As filed with the Securities and Exchange Commission on August 29, 2019
1933 Act File No. 33-20673
1940 Act File No. 811-05514
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 | ☒ | |
Pre-Effective Amendment No. | ☐ | |
Post-Effective Amendment No. 151 | ☒ |
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 | ☒ | |
Amendment No. 152 | ☒ |
WILMINGTON FUNDS
(Exact Name of Registrant as Specified in Charter)
1100 North Market Street, 9th floor
Wilmington, Delaware 19890
(Address of Principal Executive Offices)
1-800-836-2211
(Registrants Telephone Number)
John McDonnell
Wilmington Funds Management Corporation
1100 North Market Street, 9th Floor
Wilmington, Delaware 19890
(Name and Address of Agent for Service)
Notices should be sent to the Agent for Service
With a copy to:
Alison Fuller, Esq.
Stradley Ronon Stevens & Young, LLP
1250 Connecticut Avenue, N.W., Suite 500
Washington, DC 20036
It is proposed that this filing will become effective:
☐ |
immediately upon filing pursuant to paragraph (b) |
☒ |
on August 31, 2019 pursuant to paragraph (b) |
☐ |
60 days after filing pursuant to paragraph (a) (i) |
☐ |
on pursuant to paragraph (a) (i) |
☐ |
75 days after filing pursuant to paragraph (a)(ii) |
☐ |
on pursuant to paragraph (a)(ii) of Rule 485. |
If appropriate, check the following box:
☐ |
This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
August 31, 2019
WILMINGTON FUNDS
Equity Funds
Wilmington Large-Cap Strategy Fund Class I (WMLIX)
Wilmington International Fund Class A (WINAX) / Class I (WINIX)
Alternatives Fund
Wilmington Global Alpha Equities Fund Class A (WRAAX) / Class I (WRAIX)
Asset Allocation Funds
Wilmington Real Asset Fund Class A (WMMRX) / Class I (WMRIX)
Wilmington Diversified Income Fund Class A (WDIAX) / Class I (WDIIX) |
Fixed Income Funds
Wilmington Intermediate-Term Bond Fund Class A (WIBAX) / Class I (WIBIX)
Wilmington Broad Market Bond Fund Class A (WABMX) / Class I (WIBMX)
Wilmington Short-Term Bond Fund Class A (WSBAX) / Class I (WISBX)
Wilmington Municipal Bond Fund Class A (WTABX) / Class I (WTAIX)
Wilmington New York Municipal Bond Fund Class A (WNYAX) / Class I (WNYIX)
Money Market Funds
Wilmington U.S. Government Money Market Fund
Service Class (WGSXX) / Administrative Class (WAGXX)
Wilmington U.S. Treasury Money Market Fund
Service Class (WTSXX) / Administrative Class (WTAXX)
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Beginning on or about January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of your Funds shareholder reports will no longer be sent to you by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker/dealer, bank, or insurance company. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and will be provided with a link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you do not need to take any action. You may elect to receive shareholder reports and other communications from the Wilmington Funds electronically by contacting your financial intermediary or, if you are a direct investor, by calling 1-800-836-2211. Please note that not all financial intermediaries may offer this service.
You may elect to receive paper copies of all future prospectuses free of charge. If you hold accounts through a financial intermediary, you may contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you are a direct investor, you can inform the Wilmington Funds that you wish to continue receiving paper copies of your prospectuses by contacting us at 1-800-836-2211. Your election to receive shareholder reports in paper will apply to all Funds held directly with the Wilmington Funds and may apply to all Funds held with your financial intermediary.
Managed by Wilmington Funds Management Corporation (WFMC or the Advisor). These securities have not been approved or disapproved by the Securities and Exchange Commission, nor has the Securities and Exchange Commission determined whether this prospectus is accurate and complete. Any representation to the contrary is a criminal offense.
Wilmington Large-Cap Strategy Fund Summary | 1 | |||
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Wilmington International Fund Summary | 4 | |||
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Wilmington Global Alpha Equities Fund Summary | 8 | |||
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Wilmington Real Asset Fund Summary | 13 | |||
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Wilmington Diversified Income Fund Summary | 20 | |||
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Wilmington Intermediate-Term Bond Fund Summary | 26 | |||
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Wilmington Broad Market Bond Fund Summary | 30 | |||
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Wilmington Short-Term Bond Fund Summary | 34 | |||
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Wilmington Municipal Bond Fund Summary | 38 | |||
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Wilmington New York Municipal Bond Fund Summary | 42 | |||
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Wilmington U.S. Government Money Market Fund Summary | 46 | |||
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Wilmington U.S. Treasury Money Market Fund Summary | 49 | |||
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Additional Information About Investment Goals, Strategies and Risks of the Funds and the Underlying Funds | 52 | |||
Who Manages the Funds? | 76 | |||
How are Shares Priced? | 82 | |||
How to Purchase, Redeem and Exchange Shares | 84 | |||
Frequent Trading Policies | 89 |
Account and Share Information | 90 | |||
Dividends, Distributions, and Taxes | 91 | |||
Financial Highlights | 95 | |||
For More Information About Wilmington Funds | back cover |
The Fund seeks to achieve long-term capital appreciation.
This table describes the fees and expenses that you may pay if you buy and hold the Funds Class I Shares.
Shareholder Fees
(Fees paid directly from your investment)
Class I | ||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) |
None | |||
Maximum Deferred Sales Charge (Load) | None | |||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) | None | |||
Redemption Fee | None | |||
Exchange Fee | None |
Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
Class I | ||||
Management Fee | 0.50% | |||
Distribution and/or Service (12b-1) Fees | None | |||
Other Expenses | 0.39% | |||
Total Annual Fund Operating Expenses | 0.89% | |||
Fee Waivers and/or Expense Reimbursements(1) | -0.64% | |||
Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement | 0.25% |
(1) | The Funds Advisor, distributor and shareholder services provider have agreed to waive their fees and/or reimburse expenses so that the total annual fund operating expenses paid by the Funds Class I Shares will not exceed 0.25%, not including the effects of taxes or other extraordinary expenses. This waiver may be amended or withdrawn after August 31, 2020, or with the agreement of the Funds Board of Trustees. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Funds Class I Shares for the time periods indicated and then redeem all of your Shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The costs for the Fund reflect the net expenses of the Fund that result from the fee waiver/expense reimbursement in the first year only. Although your actual costs and returns
may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class I |
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Expenses assuming redemption |
$ | 26 | $ | 220 | $ | 430 | $ | 1,037 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 13% of the average value of the portfolio.
Principal Investment Strategies of the Fund
Under normal circumstances, the Fund invests at least 80% of the value of its net assets in a diversified portfolio of U.S. equity (or equity-related) securities of large-cap companies (primarily common stocks). Large-cap companies are companies that have a market capitalization at the time of purchase at least equal to that of the smallest company in the Russell 1000 Index ($0.6 billion as of June 30, 2019), or at least equal to that of the smallest company expected to be included in the Russell 1000 Index after its next scheduled reconstitution.
The Funds investment advisor determines the tactical allocation of the Funds assets based on forecasts of asset risk and return profiles derived from a combination of fundamental, quantitative and macroeconomic inputs. The tactical allocations may be based on one or more factors, such as economic sector, industry, investment style (e.g., growth or value), market capitalization (e.g., mega-cap or large/midcap), or security valuation measure (e.g., price/earnings ratio). Currently, the investment advisors tactical allocation is based primarily on the economic sectors of the Funds benchmark index (Russell 1000 Index).
Once the investment advisor determines the tactical allocations, the sub-advisor uses quantitative models to construct a portfolio by investing in a representative sample of securities having the factor characteristic, or belonging to the sector/industry of the benchmark index (or another index of large-capitalization companies) to which the investment adviser has made an allocation, weighted in accordance with that allocation. The return for each component of the portfolio is intended to correlate closely with the return for the corresponding component of the applicable benchmark index. The sub-advisor will use quantitative analytical tools to rebalance the portfolio and to make buy and sell decisions
PROSPECTUS / August 31, 2019 | 1 |
WILMINGTON LARGE-CAP STRATEGY FUND
on individual securities. There is no assurance that the sub-advisors investment performance will equal or exceed that of the benchmark index.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns include:
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Asset Allocation Risk. The Advisors allocation decisions among various categories of investments may not anticipate market trends successfully. The Advisor may make less than optimal or poor asset allocation decisions. The Advisor attempts to identify investment allocations that will provide consistent, quality performance for the Fund, but there is no guarantee that the allocations will produce the desired results. The Fund could underperform in comparison to other funds with a similar benchmark or similar objectives and investment strategies and you could lose money on your investment in the Fund as a result of these allocation decisions. |
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Style/Sector/Factor Risk. Different investment styles and factors tend to shift in and out of favor depending on market conditions and investor sentiment. The Funds approach to investing on the basis of sector and/or industry selection, factor selection, or style could cause it to underperform other stock funds that employ a different basis for investing. |
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Stock Market Risk. The value of equity securities in the Funds portfolio will fluctuate and, as a result, the Funds share price may decline suddenly or over a sustained period of time. |
As with any mutual fund investment, loss of money is a risk of investing. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
The returns presented for the Fund for periods prior to March 9, 2012 reflect the performance of a former series of WT Mutual Fund, also known as the Wilmington Large-Cap Strategy Fund (the Predecessor Fund). The Fund adopted the performance of the Predecessor Fund as the result of a reorganization in which the Fund acquired all of the assets, subject to the liabilities, of the Predecessor Fund. The Fund and the Predecessor Fund have substantially similar investment goals and strategies.
The bar chart and table immediately following show the variability of the Funds returns and are meant to provide some indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year, with respect to its Class I Shares, and by showing how the Funds average annual total returns for 1, 5 and 10 years or the life of the Fund compare with those of a broad measure of market performance. The Funds past performance (before and after taxes) is not necessarily an indication
of how the Fund will perform in the future. Updated performance information is available at www.wilmingtonfunds.com.
Annual Total Returns Class I Shares
Best Quarter 15.31% 6/30/2009
Worst Quarter (14.68)% 9/30/2011 |
The Funds Class I Shares total return for the six-month period from January 1, 2019 to June 30, 2019 was 18.64%.
Average Annual Total Returns
(For the periods ended December 31, 2018)
1 Year | 5 Years | 10 Years | ||||||||||
Class I Shares |
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Return Before Taxes |
-4.93% | 8.24% | 12.55% | |||||||||
Return After Taxes on Distributions |
-6.27% | 7.01% | 11.75% | |||||||||
Return After Taxes on Distributions and Sale of Fund Shares |
-1.87% | 6.36% | 10.42% | |||||||||
Russell 1000 Index (reflects no deduction for fees, expenses or taxes) |
-4.78% | 8.21% | 13.28% |
After-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not
2 | August 31, 2019 / PROSPECTUS |
WILMINGTON LARGE-CAP STRATEGY FUND
reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds Fund shares in a tax-advantaged account, such as an individual retirement account or a 401(k) plan.
Investment Advisor
Wilmington Funds Management Corporation (WFMC)
Investment Sub-Advisor
Wilmington Trust Investment, Advisors, Inc. (WTIA)
Portfolio Managers | Title |
Service Date (with the Fund) |
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Matthew D. Glaser | Group Vice President and Head of Equity and Non-Traditional Investments at WTIA | 2016 | ||
Andrew H. Hopkins, CFA, CPA | Administrative Vice President and Head of Equity Research at WTIA | 2011 | ||
Karen Purzitsky, CFA | Vice President and Senior Quantitative Research Analyst at WTIA | 2015 |
Purchase and Sale of Fund Shares
Requests to purchase or redeem Fund Shares are processed on each day that the New York Stock Exchange (NYSE) is open for business. You may purchase or redeem Shares by contacting the Fund at 1-800-836-2211. If you invest through a financial intermediary, please contact that intermediary regarding purchase and redemption procedures.
Minimum Initial Investment Amount (Class I):* | $ | 100,000 | ||
Minimum Subsequent Investment Amount: | $ | 25 |
* | Other restrictions may apply. See Purchasing Shares in the Prospectus for further information. |
The minimum initial and subsequent investment amounts may be waived or lowered from time to time.
The distributions you receive from the Fund are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-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.
Additional Payments to Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies (such as the Advisor) may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your sales person or visit your financial intermediarys website for more information.
PROSPECTUS / August 31, 2019 | 3 |
WILMINGTON INTERNATIONAL FUND SUMMARY
The Fund seeks to provide long-term capital appreciation, primarily through a diversified portfolio of non-U.S. equity securities.
This table describes the fees and expenses that you may pay if you buy and hold the Funds Class A Shares and Class I Shares. Acquired Fund Fees and Expenses are expenses incurred indirectly by the Fund through its ownership of shares in other investment companies, such as business development companies. Business development company expenses are similar to the expenses paid by any operating company held by the Fund and are reflected in the business development companys total operating expense ratio. They are not direct costs paid by Fund shareholders and are not used to calculate the Funds net asset value. They have no impact on the costs associated with fund operations. Acquired Fund Fees and Expenses are not included in the Funds financial statements, which provide a clearer picture of a funds actual operating costs. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Wilmington Funds. More information about these and other discounts is available from your financial professional and in the Funds prospectus in the section entitled How are shares priced? on page 82 of this prospectus.
Shareholder Fees
(Fees paid directly from your investment)
Class A | Class I | |||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) |
5.50% | None | ||||||
Maximum Deferred Sales Charge (Load) | None | None | ||||||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) | None | None | ||||||
Redemption Fee | None | None | ||||||
Exchange Fee | None | None |
Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
Class A | Class I | |||||||
Management Fee | 0.81% | 0.81% | ||||||
Distribution and/or Service (12b-1) Fees | 0.25% | None | ||||||
Other Expenses | 0.45% | 0.45% | ||||||
Acquired Fund Fees and Expenses | 0.02% | 0.02% | ||||||
Total Annual Fund Operating Expenses | 1.53% | 1.28% | ||||||
Fee Waivers and/or Expense Reimbursements(1) | -0.53% | -0.41% | ||||||
Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement | 1.00% | 0.87% |
(1) | The Funds Advisor, distributor and shareholder services provider have agreed to waive their fees and/or reimburse expenses so that the total annual fund operating expenses paid by the Funds Class A Shares and Class I Shares will not exceed 0.98% and 0.85%, respectively, not including the effects of acquired fund fees and expenses, taxes or extraordinary expenses. This waiver may be amended or withdrawn after August 31, 2020, or with the agreement of the Funds Board of Trustees. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Funds Class A Shares and Class I Shares for the time periods indicated and then redeem all of your Shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The costs for the Fund reflect the net expenses of the Fund that result from the fee waiver/expense reimbursement in the first year only. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class A |
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Expenses assuming redemption |
$ | 646 | $ | 958 | $ | 1,291 | $ | 2,231 | ||||||||
Class I |
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Expenses assuming redemption |
$ | 89 | $ | 365 | $ | 663 | $ | 1,509 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 70% of the average value of the portfolio.
Principal Investment Strategies of the Fund
The Fund seeks to achieve its investment goal by investing, under normal circumstances, at least 80% of the value of its net assets in a diversified portfolio of foreign securities including those domiciled in emerging markets. The Fund may invest in common stocks and equity-linked instruments of all capitalizations and exchange-traded funds (ETFs). The Fund invests primarily in the equity markets listed in the Morgan Stanley Capital International All Country World Index ex US (MSCI ACWI ex-US Net) Index, the benchmark against which the Fund measures the performance of its portfolio.
4 | August 31, 2019 / PROSPECTUS |
WILMINGTON INTERNATIONAL FUND
Subject to the oversight of the Board, Wilmington Funds Management Corporation (WFMC or the Advisor) seeks to achieve the Funds investment goal by hiring sub-advisors with international investment expertise based on the advice of the Funds principal sub-advisor, Wilmington Trust Investment Advisors, Inc. (WTIA). In furtherance of the Funds investment objective, the Advisor has engaged WTIA to select, on a discretionary basis, the component strategies of the Fund and then recommend managers to the Advisor to manage such strategies. Each such component strategy selected by WTIA reflects a combination of geographic region, capitalization range, and investing style. WTIA typically recommends internationally focused sub-advisors with locally staffed portfolio management teams situated in the geographic regions of the relevant component strategies. WTIA believes that locally situated investment teams can enjoy informational advantages in stock selection.
WTIAs portfolio construction process involves the allocation and reallocation by WTIA of the Funds assets among the Funds sub-advisors component strategies to achieve a blend of geographic regions, styles and capitalizations. WTIA may also directly purchase or sell ETFs, equity-linked instruments, equity securities and/or derivatives (including forward currency exchange contracts) to gain or reduce exposure to certain regions, sectors, capitalization ranges, investing style and/or other investment or risk factors. The Funds assets are generally invested across different industries, sectors, countries, and regions, but the Fund may invest a significant percentage of its assets in issuers in a single industry, sector, country, or region and may not have any holdings in particular regions or countries. Each sub-advisor has complete discretion to invest its portion of the Funds assets as it deems appropriate within the constraints of the Funds investment goal, strategies and restrictions.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns include:
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Asset Allocation Risk. WTIAs asset allocation decisions among various component strategies of the Fund may not anticipate market trends successfully. WTIA may make less than optimal or poor asset allocation decisions. WTIA attempts to identify investment allocations that will provide consistent, quality performance for the Fund, but there is no guarantee that the allocation techniques will produce the desired results. It is also possible that WTIA or another sub-advisor will focus on an investment that performs poorly or underperforms other investments under various market conditions. You could lose money on your investment in the Fund as a result of these allocation decisions. |
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Company Size Risk. The Fund can invest in stocks of companies of all capitalizations. The smaller companies |
in which the Fund may invest may have unproven track records, a limited product or service base, limited access to capital, and other attributes that can cause their share prices to fluctuate, and they may be more likely to fail than larger companies. Therefore, smaller companies may entail greater risks for investors than larger companies. |
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Country or Sector Risk. Investments in particular sectors or countries may be more volatile than the overall equity or fixed-income markets. Therefore, if the Fund emphasizes one or more industries, economic sectors or countries, it may be more susceptible to financial, market, political or economic events affecting the particular issuers, industries and countries participating in such sectors than funds that do not emphasize particular industries sectors or countries. |
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Currency Risk. Securities denominated in foreign currencies may be adversely affected by changes in currency rates and by substantial currency conversion costs. |
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Emerging Market Countries Risk. Securities issued or traded in emerging markets generally entail greater risks than securities issued or traded in developed markets. |
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Exchange Traded Funds (ETFs) Risk. An investment in an ETF generally presents the same primary risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment objectives, strategies, and policies. The price of an ETF can fluctuate up or down, and the Fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs may be subject to the following risks that do not apply to conventional funds: (i) the market price of an ETFs shares may trade above or below their net asset value; (ii) an active trading market for an ETFs shares may not develop or be maintained; or (iii) trading of an ETFs shares may be halted if the listing exchanges officials deem such action appropriate, the shares are delisted from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally. |
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Foreign Investing Risks. Certain types of risk may be more prevalent in foreign equity markets than in the U.S. equity market. Economic, political or regulatory conditions may be less favorable, and markets may be less liquid, less transparent and more volatile, in foreign countries, and in particular in emerging markets, than in the United States. Currency fluctuations may reduce investment gains or add to investment losses. Additionally, management treatment of shareholders, accounting standards and regulatory practice can vary across markets. |
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Forward Currency Exchange Contract Risk. A forward foreign currency exchange contract is an agreement to buy or sell a specific currency at a future date and at a price set at the time of the contract. Forward foreign |
PROSPECTUS / August 31, 2019 | 5 |
WILMINGTON INTERNATIONAL FUND
currency exchange contracts may reduce the risk of a loss from a change in value of a currency, but they also limit any potential gains, do not protect against fluctuations in the value of the underlying position and are subject to counterparty risk. |
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Growth Investing Risk. Due to their relatively high valuations, growth stocks are typically more volatile than value stocks. |
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Style/Multi-Manager Risk. The Fund maintains a style blend. However, it may underperform when markets favor one style over a prolonged time period. The investment styles employed by sub-advisors may not be complementary. The multi- manager approach could result in a high level of portfolio turnover, resulting in higher brokerage expenses and increased tax liability from the Funds realization of capital gains. |
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Stock Market Risk. The value of equity securities in the Funds portfolio will fluctuate and, as a result, the Funds share price may decline suddenly or over a sustained period of time. |
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Value Investing Risk. Due to their relatively low valuations, value stocks are typically less volatile than growth stocks and therefore may lag behind growth stocks in an up market. |
As with any mutual fund investment, loss of money is a risk of investing. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
The returns presented for the Fund for periods prior to March 9, 2012 reflect the performance of a former series of WT Mutual Fund, known as Wilmington Multi-Manager International Fund (the Predecessor Fund). The Fund adopted the performance of the Predecessor Fund as the result of a reorganization in which the Fund acquired all of the assets, subject to the liabilities, of the Predecessor Fund. The Fund and the Predecessor Fund have substantially similar investment goals and strategies.
The bar chart and table immediately following show the variability of the Funds returns and are meant to provide some indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year, with respect to its Class I Shares, and by showing how the Funds average annual total returns for 1, 5 and 10 years or the life of the Fund compare with those of broad measures of market performance. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at www.wilmingtonfunds.com.
Annual Total Returns Class I Shares
Best Quarter 25.70% 6/30/2009
Worst Quarter (21.38)% 9/30/2011 |
The Funds Class I Shares total return for the six-month period from January 1, 2019 to June 30, 2019 was 13.65%. The average annual total returns in the table below include the maximum Class A sales charge of 5.50%, which is normally deducted when you purchase shares.
Average Annual Total Returns
(For the periods ended December 31, 2018)
1 Year | 5 Years | 10 Years | ||||||||||
Class I Shares |
||||||||||||
Return Before Taxes |
-16.16% | 0.91% | 6.08% | |||||||||
Return After Taxes on Distributions |
-16.70% | 0.53% | 5.82% | |||||||||
Return After Taxes on Distributions and Sale of Fund Shares |
-9.23% | 0.71% | 5.01% | |||||||||
Class A Shares |
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Return Before Taxes |
-20.86% | -0.33% | 5.30% | |||||||||
MSCI ACWI ex-US Net Index (reflects no deductions for fees, expenses or taxes) |
-14.20% | 0.68% | 6.57% |
After-tax performance is presented only for Class I Shares of the Fund. The after-tax returns for other Fund classes may vary. Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that
6 | August 31, 2019 / PROSPECTUS |
WILMINGTON INTERNATIONAL FUND
after-tax returns are not relevant for a shareholder who holds Fund shares in a tax-advantaged account, such as an individual retirement account or a 401(k) plan.
Investment Advisor
Wilmington Funds Management Corporation
Investment Sub-Advisors
Principal Sub-Advisor - Wilmington Trust Investment Advisors, Inc. (WTIA)
Regional Sub-Advisors - AllianzGI U.S. LLC (AllianzGI), AXA Investment Managers, Inc. (AXA IM), Berenberg Asset Management LLC (Berenberg), Nikko Asset Management Americas, Inc. (Nikko), and Schroder Investment Management North America, Inc. (Schroders)
Portfolio Managers | Title |
Service Date (with the Fund) |
||
Matthew D. Glaser | Group Vice President and Head of Equity and Non-Traditional Investments at WTIA | 2016 | ||
Clement K. Miller, CFA | Administrative Vice President and Portfolio Manager at WTIA | 2012 | ||
Dr. Kai Hirschen, CFA, FRM, CAIA | Portfolio Manager at AllianzGI High Dividend Europe | 2017 | ||
Karsten Niemann, CFA | Portfolio Manager at AllianzGI High Dividend Europe | 2017 | ||
Thorsten Winkelmann | Senior Portfolio Manager at AllianzGI Growth Select | 2016 | ||
Robert Hofmann, CFA | Portfolio Manager at AllianzGI Growth Select | 2017 | ||
Isabelle de Gavoty | Head of Small Cap Strategies at AXA IM | 2016 | ||
Caroline Moleux, CFA | Deputy Portfolio Manager at AXA IM | 2016 | ||
Boris Jurczyk, CFA | Head of Equity Selection at Berenberg | 2016 | ||
Yoshihide Itagaki | Lead Portfolio Manager at Nikko | 2016 | ||
Toshinori Kobayashi | Back-Up Portfolio Manager at Nikko | 2016 | ||
Toby Hudson | Fund Manager at Schroders | 2016 |
Purchase and Sale of Fund Shares
Requests to purchase or redeem Fund Shares are processed on each day that the New York Stock Exchange (NYSE) is open for business. You may purchase or redeem Shares by contacting the Fund at 1-800-836-2211. If you invest through a financial intermediary, please contact that intermediary regarding purchase and redemption procedures.
Minimum Initial Investment Amount (Class A):* | $ | 1,000 | ||
Minimum Initial Investment Amount (Class I):* | $ | 100,000 | ||
Minimum Subsequent Investment Amount (all share classes): | $ | 25 |
* | Other restrictions may apply. See Purchasing Shares in the Prospectus for further information. |
The minimum initial and subsequent investment amounts may be waived or lowered from time to time.
The distributions you receive from the Fund are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-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.
Additional Payments to Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies (such as the Advisor) may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your sales person or visit your financial intermediarys website for more information.
PROSPECTUS / August 31, 2019 | 7 |
WILMINGTON GLOBAL ALPHA EQUITIES FUND SUMMARY
The Fund seeks to achieve long-term growth of capital with lower volatility than broader equity markets.
This table describes the fees and expenses that you may pay if you buy and hold the Funds Class A Shares and Class I Shares. Acquired Fund Fees and Expenses are expenses incurred indirectly by the Fund through its ownership of shares in other investment companies, such as business development companies. Business development company expenses are similar to the expenses paid by any operating company held by the Fund and are reflected in the business development companys total operating expense ratio. They are not direct costs paid by Fund shareholders and are not used to calculate the Funds net asset value. They have no impact on the costs associated with fund operations. Acquired Fund Fees and Expenses are not included in the Funds financial statements, which provide a clearer picture of a funds actual operating costs. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Wilmington Funds. More information about these and other discounts is available from your financial professional and in the Funds prospectus in the section entitled How are shares priced? on page 82 of this prospectus.
Shareholder Fees
(Fees paid directly from your investment)
Class A | Class I | |||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) |
5.50% | None | ||||||
Maximum Deferred Sales Charge (Load) | None | None | ||||||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) | None | None | ||||||
Redemption Fee | None | None | ||||||
Exchange Fee | None | None |
Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
Class A | Class I | |||||||
Management Fee | 1.50% | 1.50% | ||||||
Distribution and/or Service (12b-1) Fees | 0.25% | None | ||||||
Other Expenses | 0.61% | 0.61% | ||||||
Acquired Fund Fees and Expenses | 0.01% | 0.01% | ||||||
Total Annual Fund Operating Expenses | 2.37% | 2.12% | ||||||
Fee Waivers and/or Expense Reimbursements(1) | -0.87% | -0.87% | ||||||
Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement | 1.50% | 1.25% |
(1) | The Funds Advisor, distributor and shareholder services provider have agreed to waive their fees and/or reimburse expenses so that total annual fund operating expenses paid by the Fund's Class A and Class I Shares will not exceed 1.49% and 1.24%, respectively, not including the effects of dividends or interest on short positions, acquired fund fees and expenses, taxes, or other extraordinary expenses. This waiver may be withdrawn after August 31, 2020, or with the agreement of the Fund's Board of Trustees. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Funds Class A Shares and Class I Shares for the time periods indicated and then redeem all of your Shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The costs for the Fund reflect the net expenses of the Fund that result from the fee waiver/expense reimbursement in the first year only. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class A |
||||||||||||||||
Expenses assuming redemption |
$ | 694 | $ | 1,170 | $ | 1,671 | $ | 3,044 | ||||||||
Class I |
||||||||||||||||
Expenses assuming redemption |
$ | 127 | $ | 580 | $ | 1,059 | $ | 2,383 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 61% of the average value of its portfolio.
Principal Investment Strategies of the Fund
The Fund invests at least 80%, under normal circumstances, of the value of its net assets in equity securities. The Fund will invest in publicly-traded equity securities, including common stock, preferred stock and depositary receipts, of companies of all market capitalizations. The Fund may invest up to 70% of its assets in the equity securities of non-U.S. issuers, including companies that conduct their principal business activities in emerging markets or whose securities are traded principally on exchanges in emerging markets. The Fund may also invest in exchange-traded funds, futures contracts on broad-based equity indexes and other derivatives.
8 | August 31, 2019 / PROSPECTUS |
WILMINGTON GLOBAL ALPHA EQUITIES FUND
Wilmington Funds Management Corporation (WFMC or the Advisor) seeks to achieve the Funds investment goal by retaining Wellington Management Company LLP (Wellington), to manage the Funds assets. The Advisor also engages Wilmington Trust Investment Advisors, Inc. (WTIA) to oversee Wellington, to monitor portfolio risk and, on a discretionary basis, to develop strategic exposure objectives and risk parameters for the Fund based on considerations such as macroeconomic outlook, relative valuation levels and volatility in the markets, market flows and market liquidity, and information relating to business cycles, as well as input from Wellington.
