and you do not provide any financial support to the parent: you are not a beneficial owner of the parents accounts and securities. |
| You share a household with one or more of your children, whether minor or adult, and you provide financial support to the child: you are a beneficial owner of the childs accounts and securities. |
| You have a child who lives elsewhere whom you claim as a dependent for tax purposes: you are a beneficial owner of the childs accounts and securities. |
Accounts of Domestic Partners or Roommates
| You are a joint owner or named beneficiary on an account of which a domestic partner is an owner: you are a beneficial owner of the domestic partners accounts and securities. |
| You provide financial support to a domestic partner, either directly or by paying any portion of household costs: you are a beneficial owner of the domestic partners accounts. |
| You have a roommate: generally, roommates are presumed to be temporary and to have no beneficial interest in one anothers accounts and securities. |
UGMA/UTMA Accounts
| Either you or your spouse is the custodian of an Uniform Gift/ Trust to Minor Account (UGMA/UTMA) for a minor, and one or both of you is a parent of the minor: you are a beneficial owner of the account. (If someone else is the custodian, you are not a beneficial owner.) |
| Either you or your spouse is the beneficiary of an UGMA/UTMA account and is of majority age (for instance, 18 years or older in Massachusetts): you are a beneficial owner of the account. |
Transfer on Death (TOD) Accounts
| You automatically become the registered owner upon the death of the prior account owner: you are a beneficial owner as of the date the account is re-registered in your name, but not before. |
Trusts
| You are a trustee for an account whose beneficiaries are not immediate family members: beneficial ownership is determined on a case-by-case basis, including whether it constitutes an outside business activity (see the Outside Activities & Affiliations Policy). |
| You are a trustee for an account and you or a family member is a beneficiary: you are a beneficial owner of the account. |
| You are a beneficiary of the account and can make investment decisions without consulting a trustee: you are a beneficial owner of the account. |
| You are a beneficiary of the account but have no investment control: you are a beneficial owner as of the date the trust is distributed, but not before. |
| You are the settlor of a revocable trust: you are a beneficial owner of the account. |
| Your spouse or domestic partner is a trustee and a beneficiary: beneficial ownership is determined on a case-by-case basis. |
Investment Powers over an Account
| You have power of attorney over an account: you are a beneficial owner as of the date you assume control of the trading or investment decisions on the account, but not before. |
| You have investment discretion over an account that holds, or could hold, reportable securities: you are a beneficial owner of the account, regardless of the location, account type, or the registered owner(s). |
| You are serving in a role that allows or requires you to delegate investment discretion to an independent third party: beneficial ownership is determined on a case-by-case basis. |
Helpful to Know
How We Enforce This Policy
Compliance is responsible for interpreting and enforcing this policy. Exceptions may only be granted by Compliance. In that capacity, Compliance reviews and monitors transactions and reports, and also investigates potential violations.
The Employee Conduct Oversight Committee reviews potential violations and where it determines that a violation has occurred, it will usually impose a penalty. These may range from a warning letter to a fine, requirement to surrender profits, or termination of employment, among other possibilities.
Personal Investing page 6
Funds
|
||||
Money market funds (MFS or other) | ||||
Open-end funds that are managed, advised, or underwritten by MFS (and are not money market funds) | ✓ | |||
Open-end funds that are managed, advised, or underwritten by any firm other than MFS | ||||
529 Plans holding MFS funds | ✓ | |||
Closed-end funds (including MFS closed-end funds) | ✓ | ✓ | ||
Exchange-traded funds (ETFs) and exchange-traded notes (ETNs), including options, futures, structured notes or other derivatives related to these exchange-traded securities | ✓ | |||
Private funds | ✓ | ✓* | ||
Equities
|
||||
Sun Life Financial Inc. (publicly traded shares) | ✓ | ✓ | ||
Equity securities, including Real Estate Investment Trusts (REITS), and including options, futures and structured notes on equities | ✓ | ✓ | ||
Fixed Income
|
||||
Corporate bond securities | ✓ | ✓ | ||
Municipal bond securities | ✓ | ✓ | ||
US Treasury Securities and other obligations backed by the good faith and credit of the US government | ||||
Debt obligations that are NOT backed by the good faith and credit of the US government (such as Fannie Mae, Freddie Mac, Federal Home Loan Banks, Federal Farm Credit Banks and Tennessee Valley Authority) | ✓ | ✓ | ||
Foreign government securities | ✓ | ✓ | ||
Variable rate demand obligations and municipal floaters | ||||
Money market instruments, such as certificates of deposit and commercial paper | ||||
Other Types of Assets
|
||||
Initial and subsequent investments in any private placement or other unregistered securities (including real estate limited partnerships or cooperatives) | ✓ | ✓* | ||
Foreign currency (including options and futures on foreign currency) | Only if notified by Compliance | |||
Commodities (including options and futures on commodities) | ✓ | |||
Private MFS stock and private shares of Sun Life of Canada (US) Financial Services Holdings, Inc. | ||||
Limited offerings, IPOs, secondary offerings | ✓ | ✓* | ||
Other Types of Transactions
|
||||
Involuntary transactions (see definition below) | ||||
Gifts of securities, including charitable donations, transfers, and inheritances | ✓ |
* | Must be pre-cleared directly with Compliance, not through the Online Compliance System. |
Terms with Special Meanings
Within this policy, the following terms carry the specific meanings indicated below.
involuntary transaction Transactions that are not under your direct or indirect influence or control, such as automatic investment plans, dividends and dividend reinvestments, corporate actions (such as stock splits, reverse splits, mergers, consolidations, spin-offs, and reorganizations), exercise of a conversion or redemption right, or automatic expiration of an option. |
reportable funds Any fund for which MFS acts as investment advisor, sub-advisor, or principal underwriter including MFS retail funds, MFS Variable Insurance Trust and MFS Meridian funds. See the Online Compliance System home page for the list of reportable funds. |
Personal Investing page 7