Based on the strategic exposure objectives and risk parameters established by WTIA, Wellington constructs an actively managed, global and diversified portfolio of equity securities, and implements an index- based hedging strategy in an effort to reduce market exposure, moderate portfolio volatility and limit the severity of portfolio losses in times of market downturns.
Based on the objectives and parameters developed by WTIA, Wellington will allocate and reallocate the portfolio among a selection of independent equity management teams within Wellington. Each team pursues its own investment strategy or style, such as geography/region, growth/value, market capitalization, event-driven, economic sector, industry, or valuation measure.
In combining equity management teams and strategies, Wellington uses a number of proprietary analytical tools, including market environments analysis, extreme events analysis, stress testing, and simulation analysis. Through the strategy selection process, Wellington seeks to construct a Fund comprised of a diversified group of long-only equity strategies with differing investment approaches that provides an overall exposure, consistent with WTIAs exposure objectives and risk parameters, comparable to the broader equity market and that reduces exposure to the risks typically associated with any single investment approach. The underlying Wellington equity management teams have complete discretion and responsibility for security selection and portfolio construction decisions within their respective portions of the Funds portfolio within the constraints of the Funds investment goal, strategies and restrictions. The Fund may engage in active and frequent trading as part of its principal investment strategy.
Wellington will implement the hedging strategy by investing a portion of the Funds net assets in futures contracts on broad-based equity indexes, the constituents of which include the types of securities in which the Fund invests directly, and in cash, cash equivalents and short-term debt instruments to satisfy applicable margin and asset segregation requirements for the Funds derivatives positions. The net market exposure (sum of long and synthetic short positions including cash) of the Fund is expected to range generally between 35% to 45% of the net asset value of the Fund, depending on the WTIAs analysis of prevailing
market conditions, although the exposure may fall outside of this range. The Funds short exposure will be achieved through the use of equity index futures or other derivative exposures. Wellington may also invest in a variety of other derivative instruments, such as swaps, forwards, other futures contracts and options, in order to implement the hedging strategy, to hedge foreign currency risk, and to gain equity-like exposure in certain markets.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns include:
|
Active Trading Risk. The Fund may trade securities actively, which could increase its transaction costs (thereby lowering its performance and increasing the amount of taxes that you pay). |
|
Asset Allocation Risk. The Subadvisors asset allocation decisions among various equity investment strategies may not anticipate market trends successfully. The Subadvisor may make less than optimal or poor asset allocation decisions. The Subadvisor attempts to identify investment allocations that will provide consistent, quality performance for the Fund, but there is no guarantee that the allocation techniques will produce the desired results. You could lose money on your investment in the Fund as a result of these allocation decisions. |
|
Company Size Risk. The smaller companies in which the Fund may invest may have unproven track records, a limited product or service base, limited access to capital, and other attributes that can cause their share prices to fluctuate, and they may be more likely to fail than larger companies. Therefore, smaller companies may entail greater risks for investors than larger companies. |
|
Correlation Risk. The effectiveness of the Portfolios futures hedging program may be reduced if the Portfolios equity positions do not sufficiently correlate to the indices underlying its futures positions. |
|
Counterparty Risk. When the Fund invests in financial instruments that involve counterparties, the Fund is exposed to risks associated with the credit quality of the counterparty or the ability of the counterparty to pay the Fund. Such instruments can provide exposure to a particular group of securities, index or asset class without the Fund actually purchasing those securities or investments. The Funds use of such financial instruments, including swap agreements and structured notes, involves risks that are different from those associated with ordinary portfolio securities transactions. For example, if a swap agreement counterparty defaults on its payment obligations to the Fund, this default will cause the value of your investment in the Fund to decrease. |
PROSPECTUS / August 31, 2019 | 9 |
WILMINGTON GLOBAL ALPHA EQUITIES FUND
|
Currency Risk. Securities denominated in foreign currencies may be adversely affected by changes in currency rates and by substantial currency conversion costs. |
|
Derivative Securities Risk. The risk that the Funds use of derivatives will cause losses (1) due to the unexpected effect of market movements on a derivatives price; (2) because the derivatives do not perform as anticipated; (3) because the derivatives are not correlated with the performance of other investments which they are used to hedge; or (4) if the Fund is unable to liquidate a position because of an illiquid secondary market. |
|
Derivatives Tax Risk. Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Funds taxable income or gains, and may limit or prevent the Fund from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Fund to change its investment strategy. To the extent that the Fund uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Fund may not realize the intended benefits. There is also the risk that during adverse market conditions, an instrument which would usually operate as a hedge provides no hedging benefits at all. The Funds use of derivatives may be limited by the requirements for taxation of the Fund as a regulated investment company. |
|
Emerging Market Countries Risk. Securities issued or traded in emerging markets generally entail greater risks than securities issued or traded in developed markets. |
|
Event-Driven Trading Risk. Event-driven trading involves the risk that the special situation may not occur as anticipated, in which case the Fund may realize losses. |
|
Exchange Traded Funds (ETFs) Risk. An investment in an ETF generally presents the same primary risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment objectives, strategies, and policies. The price of an ETF can fluctuate up or down, and the Fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs may be subject to the following risks that do not apply to conventional funds: (i) the market price of an ETFs shares may trade above or below their net asset value; (ii) an active trading market for an ETFs shares may not develop or be maintained; or (iii) trading of an ETFs shares may be halted if the listing exchanges officials deem such action appropriate, the shares are delisted from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally. |
|
Foreign Investing Risk. Economic, political or regulatory conditions may be less favorable, and markets may be less liquid, less transparent and more volatile, in foreign countries, and in particular emerging markets, than in the United States. Currency fluctuations may reduce investment gains or add to investment losses. |
|
Forward Currency Exchange Contract Risk. A forward foreign currency exchange contract is an agreement to buy or sell a specific currency at a future date and at a price set at the time of the contract. Forward foreign currency exchange contracts may reduce the risk of loss from a change in value of a currency, but they also limit any potential gains, do not protect against fluctuations in the value of the underlying position and are subject to counterparty risk. |
|
Growth Investing Risk. Due to their relatively high valuations, growth stocks are typically more volatile than value stocks. |
|
Information Risk. When the quantitative analytical tools (Tools) and information and data (Data) used in managing the Fund prove to be incorrect or incomplete, any investment decisions made in reliance on the Tools and Data may not produce the desired results and the Fund may realize losses. |
|
Leverage Risk. The risk associated with securities transactions or practices that multiply small market movements into larger changes in value. The Fund derives substantially all of its short exposure from its investment in derivatives and other financial instruments that provide leveraged exposure, such as futures contracts. The Funds investment in these instruments generally requires a small investment relative to the amount of investment exposure assumed. As a result, such investments may give rise to losses that exceed the amount invested in those instruments. Because such instruments are an integral part of the Funds investment strategy, the use of such instruments may expose the Fund to potentially dramatic losses or gains in the value of its portfolio. The cost of investing in such instruments generally increases as interest rates increase, which will lower the Funds return. |
|
Liquidity Risk. The risk that certain securities or other instruments, such as derivatives, may be difficult or impossible for the Fund to sell or dispose of at the price at which the Fund has valued the security. |
|
Natural Resources Risk. Investments in companies that own or develop natural resources (e.g., exploring, mining, refining), or supply goods and services to such companies (e.g., drilling, processing, transporting, fabricating), expose the Fund to the greater volatility of the markets for these companies products, and to international economic, political and regulatory influences that frequently affect the operation of these companies. |
10 | August 31, 2019 / PROSPECTUS |
WILMINGTON GLOBAL ALPHA EQUITIES FUND
|
Options and Futures Risk. When options are purchased over the counter, the Fund bears the risk that the counterparty that wrote the option will be unable or unwilling to perform its obligations under the option contract. Such options may also be illiquid, and in such cases, the Fund may have difficulty closing out its position. The risks associated with futures include: the potential inability to terminate or sell a position, the lack of a liquid secondary market for the Funds position and the risk that the counterparty to the transaction will not meet its obligations. |
|
Over-the-Counter (OTC) Trading Risk. Certain of the derivatives in which the Fund may invest, including swap agreements, may be traded (and privately negotiated) in the OTC market. While the OTC derivatives market is the primary trading venue for many derivatives, it is largely unregulated. As a result and similar to other privately negotiated contracts, the Fund is subject to counterparty risk with respect to such derivatives contracts. |
|
Preferred Stocks Risk. Unlike interest payments on debt securities, dividend payments on a preferred stock typically must be declared by the issuers board of directors. In addition, in the event an issuer of preferred stock experiences economic difficulties, the issuers preferred stock may lose substantial value due to the reduced likelihood that the issuers board of directors will declare a dividend and the fact that the preferred stock may be subordinated to other securities of the same issuer. |
|
Stock Market Risk. The value of equity securities in the Funds portfolio will fluctuate and, as a result, the Funds share price may decline suddenly or over a sustained period of time. |
|
Swap Agreement Risk. With respect to an uncleared swap (i.e., negotiated bilaterally and traded OTC between the two parties), the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. Under certain market conditions, swap agreements also may be considered to be illiquid. In addition, the Fund may enter into swap agreements that involve a limited number of counterparties, which may increase the Funds exposure to counterparty credit risk. Further, there is a risk that no suitable counterparties are willing to enter into, or continue to enter into, transactions with the Fund and, as a result, the Fund may not be able to achieve its investment goal. In the case of a cleared swap (i.e., transacted through a futures commission merchant (an FCM) and cleared through a clearinghouse that serves as a central counterparty (e.g., certain credit default swaps)), there is also a risk of loss by the Fund of the margin deposits posted with the FCM in the event of the FCMs bankruptcy and whether the Fund has an open position in the swap contract. |
|
Valuation Risk. The risk that the Fund has valued certain of its securities at a higher price than it can sell them. |
|
Value Investing Risk. Due to their relatively low valuations, value stocks are typically less volatile than growth stocks and therefore may lag behind growth stocks in an up market. |
As with any mutual fund investment, loss of money is a risk of investing. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency.
The returns presented for the Fund for periods prior to January 31, 2017 were achieved when the Fund had a different investment goal and different, though similar, investment strategy.
The bar chart and table immediately following show the variability of the Funds returns and are meant to provide some indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year (to the extent applicable), with respect to its Class I Shares, and by showing how the Funds average annual total returns for 1 year and the life of the Fund compare with those of a broad measure of market performance. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at www.wilmingtonfunds.com.
Annual Total Returns Class I Shares
Best Quarter 3.74% 3/31/2013
|
||
Worst Quarter (4.05)% 12/31/2018 |
The Funds Class I Shares total return for the six-month period from January 1, 2019 to June 30, 2019 was 8.72%.
PROSPECTUS / August 31, 2019 | 11 |
WILMINGTON GLOBAL ALPHA EQUITIES FUND
For Class A Shares, the average annual total returns in the table below include the maximum Class A sales charge of 5.50%, which is normally deducted when you purchase shares.
Average Annual Total Returns
(For the periods ended December 31, 2018)
1 Year | 5 Years |
Life of
Fund |
||||||||||
Class I Shares |
||||||||||||
Return Before Taxes |
-2.67% | 1.05% | 2.29% | * | ||||||||
Return After Taxes on Distributions |
-2.95% | 0.63% | 1.91% | * | ||||||||
Return After Taxes on Distributions and Sale of Fund Shares |
-1.38% | 0.70% | 1.70% | * | ||||||||
Class A Shares |
||||||||||||
Return Before Taxes |
-8.26% | -0.34% | 1.21% | * | ||||||||
HFRX Equity Hedge Fund Index |
-9.74% | -0.32% | 1.86% |
* | Class I and A Shares Commenced operations on January 12, 2012. |
After-tax performance is presented only for Class I Shares of the Fund. The after-tax returns for other Fund classes may vary. Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds Fund shares in a tax-advantaged account, such as an individual retirement account or a 401(k) plan.
Investment Advisor
Wilmington Funds Management Corporation
Investment Sub-Advisors
Principal Sub-Advisor - Wilmington Trust Investment Advisors, Inc. (WTIA)
Other Sub-Advisor - Wellington Management Company LLP (Wellington)
Portfolio Managers | Title |
Service Date
(with the Fund) |
||
Matthew D. Glaser | Group Vice President and Head of Equity and Non-Traditional Investments at WTIA | 2017 | ||
Jordan Strauss, CFA | Administrative Vice President and Portfolio Manager at WTIA | 2015 | ||
Gregg R. Thomas, CFA |
Senior Managing Director and Director, Investment Strategy at Wellington | 2017 | ||
Tom S. Simon, CFA, FRM |
Senior Managing Director, Portfolio Manager at Wellington | 2018 |
Purchase and Sale of Fund Shares
Requests to purchase or redeem Fund Shares are processed on each day that the New York Stock Exchange (NYSE) is open for business. You may purchase or redeem shares by contacting the Fund at 1-800-836-2211. If you invest through a financial intermediary, please contact that intermediary regarding purchase and redemption procedures.
Minimum Initial Investment Amount (Class A):* | $ | 1,000 | ||
Minimum Initial Investment Amount (Class I):* | $ | 100,000 | ||
Minimum Subsequent Investment Amount (all classes): | $ | 25 |
* | Other restrictions may apply. See Purchasing Shares in the Prospectus for further information |
The minimum initial and subsequent investment amounts may be waived or lowered from time to time.
The distributions you receive from the Fund are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-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.
Additional Payments to Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies (such as the Advisor) may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your sales person or visit your financial intermediarys website for more information.
12 | August 31, 2019 / PROSPECTUS |
WILMINGTON REAL ASSET FUND SUMMARY
The Fund seeks to achieve long-term preservation of capital with current income.
This table describes the fees and expenses that you may pay if you buy and hold the Funds Class A Shares and Class I Shares. Acquired Fund Fees and Expenses are expenses incurred indirectly by the Fund through its ownership of shares in other investment companies, such as business development companies. Business development company expenses are similar to the expenses paid by any operating company held by the Fund and are reflected in the business development companys total operating expense ratio. They are not direct costs paid by Fund shareholders and are not used to calculate the Funds net asset value. They have no impact on the costs associated with fund operations. Acquired Fund Fees and Expenses are not included in the Funds financial statements, which provide a clearer picture of a funds actual operating costs. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Wilmington Funds. More information about these and other discounts is available from your financial professional and in the Funds prospectus in the section entitled How are shares priced? on page 82 of this prospectus.
Shareholder Fees
(Fees paid directly from your investment)
Class A | Class I | |||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) |
5.50% | None | ||||||
Maximum Deferred Sales Charge (Load) | None | None | ||||||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) | None | None | ||||||
Redemption Fee | None | None | ||||||
Exchange Fee | None | None |
Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
Class A | Class I | |||||||
Management Fee | 0.56% | 0.56% | ||||||
Distribution and/or Service (12b-1) Fees | 0.25% | None | ||||||
Other Expenses | 0.51% | 0.51% | ||||||
Acquired Fund Fees and Expenses | 0.14% | 0.14% | ||||||
Total Annual Fund Operating Expenses | 1.46% | 1.21% | ||||||
Fee Waivers and/or Expense Reimbursements(1) | -0.36% | -0.36% | ||||||
Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement | 1.10% | 0.85% |
(1) | The Funds Advisor, distributor and shareholder services provider have agreed to waive their fees and/or reimburse expenses so that the total annual fund operating expenses paid by the Funds Class A Shares and Class I Shares will not exceed 0.96% and 0.71%, respectively, not including the effects of acquired fund fees and expenses, taxes or other extraordinary expenses. This waiver may be amended or withdrawn after August 31, 2020, or with the agreement of the Funds Board of Trustees. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Funds Class A Shares and Class I Shares for the time periods indicated and then redeem all of your Shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The costs for the Fund reflect the net expenses of the Fund that result from the fee waiver/expense reimbursement in the first year only. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class A |
||||||||||||||||
Expenses assuming redemption |
$ | 656 | $ | 953 | $ | 1,271 | $ | 2,171 | ||||||||
Class I |
||||||||||||||||
Expenses assuming redemption |
$ | 87 | $ | 348 | $ | 630 | $ | 1,434 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 347% of the average value of the portfolio.
Principal Investment Strategies of the Fund
The Fund, under normal circumstances, invests at least 80% of the value of its net assets in real return assets consisting of (i) global inflation-protected debt securities, (ii) global real-estate related securities, and (iii) commodity/natural resource-related securities. Global inflation-protected debt securities may include foreign government securities.
The Fund considers a company to be a real estate company if at least 50% of its assets, gross income or net profits is derived from (i) development, ownership, leasing, financing, construction, management or sale of real estate or (ii) products and services that are related to the real estate
PROSPECTUS / August 31, 2019 | 13 |
WILMINGTON REAL ASSET FUND
industry, such as manufacturers and distributors of building supplies and financial institutions which issue or service mortgages.
The Fund will invest in real estate companies, such as real estate investment trusts (REITs) that own property and mortgage REITs that make construction and development loans or invest in mortgage pools, or companies whose products and services relate to the real estate industry. The Fund may invest its assets in equity, debt or convertible securities of companies whose products and services are related to the real estate industry or in securities whose products and services are related to the real estate industry.
In order to gain exposure to the commodities markets without investing directly in physical commodities, the Fund can invest in investment companies, exchange traded funds (ETFs), futures contracts, forward currency exchange contracts, currency futures and swap agreements. The Funds anticipated use of futures contracts, forward currency exchange contracts, currency futures and swap agreements may at times be substantial.
Wilmington Funds Management Corporation (WFMC or the Advisor) seeks to achieve the Funds investment goal by retaining sub-advisors to manage the Funds assets. The Advisor engages Wilmington Trust Investment Advisors, Inc. (WTIA) as the Funds principal Sub-Advisor, to allocate and reallocate assets of the Fund among the Funds sub-advisors. WTIA may invest directly in cash or cash equivalents and repurchase agreements secured by U.S. Government securities. The Fund may also invest in common stocks, preferred stocks and convertible securities of issuers in commodity-related industries to gain exposure to the commodities markets. The Fund may also invest in master limited partnerships (MLPs) indirectly through other investment vehicles, such as open-end investment companies.
The Funds principal Sub-Advisor, WTIA, determines the Funds asset allocation among the real return assets. WTIA anticipates allocating approximately 0%-80% to inflation-protected debt securities, 0%-80% to real estate-related securities and 0%-40% to commodity/natural resource-related securities. The allocations and/or actual holdings will vary from time to time.
The Fund utilizes a multi-manager strategy in which the principal Sub-Advisor, WTIA, allocates and reallocates varying portions of the Funds assets among a number of sub-advisors, or invests directly (up to 80% of the Funds net assets) in ETFs or other instruments in pursuit of the Funds investment strategies. Subject to the supervision of the Advisor, each sub-advisor acts independently from the others and utilizes its own distinct investment style in buying and selling securities within the constraints of the Funds investment goal, strategies and restrictions. The Fund may invest in securities of small-cap companies and may invest up to 55% of its assets in foreign securities. The Fund may engage in active and frequent trading as part of its principal investment strategy.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns include:
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Active Trading Risk. The Fund may trade securities actively, which could increase its transaction costs (thereby lowering its performance and increasing the amount of taxes that you pay). |
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Asset Allocation Risk. WTIAs asset allocation decisions among various component strategies of the Fund may not anticipate market trends successfully. WTIA may make less than optimal or poor asset allocation decisions. WTIA attempts to identify investment allocations that will provide consistent, quality performance for the Fund, but there is no guarantee that the allocation techniques will produce the desired results. It is also possible that WTIA or another sub-advisor will focus on an investment that performs poorly or underperforms other investments under various market conditions. You could lose money on your investment in the Fund as a result of these allocation decisions. |
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Call Risk. Issuers of securities may redeem the securities prior to maturity at a price below their current market value. |
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Company Size Risk. The smaller companies in which the Fund may invest may have unproven track records, a limited product or service base, limited access to capital, and other attributes that can cause their share prices to fluctuate, and they may be more likely to fail than larger companies. Therefore, smaller companies may entail greater risks for investors than larger companies. |
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Commodity-Related Risk. Investments in commodities expose the Fund to the greater volatility of the commodity markets, to commodity-specific risks (weather, disease, supply/demand imbalances), and to international economic, political and regulatory influences that frequently affect the commodities markets. |
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Commodity Tax Risk. The Funds ability to invest in certain instruments such as commodity-linked derivatives may be adversely affected by changes in legislation, regulations or other legally binding authority. Pursuant to the Internal Revenue Code of 1986, as amended, the Fund must derive at least 90% of its gross income from qualifying sources to qualify as a regulated investment company. Gains from the disposition of commodities are not considered qualifying income for this purpose. Additionally, the Internal Revenue Service has issued a revenue ruling which holds that income derived from commodity-linked swaps is not qualifying income. As a result, the Funds ability to directly invest in commodity-linked swaps as part of its investment strategy is limited to a maximum of 10% of its gross income. Failure to comply with the restrictions in the Internal Revenue Code of 1986, as amended, and any future legislation or guidance may cause the Fund to fail |
14 | August 31, 2019 / PROSPECTUS |
WILMINGTON REAL ASSET FUND
to qualify as a regulated investment company which may adversely impact a shareholders return. Alternatively, the Fund may forego those investments which could adversely affect the ability of the Fund to achieve its investment goal. |
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Credit Risk. There is a possibility that issuers of securities in which the Fund (and any Underlying Fund) invests may default in the payment of interest or principal on the securities when due, which would cause the Fund to lose money. Underlying Funds that invest in floating rate bank loans (through loan participations or assignments) expose the Fund to both lender and borrower risk, as well as to the potential of a lack of liquidity in the market for floating rate loans. |
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Derivative Securities Risk. The risk that the Funds use of derivatives will cause losses (1) due to the unexpected effect of market movements on a derivatives price; (2) because the derivatives do not perform as anticipated; (3) because the derivatives are not correlated with the performance of other investments which they are used to hedge; or (4) if the Fund is unable to liquidate a position because of an illiquid secondary market. |
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Derivatives Tax Risk. Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Funds taxable income or gains, and may limit or prevent the Fund from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Fund to change its investment strategy. To the extent that the Fund uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Fund may not realize the intended benefits. There is also the risk that during adverse market conditions, an instrument which would usually operate as a hedge provides no hedging benefits at all. The Funds use of derivatives may be limited by the requirements for taxation of the Fund as a regulated investment company. |
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Exchange Traded Funds (ETFs) Risk. An investment in an ETF generally presents the same primary risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment goals, strategies, and policies. The price of an ETF can fluctuate up or down, and a Fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs may be subject to the following risks that do not apply to conventional funds: (i) the market price of an ETFs shares may trade above or below their net asset value; (ii) an active trading market for an ETFs shares may not develop or be |
maintained; or (iii) trading of an ETFs shares may be halted if the listing exchanges officials deem such action appropriate, the shares are delisted from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally. |
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Foreign Investing Risks. Economic, political or regulatory conditions may be less favorable, and markets may be less liquid, less transparent and more volatile, in foreign countries, and in particular emerging markets, than in the United States. Currency fluctuations may reduce investment gains or add to investment losses. In addition, the Fund will be subject to the risk that the issuer of foreign government securities or the governmental authorities that control the repayment of the debt may be unwilling to repay the principal or interest when due. |
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Forward Currency Exchange Contract Risk. A forward foreign currency exchange contract is an agreement to buy or sell a specific currency at a future date and at a price set at the time of the contract. Forward foreign currency exchange contracts may reduce the risk of loss from a change in value of a currency, but they also limit any potential gains, do not protect against fluctuations in the value of the underlying position and are subject to counterparty risk. |
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Futures Contracts Risk. The successful use of futures contracts will depend upon the investment managers skill and experience with respect to such instruments and is subject to special risk considerations. The primary risks associated with the use of futures contracts are (i) the imperfect correlation between the change in market value of the instruments held by the Fund and the price of the futures contract; (ii) possible lack of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (iii) losses caused by unanticipated market movements, which are potentially unlimited; (iv) the inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; and (v) if the Fund has insufficient cash, it may have to sell portfolio investments to meet daily variation margin requirements, and the Fund may have to sell such investments at a time when it may be disadvantageous to do so. |
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Inflation-Indexed Securities Risk. Because of the inflation-adjustment feature, inflation-indexed securities typically have lower yields than conventional fixed-rate bonds. The value of inflation-indexed, fixed income securities generally fluctuates in response to changes in real interest rates, which are in turn tied to the relationship between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of an inflation-indexed security. Interest payments on inflation-indexed securities will |
PROSPECTUS / August 31, 2019 | 15 |
WILMINGTON REAL ASSET FUND
fluctuate as the principal and/or interest is adjusted for inflation and can be unpredictable. The amounts of the income distributions from an inflation-indexed security are likely to fluctuate considerably more than the income distribution amounts of a conventional bond. The Fund may also experience a loss on an inflation-indexed security if there is deflation. If inflation is lower than expected during the period the Fund holds an inflation-indexed security, the Fund may earn less on the security than on a conventional bond. There can be no assurance that the inflation index used will accurately measure the real rate of inflation in the prices of goods and services. The Funds investment in inflation-indexed securities may lose value in the event that the actual rate of inflation is different than the rate of the inflation index. |
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Inflation-Indexed Securities Tax Risk. Any increase in the principal amount of an inflation-indexed security may be included for tax purposes in the Funds gross income, even though no cash attributable to such gross income has been received by the Fund. In such event, the Fund may be required to make annual distributions to shareholders that exceed the cash it has otherwise received. In order to pay such distributions, the Fund may be required to raise cash by selling portfolio investments. The sale of such investments could result in capital gains to the Fund. In addition, adjustments during the taxable year for deflation to an inflation-indexed bond held by the Fund may cause amounts previously distributed by the Fund in the taxable year as income to be recharacterized as a return of capital. |
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Interest Rate Risk. The risk posed by the fact that prices of fixed income securities rise and fall inversely in response to interest rate changes. For instance, a rise in interest rates causes a fall in the value of a fixed income securities. In addition, this risk increases with the length of the maturity of the fixed income security. Accordingly, the yield earned by a Fund will vary with changes in interest rates. Also, when interest rates fall, the price of mortgage-backed securities may not rise to as great an extent as that of other fixed income securities. Duration is a measure of the expected life of a debt security that is used to determine the sensitivity of the securitys price to changes in interest rates. Generally, the longer the Funds duration, the more sensitive the Fund will be to changes in interest rates. |
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Leverage Risk. The risk associated with securities transactions or practices that multiply small market movements into larger changes in value. The Fund derives substantially all of its commodities exposure from its investment in derivatives and other financial instruments that provide leveraged exposure. The Funds investment in these instruments generally requires a small investment relative to the amount of investment exposure assumed. As a result, such investments may give rise to losses that exceed the amount invested in those instruments. Because such instruments are an |
integral part of the Funds investment strategy, the use of such instruments may expose the Fund to potentially dramatic losses or gains in the value of its portfolio. The cost of investing in such instruments generally increases as interest rates increase, which will lower the Funds return. |
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Liquidity Risk. The risk that certain securities or other instruments, such as derivatives, may be difficult or impossible for a Fund to sell or dispose of at the price at which the Fund has valued the security. |
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Master Limited Partnerships (MLPs) Risk. Investing in MLPs entails risks related to fluctuations in energy prices, decreases in the supply of, or demand for, energy commodities, decreases in demand for MLPs in rising interest rate environments, unique tax consequences due to the partnership structure and potentially limited liquidity. |
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Mortgage-Backed and Asset-Backed Securities Risk. Through its investments in mortgage-backed securities, the Fund may have some exposure to subprime loans, as well as to the mortgage and credit markets generally. Subprime loans, which are loans made to borrowers with weakened credit histories, have had in many cases higher default rates than loans that meet government underwriting requirements. The credit quality of most asset-backed securities depends primarily on the credit quality of the assets underlying such securities, how well the entity issuing the security is insulated from the credit risk of the originator or any other affiliated entities, and the amount and quality of any credit enhancement of the securities. |
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Multi-Manager Risk. The investment styles employed by sub-advisors may not be complementary. The multi-manager approach could result in a high level of portfolio turnover, resulting in higher brokerage expenses and increased tax liability from the Funds realization of capital gains. |
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Natural Resources Risk. Investments in companies that own or develop natural resources (e.g., exploring, mining, refining), or supply goods and services to such companies (e.g., drilling, processing, transporting, fabricating) expose the Fund to the greater volatility of the markets for these companies products, and to international economic, political and regulatory influences that frequently affect the operation of these companies. |
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Prepayment Risk. The risk that a mortgage-backed or other asset-backed security may be paid off and proceeds delivered to a Fund earlier than anticipated. Prepayment risk is more prevalent during periods of falling interest rates. |
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Real Estate-Related Risk. Investments in real estate (generally REITs) expose the Fund to the risks of owning real estate directly, such as market-specific conditions |
16 | August 31, 2019 / PROSPECTUS |
WILMINGTON REAL ASSET FUND
(economic, supply/demand imbalances), creditworthiness of the issuer, quality of property management, and changing interest rates. Investing in REITs and REIT-like entities involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. REITs and REIT-like entities are dependent upon management skill, may not be diversified, and are subject to heavy cash flow dependency and self-liquidation. REITs and REIT-like entities also are subject to the possibility of failing to qualify for tax free pass-through of income. Also, because REITs and REIT-like entities typically are invested in a limited number of projects or in a particular market segment, these entities are more susceptible to adverse developments affecting a single project or market segment than more broadly diversified investments. |
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Stock Market Risk. The value of equity securities in the Funds portfolio will fluctuate and, as a result, the Funds Share price may decline suddenly or over a sustained period of time. |
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Structured Note Risk. The value of these notes will rise or fall in response to changes in the underlying commodity or related index. These notes expose the Fund to movements in commodity prices. These notes also are subject to risks, such as credit, market and interest rate risks, that in general affect the values of debt securities. These notes are often leveraged, increasing the volatility of each notes market value relative to changes in the underlying commodity, commodity futures contract or commodity index. Therefore, at the maturity of the note, the Fund may receive more or less principal than it originally invested. The Fund might receive interest payments on the note that are more or less than the stated coupon interest payments. |
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Swap Agreement Risk. With respect to an uncleared swap (i.e., negotiated bilaterally and traded OTC between the two parties), the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. Under certain market conditions, swap agreements also may be considered to be illiquid. In addition, the Fund may enter into swap agreements that involve a limited number of counterparties, which may increase the Funds exposure to counterparty credit risk. Further, there is a risk that no suitable counterparties are willing to enter into, or continue to enter into, transactions with the Fund and, as a result, the Fund may not be able to achieve its investment goal. In the case of a cleared swap (i.e., transacted through a futures commission merchant (an FCM) and cleared through a clearinghouse that serves as a central counterparty (e.g., certain credit default swaps)), there is also a risk of loss by the fund of the margin deposits posted with the FCM in the event of the FCMs bankruptcy and whether the Fund has an open position in the swap contract. |
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Underlying Funds Risk. The investment performance of the Fund is affected by the investment performance of the Underlying Funds in which it invests. The ability of the Fund to achieve its investment goal depends on the ability of the Underlying Funds to meet their investment goals and on the decisions of WTIA, as the Funds principal Sub-Advisor, regarding the allocation of the Funds assets among the Underlying Funds. There can be no assurance that the investment goal of the Fund or any Underlying Fund will be achieved. Through its investments in Underlying Funds, the Fund is subject to the risks of the Underlying Funds investments. Certain of the risks of the Underlying Funds investments are described above. In addition, both the Fund and the Underlying Funds in which it invests bear fees and expenses, so investment in the Fund may be subject to certain duplicate expenses. WTIA is subject to certain conflicts of interest in choosing the Underlying Funds in which the Fund may invest. |
As with any mutual fund investment, loss of money is a risk of investing. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
The returns presented for the Fund for periods prior to March 9, 2012 reflect the performance of a former series of WT Mutual Fund, known as Wilmington Multi-Manager Real Asset Fund (the Predecessor Fund). The Fund adopted the performance of the Predecessor Fund as the result of a reorganization in which the Fund acquired all of the assets, subject to the liabilities, of the Predecessor Fund. The Fund and the Predecessor Fund have substantially similar investment goals and strategies.
The bar chart and table immediately following show the variability of the Funds returns and are meant to provide some indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year, with respect to its Class I Shares, and by showing how the Funds average annual total returns for 1, 5 and 10 years or the life of the Fund compare with those of broad measures of market performance. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. The table shows returns for the Funds new primary broad-based market index, the S&P Developed Property Index, which the Adviser believes more appropriately reflects the Funds investment goal than the previous primary broad-based market index, the Bloomberg Barclays U.S. Treasury Inflation-Protected Securities (TIPS) Index, as well as the returns for the Real Asset Blended Index constructed by the Advisor. Updated performance information is available at www.wilmingtonfunds.com.
PROSPECTUS / August 31, 2019 | 17 |
WILMINGTON REAL ASSET FUND
Annual Total Returns Class I Shares
Best Quarter 10.23% 9/30/2010
Worst Quarter (7.97)% 9/30/2011 |
The Funds Class I Shares total return for the six-month period from January 1, 2019 to June 30, 2019 was 11.39%. For Class A Shares, the average annual total returns in the table below include the maximum Class A sales charge of 5.50%, which is normally deducted when you purchase shares.
Average Annual Total Returns
(For the periods ended December 31, 2018)
1 Year | 5 Years | 10 Years | ||||||||||
Class I Shares |
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Return Before Taxes |
-7.20% | 1.12% | 3.80% | |||||||||
Return After Taxes on Distributions |
-8.11% | 0.18% | 2.92% | |||||||||
Return After Taxes on Distributions and Sale of Fund Shares |
-4.12% | 0.49% | 2.65% | |||||||||
Class A Shares |
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Return Before Taxes |
-12.55% | -0.28% | 2.95% | |||||||||
S&P Developed Property Index (reflects no deductions for fees, expenses or taxes) |
-6.97% | 4.49% | 9.91% | |||||||||
Bloomberg Barclays U.S. Treasury Inflation Protected Securities (TIPS) Index (reflects no deductions for fees, expenses or taxes) |
-1.26% | 1.69% | 3.64% | |||||||||
Real Asset Blended Index (reflects no deductions for fees, expenses or taxes)* |
-6.41% | 1.93% | 5.32% |
* | The Real Asset Blended Index is calculated by the investment advisor and is currently based on a weighting of the following indices: 60% S&P Developed Property Index, 20% Bloomberg Barclays U.S. TIPS Index, and 20% Bloomberg Commodity Index (Total Return). |
After-tax performance is presented only for Class I Shares of the Fund. The after-tax returns for other Fund classes may vary. Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds Fund shares in a tax-advantaged account, such as an individual retirement account or a 401(k) plan.
Investment Advisor
Wilmington Funds Management Corporation
Investment Sub-Advisors
Principal Sub-Advisor - Wilmington Trust Investment Advisors, Inc. (WTIA)
Other Sub-Advisors - Pacific Investment Management Company, LLC (PIMCO) and Parametric Portfolio Associates LLC (Parametric)
Portfolio Managers | Title |
Service Date (with the Fund) |
||
Matthew D. Glaser | Group Vice President and Head of Equity and Non-Traditional Investments at WTIA | 2017 | ||
Jordan Strauss, CFA | Administrative Vice President and Portfolio Manager at WTIA | 2015 | ||
Steve A. Rodosky | Managing Director and Portfolio Manager for Real Return Strategies at PIMCO | 2019 | ||
Mihir P. Worah | Managing Director and CIO of Asset Allocation and Real Return at PIMCO | 2011 | ||
Paul Bouchey | Chief Investment Officer at Parametric | 2014 | ||
Thomas C. Seto | Head of Investment Management at Parametric | 2014 |
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WILMINGTON REAL ASSET FUND
Purchase and Sale of Fund Shares
Requests to purchase or redeem Fund Shares are processed on each day that the New York Stock Exchange (NYSE) is open for business. You may purchase or redeem Shares by contacting the Fund at 1-800-836-2211. If you invest through a financial intermediary, please contact that intermediary regarding purchase and redemption procedures.
Minimum Initial Investment Amount (Class A):* | $ | 1,000 | ||
Minimum Initial Investment Amount (Class I):* | $ | 100,000 | ||
Minimum Subsequent Investment Amount (all classes): | $ | 25 |
* | Other restrictions may apply. See Purchasing Shares in the Prospectus for further information. |
The minimum initial and subsequent investment amounts may be waived or lowered from time to time.
The distributions you receive from the Fund are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-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.
Additional Payments to Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies (such as the Advisor) may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your sales person or visit your financial intermediarys website for more information.
PROSPECTUS / August 31, 2019 | 19 |
WILMINGTON DIVERSIFIED INCOME FUND SUMMARY
The Fund seeks a high level of total return consistent with a moderate level of risk.
This table describes the fees and expenses that you may pay if you buy and hold the Funds Class A Shares and Class I Shares. Acquired Fund Fees and Expenses are expenses incurred indirectly by the Fund through its ownership of shares in other investment companies, such as business development companies. Business development company expenses are similar to the expenses paid by any operating company held by the Fund and are reflected in the business development companys total operating expense ratio. They are not direct costs paid by Fund shareholders and are not used to calculate the Funds net asset value. They have no impact on the costs associated with fund operations. Acquired Fund Fees and Expenses are not included in the Funds financial statements, which provide a clearer picture of a funds actual operating costs. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Wilmington Funds. More information about these and other discounts is available from your financial professional and in the Funds prospectus in the section entitled How are shares priced? on page 82 of this prospectus.
Shareholder Fees
(Fees paid directly from your investment)
Class A | Class I | |||||||
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) |
5.50% | None | ||||||
Maximum Deferred Sales Charge (Load) | None | None | ||||||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) | None | None | ||||||
Redemption Fee | None | None | ||||||
Exchange Fee | None | None |
Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
Class A | Class I | |||||||
Management Fee | 0.40% | 0.40% | ||||||
Distribution and/or Service (12b-1) Fees | 0.25% | None | ||||||
Other Expenses | 1.02% | 1.02% | ||||||
Acquired Fund Fees and Expenses | 0.15% | 0.15% | ||||||
Total Annual Fund Operating Expenses | 1.82% | 1.57% | ||||||
Fee Waiver and/or Expense Reimbursement(1) | -1.07% | -1.07% | ||||||
Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement | 0.75% | 0.50% |
(1) | The Funds Advisor, distributor and shareholder services provider have agreed to waive their fees and/or reimburse expenses so that the total annual fund operating expenses paid by the Funds Class A Shares and Class I Shares will not exceed 0.60% and 0.35%, respectively, not including the effects of acquired fund fees and expenses, taxes or extraordinary expenses. This waiver may be amended or withdrawn after August 31, 2020, or with the agreement of the Funds Board of Trustees. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Funds Class A Shares and Class I Shares for the time periods indicated and then redeem all of your Shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The costs for the Fund reflect the net expenses of the Fund that result from the fee waiver/expense reimbursement in the first year only. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class A Shares |
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Expenses assuming redemption |
$ | 622 | $ | 992 | $ | 1,386 | $ | 2,486 | ||||||||
Class I Shares |
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Expenses assuming redemption |
$ | 51 | $ | 391 | $ | 754 | $ | 1,776 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 14% of the average value of its portfolio.
Principal Investment Strategies of the Fund
The Fund seeks to achieve its investment goal by investing primarily in a diverse portfolio of high-yielding, exchange-traded, domestic and foreign common stocks of all capitalizations, and in a portfolio of investment-grade and non-investment grade fixed income securities. The Fund will also allocate a portion of the portfolio to real assets and to cash.
The equity portion of the Fund, which will make up approximately 60% of the portfolio (and may range from 35% to 70% of the portfolio), will consist of approximately 40% of U.S. equities and 20% of international equities. The international equity allocation will consist of one or more exchange
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WILMINGTON DIVERSIFIED INCOME FUND
traded funds (or other liquid pooled investment vehicle) that invest in high-quality, non-U.S., developed market equities that have provided relatively high dividend yields over time. The U.S. equity allocation will consist of the Fund Investment Sub-Advisors (Wilmington Trust Investment Advisors, Inc., or WTIA) Enhanced Dividend Income Strategy (EDIS). EDIS targets a portfolio level dividend yield of two times the S&P 500 dividend yield and seeks capital appreciation over a multi-year investment horizon principally through investments in U.S. large cap stocks, while maintaining low volatility versus the broader U.S. large-cap equity market. Volatility for purposes of the EDIS investment objective is measured by beta, standard deviation, and/or down-market capture as compared to the U.S. large-cap equity market as measured by the Russell 1000 Value Index. Although EDIS is focused principally on U.S. large cap stocks, the strategy may have holdings of non-U.S. and non-large cap stocks.
Quantitative and qualitative elements are interwoven throughout WTIAs EDIS process to identify high- quality, high-dividend paying purchase candidates for the EDIS portfolio. Quantitative screening and proprietary modeling defines, narrows, and prioritizes investment candidates for fundamental analysis. Quantitative screening criteria include, but are not limited to: minimum yield screening criteria versus the S&P 500 and dividend safety screening measures such as free cash flow and dividend reduction history. Fundamental analysis is employed to further test the strength of investment candidates competitive positioning, financial condition, and alignment of management incentives. The EDIS portfolio is constructed based on a bottom-up methodology with a top down overlay, using a team-based approach to select high-conviction portfolios consisting of generally 35-55 positions. All positions are continually monitored, with performance measured both on an absolute and relative basis.
The fixed income portion of the Fund, which will make up approximately 30% of the portfolio (and may range from 15% to 50% of the portfolio), will consist of WTIAs Core Bond Strategy (Core Bond). Core Bond consists primarily of U.S. investment grade corporate and government fixed income securities, including mortgage- and asset-backed securities, as well as unrated securities determined to be of comparable quality. WTIA may also invest up to 15% of the fixed income portion of the Fund in lower-rated debt securities (junk bonds). WTIA will normally seek to maintain a dollar-weighted average maturity of four to ten years. However, the dollar-weighted average maturity of the Funds individual investments will vary depending on market conditions. In selecting securities for the Fund, WTIA considers a securitys credit quality, capital appreciation potential, maturity and yield to maturity. WTIA will monitor changing economic conditions and trends, including interest rates, and may sell securities in anticipation of an increase in interest rates or purchase securities in anticipation of a decrease in interest rates. WTIA may also fulfill the junk bond allocation through investment in an appropriate exchange-traded
fund or other liquid pooled investment vehicle. The fixed income portion of the Fund will also include an allocation to cash of approximately 2.0% (which may range from 0% to 10% of the portfolio).
WTIA also manages the real assets portion of the Funds assets, which will make up approximately 10% of the portfolio (and may range from 0% to 35% of the portfolio), will consist of one or more exchange-traded funds, mutual funds or other pooled investment vehicles that invest in real estate-related companies, real estate investment trusts (REITs), and U.S. inflation-protected bonds. The real assets portion of the portfolio is intended to protect a portion of the Funds income and anticipated capital appreciation against inflation.
The Fund may engage in active and frequent trading as part of its principal investment strategy.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns include:
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Active Trading Risk. The Fund may trade securities actively, which could increase its transaction costs (thereby lowering its performance and increasing the amount of taxes that you pay). |
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Asset Allocation Risk. The Advisors asset allocation decisions among various investments, including equity securities and fixed income securities, may not anticipate market trends successfully. The Advisor may make less than optimal or poor asset allocation decisions. The Advisor attempts to identify investment allocations that will provide consistent, quality performance for the Fund, but there is no guarantee that the allocation techniques will produce the desired results. You could lose money on your investment in the Fund as a result of these allocation decisions. |
|
Call Risk. Issuers of securities may redeem the securities prior to maturity at a price below their current market value. |
|
Changing Fixed Income Market Conditions Risk. The current historically low interest rate environment was created in part by the Federal Reserve Board (the FRB) and certain foreign central banks keeping the federal funds and equivalent foreign rates at or near zero. There is a risk that interest rates will change given changes in FRB monetary policy actions, as well as, the monetary policy responses of other central banks around the world. In addition, decreases in fixed income dealer market-making capacity may also potentially lead to heightened volatility and reduced liquidity in the fixed income markets. As a result, the value of the Funds investments and share price may decline. Changes in central bank policies could also result in higher than normal shareholder redemptions, which could potentially increase portfolio turnover and the Funds transaction costs. |
PROSPECTUS / August 31, 2019 | 21 |
WILMINGTON DIVERSIFIED INCOME FUND
|
Company Size Risk. The smaller companies in which the Fund may invest may have unproven track records, a limited product or service base, limited access to capital, and other attributes that can cause their share prices to fluctuate, and they may be more likely to fail than larger companies. Therefore, smaller companies may entail greater risks for investors than larger companies. |
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Credit Risk. There is a possibility that issuers of securities in which the Fund (and any Underlying Fund) invests may default in the payment of interest or principal on the securities when due, which would cause the Fund to lose money. |
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Exchange Traded Funds (ETFs) Risk. An investment in an ETF generally presents the same primary risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment objectives, strategies, and policies. The price of an ETF can fluctuate up or down, and a Fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs may be subject to the following risks that do not apply to conventional funds: (i) the market price of an ETFs shares may trade above or below their net asset value; (ii) an active trading market for an ETFs shares may not develop or be maintained; or (iii) trading of an ETFs shares may be halted if the listing exchanges officials deem such action appropriate, the shares are delisted from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally. |
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Foreign Investing Risks. Economic, political or regulatory conditions may be less favorable, and markets may be less liquid, less transparent and more volatile, in foreign countries, and in particular emerging markets, than in the United States. Currency fluctuations may reduce investment gains or add to investment losses. |
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Inflation-Indexed Securities Risks. Because of the inflation-adjustment feature, inflation-indexed securities typically have lower yields than conventional fixed-rate bonds. The value of inflation-indexed, fixed income securities generally fluctuates in response to changes in real interest rates, which are in turn tied to the relationship between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of an inflation-indexed security. Interest payments on inflation-indexed securities will fluctuate as the principal and/or interest is adjusted for inflation and can be unpredictable. The amounts of the income distributions from an inflation-indexed security are likely to fluctuate considerably more than the income distribution amounts of a conventional bond. The Fund may also experience a loss on an inflation-indexed security if there is deflation. If inflation is lower than expected during the period the Fund holds an inflation-indexed security, the |
Fund may earn less on the security than on a conventional bond. There can be no assurance that the inflation index used will accurately measure the real rate of inflation in the prices of goods and services. The Funds investment in inflation-indexed securities may lose value in the event that the actual rate of inflation is different than the rate of the inflation index. |
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Inflation-Indexed Securities Tax Risk. Any increase in the principal amount of an inflation-indexed security may be included for tax purposes in the Funds gross income, even though no cash attributable to such gross income has been received by the Fund. In such event, the Fund may be required to make annual distributions to shareholders that exceed the cash it has otherwise received. In order to pay such distributions, the Fund may be required to raise cash by selling portfolio investments. The sale of such investments could result in capital gains to the Fund. In addition, adjustments during the taxable year for deflation to an inflation-indexed bond held by the Fund may cause amounts previously distributed by the Fund in the taxable year as income to be recharacterized as a return of capital. |
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Information Risk. When the quantitative analytical tools (Tools) and information and data (Data) used in managing the Fund prove to be incorrect or incomplete, any investment decisions made in reliance on the Tools and Data may not produce the desired results and the Fund may realize losses. |
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Interest Rate Risk. The risk posed by the fact that prices of fixed income securities rise and fall inversely in response to interest rate changes. For instance, a rise in interest rate causes a fall in the value of a fixed income securities. In addition, this risk increases with the length of the maturity of the fixed income security. For example, the value of a security with a duration of five years would be expected to decrease by 5% for every 1% increase in interest rates. Accordingly, the yield earned by a Fund will vary with changes in interest rates. Also, when interest rates fall, the price of mortgage-backed securities may not rise to as great an extent as that of other fixed income securities. Duration is a measure of the expected life of a debt security that is used to determine the sensitivity of the securitys price to changes in interest rates. Generally, the longer the Funds duration, the more sensitive the Fund will be to changes in interest rates. |
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Liquidity Risk. The risk that certain securities or other instruments may be difficult or impossible for the Fund to sell or dispose of at the price at which the Fund has valued the security. |
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Mortgage-Backed and Asset-Backed Securities Risk. Through its investments in mortgage-backed securities, the Fund may have some exposure to subprime loans, as well as to the mortgage and credit markets generally. Subprime loans, which are loans made to borrowers with |
22 | August 31, 2019 / PROSPECTUS |
WILMINGTON DIVERSIFIED INCOME FUND
weakened credit histories, have had in many cases higher default rates than loans that meet government underwriting requirements. The credit quality of most asset-backed securities depends primarily on the credit quality of the assets underlying such securities, how well the entity issuing the security is insulated from the credit risk of the originator or any other affiliated entities, and the amount and quality of any credit enhancement of the securities. |
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Non-Investment Grade Securities (Junk Bonds) Risk. High-yield bonds, which are rated below investment grade and are typically referred to as junk bonds, are generally more exposed to credit risk than investment grade securities. These securities are generally higher-yielding and higher-risk than investment grade, fixed income securities and are issued by entities whose ability to pay interest and principal on the debt in a timely manner is considered questionable. |
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Prepayment Risk. The risk that a mortgage-backed or other asset-backed security may be paid off and proceeds delivered to the Fund earlier than anticipated. Prepayment risk is more prevalent during periods of falling interest rates. |
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Real Estate-Related Risk. Investments in real estate (generally REITs) expose the Fund to the risks of owning real estate directly, such as market-specific conditions (economic, supply/ demand imbalances), creditworthiness of the issuer, quality of property management, and changing interest rates. Investing in REITs and REIT-like entities involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. REITs and REIT-like entities are dependent upon management skill, may not be diversified, and are subject to heavy cash flow dependency and self-liquidation. REITs and REIT-like entities also are subject to the possibility of failing to qualify for tax free pass-through of income. Also, because REITs and REIT- like entities typically are invested in a limited number of projects or in a particular market segment, these entities are more susceptible to adverse developments affecting a single project or market segment than more broadly diversified investments. |
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Screening Criteria Risk. Strict application of the dividend-yield screening criterion for the U.S. equities portion of the Funds portfolio means that the Fund might have difficulty in finding suitable investments in certain markets, may be concentrated in a relatively small number of positions, and may not invest in companies experiencing, or expected to experience, meaningful capital appreciation. |
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Stock Market Risk. The value of equity securities in the Funds portfolio will fluctuate and, as a result, the Funds share price may decline suddenly or over a sustained period of time. |
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Underlying Funds Risk. The investment performance of the Fund is affected by the investment performance of the underlying funds in which it invests. The ability of the Fund to achieve its investment goal depends on the ability of the underlying funds to meet their investment goals and on the decisions of Wilmington Funds Management Corporation, as investment advisor, regarding the allocation of the Funds assets among the underlying funds. There can be no assurance that the investment goal of the Fund or any underlying fund will be achieved. Through its investments in underlying funds, the Fund is subject to the risks of the underlying funds investments. Certain of the risks of the underlying funds investments are described above. In addition, both the Fund and the underlying funds in which it invests bear fees and expenses, so investment in the Fund may be subject to certain duplicate expenses. The Advisor is subject to certain conflicts of interest in choosing the underlying funds in which the Fund may invest. |
As with any mutual fund investment, loss of money is a risk of investing. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
The bar chart and table immediately following show the variability of the Funds returns and are meant to provide some indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year, with respect to its Class A Shares, and by showing how the Funds average annual total returns for 1, 5 and 10 years compare with those of broad measures of market performance. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. The performance reflected in the bar chart for the Fund does not reflect any sales charges, which, if reflected, would lower returns. The Fund changed its investment strategy on August 31, 2017. Performance for the periods shown prior to August 31, 2017 is based on prior investment strategy. The table shows returns for the Funds primary broad-based market index, the Russell 1000 Value Index, and secondary broad-based market index, the Barclays U.S. Aggregate Bond Index. The Fund also compares its performance to the Diversified Blended Index constructed by the Advisor. Updated performance information for the Fund can be obtained by visiting www.wilmingtonfunds.com.
The performance information for the periods prior to June 11, 2010 for Class A Shares of the Fund is the historical performance information for the MTB Managed Allocation Fund Moderate Growth (Moderate Fund), which, along with two other Wilmington Funds (formerly MTB Funds), was merged into the Fund at that time. The historic performance information of the Moderate Fund is shown because it was the accounting survivor of the merger.
PROSPECTUS / August 31, 2019 | 23 |
WILMINGTON DIVERSIFIED INCOME FUND
Annual Total Returns Class A Shares
Best Quarter 15.41% 6/30/2009
Worst Quarter (12.62)% 9/30/2011 |
The Funds Class A Shares total return for the six-month period from January 1, 2019 to June 30, 2019 was 10.32%. The maximum Class A sales charge of 5.50%, which is normally deducted when you purchase shares, is not reflected in the best quarter/worst quarter returns or in the bar chart. If this fee were included, the returns would be less than those shown. The average annual total returns in the table below do include the sales charge for Class A Shares.
Average Annual Total Returns
(For the periods ended December 31, 2018)
1 Year | 5 Years | 10 Years | ||||||||||
Class A Shares |
||||||||||||
Return Before Taxes |
-10.47% | 1.59% | 6.06% | |||||||||
Return After Taxes on Distributions |
-11.71% | 0.37% | 5.28% | |||||||||
Return After Taxes on Distributions and Sales of Fund |
-5.98% | 1.02% | 4.74% | |||||||||
Class I Shares |
||||||||||||
Return Before Taxes |
-5.10% | 3.01% | 5.67% | * | ||||||||
Russell 1000 Value Index (reflects no deductions for fees, expenses or taxes) |
-8.27% | 5.95% | 11.18% | |||||||||
Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deductions for fees, expenses or taxes) |
0.01% | 2.52% | 3.48% | |||||||||
Diversified Blended Index (reflects no deduction for taxes)** |
-5.83% | 3.74% | 8.01% |
* | The total return shown for the Class I Shares is for the period beginning June 11, 2010 (commencement of operations). The total returns for same corresponding period for the |
Russell 1000 Value Index, Bloomberg Barclays U.S. Aggregate Bond Index and the Diversified Blended Index were 10.73%, 2.89% and 7.01%, respectively. |
** | The Diversified Blended Index is calculated by the investment advisor and represents the weighted returns of the following indices: 36.0% Russell 1000 Value Index; 24.0% Bloomberg Barclays U.S. Aggregate Bond Index; 17.0% MSCI EAFE Index; 7.0% Bloomberg Barclays U.S. Corporate High Yield Bond Index; 7.0%, Bloomberg Barclays U.S. Government Inflation-Linked Bond Index; 4.5% Dow Jones Global ex-U.S. Select Real Estate Securities Index; 2.5% S&P U.S. REIT Index; and 2.0% Ibbotson Associates SBBI 30-Day U.S. T-Bill Index. |
After-tax performance is presented only for Class A Shares of the Fund. The after-tax returns for other Fund classes may vary. Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds Fund shares in a tax-advantaged account, such as an individual retirement account or a 401(k) plan.
Investment Advisor
Wilmington Funds Management Corporation
Investment Sub-Advisor
Wilmington Trust Investment Advisors, Inc. (WTIA)
Portfolio Managers | Title |
Service Date
(with the Fund) |
||
Matthew D. Glaser |
Group Vice President and Head of Equity and Non-Traditional Investments at WTIA | 2017 | ||
Allen E. Choinski, CFA | Vice President and Portfolio Manager/Research Analyst at WTIA | 2012 | ||
Andrew H. Hopkins, CFA, CPA | Administrative Vice President and Head of Equity Research at WTIA | 2017 | ||
Mark D. Horst, CFA | Vice President and Portfolio Manager/ Research Analyst at WTIA | 2017 | ||
Dominick J. DEramo, CFA | Senior Vice President and Head of Fixed Income at WTIA | 2017 | ||
James M. Hannan | Administrative Vice President and Portfolio Manager at WTIA | 2017 |
Purchase and Sale of Fund Shares
Requests to purchase or redeem Fund Shares are processed on each day that the New York Stock Exchange (NYSE) is open for business. You may purchase or redeem Shares by contacting the Fund at 1-800-836-2211. If you invest
24 | August 31, 2019 / PROSPECTUS |
WILMINGTON DIVERSIFIED INCOME FUND
through a financial intermediary, please contact that intermediary regarding purchase and redemption procedures.
Minimum Initial Investment Amount (Class A Shares):* | $ | 1,000 | ||
Minimum Initial Investment Amount (Class I Shares):* | $ | 100,000 | ||
Minimum Subsequent Investment Amount (all share classes): | $ | 25 |
* | Other restrictions may apply. See Purchasing Shares in the Prospectus for further information. |
The minimum initial and subsequent investment amounts may be waived or lowered from time to time.
The distributions you receive from the Fund are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-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.
Additional Payments to Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies (such as the Advisor) may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your sales person or visit your financial intermediarys website for more information.
PROSPECTUS / August 31, 2019 | 25 |
WILMINGTON INTERMEDIATE-TERM BOND FUND SUMMARY
The Fund seeks to provide current income and secondarily, capital growth.
This table describes the fees and expenses that you may pay if you buy and hold the Funds Class A Shares and Class I Shares. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $100,000 in the Wilmington Funds. More information about these and other discounts is available from your financial professional and in the Funds prospectus in the section entitled How are shares priced? on page 82 of this prospectus.
Shareholder Fees
(Fees paid directly from your investment)
Class A | Class I | |||||||
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) |
4.50% | None | ||||||
Maximum Deferred Sales Charge (Load) | None | None | ||||||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) | None | None | ||||||
Redemption Fee | None | None | ||||||
Exchange Fee | None | None |
Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
Class A | Class I | |||||||
Management Fee | 0.45% | 0.45% | ||||||
Distribution and/or Service (12b-1) Fees | 0.25% | None | ||||||
Other Expenses | 0.62% | 0.62% | ||||||
Total Annual Fund Operating Expenses | 1.32% | 1.07% | ||||||
Fee Waivers and/or Expense Reimbursements(1) | -0.48% | -0.58% | ||||||
Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement | 0.84% | 0.49% |
(1) | The Funds Advisor, distributor and shareholder services provider have agreed to waive their fees and/or reimburse expenses so that the total annual fund operating expenses paid by the Funds Class A Shares and Class I Shares will not exceed 0.84% and 0.49%, respectively, not including the effects of taxes or extraordinary expenses. This waiver may be amended or withdrawn after August 31, 2020, or with the agreement of the Funds Board of Trustees. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Funds Class A Shares and Class I Shares for the time periods
indicated and then redeem all of your Shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The costs for the Fund reflect the net expenses of the Fund that result from the fee waiver/expense reimbursement in the first year only. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class A |
||||||||||||||||
Expenses assuming redemption |
$ | 532 | $ | 804 | $ | 1,097 | $ | 1,929 | ||||||||
Class I |
||||||||||||||||
Expenses assuming redemption |
$ | 50 | $ | 283 | $ | 534 | $ | 1,253 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 25% of the average value of its portfolio.
Principal Investment Strategies of the Fund
The Fund seeks to achieve its investment goal by investing primarily in U.S. investment grade corporate and government fixed income securities, including mortgage and asset backed securities. Under normal circumstances, the Fund invests at least 80% of the value of its net assets in fixed income securities. The Funds investment advisor will select investment grade fixed income securities and unrated securities determined to be of comparable quality, but also may invest up to 5% of the Funds total assets in lower-rated debt securities (junk bonds). The Fund normally invests in securities with intermediate maturities, and the Fund seeks to maintain a weighted average maturity of three to five years. However, the Fund has no maturity restrictions on individual issues, and the weighted average maturity of the Funds portfolio will vary within a range of three to five years depending on market conditions.
In selecting securities for the Fund, the investment advisor considers a securitys credit quality, capital appreciation potential, maturity and yield to maturity. The investment advisor will monitor changing economic conditions and trends, including interest rates, and may sell securities in anticipation of an increase in interest rates or purchase securities in anticipation of a decrease in interest rates.
26 | August 31, 2019 / PROSPECTUS |
WILMINGTON INTERMEDIATE-TERM BOND FUND
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns include:
|
Active Trading Risk. The Fund may trade securities actively, which could increase its transaction costs (thereby lowering its performance) and increase the amount of taxes that you pay. |
|
Call Risk. Issuers of securities may redeem the securities prior to maturity at a price below their current market value. |
|
Changing Fixed Income Market Conditions Risk. The current historically low interest rate environment was created in part by the Federal Reserve Board (FRB) and certain foreign central banks keeping the federal funds and equivalent foreign rates at or near zero. There is a risk that interest rates will change given changes in FRB monetary policy actions, as well as, the monetary policy responses of other central banks around the world. In addition, decreases in fixed income dealer market-making capacity may also potentially lead to heightened volatility and reduced liquidity in the fixed income markets. As a result, the value of the Funds investments and share price may decline. Changes in central bank policies could also result in higher than normal shareholder redemptions, which could potentially increase portfolio turnover and the Funds transaction costs. |
|
Credit Risk. There is a possibility that issuers of securities in which the Fund invests may default in the payment of interest or principal on the securities when due, which would cause the Fund to lose money. |
|
Interest Rate Risk. The risk posed by the fact that prices of fixed income securities rise and fall inversely in response to interest rate changes. For instance, a rise in interest rate causes a fall in the value of a fixed income securities. In addition, this risk increases with the length of the maturity of the fixed income security. Accordingly, the yield earned by a Fund will vary with changes in interest rates. Also, when interest rates fall, the price of mortgage-backed securities may not rise to as great an extent as that of other fixed income securities. Duration is a measure of the expected life of a debt security that is used to determine the sensitivity of the securitys price to changes in interest rates. Generally, the longer the Funds duration, the more sensitive the Fund will be to changes in interest rates. |
|
Liquidity Risk. The risk that certain securities may be difficult or impossible for a Fund to sell or dispose of at the price at which the Fund has valued the security. |
|
Mortgage-Backed and Asset-Backed Securities Risk. Through its investments in mortgage-backed securities, the Fund may have some exposure to subprime loans, as well as to the mortgage and credit markets generally. |
Subprime loans, which are loans made to borrowers with weakened credit histories, have had in many cases higher default rates than loans that meet government underwriting requirements. The credit quality of most asset-backed securities depends primarily on the credit quality of the assets underlying such securities, how well the entity issuing the security is insulated from the credit risk of the originator or any other affiliated entities, and the amount and quality of any credit enhancement of the securities. |
|
Non-Investment Grade Securities (Junk Bonds) Risk. High-yield bonds, which are rated below investment grade and are typically referred to as junk bonds, are generally more exposed to credit risk than investment grade securities. These securities are generally higher-yielding and higher-risk than investment grade, fixed income securities and are issued by entities whose ability to pay interest and principal on the debt in a timely manner is considered questionable. |
|
Prepayment Risk. The risk that a mortgage-backed or other asset-backed security may be paid off and proceeds delivered to a Fund earlier than anticipated. Prepayment risk is more prevalent during periods of falling interest rates. |
As with any mutual fund investment, loss of money is a risk of investing. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
The bar chart and table immediately following show the variability of the Funds returns and are meant to provide some indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year, with respect to its Class I Shares and by showing how the Funds average annual total returns for 1, 5 and 10 years or life of the Fund compare with those of a broad measure of market performance. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at www.wilmingtonfunds.com.
PROSPECTUS / August 31, 2019 | 27 |
WILMINGTON INTERMEDIATE-TERM BOND FUND
Annual Total Returns Class I Shares
Best Quarter 3.83% 9/30/2009
Worst Quarter (2.13)% 12/31/2016 |
The Funds Class I Shares total return for the six-month period from January 1, 2019 to June 30, 2019 was 4.82%. For Class A Shares the average annual total returns in the table below include the maximum Class A sales charge of 4.50%, which is normally deducted when you purchase shares.
Average Annual Total Returns
(For the periods ended December 31, 2018)
1 Year | 5 Years | 10 Years | ||||||||||
Class I Shares |
||||||||||||
Return Before Taxes |
0.48% | 1.55% | 3.37% | |||||||||
Return After Taxes on Distributions |
-0.42% | 0.65% | 2.10% | |||||||||
Return After Taxes on Distributions and Sale of Fund Shares |
0.29% | 0.83% | 2.19% | |||||||||
Class A Shares |
||||||||||||
Return Before Taxes |
-4.23% | 0.32% | 2.58% | |||||||||
Bloomberg Barclays Intermediate Government/Credit Bond Index (reflects no deduction for fees, expenses or taxes) |
0.88% | 1.86% | 2.90% |
After-tax performance is presented only for Class I Shares of the Fund. The after-tax returns for other Fund classes may vary. Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution
of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds Fund shares in a tax-advantaged account, such as an individual retirement account or a 401(k) plan.
Investment Advisor
Wilmington Funds Management Corporation
Investment Sub-Advisor
Wilmington Trust Investment Advisors, Inc. (WTIA)
Portfolio Managers | Title |
Service Date
(with the Fund) |
||
Dominick J. DEramo, CFA | Senior Vice President and Head of Fixed Income at WTIA | 2012 | ||
Randy H. Vogel, CFA | Administrative Vice President, Senior Credit Analyst and Portfolio Manager at WTIA | 2012 | ||
Wilmer C. Stith, III, CFA | Vice President and Portfolio Manager at WTIA | 1996 | ||
James M. Hannan | Administrative Vice President and Portfolio Manager at WTIA | 2012 |
Purchase and Sale of Fund Shares
Requests to purchase or redeem Fund Shares are processed on each day that the New York Stock Exchange (NYSE) is open for business. You may purchase or redeem Shares by contacting the Fund at 1-800-836-2211. If you invest through a financial intermediary, please contact that intermediary regarding purchase and redemption procedures.
Minimum Initial Investment Amount (Class A):* | $ | 1,000 | ||
Minimum Initial Investment Amount (Class I):* | $ | 100,000 | ||
Minimum Subsequent Investment Amount (all share classes): | $ | 25 |
* | Other restrictions may apply. See Purchasing Shares in the Prospectus for further information. |
The minimum initial and subsequent investment amounts may be waived or lowered from time to time.
The distributions you receive from the Fund are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-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.
28 | August 31, 2019 / PROSPECTUS |
WILMINGTON INTERMEDIATE-TERM BOND FUND
Additional Payments to Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies (such as the Advisor) may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your sales person or visit your financial intermediarys website for more information.
PROSPECTUS / August 31, 2019 | 29 |
WILMINGTON BROAD MARKET BOND FUND SUMMARY
The Fund seeks to provide current income and secondarily, capital growth.
This table describes the fees and expenses that you may pay if you buy and hold the Funds Class A Shares and Class I Shares. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $100,000 in the Wilmington Funds. More information about these and other discounts is available from your financial professional and in the Funds prospectus in the section entitled How are shares priced? on page 82 of this prospectus.
Shareholder Fees
(Fees paid directly from your investment)
Class A | Class I | |||||||
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) |
4.50% | None | ||||||
Maximum Deferred Sales Charge
(Load) |
None | None | ||||||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) |
None | None | ||||||
Redemption Fee | None | None | ||||||
Exchange Fee | None | None |
Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
Class A | Class I | |||||||
Management Fee | 0.45% | 0.45% | ||||||
Distribution and/or Service (12b-1) Fees | 0.25% | None | ||||||
Other Expenses | 0.38% | 0.38% | ||||||
Total Annual Fund Operating Expenses | 1.08% | 0.83% | ||||||
Fee Waivers and/or Expense Reimbursements(1) | -0.24% | -0.34% | ||||||
Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement | 0.84% | 0.49% |
(1) | The Funds Advisor, distributor and shareholder services provider have agreed to waive their fees and/or reimburse expenses so that the total annual fund operating expenses paid by the Funds Class A Shares and Class I Shares will not exceed 0.84% and 0.49%, respectively, not including the effects of taxes or extraordinary expenses. This waiver may be amended or withdrawn after August 31, 2020, or with the agreement of the Funds Board of Trustees. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Funds Class A Shares and Class I Shares for the time periods indicated and then redeem all of your Shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The costs for the Fund reflect the net expenses of the Fund that result from the fee waiver/expense reimbursement in the first year only. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class A |
||||||||||||||||
Expenses assuming redemption |
$ | 532 | $ | 755 | $ | 996 | $ | 1,687 | ||||||||
Class I |
||||||||||||||||
Expenses assuming redemption |
$ | 50 | $ | 231 | $ | 427 | $ | 994 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 36% of the average value of its portfolio.
Principal Investment Strategies of the Fund
The Fund seeks to achieve its investment goal by investing primarily in U.S. investment grade corporate and government fixed income securities, including mortgage and asset
backed securities. Under normal circumstances, the Fund invests at least 80% of the value of its net assets in fixed income securities. The Funds investment advisor will generally select investment grade fixed income securities and unrated securities determined to be of comparable quality, but also may invest up to 5% of the Funds total assets in lower-rated debt securities (junk bonds). The Fund seeks to maintain a dollar-weighted average maturity of four to ten years. However, the dollar-weighted average maturity of the Funds investments will vary depending on market conditions.
In selecting securities for the Fund, the investment advisor considers a securitys credit quality, capital appreciation potential, maturity and yield to maturity. The investment advisor will monitor changing economic conditions and trends, including interest rates, and may sell securities in anticipation of an increase in interest rates or purchase securities in anticipation of a decrease in interest rates.
30 | August 31, 2019 / PROSPECTUS |
WILMINGTON BROAD MARKET BOND FUND
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns include:
|
Active Trading Risk. The Fund may trade securities actively, which could increase its transaction costs (thereby lowering its performance) and increase the amount of taxes that you pay. |
|
Call Risk. Issuers of securities may redeem the securities prior to maturity at a price below their current market value. |
|
Changing Fixed Income Market Conditions Risk. The current historically low interest rate environment was created in part by the Federal Reserve Board (FRB) and certain foreign central banks keeping the federal funds and equivalent foreign rates at or near zero. There is a risk that interest rates will change given changes in FRB monetary policy actions, as well as, the monetary policy responses of other central banks around the world. In addition, decreases in fixed income dealer market-making capacity may also potentially lead to heightened volatility and reduced liquidity in the fixed income markets. As a result, the value of the Funds investments and share price may decline. Changes in central bank policies could also result in higher than normal shareholder redemptions, which could potentially increase portfolio turnover and the Funds transaction costs. |
|
Credit Risk. There is a possibility that issuers of securities in which the Fund invests may default in the payment of interest or principal on the securities when due, which would cause the Fund to lose money. |
|
Interest Rate Risk. The risk posed by the fact that prices of fixed income securities rise and fall inversely in response to interest rate changes. For instance, a rise in interest rate causes a fall in the value of a fixed income securities. In addition, this risk increases with the length of the maturity of the fixed income security. Accordingly, the yield earned by a Fund will vary with changes in interest rates. Also, when interest rates fall, the price of mortgage-backed securities may not rise to as great an extent as that of other fixed income securities. Duration is a measure of the expected life of a debt security that is used to determine the sensitivity of the securitys price to changes in interest rates. Generally, the longer the Funds duration, the more sensitive the Fund will be to changes in interest rates. |
|
Liquidity Risk. The risk that certain securities may be difficult or impossible for a Fund to sell or dispose of at the price at which the Fund has valued the security. |
|
Mortgage-Backed and Asset-Backed Securities Risk. Through its investments in mortgage-backed securities, the Fund may have some exposure to subprime loans, as well as to the mortgage and credit markets generally. Subprime loans, which are loans made to borrowers with weakened credit histories, have had in many cases higher default rates than loans that meet government underwriting requirements. The credit quality of most asset-backed securities depends primarily on the credit quality of the assets underlying such securities, how well the entity issuing the security is insulated from the credit risk of the originator or any other affiliated entities, and the amount and quality of any credit enhancement of the securities. |
|
Non-Investment Grade Securities (Junk Bonds) Risk. High-yield bonds, which are rated below investment grade and are typically referred to as junk bonds, are generally more exposed to credit risk than investment grade securities. These securities are generally higher-yielding and higher-risk than investment grade, fixed income securities and are issued by entities whose ability to pay interest and principal on the debt in a timely manner is considered questionable. |
|
Prepayment Risk. The risk that a mortgage-backed or other asset-backed security may be paid off and proceeds delivered to a Fund earlier than anticipated. Prepayment risk is more prevalent during periods of falling interest rates. |
As with any mutual fund investment, loss of money is a risk of investing. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
The bar chart and table immediately following show the variability of the Funds returns and are meant to provide some indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year, with respect to its Class I Shares, and by showing how the Funds average annual total returns for 1, 5 and 10 years compare with those of a broad measure of market performance. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at www.wilmingtonfunds.com.
PROSPECTUS / August 31, 2019 | 31 |
WILMINGTON BROAD MARKET BOND FUND
Annual Total Returns Class I Shares
Best Quarter 5.10% 9/30/2009
|
||
Worst Quarter (3.11)% 12/31/2016 |
The Funds Class I Shares total return for the six-month period from January 1, 2019 to June 30, 2019 was 5.77%. For Class A Shares the average annual total returns in the table below include the maximum Class A sales charge of 4.50%, which is normally deducted when you purchase shares.
Average Annual Total Returns
(For the periods ended December 31, 2018)
1 Year | 5 Years | 10 Years | ||||||||||
Class I Shares |
||||||||||||
Return Before Taxes |
-0.42% | 2.26% | 3.99% | |||||||||
Return After Taxes on Distributions |
-1.44% | 1.22% | 2.60% | |||||||||
Return After Taxes on Distributions and Sale of Fund Shares |
-0.25% | 1.27% | 2.59% | |||||||||
Class A Shares |
||||||||||||
Return Before Taxes |
-5.25% | 0.99% | 3.19% | |||||||||
Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes) |
0.01% | 2.52% | 3.48% |
After-tax performance is presented only for Class I Shares of the Fund. The after-tax returns for other Fund classes may vary. Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution
of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds Fund shares in a tax-advantaged account, such as an individual retirement account or a 401(k) plan.
Investment Advisor
Wilmington Funds Management Corporation
Investment Sub-Advisor
Wilmington Trust Investment Advisors, Inc. (WTIA)
Portfolio Managers | Title |
Service Date
(with the Fund) |
||
James M. Hannan | Administrative Vice President and Portfolio Manager at WTIA | 2002 | ||
Wilmer C. Stith, III, CFA | Vice President and Portfolio Manager at WTIA | 1996 | ||
Dominick J. DEramo, CFA | Senior Vice President and Head of Fixed Income at WTIA | 2012 | ||
Randy H. Vogel, CFA | Administrative Vice President, Senior Credit Analyst and Portfolio Manager at WTIA | 2012 |
Purchase and Sale of Fund Shares
Requests to purchase or redeem Fund Shares are processed on each day that the New York Stock Exchange (NYSE) is open for business. You may purchase or redeem Shares by contacting the Fund at 1-800-836-2211. If you invest through a financial intermediary, please contact that intermediary regarding purchase and redemption procedures.
Minimum Initial Investment Amount (Class A):* | $ | 1,000 | ||
Minimum Initial Investment Amount (Class I):* | $ | 100,000 | ||
Minimum Subsequent Investment Amount (all share classes): | $ | 25 |
* | Other restrictions may apply. See Purchasing Shares in the Prospectus for further information. |
The minimum initial and subsequent investment amounts may be waived or lowered from time to time.
The distributions you receive from the Fund are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-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.
32 | August 31, 2019 / PROSPECTUS |
WILMINGTON BROAD MARKET BOND FUND
Additional Payments to Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies (such as the Advisor) may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your sales person or visit your financial intermediarys website for more information.
PROSPECTUS / August 31, 2019 | 33 |
WILMINGTON SHORT-TERM BOND FUND SUMMARY
The Fund seeks to provide current income.
This table describes the fees and expenses that you may pay if you buy and hold the Funds Class A Shares and Class I Shares. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $100,000 in the Wilmington Funds. More information about these and other discounts is available from your financial professional and in the Funds prospectus in the section entitled How are shares priced? on page 82 of this prospectus.
Shareholder Fees
(Fees paid directly from your investment)
Class A | Class I | |||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 1.75% | None | ||||||
Maximum Deferred Sales Charge (Load) | None | None | ||||||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) | None | None | ||||||
Redemption Fee | None | None | ||||||
Exchange Fee | None | None |
Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
Class A | Class I | |||||||
Management Fee | 0.40% | 0.40% | ||||||
Distribution and/or Service (12b-1) Fees | 0.25% | None | ||||||
Other Expenses | 0.77% | 0.77% | ||||||
Total Annual Fund Operating Expenses | 1.42% | 1.17% | ||||||
Fee Waivers and/or Expense Reimbursements(1) | -0.69% | -0.69% | ||||||
Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement | 0.73% | 0.48% |
(1) | The Funds Advisor, distributor and shareholder services provider have agreed to waive their fees and/or reimburse expenses so that the total annual fund operating expenses paid by the Funds Class A Shares and Class I Shares will not exceed 0.73% and 0.48%, respectively, not including the effects of taxes or extraordinary expenses. This waiver may be amended or withdrawn after August 31, 2020, or with the agreement of the Funds Board of Trustees. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Funds Class A Shares and Class I Shares for the time periods
indicated and then redeem all of your Shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The costs for the Fund reflect the net expenses of the Fund that result from the fee waiver/expense reimbursement in the first year only. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class A |
||||||||||||||||
Expenses assuming redemption |
$ | 248 | $ | 550 | $ | 873 | $ | 1,789 | ||||||||
Class I |
||||||||||||||||
Expenses assuming redemption |
$ | 49 | $ | 303 | $ | 577 | $ | 1,359 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 67% of the average value of its portfolio.
Principal Investment Strategies of the Fund
The Fund seeks to achieve its investment goal by investing primarily in U.S. investment grade corporate and government fixed income securities, including mortgage and asset backed securities. Under normal circumstances, the Fund invests at least 80% of the value of its net assets in fixed income securities. The Funds investment advisor will select investment grade fixed income securities and unrated securities determined to be of comparable quality, but also may invest up to 15% of the Funds total assets in lower-rated debt securities (junk bonds). The Fund normally invests in securities with short maturities, and the Fund seeks to maintain a weighted average maturity of three years or less. However, the Fund has no maturity restrictions on individual issues, and the weighted average maturity of the Funds portfolio will vary within a range of zero to three years depending on market conditions. In selecting securities for the Fund, the investment advisor considers a securitys credit quality, capital appreciation potential, maturity and yield to maturity. The investment advisor will monitor changing economic conditions and trends, including interest rates, and may sell securities in anticipation of an increase in interest rates or purchase securities in anticipation of a decline in interest rates.
34 | August 31, 2019 / PROSPECTUS |
WILMINGTON SHORT-TERM BOND FUND
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns include:
|
Active Trading Risk. The Fund may trade securities actively, which could increase its transaction costs (thereby lowering its performance) and increase the amount of taxes that you pay. |
|
Call Risk. Issuers of securities may redeem the securities prior to maturity at a price below their current market value. |
|
Changing Fixed Income Market Conditions Risk. The current historically low interest rate environment was created in part by the Federal Reserve Board (FRB) and certain foreign central banks keeping the federal funds and equivalent foreign rates at or near zero. There is a risk that interest rates will change given changes in FRB monetary policy actions, as well as, the monetary policy responses of other central banks around the world. In addition, decreases in fixed income dealer market-making capacity may also potentially lead to heightened volatility and reduced liquidity in the fixed income markets. As a result, the value of the Funds investments and share price may decline. Changes in central bank policies could also result in higher than normal shareholder redemptions, which could potentially increase portfolio turnover and the Funds transaction costs. |
|
Credit Risk. There is a possibility that issuers of securities in which the Fund invests may default in the payment of interest or principal on the securities when due, which would cause the Fund to lose money. |
|
Interest Rate Risk. The risk posed by the fact that prices of fixed income securities rise and fall inversely in response to interest rate changes. For instance, a rise in interest rate causes a fall in the value of a fixed income securities. In addition, this risk increases with the length of the maturity of the fixed income security. Accordingly, the yield earned by a Fund will vary with changes in interest rates. Also, when interest rates fall, the price of mortgage-backed securities may not rise to as great an extent as that of other fixed income securities. Duration is a measure of the expected life of a debt security that is used to determine the sensitivity of the securitys price to changes in interest rates. Generally, the longer the Funds duration, the more sensitive the Fund will be to changes in interest rates. |
|
Liquidity Risk. The risk that certain securities may be difficult or impossible for a Fund to sell or dispose of at the price at which the Fund has valued the security. |
|
Mortgage-Backed and Asset-Backed Securities Risk. Through its investments in mortgage-backed securities, the Fund may have some exposure to subprime loans, as well as to the mortgage and credit markets generally. Subprime loans, which are loans made to borrowers with weakened credit histories, have had in many cases higher default rates than loans that meet government underwriting requirements. The credit quality of most asset-backed securities depends primarily on the credit quality of the assets underlying such securities, how well the entity issuing the security is insulated from the credit risk of the originator or any other affiliated entities, and the amount and quality of any credit enhancement of the securities. |
|
Non-Investment Grade Securities (Junk Bonds) Risk. High-yield bonds, which are rated below investment grade and are typically referred to as junk bonds, are generally more exposed to credit risk than investment grade securities. These securities are generally higher-yielding and higher-risk than investment grade, fixed income securities and are issued by entities whose ability to pay interest and principal on the debt in a timely manner is considered questionable. |
|
Prepayment Risk. The risk that a mortgage-backed or other asset-backed security may be paid off and proceeds delivered to a Fund earlier than anticipated. Prepayment risk is more prevalent during periods of falling interest rates. |
As with any mutual fund investment, loss of money is a risk of investing. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
The bar chart and table immediately following show the variability of the Funds returns and are meant to provide some indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year, with respect to its Class I Shares, and by showing how the Funds average annual total returns for 1, 5 and 10 years or the life of the Fund compare with those of a broad measure of market performance. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at www.wilmingtonfunds.com.
PROSPECTUS / August 31, 2019 | 35 |
WILMINGTON SHORT-TERM BOND FUND
Annual Total Returns Class I Shares
Best Quarter 2.72% 6/30/2009
Worst Quarter (0.53)% 6/30/2013 |
The Funds Class I Shares total return for the six-month period from January 1, 2019 to June 30, 2019 was 2.45%. For Class A Shares the average annual total returns in the table below include the maximum Class A sales charge of 1.75%, which is normally deducted when you purchase shares.
Average Annual Total Returns
(For the periods ended December 31, 2018)
1 Year | 5 Years | 10 Years | ||||||||||
Class I Shares |
||||||||||||
Return Before Taxes |
1.38% | 1.00% | 2.04% | |||||||||
Return After Taxes on Distributions |
0.61% | 0.34% | 1.34% | |||||||||
Return After Taxes on Distributions and Sale of Fund Shares |
0.81% | 0.49% | 1.31% | |||||||||
Class A Shares |
||||||||||||
Return Before Taxes |
-0.58% | 0.40% | 1.62% | |||||||||
Bloomberg Barclays 1-3 Year Government/Credit Bond Index (reflects no deduction for fees, expenses or taxes) |
1.60% | 1.03% | 1.52% |
After-tax performance is presented only for Class I Shares of the Fund. The after-tax returns for other Fund classes may vary. Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding
table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds Fund shares in a tax-advantaged account, such as an individual retirement account or a 401(k) plan.
Investment Advisor
Wilmington Funds Management Corporation
Investment Sub-Advisor
Wilmington Trust Investment Advisors, Inc. (WTIA)
Portfolio Manager | Title |
Service Date
(with the Fund) |
||
Wilmer C. Stith, III, CFA | Vice President and Portfolio Manager at WTIA | 1996 | ||
James M. Hannan | Administrative Vice President and Portfolio Manager at WTIA | 2012 |
Purchase and Sale of Fund Shares
Requests to purchase or redeem Fund Shares are processed on each day that the New York Stock Exchange (NYSE) is open for business. You may purchase or redeem Shares by contacting the Fund at 1-800-836-2211. If you invest through a financial intermediary, please contact that intermediary regarding purchase and redemption procedures.
Minimum Initial Investment Amount (Class A):* | $ | 1,000 | ||
Minimum Initial Investment Amount (Class I):* | $ | 100,000 | ||
Minimum Subsequent Investment Amount (all share classes): | $ | 25 |
* | Other restrictions may apply. See Purchasing Shares in the prospectus for further information. |
The minimum initial and subsequent investment amounts may be waived or lowered from time to time.
The distributions you receive from the Fund are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-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.
36 | August 31, 2019 / PROSPECTUS |
WILMINGTON SHORT-TERM BOND FUND
Additional Payments to Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies (such as the Advisor) may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your sales person or visit your financial intermediarys website for more information.
PROSPECTUS / August 31, 2019 | 37 |
WILMINGTON MUNICIPAL BOND FUND SUMMARY
The Fund seeks a high level of income exempt from federal income tax, consistent with the preservation of capital.
This table describes the fees and expenses that you may pay if you buy and hold the Funds Class A Shares and Class I Shares. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $100,000 in the Wilmington Funds. More information about these and other discounts is available from your financial professional and in the Funds prospectus in the section entitled How are shares priced? on page 82 of this prospectus.
Shareholder Fees
(Fees paid directly from your investment)
Class A | Class I | |||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) |
4.50% | None | ||||||
Maximum Deferred Sales Charge (Load) | None | None | ||||||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) | None | None | ||||||
Redemption Fee | None | None | ||||||
Exchange Fee | None | None |
Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
Class A | Class I | |||||||
Management Fee | 0.45% | 0.45% | ||||||
Distribution and/or Service
(12b-1) Fees |
0.25% | None | ||||||
Other Expenses | 0.40% | 0.40% | ||||||
Total Annual Fund Operating Expenses | 1.10% | 0.85% | ||||||
Fee Waivers and/or Expense
Reimbursements(1) |
-0.36% | -0.36% | ||||||
Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement | 0.74% | 0.49% |
(1) | The Funds Advisor, distributor and shareholder services provider have agreed to waive their fees and/or reimburse expenses so that the total annual fund operating expenses paid by the Funds Class A Shares and Class I Shares will not exceed 0.74% and 0.49%, respectively (not including the effects of taxes or other extraordinary expenses). This waiver may be amended or withdrawn after August 31, 2020, or with the agreement of the Funds Board of Trustees. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Funds Class A Shares and Class I Shares for the time periods indicated and then redeem all of your Shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The costs for the Fund reflect the net expenses of the Fund that result from the fee waiver/expense reimbursement in the first year only. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class A |
||||||||||||||||
Expenses assuming redemption |
$ | 522 | $ | 750 | $ | 996 | $ | 1,699 | ||||||||
Class I |
||||||||||||||||
Expenses assuming redemption |
$ | 50 | $ | 235 | $ | 436 | $ | 1,016 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 83% of the average value of the portfolio.
Principal Investment Strategies of the Fund
Under normal circumstances, the Fund invests at least 80% of the value of its net assets in municipal securities that provide interest exempt from federal income tax. However, the income on these securities may be subject to the federal alternative minimum tax (AMT). The Fund may invest up to 20% of its assets in other types of fixed income securities that provide income that is subject to federal income tax. The Fund generally invests in securities rated in the top four categories by a rating agency such as Moodys Investors Service, Inc. (Moodys) or Standard & Poors Corporation (S&P) or if unrated, determined by the investment advisor to be of comparable quality. The Fund seeks to maintain a weighted average maturity of three to ten years. However, the Fund has no maturity restrictions on individual issues, and the weighted average maturity of the Funds portfolio will vary depending on market conditions.
The Fund may invest more than 25% of its assets in securities relating to one political subdivision, such as any state or U.S. territory. The Fund may focus its investments in sectors of the municipal securities market, such as healthcare or housing. There are no limitations on the
38 | August 31, 2019 / PROSPECTUS |
WILMINGTON MUNICIPAL BOND FUND
Funds investment in any one of the three general categories of municipal obligations: general obligation bonds, special revenue bonds and private activity bonds.
In selecting securities, the Funds investment advisor focuses on credit analysis, the relative values of different sectors of the market, geographic diversity and securities with different and potentially advantageous structures. The investment advisor seeks to construct a portfolio with substantially the same interest rate exposure as the Funds benchmark, and does not select securities based on forecasts of interest rates.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns include:
|
Alternative Minimum Tax Risk. Although the interest received from municipal securities generally is exempt from federal income tax, the Fund may invest a portion of its total assets in municipal securities subject to the federal alternative minimum tax. Accordingly, investment in the Fund could cause noncorporate shareholders to be subject to (or result in an increased liability under) the federal alternative minimum tax. |
|
Call Risk. Issuers of securities may redeem the securities prior to maturity at a price below their current market value. |
|
Changing Fixed Income Market Conditions Risk. The current historically low interest rate environment was created in part by the Federal Reserve Board (FRB) and certain foreign central banks keeping the federal funds and equivalent foreign rates at or near zero. There is a risk that interest rates will change given changes in FRB monetary policy actions, as well as, the monetary policy responses of other central banks around the world. In addition, decreases in fixed income dealer market-making capacity may also potentially lead to heightened volatility and reduced liquidity in the fixed income markets. As a result, the value of the Funds investments and share price may decline. Changes in central bank policies could also result in higher than normal shareholder redemptions, which could potentially increase portfolio turnover and the Funds transaction costs. |
|
Credit Risk. There is a possibility that issuers of securities in which the Fund invests may default in the payment of interest or principal on the securities when due, which would cause the Fund to lose money. |
|
Interest Rate Risk. The risk posed by the fact that prices of fixed income securities rise and fall inversely in response to interest rate changes. For instance, a rise in interest rate causes a fall in the value of a fixed income securities. In addition, this risk increases with the length of the maturity of the fixed income security. Accordingly, the yield earned by a Fund will vary with changes |
in interest rates. Also, when interest rates fall, the price of mortgage-backed securities may not rise to as great an extent as that of other fixed income securities. Duration is a measure of the expected life of a debt security that is used to determine the sensitivity of the securitys price to changes in interest rates. Generally, the longer the Funds duration, the more sensitive the Fund will be to changes in interest rates. |
|
Liquidity Risk. The risk that certain securities may be difficult or impossible for a Fund to sell or dispose of at the price at which the Fund has valued the security. |
|
Municipal Securities Risk. The Fund will likely be impacted by events tied to the overall municipal securities markets. Those markets can be volatile and significantly affected by unfavorable legislative or political developments and adverse changes in the financial conditions of municipal securities issuers and the economy. Further, a fund that invests in the securities of a particular bond market sector (e.g., healthcare, housing or one political subdivision) is subject to the risk that adverse circumstances will have a greater impact on the fund than a fund that does not make such sector investments. It is possible that economic, business or political developments or other changes affecting one security in the sector will affect other securities in that sector in the same manner, thereby increasing the risk of such investments. |
|
Prepayment Risk. The risk that certain municipal securities may be paid off and proceeds delivered to a Fund earlier than anticipated. Prepayment risk is more prevalent during periods of falling interest rates. |
|
Tax Risk. Failure of a municipal security to meet certain legal requirements may cause the interest received and distributed by the Fund to shareholders to be taxable, which could result in a decline in the securitys, and therefore the Funds, value. |
As with any mutual fund investment, loss of money is a risk of investing. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
The returns presented for the Fund for periods prior to March 9, 2012 reflect the performance of a former series of WT Mutual Fund, also known as Wilmington Municipal Bond Fund (the Predecessor Fund). The Fund adopted the performance of the Predecessor Fund as the result of a reorganization in which the Fund acquired all of the assets, subject to the liabilities, of the Predecessor Fund. The Fund and the Predecessor Fund have substantially similar investment goals and strategies.
The bar chart and table immediately following show the variability of the Funds returns and are meant to provide some indication of the risks of investing in the Fund by
PROSPECTUS / August 31, 2019 | 39 |
WILMINGTON MUNICIPAL BOND FUND
showing changes in the Funds performance from year to year, with respect to its Class I Shares, and by showing how the Funds average annual total returns for 1, 5 and 10 years or the life of the Fund compare with those of broad measures of market performance. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at www.wilmingtonfunds.com.
Annual Total Returns Class I Shares
Best Quarter 5.48% 9/30/2009
Worst Quarter (3.50)% 12/31/2016 |
The Funds Class I Shares total return for the six-month period from January 1, 2019 to June 30, 2019 was 5.04%. For Class A Shares the average annual total returns in the table below include the maximum Class A sales charge of 4.50%, which is normally deducted when you purchase shares.
Average Annual Total Returns
(For the periods ended December 31, 2018)
1 Year | 5 Years | 10 Years | ||||||||||
Class I Shares |
||||||||||||
Return Before Taxes |
0.86% | 2.71% | 4.23% | |||||||||
Return After Taxes on Distributions |
0.86% | 2.50% | 4.00% | |||||||||
Return After Taxes on Distributions and Sale of Fund Shares |
1.38% | 2.55% | 3.89% | |||||||||
Class A Shares |
||||||||||||
Return Before Taxes |
-4.01% | 1.52% | 3.48% | |||||||||
Standard & Poors Intermediate Municipal Index (reflects no deduction for fees, expenses or taxes) |
1.55% | 3.31% | 4.47% |
After-tax performance is presented only for Class I Shares of the Fund. The after-tax returns for other Fund classes may vary. Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds Fund shares in a tax-advantaged account, such as an individual retirement account or a 401(k) plan.
Investment Advisor
Wilmington Funds Management Corporation (WFMC)
Investment Sub-Advisor
Wilmington Trust Investment Advisors, Inc.
Portfolio Managers | Title |
Service Date (with the Fund) |
||
Dan Scholl, CFA | Administrative Vice President and Head of Municipal Fixed Income at WTIA | 2019 | ||
Jason Hannon, CFA | Vice President, Head of Municipal Strategy at WTIA | 2019 | ||
Rebecca J. Rogers | Vice President and Senior Portfolio Manager at WTIA | 2011 | ||
John J. Malloy, Jr. | Vice President and Municipal Portfolio Manager at WTIA | 2011 |
40 | August 31, 2019 / PROSPECTUS |
WILMINGTON MUNICIPAL BOND FUND
Purchase and Sale of Fund Shares
Requests to purchase or redeem Fund Shares are processed on each day that the New York Stock Exchange (NYSE) is open for business. You may purchase or redeem Shares by contacting the Fund at 1-800-836-2211. If you invest through a financial intermediary, please contact that intermediary regarding purchase and redemption procedures.
Minimum Initial Investment Amount (Class A):* | $ | 1,000 | ||
Minimum Initial Investment Amount (Class I):* | $ | 100,000 | ||
Minimum Subsequent Investment Amount (all share classes): | $ | 25 |
* | Other restrictions may apply. See Purchasing Shares in the Prospectus for further information. |
The minimum initial and subsequent investment amounts may be waived or lowered from time to time.
The distributions you receive from the Fund primarily are exempt from regular federal income tax. A portion of these distributions, however, may be subject to federal AMT and state and local taxes. The Fund may also make distributions that are taxable to you as ordinary income or capital gains.
Additional Payments to Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies (such as the Advisor) may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your sales person or visit your financial intermediarys website for more information.
PROSPECTUS / August 31, 2019 | 41 |
WILMINGTON NEW YORK MUNICIPAL BOND FUND SUMMARY
The Fund seeks to provide current income that is exempt from both federal and New York personal income taxes.
This table describes the fees and expenses that you may pay if you buy and hold the Funds Class A Shares and Class I Shares. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $100,000 in the Wilmington Funds. More information about these and other discounts is available from your financial professional and in the Funds prospectus in the section entitled How are shares priced? on page 82 of this prospectus.
Shareholder Fees
(Fees paid directly from your investment)
Class A | Class I | |||||||
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) |
4.50% | None | ||||||
Maximum Deferred Sales Charge (Load) | None | None | ||||||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) | None | None | ||||||
Redemption Fee | None | None | ||||||
Exchange Fee | None | None |
Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
Class A | Class I | |||||||
Management Fee | 0.45% | 0.45% | ||||||
Distribution and/or Service (12b-1) Fees | 0.25% | None | ||||||
Other Expenses | 0.64% | 0.64% | ||||||
Acquired Fund Fees and Expenses | 0.01% | 0.01% | ||||||
Total Annual Fund Operating Expenses | 1.35% | 1.10% | ||||||
Fee Waivers and/or Expense Reimbursements(1) | -0.52% | -0.52% | ||||||
Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement | 0.83% | 0.58% |
(1) | The Funds Advisor, distributor and shareholder services provider have agreed to waive their fees and/or reimburse expenses so that the total annual fund operating expenses paid by the Funds Class A Shares and Class I Shares will not exceed 0.82% and 0.57%, respectively, not including the effects of taxes or extraordinary expenses. This waiver may be amended or withdrawn after August 31, 2020, or with the agreement of the Funds Board of Trustees. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Funds Class A Shares, and Class I Shares for the time periods indicated and then redeem all of your Shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The costs for the Fund reflect the net expenses of the Fund that result from the fee waiver/expense reimbursement in the first year only. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class A |
||||||||||||||||
Expenses assuming redemption |
$ | 531 | $ | 809 | $ | 1,109 | $ | 1,958 | ||||||||
Class I |
||||||||||||||||
Expenses assuming redemption |
$ | 59 | $ | 298 | $ | 556 | $ | 1,293 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 45% of the average value of its portfolio.
Principal Investment Strategies of the Fund
The Fund seeks to achieve its investment goal, under normal circumstances, by investing its net assets so that at least 80% of the income it distributes will be exempt from federal regular income tax and personal income tax imposed by the State of New York and New York municipalities. However, the income on these securities may be subject to the federal alternative minimum tax (AMT). The Fund is non-diversified, which means it can invest a larger percentage of assets in a small number of issuers. The Fund generally invests in investment grade municipal securities. The Fund seeks to maintain a weighted average maturity of three to ten years. However, the Fund has no maturity restrictions on individual issues, and the weighted average maturity of the Funds portfolio will vary depending on market conditions.
In selecting securities, the Funds investment advisor focuses on credit analysis, the relative values of different sectors of the market, geographic diversity and securities with different and potentially advantageous structures. The investment advisor seeks to construct a portfolio with substantially the same interest rate exposure as the Funds
42 | August 31, 2019 / PROSPECTUS |
WILMINGTON NEW YORK MUNICIPAL BOND FUND
benchmark, and does not select securities based on forecasts of interest rates.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns include:
|
Alternative Minimum Tax Risk. Although the interest received from municipal securities generally is exempt from federal income tax, the Fund may invest a portion of its total assets in municipal securities subject to the federal alternative minimum tax. Accordingly, investment in the Fund could cause noncorporate shareholders to be subject to (or result in an increased liability under) the federal alternative minimum tax. |
|
Call Risk. Issuers of securities may redeem the securities prior to maturity at a price below their current market value. |
|
Changing Fixed Income Market Conditions Risk. The current historically low interest rate environment was created in part by the Federal Reserve Board (FRB) and certain foreign central banks keeping the federal funds and equivalent foreign rates at or near zero. There is a risk that interest rates will change given changes in FRB monetary policy actions, as well as, the monetary policy responses of other central banks around the world. In addition, decreases in fixed income dealer market-making capacity may also potentially lead to heightened volatility and reduced liquidity in the fixed income markets. As a result, the value of the Funds investments and share price may decline. Changes in central bank policies could also result in higher than normal shareholder redemptions, which could potentially increase portfolio turnover and the Funds transaction costs. |
|
Credit Risk. There is a possibility that issuers of securities in which the Fund invests may default in the payment of interest or principal on the securities when due, which would cause the Fund to lose money. |
|
Interest Rate Risk. The risk posed by the fact that prices of fixed income securities rise and fall inversely in response to interest rate changes. For instance, a rise in interest rate causes a fall in the value of a fixed income securities. In addition, this risk increases with the length of the maturity of the fixed income security. Accordingly, the yield earned by a Fund will vary with changes in interest rates. Also, when interest rates fall, the price of mortgage-backed securities may not rise to as great an extent as that of other fixed income securities. Duration is a measure of the expected life of a debt security that is used to determine the sensitivity of the securitys price to changes in interest rates. Generally, the longer the Funds duration, the more sensitive the Fund will be to changes in interest rates. |
|
Liquidity Risk. The risk that certain securities may be difficult or impossible for a Fund to sell or dispose of at the price at which the Fund has valued the security. |
|
Municipal Securities Risk. The Fund will likely be impacted by events tied to the overall municipal securities markets. Those markets can be volatile and significantly affected by unfavorable legislative or political developments and adverse changes in the financial conditions of municipal securities issuers and the economy. Further, a fund that invests in the securities of a particular bond market sector (e.g., healthcare, housing or one political subdivision) is subject to the risk that adverse circumstances will have a greater impact on the fund than a fund that does not make such sector investments. It is possible that economic, business or political developments or other changes affecting one security in the sector will affect other securities in that sector in the same manner. |
|
New York Investment Risk. The Fund will be more susceptible to any economic, business, political or other developments which generally affect securities issued by New York issuers. The economy of New York state is large and diverse, from agriculture, manufacturing and high technology in upstate counties to advertising, finance and banking in New York City. Any major changes to the financial conditions of New York City, however, would ultimately have an effect on the state. |
|
Non-Diversification Risk. The Fund may invest a higher percentage of its assets among fewer issuers of portfolio securities. This increases the Funds risk by magnifying the impact (positively or negatively) that any one issuer has on the Funds share price and performance. |
|
Tax Risk. Failure of a municipal security to meet certain legal requirements may cause the interest received and distributed by the Fund to shareholders to be taxable, which could result in a decline in the securitys, and therefore the Funds, value. |
As with any mutual fund investment, loss of money is a risk of investing. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
The bar chart and table immediately following show the variability of the Funds returns and are meant to provide some indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year, with respect to its Class I Shares, and by showing how the Funds average annual total returns for 1, 5 and 10 years or the life of the Fund compare with those of broad measures of market performance. The Funds past performance (before and after taxes) is not necessarily an indication of
PROSPECTUS / August 31, 2019 | 43 |
WILMINGTON NEW YORK MUNICIPAL BOND FUND
how the Fund will perform in the future. The table shows returns for the Funds primary broad-based market index, the Standard & Poors Intermediate Municipal Index. Updated performance information is available at www.wilmingtonfunds.com.
Annual Total Returns Class I Shares
Best Quarter 5.80% 9/30/2009
Worst Quarter (3.68)% 12/31/2016 |
The Funds Class I Shares total return for the six-month period from January 1, 2019 to June 30, 2019 was 5.02%. For Class A Shares, the average annual total returns in the table below include the maximum Class A sales charge of 4.50%, which is normally deducted when you purchase shares.
Average Annual Total Returns
(For the periods ended December 31, 2018)
1 Year | 5 Years | 10 Years | ||||||||||
Class I Shares |
||||||||||||
Return Before Taxes |
0.48% | 2.42% | 3.56% | |||||||||
Return After Taxes on Distributions |
0.22% | 2.23% | 3.46% | |||||||||
Return After Taxes on Distributions and Sale of Fund Shares |
1.16% | 2.31% | 3.36% | |||||||||
Class A Shares |
||||||||||||
Return Before Taxes |
-4.27% | 1.24% | 2.84% | |||||||||
Standard & Poors Intermediate Municipal Index (reflects no deduction for fees, expenses or taxes) |
1.55% | 3.31% | 4.47% |
After-tax performance is presented only for Class I Shares of the Fund. The after-tax returns for other Fund classes may vary. Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds Fund shares in a tax-advantaged account, such as an individual retirement account or a 401(k) plan.
Investment Advisor
Wilmington Funds Management Corporation (WFMC)
Investment Sub-Advisor
Wilmington Trust Investment Advisors, Inc.
Portfolio Managers | Title |
Service Date
(with the Fund) |
||
Dan Scholl, CFA | Administrative Vice President and Head of Municipal Fixed Income at WTIA | 2019 | ||
Jason Hannon, CFA | Vice President, Head of Municipal Strategy at WTIA | 2019 | ||
Rebecca J. Rogers | Vice President and Senior Portfolio Manager at WTIA | 2012 | ||
John J. Malloy, Jr. | Vice President and Municipal Portfolio Manager at WTIA | 2012 |
44 | August 31, 2019 / PROSPECTUS |
WILMINGTON NEW YORK MUNICIPAL BOND FUND
Purchase and Sale of Fund Shares
Requests to purchase or redeem Fund Shares are processed on each day that the New York Stock Exchange (NYSE) is open for business. You may purchase or redeem Shares by contacting the Fund at 1-800-836-2211. If you invest through a financial intermediary, please contact that intermediary regarding purchase and redemption procedures.
Minimum Initial Investment Amount (Class A):* | $ | 1,000 | ||
Minimum Initial Investment Amount (Class I):* | $ | 100,000 | ||
Minimum Subsequent Investment Amount (all share classes): | $ | 25 |
* | Other restrictions may apply. See Purchasing Shares in the Prospectus for further information. |
The minimum initial and subsequent investment amounts may be waived or lowered from time to time.
The distributions you receive from the Fund primarily are exempt from regular federal income tax and, for residents of
New York, state income tax. A portion of these distributions, however, may be subject to federal AMT. The Fund may also make distributions that are taxable to you as ordinary income or capital gains.
Additional Payments to Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies (such as the Advisor) may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your sales person or visit your financial intermediarys website for more information.
PROSPECTUS / August 31, 2019 | 45 |
WILMINGTON U.S. GOVERNMENT MONEY MARKET FUND SUMMARY
The Fund seeks to provide current income while maintaining liquidity and stability of principal.
This table describes the fees and expenses that you may pay if you buy and hold the Funds Service Class Shares, Select Class Shares, Administrative Class Shares and Institutional Class Shares.
Shareholder Fees
(Fees paid directly from your investment)
Service
Class |
Select
Class |
Administrative
Class |
Institutional Class |
|||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | None | ||||||||||||
Maximum Deferred Sales Charge (Load) | None | None | None | None | ||||||||||||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) | None | None | None | None | ||||||||||||
Redemption Fee | None | None | None | None | ||||||||||||
Exchange Fee | None | None | None | None |
Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
Service
Class |
Select
Class |
Administrative
Class |
Institutional
Class |
|||||||||||||
Management Fee | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | ||||||||
Distribution and/or Service (12b-1) Fees | 0.25 | % | None | 0.25 | % | None | ||||||||||
Other Expenses | 0.32 | % | 0.32 | % | 0.32 | % | 0.07 | % | ||||||||
Total Annual Fund Operating Expenses | 0.82 | % | 0.57 | % | 0.82 | % | 0.32 | % | ||||||||
Fee Waivers and/or Expense Reimbursements(1) | -0.05 | % | -0.20 | % | -0.20 | % | -0.05 | % | ||||||||
Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement | 0.77 | % | 0.37 | % | 0.62 | % | 0.27 | % |
(1) | The Funds Advisor, distributor and shareholder services provider have agreed to waive their fees and/or reimburse expenses so that the total annual fund operating expenses |
paid by the Funds Service, Select, Administrative and Institutional Class Shares will not exceed 0.77%, 0.37%, 0.62% and 0.27%, respectively, not including the taxes, or other extraordinary expenses. This waiver may be amended or withdrawn after August 31, 2020, or with the agreement of the Funds Board of Trustees. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Funds Service Class Shares, Select Class Shares, Administrative Class Shares and Institutional Class Shares for the time periods indicated and then redeem all of your Shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The costs for the Fund reflect the net expenses of the Fund that result from the fee waiver/expense reimbursement in the first year only. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Service Class |
$ | 79 | $ | 257 | $ | 450 | $ | 1,009 | ||||||||
Select Class |
$ | 38 | $ | 162 | $ | 298 | $ | 694 | ||||||||
Administrative Class |
$ | 63 | $ | 242 | $ | 435 | $ | 995 | ||||||||
Institutional Class |
$ | 28 | $ | 98 | $ | 175 | $ | 401 |
Principal Investment Strategies of the Fund
The Fund operates as a Government Money Market Fund, as defined in Rule 2a-7 under the Investment Company Act of 1940, as amended. This means that the Fund invests at least 99.5% of its total assets in (1) U.S. government securities, (2) repurchase agreements that are collateralized fully by U.S. government securities or cash, (3) cash, and/or (4) other money market mutual funds that operate as Government Money Market Funds. Under normal circumstances, the Fund invests at least 80% of its net assets in U.S. government securities and repurchase agreements that are fully collateralized by U.S. government securities. In contrast to the Funds 99.5% policy, the Funds 80% policy does not include cash or repurchase agreements collateralized by cash. While the Board of Trustees may elect to impose a fee upon the sale of your shares or temporarily suspend your ability to sell shares in the future if the Funds liquidity falls below required minimums because of market conditions or other factors, the Board has not elected to do so at this time. Should the Board elect to do so, such change would only become effective after shareholders were provided with specific advance notice of the change in the Funds policy and provided with the opportunity to redeem their shares in accordance with Rule 2a-7 before the policy change became effective.
In selecting securities for the Fund, the investment advisor considers factors such as current yield, the anticipated level
46 | August 31, 2019 / PROSPECTUS |
WILMINGTON U.S. GOVERNMENT MONEY MARKET FUND
of interest rates, and the maturity of the instrument relative to the maturity of the entire Fund. In addition, the Fund may purchase only securities that meet certain SEC requirements relating to maturity, diversification and credit quality, and must meet certain SEC requirements relating to portfolio liquidity. Under these requirements, the Funds securities must have remaining maturities of 397 calendar days or less, and the Fund must have a dollar-weighted average maturity of 60 calendar days or less and a dollar-weighted average life of 120 calendar days or less.
Principal Risks of Investing in the Fund
You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the Fund is not a deposit of M&T Bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The investment advisor has no legal obligation to provide financial support to the Fund, and you should not expect that the investment advisor will provide financial support to the Fund at any time.
The primary factors that may reduce the Funds returns include:
|
Credit Risk. There is a possibility that issuers of securities in which the Fund invests may default in the payment of interest or principal on the securities when due, which would cause the Fund to lose money. |
|
Interest Rate Risk. The risk posed by the fact that prices of fixed income securities rise and fall inversely in response to interest rate changes. For instance, a rise in interest rate causes a fall in the value of a fixed income securities. In addition, this risk increases with the length of the maturity of the fixed income security. Accordingly, the yield earned by a Fund will vary with changes in interest rates. Also, when interest rates fall, the price of mortgage-backed securities may not rise to as great an extent as that of other fixed income securities. Duration is a measure of the expected life of a debt security that is used to determine the sensitivity of the securitys price to changes in interest rates. Generally, the longer the Funds duration, the more sensitive the Fund will be to changes in interest rates. |
|
Investments in Other Money Market Mutual Funds Risk. To the extent that the Fund invests in shares of other money market mutual funds, its performance is directly tied to the performance of such other funds. If one of these other money market mutual funds fails to meet its objective, the Funds performance could be negatively affected. In addition, Fund shareholders will pay a proportionate share of the fees and expenses of such other money market mutual funds (including applicable management, administration and custodian fees) as well as the Funds direct expenses. Any such other money market mutual fund will not charge any front-end |
sales loads, contingent deferred sales charges or Rule 12b-1 fees. |
|
Repurchase Agreements Risk. A repurchase agreement exposes the Fund to the risk that the party that sells the security may default on its obligation to repurchase it. The Fund may lose money if it cannot sell the security at the agreed-upon time and price or the security loses value before it can be sold. |
|
U.S. Government Securities Risk. Not all obligations of the U.S. government, its agencies and instrumentalities are backed by the full faith and credit of the United States. Some obligations are backed only by the credit of the issuing agency or instrumentality, and in some cases there may be some risk of default by the issuer. Even if a security is backed by the U.S. Treasury or the full faith and credit of the United States, such guarantee applies only to the timely payment of interest and principal. Neither the U.S. government nor its agencies guarantees the market value of their securities, and interest rate changes, prepayments and other factors may affect the value of U.S. government securities. |
The bar chart and table immediately following show the variability of the Funds returns and are meant to provide some indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year, with respect to its Service Class (formerly Class A) Shares, and by showing how the Funds average annual total returns for 1, 5 and 10 years compare with those of broad measures of market performance. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. The table shows returns for the Funds broad-based market indexes, the iMoneyNet, Inc. Government and Agency Retail Average and the iMoneyNet, Inc. Government and Agency Institutional Average. Updated performance information is available at www.wilmingtonfunds.com.
Effective January 20, 2012, Class A Shares were redesignated Service Class Shares, Class I Shares were redesignated Select Class Shares, and Class I2 Shares were redesignated Administrative Class Shares. Performance for Service Class, Select Class and Administrative Class Shares prior to redesignation is based on the previous performance of Class A shares, Class I Shares, and Class I2 Shares, respectively, and has not been adjusted to reflect differences in expenses prior to the redesignation of the classes. Administrative Class Shares are subject to a shareholder services fee up to 0.25% of the Funds average daily net assets. Institutional Class Shares commenced operations on March 12, 2012.
PROSPECTUS / August 31, 2019 | 47 |
WILMINGTON U.S. GOVERNMENT MONEY MARKET FUND
Annual Total Returns Service Class Shares
Best Quarter 0.38% 12/31/2018
Worst Quarter 0.00% 3/31/2014 |
The Funds Service Class Shares total return for the six-month period from January 1, 2019 to June 30, 2019 was 0.83%.
Average Annual Total Returns
(For the periods ended December 31, 2018)
1 Year | 5 Years |
10 Years
or Life of
|
||||||||||
Service Class Shares |
||||||||||||
Return Before Taxes |
1.10% | 0.26% | 0.14% | |||||||||
Select Class Shares |
||||||||||||
Return Before Taxes |
1.50% | 0.42% | 0.23% | |||||||||
Administrative Class Shares |
||||||||||||
Return Before Taxes |
1.25% | 0.32% | 0.17% | |||||||||
Institutional Class Shares |
||||||||||||
Return Before Taxes |
1.60% | 0.46% | 0.34% | * | ||||||||
iMoneyNet, Inc. Government and Agency Retail Average (reflects no deduction for taxes) |
1.23% | 0.31% | 0.18% | |||||||||
iMoneyNet, Inc. Government and Agency Institutional Average (reflects no deduction for taxes) |
1.54% | 0.46% | 0.26% |
* | The total return shown for the Institutional Class Shares is for the period beginning March 12, 2012 (commencement of operations). The total returns for same corresponding period for the iMoneyNet Inc. Government and Agency Retail Average and iMoneyNet Inc. Government and Agency Institutional Average were 0.23% and 0.34%, respectively. |
You may go to www.wilmingtonfunds.com or call the Fund at 1-800-836-2211 for the current 7-Day Net Yield.
Investment Advisor
Wilmington Funds Management Corporation
Investment Sub-Advisor
Wilmington Trust Investment Advisors, Inc.
Wilmington Funds Management Corporation has voluntarily agreed to reduce its advisory fee and/or reimburse certain of the Funds operating expenses, and/or certain class-specific fees and expenses, in an effort to maintain the current yield of each share class at or above zero. The fee waiver does not take into consideration acquired fund fees and expenses, taxes or extraordinary items. Any such waiver or expense reimbursement may be modified or discontinued at any time without notice.
Purchase and Sale of Fund Shares
Requests to purchase or redeem Fund Shares are processed on each day that the New York Stock Exchange (NYSE) is open for business. You may purchase or redeem Shares by contacting the Fund at 1-800-836-2211. If you invest through a financial intermediary, please contact that intermediary regarding purchase and redemption procedures.
Minimum Initial Investment Amount (Service Class):* | $ | 0 | ||
Minimum Initial Investment Amount (Administrative Class):* | $ | 1,000 | ||
Minimum Initial Investment Amount (Select Class):* | $ | 100,000 | ||
Minimum Initial Investment Amount (Institutional Class):* | $ | 5,000,000 | ||
Minimum Subsequent Investment Amount (all share classes except Service Class): | $ | 25 |
* | Other restrictions may apply. See Purchasing Shares in the Prospectus for further information. |
| The minimum subsequent investment amount for Service Class shares is $0. |
The minimum initial and subsequent investment amounts may be waived or lowered from time to time.
The distributions you receive from the Fund are taxable and generally will be taxed as ordinary income, unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account, in which case your distributions may be taxed when withdrawn from the tax-advantaged account.
Additional Payments to Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies (such as the Advisor) may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your sales person or visit your financial intermediarys website for more information.
48 | August 31, 2019 / PROSPECTUS |
WILMINGTON U.S. TREASURY MONEY MARKET FUND SUMMARY
The Fund seeks to provide current income while maintaining liquidity and stability of principal.
This table describes the fees and expenses that you may pay if you buy and hold the Funds Service Class Shares, Select Class Shares and Administrative Class Shares.
Shareholder Fees
(Fees paid directly from your investment)
Service
Class |
Select
Class |
Administrative
Class |
||||||||||
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) |
None | None | None | |||||||||
Maximum Deferred Sales Charge (Load) | None | None | None | |||||||||
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) | None | None | None | |||||||||
Redemption Fee | None | None | None | |||||||||
Exchange Fee | None | None | None |
Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
Service
Class |
Select
Class |
Administrative
Class |
||||||||||
Management Fee | 0.25% | 0.25% | 0.25% | |||||||||
Distribution and/or Service (12b-1) Fees | 0.25% | None | 0.25% | |||||||||
Other Expenses | 0.33% | 0.33% | 0.33% | |||||||||
Total Annual Fund Operating Expenses | 0.83% | 0.58% | 0.83% | |||||||||
Fee Waivers and/or Expense Reimbursements(1) | -0.08% | -0.23% | -0.23% | |||||||||
Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement |
0.75% | 0.35% | 0.60% |
(1) | The Funds Advisor, distributor and shareholder services provider have agreed to waive their fees and/or reimburse expenses so that the total annual fund operating expenses paid by the Funds Service, Select and Administrative Class Shares will not exceed 0.75%, 0.35% and 0.60%, respectively, not including taxes, or other extraordinary expenses. This waiver may be amended or withdrawn after August 31, 2020, or with the agreement of the Funds Board of Trustees. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Funds Service Class Shares, Select Class Shares and Administrative Class Shares for the time periods indicated and then redeem all of your Shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The costs for the Fund reflect the net expenses of the Fund that result from the fee waiver/expense reimbursement in the first year only. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Service Class |
$ | 77 | $ | 257 | $ | 453 | $ | 1,018 | ||||||||
Select Class |
$ | 36 | $ | 163 | $ | 301 | $ | 704 | ||||||||
Administrative Class |
$ | 61 | $ | 242 | $ | 438 | $ | 1,004 |
Principal Investment Strategies of the Fund
The Fund operates as a Government Money Market Fund, as defined in Rule 2a-7 under the Investment Company Act of 1940, as amended. This means that the Fund invests at least 99.5% of its total assets in (1) U.S. government securities, (2) repurchase agreements that are collateralized fully by U.S. government securities or cash, (3) cash, and/or (4) other money market mutual funds that operate as Government Money Market Funds. Under normal circumstances, the Fund invests at least 80% of its net assets in U.S. government securities and repurchase agreements that are fully collateralized by U.S. government securities. In contrast to the Funds 99.5% policy, the Funds 80% policy does not include cash or repurchase agreements collateralized by cash. While the Board of Trustees may elect to impose a fee upon the sale of your shares or temporarily suspend your ability to sell shares in the future if the Funds liquidity falls below required minimums because of market conditions or other factors, the Board has not elected to do so at this time. Should the Board elect to do so, such change would only become effective after shareholders were provided with specific advance notice of the change in the Funds policy and provided with the opportunity to redeem their shares in accordance with Rule 2a-7 before the policy change became effective.
In selecting securities for the Fund, the investment advisor considers factors such as current yield, the anticipated level of interest rates, and the maturity of the instrument relative to the maturity of the entire Fund. In addition, the Fund may purchase only securities that meet certain SEC requirements relating to maturity, diversification and credit quality, and must meet certain SEC requirements relating to portfolio liquidity. Under these requirements, the Funds securities must have remaining maturities of 397 calendar days or less, and the Fund must have a dollar-weighted average maturity of 60 calendar days or less and a dollar-weighted average life of 120 calendar days or less.
PROSPECTUS / August 31, 2019 | 49 |
WILMINGTON U.S. TREASURY MONEY MARKET FUND
Principal Risks of Investing in the Fund
You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the Fund is not a deposit of M&T Bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The investment advisor has no legal obligation to provide financial support to the Fund, and you should not expect that the investment advisor will provide financial support to the Fund at any time.
The primary factors that may reduce the Funds returns include:
|
Credit Risk. There is a possibility that issuers of securities in which the Fund invests may default in the payment of interest or principal on the securities when due, which would cause the Fund to lose money. |
|
Interest Rate Risk. The risk posed by the fact that prices of fixed income securities rise and fall inversely in response to interest rate changes. For instance, a rise in interest rate causes a fall in the value of a fixed income securities. In addition, this risk increases with the length of the maturity of the fixed income security. Accordingly, the yield earned by a Fund will vary with changes in interest rates. Also, when interest rates fall, the price of mortgage-backed securities may not rise to as great an extent as that of other fixed income securities. Duration is a measure of the expected life of a debt security that is used to determine the sensitivity of the securitys price to changes in interest rates. Generally, the longer the Funds duration, the more sensitive the Fund will be to changes in interest rates. |
|
Investments in Other Money Market Mutual Funds Risk. To the extent that the Fund invests in shares of other money market mutual funds, its performance is directly tied to the performance of such other funds. If one of these other money market mutual funds fails to meet its objective, the Funds performance could be negatively affected. In addition, Fund shareholders will pay a proportionate share of the fees and expenses of such other money market mutual funds (including applicable management, administration and custodian fees) as well as the Funds direct expenses. Any such other money market mutual fund will not charge any front-end sales loads, contingent deferred sales charges or Rule 12b-1 fees. |
|
Repurchase Agreements Risk. A repurchase agreement exposes the Fund to the risk that the party that sells the security may default on its obligation to repurchase it. The Fund may lose money if it cannot sell the security at the agreed-upon time and price or the security loses value before it can be sold. |
|
U.S. Government Securities Risk. Not all obligations of the U.S. government, its agencies and instrumentalities |
are backed by the full faith and credit of the United States. Some obligations are backed only by the credit of the issuing agency or instrumentality, and in some cases there may be some risk of default by the issuer. Even if a security is backed by the U.S. Treasury or the full faith and credit of the United States, such guarantee applies only to the timely payment of interest and principal. Neither the U.S. government nor its agencies guarantees the market value of their securities, and interest rate changes, prepayments and other factors may affect the value of U.S. government securities. |
The bar chart and table immediately following show the variability of the Funds returns and are meant to provide some indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year, with respect to its Service Class (formerly Class S) Shares, and by showing how the Funds average annual total returns for 1, 5 and 10 years or life of the Fund compare with those of broad measures of market performance. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. The table shows returns for the Funds broad-based market indexes, the iMoneyNet, Inc. Treasury and Repo Retail Average and the iMoneyNet, Inc. Treasury and Repo Institutional Average. Updated performance information is available at www.wilmingtonfunds.com.
Effective January 20, 2012, Class S Shares were redesignated Service Class Shares, Class I Shares and Class A Shares were combined and redesignated Select Class Shares, and Class I2 Shares were redesignated Administrative Class Shares. Performance for Service Class Select Class and Administrative Class Shares prior to redesignation is based on the previous performance of Class S Shares, Class A Shares, and Class I2 Shares, respectively, and has not been adjusted to reflect differences in expenses prior to the redesignation of the classes. Administrative Class Shares are subject to a shareholder services fee up to 0.25 % of the Funds average daily net assets.
50 | August 31, 2019 / PROSPECTUS |
WILMINGTON U.S. TREASURY MONEY MARKET FUND
Annual Total Returns Service Class Shares
Best Quarter 0.38% 12/31/2018
Worst Quarter 0.00% 9/30/2015 |
The Funds Service Class Shares total return for the six-month period from January 1, 2019 to June 30, 2019 was 0.84%.
Average Annual Total Returns
(For the periods ended December 31, 2018)
1 Year | 5 Years | 10 Years | ||||||||||
Service Class Shares |
||||||||||||
Return Before Taxes |
1.10% | 0.26% | 0.14% | |||||||||
Select Class Shares |
||||||||||||
Return Before Taxes |
1.50% | 0.42% | 0.21% | |||||||||
Administrative Class Shares |
||||||||||||
Return Before Taxes |
1.25% | 0.31% | 0.16% | |||||||||
iMoneyNet, Inc. Treasury and Repo Retail Average (reflects no deduction for taxes) |
1.20% | 0.31% | 0.16% | |||||||||
iMoneyNet, Inc. Treasury and Repo Institutional Average (reflects no deduction for taxes) |
1.53% | 0.45% | 0.24% |
You may go to www.wilmingtonfunds.com or call the Fund at 1-800-836-2211 for the current 7-Day Net Yield.
Investment Advisor
Wilmington Funds Management Corporation
Investment Sub-Advisor
Wilmington Trust Investment Advisors, Inc.
Wilmington Funds Management Corporation has voluntarily agreed to reduce its advisory fee and/or reimburse certain of the Funds operating expenses, and/or certain class-specific fees and expenses, in an effort to maintain the current yield of each share class at or above zero. The fee waiver does not take into consideration acquired fund fees and expenses, taxes or extraordinary items. Any such waiver or expense reimbursement may be modified or discontinued at any time without notice.
Purchase and Sale of Fund Shares
Requests to purchase or redeem Fund Shares are processed on each day that the New York Stock Exchange (NYSE) is open for business. You may purchase or redeem Shares by contacting the Fund at 1-800-836-2211. If you invest through a financial intermediary, please contact that intermediary regarding purchase and redemption procedures.
Minimum Initial Investment Amount (Service Class):* | $ | 0 | ||
Minimum Initial Investment Amount (Administrative Class):* | $ | 1,000 | ||
Minimum Initial Investment Amount (Select Class)* | $ | 100,000 | ||
Minimum Subsequent Investment Amount (all share classes except Service Class): | $ | 25 |
* | Other restrictions may apply. See Purchasing Shares in the Prospectus for further information. |
| The minimum subsequent investment amount for Service Class shares is $0. |
The minimum initial and subsequent investment amounts may be waived or lowered from time to time.
The distributions you receive from the Fund are taxable and generally will be taxed as ordinary income, unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account, in which case your distributions may be taxed when withdrawn from the tax-advantaged account.
Additional Payments to Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies (such as the Advisor) may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your sales person or visit your financial intermediarys website for more information.
PROSPECTUS / August 31, 2019 | 51 |
ADDITIONAL INFORMATION ABOUT INVESTMENT GOALS, STRATEGIES AND RISKS OF THE FUNDS AND THE UNDERLYING FUNDS
The following pages describe the investment goal, strategies and risks of the Funds and the underlying funds. There can be no assurance that a Fund will achieve its goal. However, each Fund endeavors to do so by following the strategies and policies described in this prospectus. The investment goal of a Fund may only be changed upon the approval of a majority of the outstanding shares of the Fund. Certain investment strategies may be changed without shareholder approval, although a Fund will provide shareholders with at least 60 days prior written notice of a change in its 80% investment policy.
This prospectus of the Trust offers Shares of 12 Funds, including Class A Shares, Class I Shares, Service Class Shares, Administrative Class Shares, Select Class Shares and Institutional Class Shares.
WILMINGTON LARGE-CAP STRATEGY FUND
Investment Goal
The Fund seeks to achieve long-term capital appreciation.
Principal Investment Strategies of the Fund
Under normal circumstances, the Fund invests at least 80% of the value of its net assets in a diversified portfolio of U.S. equity (or equity-related) securities of large-cap companies (primarily common stocks). Large-cap companies are companies that have a market capitalization at the time of purchase at least equal to that of the smallest company in the Russell 1000 Index ($0.6 billion as of June 30, 2019), or at least equal to that of the smallest company expected to be included in the Russell 1000 Index after its next scheduled reconstitution.
The Funds investment advisor determines the tactical allocation of the Funds assets based on forecasts of asset risk and return profiles derived from a combination of fundamental quantitative and macroeconomic inputs. The tactical allocations may be based on one or more factors, such as economic sector, industry, investment style (e.g., growth or value), market capitalization (e.g., mega-cap or large/midcap), or security valuation measure (e.g., price/earnings ratio). Currently, the investment advisors tactical allocation will be based primarily on the industry sectors of the Funds benchmark index (Russell 1000 Index).
Once the investment advisor determines the tactical allocations, the sub-advisor builds a portfolio in accordance with the investment advisors allocation instructions. The sub-advisor uses quantitative models to construct a portfolio for the Fund. The sub-advisor invests in a representative sample of securities which are included in the Funds benchmark index (Russell 1000 Index) or another index of large-capitalization companies, weighted to reflect the investment advisors tactical allocations. The return for each component
of the portfolio is intended to correlate closely with the return for the corresponding component of the applicable benchmark index. The sub-advisor will use quantitative analytical tools to rebalance the portfolio and to make buy and sell decisions on individual securities. There is no assurance that the sub-advisors investment performance will equal or exceed that of the benchmark index.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns include:
|
Asset Allocation Risk |
|
Style/Sector/Factor Risk |
|
Stock Market Risk |
WILMINGTON INTERNATIONAL FUND
Investment Goal
The Fund seeks to provide long-term capital appreciation, primarily through a diversified portfolio of non-U.S. equity securities.
Principal Investment Strategies of the Fund
The Fund seeks to achieve its investment goal by investing, under normal circumstances, at least 80% of the value of its net assets in a diversified portfolio of foreign securities including those domiciled in emerging markets. The Fund may invest in common stocks and equity-linked instruments of all capitalizations and exchange-traded funds (ETFs). The Fund invests primarily in the equity markets listed in the Morgan Stanley Capital International All Country World Index ex US (MSCI ACWI ex-US Net) Index, the benchmark against which the Fund measures the performance of its portfolio.
Subject to the oversight of the Board, Wilmington Funds Management Corporation (WFMC or the Advisor) seeks to achieve the Funds investment goal by hiring sub-advisors with international investment expertise based on the advice of the Funds principal sub-advisor, Wilmington Trust Investment Advisors, Inc. (WTIA). In furtherance of the Funds investment objective, the Advisor has engaged WTIA to select, on a discretionary basis, the component strategies of the Fund and then recommend managers to the Advisor to manage such strategies. Each such component strategy selected by WTIA reflects a combination of geographic region, capitalization range, and investing style. WTIA typically recommends internationally focused sub-advisors with locally staffed portfolio management teams situated in the geographic regions of the relevant component strategies. WTIA believes that locally situated investment teams can enjoy informational advantages in stock selection.
52 | August 31, 2019 / PROSPECTUS |
ADDITIONAL INFORMATION ABOUT INVESTMENT GOALS, STRATEGIES AND RISKS OF THE FUNDS AND THE UNDERLYING FUNDS
WTIAs portfolio construction process involves the allocation and reallocation by WTIA of the Funds assets among the Funds sub-advisors component strategies to achieve a blend of geographic regions, styles and capitalizations. WTIA may also directly purchase or sell ETFs, equity-linked instruments, equity securities and/or derivatives (including forward currency exchange contracts) to gain or reduce exposure to certain regions, sectors, capitalization ranges, investing style and/or other investment or risk factors. The Funds assets are generally invested across different industries, sectors, countries, and regions, but the Fund may invest a significant percentage of its assets in issuers in a single industry, sector, country, or region and may not have any holdings in particular regions or countries. Each sub-advisor has complete discretion to invest its portion of the Funds assets as it deems appropriate within the constraints of the Funds investment goal, strategies and restrictions.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns, include:
|
Asset Allocation Risk |
|
Company Size Risk |
|
Country or Sector Risk |
|
Currency Risk |
|
Emerging Market Countries Risk |
|
Exchange Traded Funds (ETFs) Risk |
|
Foreign Investing Risks |
|
Forward Currency Exchange Contract Risk |
|
Growth Investing Risk |
|
Multi-Manager Risk |
|
Stock Market Risk |
|
Value Investing Risk |
WILMINGTON GLOBAL ALPHA EQUITIES FUND
Investment Goal
The Fund seeks to achieve long-term growth of capital with lower volatility than broader equity markets.
Principal Investment Strategies of the Fund
The Fund invests at least 80%, under normal circumstances, of the value of its net assets in equity securities. The Fund will invest in publicly-traded equity securities, including common stock, preferred stock and depositary receipts, of companies of all market capitalizations. The Fund may invest up to 70% of its assets in the equity securities of non-U.S. issuers, including companies that conduct their principal business activities in emerging markets or whose securities are traded principally on exchanges in emerging markets. The Fund may also invest in exchange-traded funds, futures contracts on broad-based equity indexes and other derivatives.
Wilmington Funds Management Corporation (WFMC or the Advisor) seeks to achieve the Funds investment goal by retaining Wellington Management Company LLP (Wellington), to manage the Funds assets. The Advisor also engages Wilmington Trust Investment Advisors, Inc. (WTIA) to oversee Wellington, to monitor portfolio risk and, on a discretionary basis, to develop strategic exposure objectives and risk parameters for the Fund based on considerations such as macroeconomic outlook, relative valuation levels and volatility in the markets, market flows and market liquidity, and information relating to business cycles, as well as input from Wellington.
Based on the strategic exposure objectives and risk parameters established by WTIA, Wellington constructs an actively managed, global and diversified portfolio of equity securities, and implements an index-based hedging strategy in an effort to reduce market exposure, moderate portfolio volatility and limit the severity of portfolio losses in times of market downturns.
Based on the objectives and parameters developed by WTIA, Wellington will allocate and reallocate the portfolio among a selection of independent equity management teams within Wellington. Each team pursues its own investment strategy or style, such as geography/region, growth/value, market capitalization, event-driven, economic sector, industry, or valuation measure.
In combining equity management teams and strategies, Wellington uses a number of proprietary analytical tools, including market environments analysis, extreme events analysis, stress testing, and simulation analysis. Through the strategy selection process, Wellington seeks to construct a Fund comprised of a diversified group of long-only equity strategies with differing investment approaches that provides an overall exposure, consistent with WTIAs exposure objectives and risk parameters, comparable to the broader equity market and that reduces exposure to the risks typically associated with any single investment approach. The underlying Wellington equity management teams have complete discretion and responsibility for security selection and portfolio construction decisions within their respective portions of the Funds portfolio within the constraints of the Funds investment goal, strategies and restrictions. The Fund may engage in active and frequent trading as part of its principal investment strategy.
Wellington will implement the hedging strategy by investing a portion of the Funds net assets in futures contracts on broad-based equity indexes, the constituents of which include the types of securities in which the Fund invests directly, and in cash, cash equivalents and short-term debt instruments to satisfy applicable margin and asset segregation requirements for the Funds derivatives positions. The net market exposure (sum of long and synthetic short positions including cash) of the Fund is expected to range generally between 35% to 45% of the net asset value of the Fund, depending on the WTIAs analysis of prevailing
PROSPECTUS / August 31, 2019 | 53 |
ADDITIONAL INFORMATION ABOUT INVESTMENT GOALS, STRATEGIES AND RISKS OF THE FUNDS AND THE UNDERLYING FUNDS
market conditions, although the exposure may fall outside of this range. The Funds short exposure will be achieved through the use of equity index futures or other derivative exposures. Wellington may also invest in a variety of other derivative instruments, such as swaps, forwards, other futures contracts and options, in order to implement the hedging strategy, to hedge foreign currency risk, and to gain equity-like exposure in certain markets.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns include:
|
Active Trading Risk |
|
Asset Allocation Risk |
|
Company Size Risk |
|
Correlation Risk |
|
Counterparty Risk |
|
Currency Risk |
|
Derivatives Risk |
|
Derivatives Tax Risk |
|
Emerging Market Countries Risk |
|
Event-Driven Trading Risk |
|
Exchange Traded Funds (ETFs) Risk |
|
Foreign Investing Risk |
|
Forward Currency Exchange Contract Risk |
|
Growth Investing Risk |
|
Information Risk |
|
Leverage Risk |
|
Liquidity Risk |
|
Natural Resources Risk |
|
Options and Futures Risk |
|
Over-the-Counter (OTC) Trading Risk |
|
Preferred Stocks Risk |
|
Stock Market Risk |
|
Swap Agreement Risk |
|
Valuation Risk |
|
Value Investing Risk |
WILMINGTON REAL ASSET FUND
Investment Goal
The Fund seeks to achieve long-term preservation of capital with current income.
Principal Investment Strategies of the Fund
The Fund, under normal circumstances, invests at least 80% of the value of its net assets in real return assets consisting of (i) global inflation-protected debt securities, (ii) global real-estate related securities, and (iii) commodity/natural resource-related securities. Global inflation-protected debt securities may include foreign government securities.
The Fund considers a company to be a real estate company if at least 50% of its assets, gross income or net profits is
derived from (i) development, ownership, leasing, financing, construction, management or sale of real estate or (ii) products and services that are related to the real estate industry, such as manufacturers and distributors of building supplies and financial institutions which issue or service mortgages.
The Fund will invest in real estate companies, such as real estate investment trusts (REITs) that own property and mortgage REITs that make construction and development loans or invest in mortgage pools, or companies whose products and services relate to the real estate industry. The Fund may invest its assets in equity, debt or convertible securities of companies whose products and services are related to the real estate industry or in securities whose products and services are related to the real estate industry.
In order to gain exposure to the commodities markets without investing directly in physical commodities, the Fund invests in investment companies, exchange traded funds (ETFs), structured notes, futures contracts, forward currency exchange contracts, currency futures and swap agreements. The Funds anticipated use of structured notes, futures contracts, forward currency exchange contracts, currency futures and swap agreements is expected to be frequent and may at times be substantial.
Wilmington Funds Management Corporation (WFMC or the Advisor) seeks to achieve the Funds investment goal by retaining sub-advisors to manage the Funds assets. The Advisor engages Wilmington Trust Investment Advisors, Inc. (WTIA) as the Funds principal Sub-Advisor, to allocate and reallocate assets of the Fund among the Funds sub-advisors. WTIA may invest directly in cash or cash equivalents and repurchase agreements secured by U.S. Government securities. The Fund may also invest in common stocks, preferred stocks and convertible securities of issuers in commodity-related industries to gain exposure to the commodities markets. The Fund may also invest in master limited partnerships (MLPs) indirectly through other investment vehicles, such as open-end investment companies.
The Funds principal Sub-Advisor, WTIA, determines the Funds asset allocation among the real return assets. WTIA anticipates allocating approximately 0%-80% to inflation-protected debt securities, 0%-80% to real estate-related securities and 0%-40% to commodity/natural resource-related securities. The allocations and/or actual holdings will vary from time to time.
The Fund utilizes a multi-manager strategy in which the principal Sub-Advisor, WTIA, allocates and reallocates varying portions of the Funds assets among a number of sub-advisors, or invests directly (up to 80% of the Funds net assets) in ETFs or other instruments in pursuit of the Funds investment strategies. Subject to the supervision of the Advisor, each sub-advisor acts independently from the others and utilizes its own distinct investment style in buying and selling securities within the constraints of the
54 | August 31, 2019 / PROSPECTUS |
ADDITIONAL INFORMATION ABOUT INVESTMENT GOALS, STRATEGIES AND RISKS OF THE FUNDS AND THE UNDERLYING FUNDS
Funds investment goal, strategies and restrictions. The Fund may invest in securities of small-cap companies and may invest up to 55% of its assets in foreign securities. The Fund may engage in active and frequent trading as part of its principal investment strategy.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns include:
|
Active Trading Risk |
|
Asset Allocation Risk |
|
Call Risk |
|
Commodity-Related Risk |
|
Commodity Tax Risk |
|
Company Size Risk |
|
Credit Risk |
|
Derivatives Risk |
|
Derivatives Tax Risk |
|
Exchange Traded Funds (ETFs) Risk |
|
Foreign Investing Risks |
|
Forward Currency Exchange Contract Risk |
|
Futures Contracts Risk |
|
Inflation-Indexed Securities Risk |
|
Inflation-Indexed Securities Tax Risk |
|
Interest Rate Risk |
|
Leverage Risk |
|
Liquidity Risk |
|
Master Limited Partnerships (MLPs) Risk |
|
Mortgage-Backed and Asset-Backed Securities Risk |
|
Multi-Manager Risk |
|
Natural Resources Risk |
|
Prepayment Risk |
|
Real Estate-Related Risk |
|
Stock Market Risk |
|
Structured Note Risk |
|
Swap Agreement Risk |
|
Underlying Funds Risk |
WILMINGTON DIVERSIFIED INCOME FUND
Investment Goal
The Fund seeks a high level of total return consistent with a moderate level of risk.
Principal Investment Strategies of the Fund
The Fund seeks to achieve its investment goal by investing primarily in a diverse portfolio of high-yielding, exchange-traded, domestic and foreign common stocks of all capitalizations, and in a portfolio of investment-grade and non-investment grade fixed income securities. The Fund will also allocate a portion of the portfolio to real assets and to cash.
The equity portion of the Fund, which will make up approximately 60% of the portfolio (and may range from 35% to 70% of the portfolio), will consist of approximately 40% of U.S. equities and 20% of international equities. The international equity allocation will consist of one or more exchange traded funds (or other liquid pooled investment vehicle) that invest in high-quality, non-U.S., developed market equities that have provided relatively high dividend yields over time. The U.S. equity allocation will consist of the Fund Investment Sub-Advisors (Wilmington Trust Investment Advisors, Inc., or WTIA) Enhanced Dividend Income Strategy (EDIS). EDIS targets a portfolio level dividend yield of two times the S&P 500 dividend yield and seeks capital appreciation over a multi-year investment horizon principally through investments in U.S. large cap stocks, while maintaining low volatility versus the broader U.S. large-cap equity market. Volatility for purposes of the EDIS investment objective is measured by beta, standard deviation, and/or down-market capture as compared to the U.S. large-cap equity market as measured by the Russell 1000 Value Index. Although EDIS is focused principally on U.S. large cap stocks, the strategy may have holdings of non-U.S. and non-large cap stocks.
Quantitative and qualitative elements are interwoven throughout WTIAs EDIS process to identify high- quality, high-dividend paying purchase candidates for the EDIS portfolio. Quantitative screening and proprietary modeling defines, narrows, and prioritizes investment candidates for fundamental analysis. Quantitative screening criteria include, but are not limited to: minimum yield screening criteria versus the S&P 500 and dividend safety screening measures such as free cash flow and dividend reduction history. Fundamental analysis is employed to further test the strength of investment candidates competitive positioning, financial condition, and alignment of management incentives. The EDIS portfolio is constructed based on a bottom-up methodology with a top down overlay, using a team-based approach to select high-conviction portfolios consisting of generally 35-55 positions. All positions are continually monitored, with performance measured both on an absolute and relative basis.
The fixed income portion of the Fund, which will make up approximately 30% of the portfolio (and may range from 15% to 50% of the portfolio), will consist of WTIAs Core Bond Strategy (Core Bond). Core Bond consists primarily of U.S. investment grade corporate and government fixed income securities, including mortgage- and asset-backed securities, as well as unrated securities determined to be of comparable quality. WTIA may also invest up to 15% of the fixed income portion of the Fund in lower-rated debt securities (junk bonds). WTIA will normally seek to maintain a dollar-weighted average maturity of four to ten years. However, the dollar-weighted average maturity of the Funds individual investments will vary depending on market conditions. In selecting securities for the Fund, WTIA considers a securitys credit quality, capital appreciation potential,
PROSPECTUS / August 31, 2019 | 55 |
ADDITIONAL INFORMATION ABOUT INVESTMENT GOALS, STRATEGIES AND RISKS OF THE FUNDS AND THE UNDERLYING FUNDS
maturity and yield to maturity. WTIA will monitor changing economic conditions and trends, including interest rates, and may sell securities in anticipation of an increase in interest rates or purchase securities in anticipation of a decrease in interest rates. WTIA may also fulfill the junk bond allocation through investment in an appropriate exchange-traded fund or other liquid pooled investment vehicle. The fixed income portion of the Fund will also include an allocation to cash of approximately 2.0% (which may range from 0% to 10% of the portfolio).
WTIA also manages the real assets portion of the Funds assets, which will make up approximately 10% of the portfolio (and may range from 0% to 35% of the portfolio), will consist of one or more exchange-traded funds, mutual funds or other pooled investment vehicles that invest in real estate-related companies, real estate investment trusts (REITs), and U.S. inflation-protected bonds. The real assets portion of the portfolio is intended to protect a portion of the Funds income and anticipated capital appreciation against inflation.
The Fund may engage in active and frequent trading as part of its principal investment strategy.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns, include:
|
Active Trading Risk |
|
Asset Allocation Risk |
|
Call Risk |
|
Changing Fixed Income Market Conditions Risk |
|
Company Size Risk |
|
Credit Risk |
|
Exchange Traded Funds (ETFs) Risk |
|
Foreign Investing Risks |
|
Inflation-Indexed Securities Risk |
|
Inflation-Indexed Securities Tax Risk |
|
Information Risk |
|
Interest Rate Risk |
|
Liquidity Risk |
|
Mortgage-Backed and Asset-Backed Securities Risk |
|
Non-Investment Grade Securities (Junk Bonds) Risk |
|
Prepayment Risk |
|
Real Estate-Related Risks |
|
Screening Criteria Risk |
|
Stock Market Risk |
|
Underlying Funds Risk |
WILMINGTON INTERMEDIATE-TERM BOND FUND
Investment Goal
The Fund seeks to provide current income and secondarily, capital growth.
Principal Investment Strategies of the Fund
The Fund seeks to achieve its investment goal by investing primarily in U.S. investment grade corporate and government fixed income securities, including mortgage and asset backed securities. Under normal circumstances, the Fund invests at least 80% of the value of its net assets in fixed income securities. The Funds investment advisor will select investment grade fixed income securities and unrated securities determined to be of comparable quality, but also may invest up to 5% of the Funds total assets in lower-rated debt securities (junk bonds). The Fund normally invests in securities with intermediate maturities, and the Fund seeks to maintain a weighted average maturity of three to five years. However, the Fund has no maturity restrictions on individual issues, and the weighted average maturity of the Funds portfolio will vary within a range of three to five years depending on market conditions.
In selecting securities for the Fund, the investment advisor considers a securitys credit quality, capital appreciation potential, maturity and yield to maturity. The investment advisor will monitor changing economic conditions and trends, including interest rates, and may sell securities in anticipation of an increase in interest rates or purchase securities in anticipation of a decrease in interest rates.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns, include:
|
Active Trading Risk |
|
Call Risk |
|
Changing Fixed Income Market Conditions Risk |
|
Credit Risk |
|
Interest Rate Risk |
|
Liquidity Risk |
|
Mortgage-Backed and Asset-Backed Securities Risk |
|
Non-Investment Grade Securities (Junk Bonds) Risk |
|
Prepayment Risk |
WILMINGTON BROAD MARKET BOND FUND
Investment Goal
The Fund seeks to provide current income and secondarily, capital growth.
Principal Investment Strategies of the Fund
The Fund seeks to achieve its investment goal by investing primarily in U.S. investment grade corporate and government fixed income securities, including mortgage and asset backed securities. Under normal circumstances, the Fund invests at least 80% of the value of its net assets in fixed
56 | August 31, 2019 / PROSPECTUS |
ADDITIONAL INFORMATION ABOUT INVESTMENT GOALS, STRATEGIES AND RISKS OF THE FUNDS AND THE UNDERLYING FUNDS
income securities. The Funds investment advisor will generally select investment grade fixed income securities and unrated securities determined to be of comparable quality, but also may invest up to 5% of the Funds total assets in lower-rated debt securities (junk bonds). The Fund seeks to maintain a dollar-weighted average maturity of four to ten years. However, the dollar-weighted average maturity of the Funds investments will vary depending on market conditions.
In selecting securities for the Fund, the investment advisor considers a securitys credit quality, capital appreciation potential, maturity and yield to maturity. The investment advisor will monitor changing economic conditions and trends, including interest rates, and may sell securities in anticipation of an increase in interest rates or purchase securities in anticipation of a decrease in interest rates.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns, include:
|
Active Trading Risk |
|
Call Risk |
|
Changing Fixed Income Market Conditions Risk |
|
Credit Risk |
|
Interest Rate Risk |
|
Liquidity Risk |
|
Mortgage-Backed and Asset-Backed Securities Risk |
|
Non-Investment Grade Securities (Junk Bonds) Risk |
|
Prepayment Risk |
WILMINGTON SHORT-TERM BOND FUND
Investment Goal
The Fund seeks to provide current income.
Principal Investment Strategies of the Fund
The Fund seeks to achieve its investment goal by investing primarily in U.S. investment grade corporate and government fixed income securities, including mortgage and asset backed securities. Under normal circumstances, the Fund invests at least 80% of the value of its net assets in fixed income securities. The Funds investment advisor will select investment grade fixed income securities and unrated securities determined to be of comparable quality, but also may invest up to 15% of the Funds total assets in lower-rated debt securities (junk bonds). The Fund normally invests in securities with short maturities, and the Fund seeks to maintain a weighted average maturity of three years or less. However, the Fund has no maturity restrictions on individual issues, and the weighted average maturity of the Funds portfolio will vary within a range of zero to three years depending on market conditions. In selecting
securities for the Fund, the investment advisor considers a securitys credit quality, capital appreciation potential, maturity and yield to maturity. The investment advisor will monitor changing economic conditions and trends, including interest rates, and may sell securities in anticipation of an increase in interest rates or purchase securities in anticipation of a decline in interest rates.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns, include:
|
Active Trading Risk |
|
Call Risk |
|
Changing Fixed Income Market Conditions Risk |
|
Credit Risk |
|
Interest Rate Risk |
|
Liquidity Risk |
|
Mortgage-Backed and Asset-Backed Securities Risk |
|
Non-Investment Grade Securities (Junk Bonds) Risk |
|
Prepayment Risk |
WILMINGTON MUNICIPAL BOND FUND
Investment Goal
The Fund seeks a high level of income exempt from federal income tax, consistent with the preservation of capital.
Principal Investment Strategies of the Fund
Under normal circumstances, the Fund invests at least 80% of the value of its net assets in municipal securities that provide interest exempt from federal income tax. However, the income on these securities may be subject to the federal alternative minimum tax (AMT). The Fund may also invest up to 20% of its assets in other types of fixed income securities that provide income that is subject to federal income tax. The Fund generally invests in securities rated in the top four categories by a rating agency such as Moodys Investors Service, Inc. (Moodys) or Standard & Poors Corporation (S&P) or if unrated, determined by the investment advisor to be of comparable quality. The Fund seeks to maintain a weighted average maturity of three to ten years. However, the Fund has no maturity restrictions on individual issues, and the weighted average maturity of the Funds portfolio will vary depending on market conditions.
The Fund may invest more than 25% of its assets in securities relating to one political subdivision, such as any state or U.S. territory. The Fund may focus its investments in sectors of the municipal securities market, such as healthcare or housing. There are no limitations on the Funds investment in any one of the three general categories of municipal obligations: general obligation bonds, special revenue bonds and private activity bonds.
PROSPECTUS / August 31, 2019 | 57 |
ADDITIONAL INFORMATION ABOUT INVESTMENT GOALS, STRATEGIES AND RISKS OF THE FUNDS AND THE UNDERLYING FUNDS
In selecting securities, the Funds investment advisor focuses on credit analysis, the relative values of different sectors of the market, geographic diversity and securities with different and potentially advantageous structures. The investment advisor seeks to construct a portfolio with substantially the same interest rate exposure as the Funds benchmark, and does not select securities based on forecasts of interest rates.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns include:
|
Alternative Minimum Tax Risk |
|
Call Risk |
|
Changing Fixed Income Market Conditions Risk |
|
Credit Risk |
|
Interest Rate Risk |
|
Liquidity Risk |
|
Municipal Securities Risk |
|
Prepayment Risk |
|
Tax Risk |
WILMINGTON NEW YORK MUNICIPAL BOND FUND
Investment Goal
The Fund seeks to provide current income that is exempt from both federal and New York personal income taxes.
Principal Investment Strategies of the Fund
The Fund seeks to achieve its investment goal, under normal circumstances, by investing its net assets so that at least 80% of the income it distributes will be exempt from federal regular income tax and personal income tax imposed by the State of New York and New York municipalities. However, the income on these securities may be subject to the federal alternative minimum tax (AMT). The Fund is non-diversified, which means it can invest a larger percentage of assets in a small number of issuers. The Fund seeks to maintain a weighted average maturity of three to ten years. However, the Fund has no maturity restrictions on individual issues, and the weighted average maturity of the Funds portfolio will vary depending on market conditions.
In selecting securities, the Funds investment advisor focuses on credit analysis, the relative values of different sectors of the market, geographic diversity and securities with different and potentially advantageous structures. The investment advisor seeks to construct a portfolio with substantially the same interest rate exposure as the Funds benchmark, and does not select securities based on forecasts of interest rates.
Principal Risks of Investing in the Fund
All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Fund. The primary factors that may reduce the Funds returns, include:
|
Alternative Minimum Tax Risk |
|
Call Risk |
|
Changing Fixed Income Market Conditions Risk |
|
Credit Risk |
|
Interest Rate Risk |
|
Liquidity Risk |
|
Municipal Securities Risk |
|
New York Investment Risk |
|
Non-Diversification Risk |
|
Tax Risk |
WILMINGTON U.S. GOVERNMENT MONEY MARKET FUND
Investment Goal
The Fund seeks to provide current income while maintaining liquidity and stability of principal.
Principal Investment Strategies of the Fund
The Fund operates as a Government Money Market Fund, as defined in Rule 2a-7 under the Investment Company Act of 1940, as amended. This means that the Fund invests at least 99.5% of its total assets in (1) U.S. government securities, (2) repurchase agreements that are collateralized fully by U.S. government securities or cash, (3) cash, and/or (4) other money market mutual funds that operate as Government Money Market Funds. Under normal circumstances, the Fund invests at least 80% of its net assets in U.S. government securities and repurchase agreements that are fully collateralized by U.S. government securities. In contrast to the Funds 99.5% policy, the Funds 80% policy does not include cash. While the Board of Trustees may elect to impose a fee upon the sale of your shares or temporarily suspend your ability to sell shares in the future if the Funds liquidity falls below required minimums because of market conditions or other factors, the Board has not elected to do so at this time. Should the Board elect to do so, such change would only become effective after shareholders were provided with specific advance notice of the change in the Funds policy and provided with the opportunity to redeem their shares in accordance with Rule 2a-7 before the policy change became effective.
In selecting securities for the Fund, the investment advisor considers factors such as current yield, the anticipated level of interest rates, and the maturity of the instrument relative to the maturity of the entire Fund. In addition, the Fund may purchase only securities that meet certain SEC requirements relating to maturity, diversification and credit quality, and must meet certain SEC requirements relating to portfolio
58 | August 31, 2019 / PROSPECTUS |
ADDITIONAL INFORMATION ABOUT INVESTMENT GOALS, STRATEGIES AND RISKS OF THE FUNDS AND THE UNDERLYING FUNDS
liquidity. Under these requirements, the Funds securities must have remaining maturities of 397 days or less, and the Fund must have a dollar-weighted average maturity of 60 days or less and a dollar-weighted average life of 120 days or less.
Principal Risks of Investing in the Fund
You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the Fund is not a deposit of M&T Bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The investment advisor has no legal obligation to provide financial support to the Fund, and you should not expect that the investment advisor will provide financial support to the Fund at any time.
The primary factors that may reduce the Funds returns include:
|
Credit Risk |
|
Interest Rate Risk |
|
Investments in Other Money Market Mutual Funds Risk |
|
Repurchase Agreements Risk |
|
U.S. Government Securities Risk |
WILMINGTON U.S. TREASURY MONEY MARKET FUND
Investment Goal
The Fund seeks to provide current income while maintaining liquidity and stability of principal.
Principal Investment Strategies of the Fund
The Fund operates as a Government Money Market Fund, as defined in Rule 2a-7 under the Investment Company Act of 1940, as amended. This means that the Fund invests at least 99.5% of its total assets in (1) U.S. government securities, (2) repurchase agreements that are collateralized fully by U.S. government securities or cash, (3) cash, and/or (4) other money market mutual funds that operate as Government Money Market Funds. Under normal circumstances, the Fund invests at least 80% of its net assets in U.S. government securities and repurchase agreements that are fully collateralized by U.S. government securities. In contrast to the Funds 99.5% policy, the Funds 80% policy does not include cash. While the Board of Trustees may elect to impose a fee upon the sale of your shares or temporarily suspend your ability to sell shares in the future if the Funds liquidity falls below required minimums because of market conditions or other factors, the Board has not elected to do so at this time. Should the Board elect to do so, such change would only become effective after
shareholders were provided with specific advance notice of the change in the Funds policy and provided with the opportunity to redeem their shares in accordance with Rule 2a-7 before the policy change became effective.
In selecting securities for the Fund, the investment advisor considers factors such as current yield, the anticipated level of interest rates, and the maturity of the instrument relative to the maturity of the entire Fund. In addition, the Fund may purchase only securities that meet certain SEC requirements relating to maturity, diversification and credit quality, and must meet certain SEC requirements relating to portfolio liquidity. Under these requirements, the Funds securities must have remaining maturities of 397 days or less, and the Fund must have a dollar-weighted average maturity of 60 days or less and a dollar-weighted average life of 120 days or less.
Principal Risks of Investing in the Fund
You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the Fund is not a deposit of M&T Bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The investment advisor has no legal obligation to provide financial support to the Fund, and you should not expect that the investment advisor will provide financial support to the Fund at any time.
The primary factors that may reduce the Funds returns include:
|
Credit Risk |
|
Interest Rate Risk |
|
Investments in Other Money Market Mutual Funds Risk |
|
Repurchase Agreements Risk |
|
U.S. Government Securities Risk |
PROSPECTUS / August 31, 2019 | 59 |
PRINCIPAL SECURITIES OF THE FUNDS
Principal Securities of the Funds
Equity Funds:
|
Equity Securities |
|
Common Stocks |
|
Preferred Stocks |
|
Convertible Securities |
|
Foreign Securities |
|
Investing in Securities of Other Investment Companies (such as ETFs) |
|
Forward Currency Exchange Contracts |
Diversified Income Fund
|
Equity Securities |
|
Common Stocks |
|
Preferred Stocks |
|
Convertible Securities |
|
Fixed Income Securities |
|
Exchange-Traded Funds |
|
Treasury Securities |
|
Agency Securities |
|
Corporate Debt Securities |
|
Mortgage Backed Securities |
|
Asset-Backed Securities |
|
Non-Investment Grade Securities (Junk Bonds) |
|
Zero Coupon Securities |
|
Foreign Securities |
|
Real Estate-Related Securities (including REITs) |
|
Investing in Securities of Other Investment Companies (such as ETFs) |
Fixed Income Funds:
|
Fixed Income Securities |
|
U.S. Government Securities |
|
Mortgage Backed Securities |
|
Asset Backed Securities |
|
Municipal Securities |
|
Tax-Exempt Securities |
|
Collateralized Mortgage Obligations (CMOs) |
|
Non-Investment Grade Securities (Junk Bonds) |
|
Zero Coupon Securities |
Real Asset Fund
|
Equity Securities |
|
Common Stocks |
|
Preferred Stocks |
|
Convertible Securities |
|
Fixed Income Securities |
|
Structured Notes |
|
Treasury Securities |
|
Agency Securities |
|
Corporate Debt Securities |
|
Inflation-Indexed Debt Securities |
|
Commodities |
|
Real Estate-Related Securities (including REITs) |
|
Mortgage Backed Securities |
|
Foreign Securities |
|
Foreign Government Securities |
|
Master Limited Partnerships |
|
Natural Resources Securities |
|
Derivative Contracts |
|
Forward Currency Exchange Contracts |
|
Natural Resources Securities |
|
Short Sales |
|
Swap Agreements |
|
Investing in Securities of Other Investment Companies (such as ETFs) |
Alternatives Fund
|
Equity Securities |
|
Common Stocks |
|
Preferred Stocks |
|
Convertible Securities |
|
Foreign Securities |
|
Derivative Contracts |
|
Forward Currency Exchange Contracts |
|
Natural Resources Securities |
|
Swap Agreements |
Money Market Funds
|
Fixed Income Securities |
|
U.S. Government Securities, including: |
|
Treasury Securities |
|
Agency Securities |
|
Corporate Debt Securities |
|
Commercial Paper |
|
Tax-Exempt Securities |
|
Municipal Notes and Municipal Securities |
|
Variable Rate Demand Instruments |
|
Repurchase Agreements |
|
Investing in Securities of Other Investment Companies (Government Money Market Funds) |
60 | August 31, 2019 / PROSPECTUS |
PRINCIPAL SECURITIES OF THE FUNDS
Principal Securities of the Funds
The following list is a description of the principal securities in which the Funds may invest. More information on the principal and acceptable investments of the Funds is contained in the Funds Statement of Additional Information (SAI). With respect to the Wilmington U.S. Government Money Market Fund and Wilmington U.S. Treasury Money Market Fund, the discussion of investments in this section is qualified by Rule 2a-7 limitations.
Equity Securities
Equity securities (stocks) represent a share of an issuers earnings and assets, after the issuer pays its liabilities. A Fund cannot predict the income it will receive from equity securities because issuers generally have discretion as to the payment of any dividends or distributions. However, equity securities offer greater potential for appreciation than many other types of securities, because their value increases directly with the value of the issuers business. The following describes the principal types of equity securities in which certain Funds may invest.
Common Stocks
Common stocks are the most prevalent type of equity security. Common stocks receive the issuers earnings after the issuer pays its creditors and any preferred stockholders. As a result, changes in an issuers earnings directly influence the value of its common stock.
Preferred Stocks
Preferred stocks have the right to receive specified dividends or distributions before the issuer makes payments on its common stock. Some preferred stocks also participate in dividends and distributions paid on common stock. Preferred stocks may also permit the issuer to redeem the stock. A Fund may also treat such redeemable preferred stock as a fixed income security.
Foreign Securities
Foreign securities are securities of issuers based outside the United States. An issuer is considered to be based outside the United States if:
|
it is organized under the laws of, or has a principal office located in, another country; |
|
the principal trading market for its securities is in another country; or |
|
it (or its subsidiaries) derived in its most current fiscal year at least 50% of its total assets, capitalization, gross revenue or profit from goods produced, services performed, or sales made in another country. |
Foreign securities are primarily denominated in foreign currencies. Along with the risks normally associated with domestic securities of the same type, foreign securities are subject to currency risks and risks of foreign investing. Trading in certain foreign markets is also subject to liquidity risks.
Fixed Income Securities
Fixed income securities (bonds) pay interest, dividends or distributions at a specified rate. The rate may be a fixed
percentage of the principal or adjusted periodically. In addition, the issuer of a fixed income security must repay the principal amount of the security, normally within a specified time. Fixed income securities provide more regular income than equity securities. However, the returns on fixed income securities are limited and normally do not increase with the issuers earnings. This limits the potential appreciation of fixed income securities as compared to equity securities. A securitys yield measures the annual income earned on a security as a percentage of its price.
A securitys yield will increase or decrease depending upon whether it costs less (a discount) or more (a premium) than the principal amount. If the issuer may redeem the security before its scheduled maturity, the price and yield on a discount or premium security may change based upon the probability of an early redemption. Securities with higher risks generally have higher yields. The following describes the principal types of fixed income securities in which a Fund may invest.
U.S. Government Securities
A U.S. Government security generally means any security issued or guaranteed as to principal or interest by the U.S. Government or certain of its agencies or instrumentalities; or any certificate of deposit for any of the foregoing. U.S. Government securities generally consist of Treasury securities and agency securities. The Funds considers repurchase agreements with the Federal Reserve Bank of New York to be U.S. Government securities for purposes of the Funds investment policies. Treasury securities are direct obligations of the federal government of the United States. Treasury securities are generally regarded as having the lowest credit risks.
Agency securities are issued or guaranteed by a federal agency or other government sponsored entity (GSE) acting under federal authority. Some GSE securities are supported by the full faith and credit of the United States. These include the Government National Mortgage Association, Small Business Administration, Farm Credit System Financial Assistance Corporation, Farmers Home Administration, Federal Financing Bank, General Services Administration, Department of Housing and Urban Development, Export-Import Bank, Overseas Private Investment Corporation, and Washington Metropolitan Area Transit Authority Bonds.
Other GSE securities receive support through federal subsidies, loans or other benefits. For example, the U.S. Treasury is authorized to purchase specified amounts of securities issued by (or otherwise make funds available to) the Federal Home Loan Bank System, Federal Home Loan Mortgage Corporation, Federal National Mortgage Association, Student Loan Marketing Association, and Tennessee Valley Authority in support of such obligations.
A few GSE securities have no explicit financial support, but are regarded as having implied support because the federal government sponsors their activities. These include the Farm Credit System, Financing Corporation, and Resolution Funding Corporation.
PROSPECTUS / August 31, 2019 | 61 |
PRINCIPAL SECURITIES OF THE FUNDS
Treasury Securities
Treasury securities are direct obligations of the federal government of the United States. Treasury securities are generally regarded as having the lowest credit risks.
Agency Securities
Agency securities are issued or guaranteed by a federal agency or other government sponsored entity (GSE) acting under federal authority. Some GSE securities are supported by the full faith and credit of the United States. These include the Government National Mortgage Association, Small Business Administration, Farm Credit System Financial Assistance Corporation, Farmers Home Administration, Federal Financing Bank, General Services Administration, Department of Housing and Urban Development, Export-Import Bank, Overseas Private Investment Corporation, and Washington Metropolitan Area Transit Authority Bonds.
Other GSE securities receive support through federal subsidies, loans or other benefits. For example, the U.S. Treasury is authorized to purchase specified amounts of securities issued by (or otherwise make funds available to) the Federal Home Loan Bank System, Federal Home Loan Mortgage Corporation, Federal National Mortgage Association, Student Loan Marketing Association, and Tennessee Valley Authority in support of such obligations.
A few GSE securities have no explicit financial support, but are regarded as having implied support because the federal government sponsors their activities. These include the Farm Credit System, Financing Corporation, and Resolution Funding Corporation.
Investors regard agency securities as having low credit risks, but not as low as Treasury securities.
A Fund treats mortgage-backed securities guaranteed by a GSE as if issued or guaranteed by a federal agency. Although such a guarantee protects against credit risks, it does not reduce market and prepayment risks.
Corporate Debt Securities
Corporate debt securities are fixed income securities issued by businesses. Notes, bonds, debentures and commercial paper are the most prevalent types of corporate debt securities. A Fund may also purchase interests in bank loans to companies. The credit risks of corporate debt securities vary widely among issuers.
In addition, the credit risk of an issuers debt security may vary based on its priority for repayment. For example, higher ranking (senior) debt securities have a higher priority than lower ranking (subordinated) securities. This means that the issuer might not make payments on subordinated securities while continuing to make payments on senior securities. In addition, in the event of bankruptcy, holders of senior securities may receive amounts otherwise payable to the holders of subordinated securities. Some subordinated securities, such as trust preferred and capital securities
notes, also permit the issuer to defer payments under certain circumstances. For example, insurance companies issue securities known as surplus notes that permit the insurance company to defer any payment that would reduce its capital below regulatory requirements.
Mortgage Backed Securities
Mortgage backed securities represent interests in pools of mortgages. The mortgages that comprise a pool normally have similar interest rates, maturities and other terms. Mortgages may have fixed or adjustable interest rates. Interests in pools of adjustable rate mortgages are known as ARMs.
Mortgage backed securities come in a variety of forms. Many have extremely complicated terms. The simplest form of mortgage backed securities are pass-through certificates. An issuer of pass-through certificates gathers monthly payments from an underlying pool of mortgages. Then, the issuer deducts its fees and expenses and passes the balance of the payments on to the certificate holders once a month. Holders of pass-through certificates receive a pro rata share of all payments and prepayments from the underlying mortgages. As a result, the holders assume all the prepayment risks of the underlying mortgages.
Collateralized Mortgage Obligations (CMOs)
CMOs, including interests in real estate mortgage investment conduits (REMICs), allocate payments and prepayments from an underlying pass-through certificate among holders of different classes of mortgage-backed securities. This creates different prepayment and interest rate risks for each CMO class.
Asset Backed Securities
Asset backed securities are payable from pools of obligations other than mortgages. Most asset backed securities involve consumer or commercial debts with maturities of less than ten years. However, almost any type of fixed income assets (including other fixed income securities) may be used to create an asset backed security. Asset backed securities may take the form of commercial paper, notes, or pass-through certificates. Asset backed securities have prepayment risks.
Zero Coupon Securities
Zero coupon securities do not pay interest or principal until final maturity unlike debt securities that provide periodic payments of interest (referred to as a coupon payment). Investors buy zero coupon securities at a price below the amount payable at maturity. The difference between the purchase price and the amount paid at maturity represents interest on the zero coupon security. Investors must wait until maturity to receive interest and principal, which increases the interest rate and credit risks of a zero coupon security.
Commercial Paper
Commercial paper is an issuers obligation with a maturity of less than nine months. Companies typically issue
62 | August 31, 2019 / PROSPECTUS |
PRINCIPAL SECURITIES OF THE FUNDS
commercial paper to pay for current expenditures. Most issuers constantly reissue their commercial paper and use the proceeds (or bank loans) to repay maturing paper. If the issuer cannot continue to obtain liquidity in this fashion, its commercial paper may default. The short maturity of commercial paper reduces both the market and credit risks as compared to other debt securities of the same issuer
Convertible Securities
Convertible securities are fixed income securities that a Fund has the option to exchange for equity securities at a specified conversion price. The option allows a Fund to realize additional returns if the market price of the equity securities exceeds the conversion price. For example, a Fund may hold fixed income securities that are convertible into Shares of common stock at a conversion price of $10 per share. If the market value of the Shares of common stock reached $12, a Fund could realize an additional $2 per share by converting its fixed income securities.
Convertible securities have lower yields than comparable fixed income securities. In addition, at the time a convertible security is issued the conversion price exceeds the market value of the underlying equity securities. Thus, convertible securities may provide lower returns than non-convertible fixed income securities or equity securities depending upon changes in the price of the underlying equity securities. However, convertible securities permit a Fund to realize some of the potential appreciation of the underlying equity securities with less risk of losing its initial investment. A Fund may invest in convertible securities rated below investment grade. See Risks Associated with Non-Investment Grade Securities herein.
International Equity Fund and Large Cap Growth Fund treat convertible securities as both fixed income and equity securities for purposes of their investment policies and limitations, because of their unique characteristics.
Municipal Securities
Municipal securities are fixed income securities that pay interest that is not subject to regular federal income taxes. Typically, states, counties, cities and other political subdivisions and authorities issue tax exempt securities. The market categorizes tax-exempt securities by their source of repayment.
Tax-Exempt Securities
Tax-exempt securities are fixed income securities that pay interest that is not subject to regular federal income taxes. Typically, states, counties, cities and other political subdivisions and authorities issue tax-exempt securities. The market categorizes tax-exempt securities by their source of repayment. Interest income on such securities may be subject to the federal alternative minimum tax (AMT) for noncorporate taxpayers.
Municipal Notes
Municipal notes are short-term tax-exempt securities. Many municipalities issue such notes to fund their current operations before collecting taxes or other municipal revenues.
Municipalities may also issue notes to fund capital projects prior to issuing long-term bonds. The issuers typically repay the notes at the end of their fiscal year, either with taxes, other revenues or proceeds from newly issued notes or bonds.
Variable Rate Demand Instruments
Variable rate demand instruments are tax-exempt securities that require the issuer or a third party, such as a dealer or bank, to repurchase the security for its face value upon demand. The securities also pay interest at a variable rate intended to cause the securities to trade at their face value. A Fund treats variable rate demand instruments as short-term securities even though their maturity may extend beyond 397 days because, within 397 days, their variable interest rate adjusts in response to changes in market rates and the repayment of their principal amount can be demanded.
Non-Investment Grade Securities (Junk Bonds)
Securities rated BB+ or lower by Standard & Poors or Ba or lower by Moodys are considered to be non-investment grade securities (junk bonds). These securities are generally higher-yielding and higher-risk than investment grade, fixed income securities and are issued by entities whose ability to pay interest and principal on the debt in a timely manner is considered questionable.
Inflation-Indexed Debt
Inflation-indexed debt securities are fixed-income securities designed to protect investors from a loss of value due to inflation by periodically adjusting their principal and/or coupon according to the rate of inflation. With respect to this portion of its portfolio, the Real Asset Fund will invest in Treasury Inflation Protected Securities (TIPS), foreign currency-denominated inflation-protected securities and other fixed-income securities not adjusted for inflation. Such other fixed-income securities may include: U.S. Government bonds and notes, corporate bonds, mortgage-related securities and asset-backed securities. Certain floating rate bonds can potentially proxy for inflation-specific instruments, or non-adjusted bonds could be combined with swaps to create a synthetic inflation-linked bond. The Real Asset Fund may invest in securities with effective or final maturities of any length. The Real Asset Fund may adjust its holdings or its average duration based on actual or anticipated changes in interest rates or credit quality. TIPS are notes and bonds issued by the U.S. Treasury whose principal amounts are adjusted monthly to reflect the effects of inflation. The principal value is adjusted for changes in inflation as measured by the Consumer Price Index for Urban Consumers and interest is paid on the inflation-adjusted principal. TIPS are backed by the full faith and credit of the U.S. Government.
Exchange-Traded Notes (ETNs)
A Fund may invest in ETNs. ETNs are a type of unsecured, unsubordinated debt security that have characteristics and risks similar to those of fixed-income securities and trade on
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a major exchange similar to shares of ETFs. However, this type of debt security differs from other types of bonds and notes because ETN returns are based upon the performance of a market index minus applicable fees, no period coupon payments are distributed, and no principal protections exist. The purpose of ETNs is to create a type of security that combines the aspects of both bonds and ETFs. The Funds decision to sell its ETN holdings may be limited by the availability of a secondary market. If the Fund must sell some or all of its ETN holdings and the secondary market is weak, it may have to sell such holdings at a discount. If the Fund holds its investment in an ETN until maturity, the issuer will give the Fund a cash amount that would be equal to principal amount (subject to the days index factor). The value of an ETN also may be influenced by time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying commodities or securities markets, changes in the applicable interest rates, changes in the issuers credit rating and economic, legal, political or geographic events that affect the referenced commodity or security. ETNs are also subject to counterparty risk and fixed income risk.
Foreign Government Securities
Foreign government securities generally consist of fixed income securities supported by national, state or provincial governments or similar political subdivisions. Foreign government securities also include debt obligations of supranational entities, such as international organizations designed or supported by governmental entities to promote economic reconstruction or development, international banking institutions and related government agencies. Examples of these include, but are not limited to, the International Bank for Reconstruction and Development (the World Bank), the Asian Development Bank, the European Investment Bank and the Inter-American Development Bank.
Foreign government securities also include fixed income securities of quasi-governmental agencies that are either issued by entities owned by a national, state or equivalent government or are obligations of a political unit that are not backed by the national governments full faith and credit. Further, foreign government securities include mortgage-related securities issued or guaranteed by national, state or provincial governmental instrumentalities, including quasigovernmental agencies.
Other Principal Securities
Real Estate-Related Securities
WFMC considers real estate-related securities as those issued by companies that derive at least 50% of their assets, gross income or net profits from (i) development, ownership, leasing, financing, construction, management or sale of real estate or (ii) products and services that are related to the real estate industry, such as manufacturers and distributors of building supplies and financial institutions that issue or service mortgages. Many of the real estate-related securities
are REITs, which are pooled investment vehicles that invest directly in income-producing real estate (an equity REIT), in loans secured by real estate (a mortgage REIT), or a combination thereof (a hybrid REIT). An equity REIT receives rental income and any profits on the sale of its properties. A mortgage REIT receives interest income from the loans made on underlying properties. Investments in real estate-related securities expose the Fund to the risks of owning real estate directly, such as market-specific conditions (economic, supply/demand imbalances), creditworthiness of the issuer, quality of property management, and changing interest rates.
Natural Resources Securities
Natural resources securities are those issued by companies that either own or develop natural resources or supply goods and services to such owners and developers. These companies may be involved in exploring, mining, refining, drilling, processing, transporting, fabricating, dealing in, or owning natural resources. Natural resources include precious metals (e.g., gold, platinum, and silver), ferrous and nonferrous metals (e.g., iron, aluminum, and copper), strategic metals (e.g., uranium and titanium), hydrocarbons (e.g., coal, oil, and natural gases), chemicals, paper and forest products, and other basic commodities. An investment in operating companies that have significant exposure to natural resources exposes the investor to the greater volatility of the commodity markets, to commodity-specific risks (drought, floods, weather, disease, supply/demand imbalances) and to international economic, political and regulatory influences that frequently affect those markets and the operations of companies engaged in natural resources industries. The natural resources industries can also be significantly affected by energy conservation, the success of exploration projects, commodity prices and tax and other government regulations.
Master Limited Partnerships
Master limited partnerships (MLPs) are limited partnerships in which the ownership units are publicly traded. MLP units are registered with the SEC and are freely traded on a securities exchange or in the OTC market. MLPs often own several properties or businesses (or own interests) that are related to real estate development and oil and gas industries, but they also may finance motion pictures, research and development and other projects. Generally, an MLP is operated under the supervision of one or more managing general partners. Limited partners are not involved in the day-to-day management of the partnership.
The risks of investing in an MLP are generally those involved in investing in a partnership as opposed to a corporation. For example, state law governing partnerships is often less restrictive than state law governing corporations. Accordingly, there may be fewer protections afforded investors in an MLP than investors in a corporation. Additional risks involved with investing in an MLP are risks associated with the specific industry or industries in which
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the partnership invests, such as the risks of investing in real estate, or oil and gas industries.
Structured Notes
Structured notes are derivative debt securities, the interest rate or principal of which is determined by an unrelated indicator, such as an underlying commodity or index related to that commodity. Structured notes may include a multiplier that multiplies the indexed element by a specified factor and, therefore, the value of such notes may be very volatile. The terms of the structured notes may provide that, in certain circumstances, no principal is due at maturity and, therefore, may result in a loss of invested capital. Structured notes may be positively or negatively indexed, so that appreciation of the reference index may produce an increase or a decrease in the interest rate or the value of the structured note at maturity may be calculated as a specified multiple of the change in the value of the reference; therefore, the value of such security may be very volatile. Structured notes may entail a greater degree of market risk than other types of debt securities because the investor bears the risk of the reference. Structured notes may also be more volatile, less liquid and more difficult to accurately price than less complex securities or more traditional debt securities.
Commodities
A Fund does not invest directly in commodities. Instead, to gain exposure to the commodities markets without investing directly in physical commodities, a Fund invests in investment companies, exchange-traded funds, structured notes, futures contracts, forward currency exchange contracts, currency futures and swap agreements. A Fund may also invest in common stocks, preferred stocks and convertible securities of issuers in commodity-related industries to gain exposure to the commodities markets.
Derivative Contracts
Derivative contracts are financial instruments that require payments based upon changes in the values of designated (or underlying) securities, currencies, commodities, financial indices or other assets. Some derivative contracts (such as forwards and options) require payments relating to a future trade involving the underlying asset. Other derivative contracts (such as swaps) require payments relating to the income or returns from the underlying asset. The other party to a derivative contract is referred to as a counterparty.
Many derivative contracts are traded on securities or commodities exchanges. In this case, the exchange sets all the terms of the contract except for the price. Investors make payments due under their contracts through the exchange. Most exchanges require investors to maintain margin accounts through their brokers to cover their potential obligations to the exchange. Parties to the contract make (or collect) daily payments to the margin accounts to reflect losses (or gains) in the value of their contracts. This protects investors against potential defaults by the counterparty. Trading contracts on an exchange also allows investors to close out their contracts by entering into offsetting contracts.
For example, a Fund could close out an open contract to buy an asset at a future date by entering into an offsetting contract to sell the same asset on the same date. If the offsetting sale price is more than the original purchase price, the Fund realizes a gain; if it is less, the Fund realizes a loss. Exchanges may limit the amount of open contracts permitted at any one time. Such limits may prevent the Fund from closing out a position. If this happens, the Fund will be required to keep the contract open (even if it is losing money on the contract), and to make any payments required under the contract (even if it has to sell portfolio securities at unfavorable prices to do so). Inability to close out a contract could also harm the Fund by preventing it from disposing of or trading any assets it has been using to secure its obligations under the contract.
A Fund may also trade derivative contracts over-the-counter (OTC) in transactions negotiated directly between the Fund and the counterparty. OTC contracts do not necessarily have standard terms, so they cannot be directly offset with other OTC contracts. In addition, OTC contracts with more specialized terms may be more difficult to price than exchange traded contracts.
Depending upon how a Fund uses derivative contracts and the relationships between the market value of a derivative contract and the underlying asset, derivative contracts may increase or decrease the Funds exposure to interest rate and currency risks, and may also expose the Fund to liquidity and leverage risks. OTC contracts also expose the Fund to credit risks in the event that a counterparty defaults on the contract.
Short Sales
Short sales are transactions in which a Fund sells a security it does not own. To complete the transaction, the Fund must borrow the security to make delivery to the buyer. The Fund is then obligated to replace the security borrowed by purchasing the security at the market price at the time of replacement. The price at such time may be higher or lower than the price at which the security was sold by the Fund. If the underlying security goes down in price between the time the Fund sells the security and buys it back, the Fund will realize a gain on the transaction. Conversely, if the underlying security goes up in price during the period, the Fund will realize a loss on the transaction. Any such loss is increased by the amount of premium or interest the Fund must pay to the lender of the security. Likewise, any gain will be decreased by the amount of premium or interest the Fund must pay to the lender of the security.
The Fund is also required to segregate other assets on its books to cover its obligation to return the security to the lender which means that those other assets may not be available to meet the Funds needs for immediate cash or other liquidity. The Funds investment performance may also suffer if the Fund is required to close out a short position earlier than it had intended. This would occur if the securities lender required the Fund to deliver the securities the Fund borrowed at the commencement of the short sale and the Fund is unable to
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borrow the securities from another securities lender or otherwise obtain the security by other means. In addition, the Fund may be subject to expenses related to short sales that are not typically associated with investing in securities directly, such as costs of borrowing and margin account maintenance costs associated with the Funds open short positions. These expenses negatively impact the performance of the Fund. For example, when the Fund short sells an interest-bearing security, such as a bond, it is obligated to pay the interest on the security it has sold. This cost is partially offset by the interest earned by the Fund on the investment of the cash generated by the short sale. When the Fund sells short an equity security that pays a dividend, the Fund must pay out the dividend rate of the equity security to the lender and records this as an expense of the Fund and reflects the expense in its financial statements. However, a dividend paid on a security sold short generally has the effect of reducing the market value of the shorted security and thus, increases the Funds unrealized gain or reduces the Funds unrealized loss on its short sale transaction. To the extent that the interest rate and/or dividend that the Fund is obligated to pay is greater than the interest earned by the Fund on investments, the performance of the Fund will be negatively impacted. These types of short sales expenses are sometimes referred to as the negative cost of carry, and will tend to cause the Fund to lose money on a short sale even in instances where the price of the underlying security sold short does not change over the duration of the short sale.
Swap Agreements
A Fund may enter into swap agreements, including, but not limited to, total return swaps, index swaps, interest rate swaps, credit default swaps, equity swaps and commodity swaps. A swap agreement may be negotiated bilaterally and traded OTC between the two parties (for an uncleared swap) or, in some instances, must be transacted through a futures commission merchant and cleared through a clearinghouse that serves as a central counterparty (for a cleared swap). The Fund may utilize swap agreements in an attempt to gain exposure to the securities in a market without actually purchasing those securities, or to hedge a position. Swap agreements may last for periods ranging from a day to more than one-year. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. The gross returns to be exchanged or swapped between the parties are calculated with respect to a notional amount, i.e., the return on or increase in value of a particular dollar amount invested in a basket of securities representing a particular index.
Credit Default Swaps
A Fund may enter into credit default swap agreements. A credit default swap agreement is an agreement between two parties: a buyer of credit protection and a seller of credit protection. The Fund may be either the buyer of credit protection against a designated event of default, restructuring or other credit related event (each a Credit Event) or the seller of credit protection in a credit default swap. The buyer in a
credit default swap agreement is obligated to pay the seller a periodic stream of payments over the term of the swap agreement. If no Credit Event occurs, the seller of credit protection will have received a fixed rate of income throughout the term of the swap agreement. If a Credit Event occurs, the seller of credit protection must pay the buyer of credit protection the full notional value of the reference obligation either through physical settlement or cash settlement. If no Credit Event occurs, the buyer of credit protection will have made a series of periodic payments through the term of the swap agreement. However, if a Credit Event occurs, the buyer of credit protection will receive the full notional value of the reference obligation either through physical settlement or cash settlement from the seller of credit protection. A credit default swap may involve greater risks than if the Fund invested directly in the underlying reference obligations. For example, a credit default swap may increase the Funds credit risk because it has exposure to both the issuer of the underlying reference obligation and the counterparty to the credit default swap. In addition, credit default swap agreements may be difficult to value depending on whether an active market exists for the credit default swaps in which the Fund invests.
Forward Currency Exchange Contracts
A forward foreign currency exchange contract is an agreement to buy or sell a specific currency at a future date and at a price set at the time of the contract. Forward foreign currency exchange contracts may reduce the risk of a loss from a change in value of a currency, but they also limit any potential gains, do not protect against fluctuations in the value of the underlying position and are subject to counterparty risk.
Special Transactions
Repurchase Agreements
Repurchase agreements are transactions in which a Fund buys a security from a dealer or bank and agrees to sell the security back at a mutually agreed upon time and price. The repurchase price exceeds the sale price, reflecting a Funds return on the transaction. This return is unrelated to the interest rate on the underlying security. A Fund will enter into repurchase agreements only with banks and other recognized financial institutions, such as securities dealers, deemed creditworthy by the Advisor. A Funds custodian will take possession of the securities subject to repurchase agreements. The Advisor will monitor the value of the underlying security each day to ensure that the value of the security always equals or exceeds the repurchase price. Repurchase agreements are subject to credit risks.
Investing In Securities Of Other Investment Companies
A Fund may invest its assets in securities of other investment companies, including certain exchange-traded funds (ETFs), business development companies (BDCs) and the securities of money market funds, as an efficient means of carrying out their investment policies and managing their
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uninvested cash. SEC rules require that any expenses incurred by certain ETFs, BDCs and other investment companies be included in a funds expense ratio as Acquired Fund Fees and Expenses.
The shares of most ETFs are listed and traded on stock exchanges at market prices, although some shares may be redeemable at net asset value for cash or securities. A Fund may invest in ETFs in order to achieve exposure to a specific region, country or market sector, or for other reasons consistent with its investment strategy. As with traditional mutual funds, ETFs charge asset-based fees, although these fees tend to be relatively low. ETFs generally do not charge initial sales charges or redemption fees but investors pay customary brokerage commissions and fees to buy and sell ETF Shares.
A fund may invest in BDCs, a special type of closed-end investment company that tends to invest in small, developing, financially troubled, and often private companies. Like an automaker, retailer, or any other operating company, a BDC incurs expenses such as employee salaries. As noted above, these expenses are included in a funds expense ratio although they are not direct expenses paid by fund shareholders, are not used to calculate the funds net asset value, and are not included in a funds financial statements.
Pursuant to an SEC exemption, each of the Funds is permitted to invest in Shares of the Wilmington Money Market Funds as a means of managing their uninvested cash. These investments will cause a duplication of expenses. The Advisor may waive certain fees in connection with these investments.
Other Investment Strategies
Portfolio Turnover
Each Fund may actively trade its portfolio securities in an attempt to achieve its investment objective. Active trading will cause a Fund to have an increased portfolio turnover rate, which is likely to generate shorter-term gains (losses) for its shareholders, who are taxed at a higher rate than longer-term gains (losses). Actively trading portfolio securities increases a Funds trading costs and may have an adverse impact on a Funds performance. A Fund may experience an increase in its portfolio turnover rate if a Funds portfolio is modified in connection with a change in sub-advisors.
Temporary Defensive Investments
The Funds (except the Money Market Funds) may temporarily depart from their principal investment strategies by investing their assets in cash and shorter-term debt securities and similar obligations. They may do this to minimize potential losses and maintain liquidity to meet shareholder redemptions during adverse market conditions. This may cause a Fund to fail to meet its investment goal and to give up greater investment returns to maintain the safety of principal, that is, the original amount invested by
shareholders. Interest income from temporary investments may be taxable to shareholders as ordinary income.
The Money Market Funds may, from time to time, take temporary defensive positions by holding cash, shortening the Funds dollar weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in the Fund Summary section of this Prospectus and in accordance with federal laws concerning money market funds, in anticipation of, or in response to, adverse market, economic, political or other conditions.
Investment Ratings For Investment Grade Securities
The Advisor or sub-advisor will determine whether a security is investment grade based upon the credit ratings given by one or more nationally recognized rating services. For example, Standard and Poors, a rating service, assigns ratings to investment grade securities (AAA, AA, A, and BBB) based on their assessment of the likelihood of the issuers inability to pay interest or principal (default) when due on each security. Lower credit ratings correspond to higher credit risk. If a security has not received a rating, a Fund must rely entirely upon the Advisors or sub-advisors credit assessment that the security is comparable to investment grade.
Investment Process Governance
The Wealth and Institutional Services Division (WISD) of M&T Bank Corporation consists of the investment management businesses of Wilmington Funds Management Corporation, Wilmington Trust Investment Advisors, Inc., and Wilmington Trust Investment Management, LLC (the WISD Registered Investment Advisers), and the investment management, personal trust, corporate trust, asset administration and related businesses of M&T Bank, Wilmington Trust, N.A., and Wilmington Trust Company (the WISD Trust Entities).
The WISD Investment Committee (the Investment Committee) exists to assist the Boards of Directors of the WISD Trust Entities (indirectly through other intermediate committees) in fulfilling their responsibilities to oversee the investment-related activities of WISD to ensure the proper exercise of fiduciary powers by the WISD Trust Entities, and to assist the Boards of Directors of the WISD Registered Investment Advisers in fulfilling their responsibilities.
The Investment Committee consists of two subcommittees: the Investment Committee-Investment Strategy Matters (the IC-ISM), and the Investment Committee-General Matters, and each of the subcommittees has voting and non-voting members. The IC-ISMs voting members include the Chief Investment Officer, Head of Equity, Head of Fixed Income, Head of Investment Strategy, Head of Fixed Income Search and Strategy and Chief Economist of Wilmington Trust Investment Advisors, as well as several senior employees of the WISD Trust Entities. The non-voting members include other investment professionals from Wilmington Trust
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Investment Advisors, as well as investment professionals from the WISD Trust Entities.
The IC-ISM meets formally at least monthly, and is responsible for a variety of tasks and functions, such as:
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setting overall strategy for asset allocation, including risk objectives, types of strategic allocations needed (benchmark relative, absolute return, income oriented, etc. ) and types of tactical allocations to be considered; |
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developing the methodology for longer-term strategic allocation advice and more intermediate-term tactical allocation advice, including: (i) research, evaluation of efficacy and execution of valuation and price momentum methodologies, as well as reviews of academic research and third-party solutions and support leading to process improvement; (ii) macro factor identification and analysis for use in allocation processes; and (iii) setting of diversified benchmarks for allocation advice, excess return expectations against benchmarks and the target and allowable tracking error of advice against benchmarks; and |
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developing methodologies for addressing key characteristics of portfolio construction advice, including: (i) the methodology for assigning portfolio exposures within asset classes between active and passive exposures; (ii) determining the impact to construction and exposures to meet yield expectations; (iii) the positioning and use of trend-following trading strategies to address overall portfolio and asset class exposures; (iv) the use and guidelines of portfolio insurance; (v) the positioning and guidelines for private equity and private real estate solutions within portfolios; (vi) the impact of liquidity within products and the decision set around their use; (vii) the interaction of manager styles, correlations of excess returns and volatility in determining combinations and weights of active managers within portfolios; (viii) the rebalancing methodologies, frequencies and thresholds; and (ix) the consideration of income taxes in portfolio construction. |
The Investment Committee-General Matters oversees a variety of other investment-related functions, policies and procedures of the WISD Trust Entities and the WISD Registered Investment Advisers.
Generally, the IC-ISMs determinations are applied across all investment management products managed by the WISD Registered Investment Advisers and the WISD Trust Entities, including separately managed accounts, model portfolios and pooled investment vehicles. The IC-ISMs determinations regarding strategic and tactical asset allocation and portfolio construction may affect the three Wilmington Multi-Manager Funds and the Large-Cap Strategy Fund directly, as these funds pursue their investment goals by using multiple asset classes and/or investment styles, or, in the case of the Large-Cap Strategy Fund, by allocating its assets among industry sectors. Subject, at all
times, to the requirements of each such Funds investment goal and principal investment strategies, WTIA portfolio managers for the three Wilmington Multi-Manager Funds will allocate and reallocate assets among sub-advisors and asset classes, and WTIA portfolio managers for the Large-Cap Strategy Fund will allocate and re-allocate its assets among industry sectors, in response to the determinations of the IC-ISM.
Specific Risks of Investing in the Funds
Active Trading Risk
Certain Funds may trade securities actively, which could increase their transaction costs (thereby lowering their performance) and increase the amount of taxes that you may pay.
Alternative Minimum Tax Risk
Although the interest received from municipal securities generally is exempt from federal income tax, a Fund may invest a portion of its total assets in municipal securities subject to the federal alternative minimum tax. Accordingly, investment in the Fund could cause noncorporate shareholders to be subject to (or result in an increased liability under) the federal alternative minimum tax.
Arbitrage Risk
The risk that securities purchased pursuant to an arbitrage strategy that intended to take advantage of the perceived relationship between the value of two securities may not perform as expected.
Asset Allocation Risk
The Real Asset Fund and the Diversified Income Fund are subject to the risk that the Advisors asset allocation decisions between equity securities, on the one hand, and fixed income securities, on the other hand, will not anticipate market trends successfully. For example, investing too heavily in common stocks during a stock market decline may result in a failure to preserve capital. Conversely, investing too heavily in fixed income securities during a period of stock market appreciation may result in lower total returns.
Call Risk
Call risk is the possibility that an issuer may redeem a fixed income security before maturity (a call) at a price below its current market price. An increase in the likelihood of a call may reduce the securitys price.
If a fixed income security is called, a Fund may have to reinvest the proceeds in other fixed income securities with lower interest rates, higher credit risks, or other less favorable characteristics.
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Changing Fixed Income Market Conditions Risk
The current historically low interest rate environment was created in part by the Federal Reserve Board (FRB) and certain foreign central banks keeping the federal funds and equivalent foreign rates at or near zero. There is a risk that interest rates will change given changes in FRB monetary policy actions, as well as, the monetary policy responses of other central banks around the world. In addition, decreases in fixed income dealer market-making capacity may also potentially lead to heightened volatility and reduced liquidity in the fixed income markets. As a result, the value of the Funds investments and share price may decline. Changes in central bank policies could also result in higher than normal shareholder redemptions, which could potentially increase portfolio turnover and the Funds transaction costs.
Commodity-Linked Derivative Investment Risk
The value of a commodity-linked derivative investment typically is based on the price movements of a physical commodity (such as heating oil, livestock, or agricultural products), a commodity futures contract or commodity index, or some other readily measurable economic variable that is dependent upon changes in the value of commodities or the commodities markets. The value of these securities will rise or fall in response to changes in the underlying commodity or related benchmark or investment. To the extent that a Fund invests in such derivative instruments, the Fund will be exposed economically to movements in commodity prices.
Commodity-Related Risk
Certain Funds are subject to Commodity-Related Risks. Underlying Funds that invest in commodities expose the Fund to the greater volatility of the commodity markets, to commodity-specific risks (weather, disease, supply/demand imbalances), and to international economic, political and regulatory influences that frequently affect the commodities markets.
Commodity Tax Risk
A Funds ability to invest in certain instruments such as commodity-linked derivatives may be adversely affected by changes in legislation, regulations or other legally binding authority. Pursuant to the Internal Revenue Code of 1986, as amended, a Fund must derive at least 90% of its gross income from qualifying sources to qualify as a regulated investment company. Gains from the disposition of commodities are not considered qualifying income for this purpose. Additionally, the Internal Revenue Service has issued a revenue ruling which holds that income derived from commodity-linked swaps is not qualifying income. As a result, a Funds ability to directly invest in commodity-linked swaps as part of its investment strategy is limited to a maximum of 10% of its gross income. Failure to comply with the restrictions in the Internal Revenue Code of 1986, as amended, and any future legislation or guidance may cause a Fund to fail to qualify as a regulated investment company which may adversely impact a shareholders
return. Alternatively, a Fund may forego these investments which could adversely affect the ability of the Fund to achieve its investment goal.
Company Size Risk (Small and Mid Cap Risk)
Generally, the smaller the market capitalization of a company, the fewer the number of shares traded daily, the less liquid its stock and the more volatile its price. For example, small and medium capitalization stocks may be less liquid and more volatile than stocks of larger, well-known companies. Market capitalization is determined by multiplying the number of its outstanding shares by the current market price per share.
Companies with smaller market capitalizations also tend to have unproven track records, a limited product or service base, limited access to capital, and other attributes that can cause their share prices to fluctuate. Therefore, smaller companies may entail greater risks for investors than larger companies.
Convertible Securities Risk
Convertible securities are subject to the risks typically associated with debt securities, such as interest rate risk and credit risk. Convertible securities also react to changes in the value of the common stock into which they convert, and are thus subject to market risk. A Fund may be forced to convert a convertible security before it otherwise would choose to do so, which may decrease the Funds return.
Counterparty Risk
A Fund may invest in financial instruments involving counterparties that attempt to gain exposure to a particular group of securities, index or asset class without actually purchasing those securities or investments, or to hedge a position. A Funds use of such financial instruments, including swap agreements and structured notes, involves risks that are different from those associated with ordinary portfolio securities transactions. For example, if a swap agreement counterparty defaults on its payment obligations to the Fund, this default will cause the value of your investment in the Fund to decrease. Swap agreements and structured notes also may be considered to be illiquid.
Country or Sector Risk
Investments in particular sectors or countries may be more volatile than the overall equity or fixed-income markets. Therefore, if a Fund emphasizes one or more industries, economic sectors or countries, it may be more susceptible to financial, market, political or economic events affecting the particular issuers, industries and countries participating in such sectors than funds that do not emphasize particular industries sectors or countries.
Credit Default Swap Risk
The Global Alpha Equities Fund may enter into credit default swap agreements. A credit default swap agreement is an agreement between two parties: a buyer of credit protection and a seller of credit protection. The Fund may be either the
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buyer of credit protection against a designated event of default, restructuring or other credit related event (each a Credit Event) or the seller of credit protection in a credit default swap. The buyer in a credit default swap agreement is obligated to pay the seller a periodic stream of payments over the term of the swap agreement. If no Credit Event occurs, the seller of credit protection will have received a fixed rate of income throughout the term of the swap agreement. If a Credit Event occurs, the seller of credit protection must pay the buyer of credit protection the full notional value of the reference obligation either through physical settlement or cash settlement. If no Credit Event occurs, the buyer of credit protection will have made a series of periodic payments through the term of the swap agreement. However, if a Credit Event occurs, the buyer of credit protection will receive the full notional value of the reference obligation either through physical settlement or cash settlement from the seller of credit protection. A credit default swap may involve greater risks than if the Fund invested directly in the underlying reference obligations. For example, a credit default swap may increase the Funds credit risk because it has exposure to both the issuer of the underlying reference obligation and the counterparty to the credit default swap. In addition, credit default swap agreements may be difficult to value depending on whether an active market exists for the credit default swaps in which the Fund invests.
Credit Risk
Credit risk is the possibility that an issuer will default on a security by failing to pay interest or principal when due. If an issuer defaults, a Fund will lose money.
Many fixed income securities receive credit ratings from services such as Standard & Poors and Moodys. These services assign ratings to securities by assessing the likelihood of issuer default. Lower credit ratings correspond to higher credit risk. If a security has not received a rating, a Fund must rely entirely upon the Advisors credit assessment.
Fixed income securities generally compensate for greater credit risk by paying interest at a higher rate. The difference between the yield of a security and the yield of a U.S. Treasury security with a comparable maturity (the spread) measures the additional interest paid for risk. Spreads may increase generally in response to adverse economic or market conditions. A securitys spread may also increase if the securitys rating is lowered, or the security is perceived to have an increased credit risk. An increase in the spread will cause the price of the security to decline.
Credit risk includes the possibility that a party to a transaction involving a Fund will fail to meet its obligations. This could cause a Fund to lose the benefit of the transaction or prevent a Fund from selling or buying other securities to implement its investment strategy.
Currency Risk
Exchange rates for currencies fluctuate daily. The combination of currency risk and market risk tends to make securities traded in foreign markets more volatile than securities traded exclusively in the U.S.
Derivatives Risk
The risk that a Funds use of derivatives will cause losses (1) due to the unexpected effect of market movements on a derivatives price, (2) because the derivatives do not perform as anticipated, (3) because the derivatives are not correlated with the performance of other investments which they are used to hedge; or (4) if the Fund is unable to liquidate a position because of an illiquid secondary market.
Derivatives Tax Risk
Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of a Funds taxable income or gains, and may limit or prevent a Fund from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Fund to change its investment strategy. To the extent that a Fund uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Fund may not realize the intended benefits. There is also the risk that during adverse market conditions, an instrument which would usually operate as a hedge provides no hedging benefits at all. A Funds use of derivatives may be limited by the requirements for taxation of the Fund as a regulated investment company.
Distressed Securities Risk
A Funds investment in distressed securities may involve a higher degree of credit risk, price volatility and liquidity risk. These instruments, which involve loans, loan participations, bonds, notes, and non-performing and sub-performing mortgage loans, typically are unrated, lower-rated, in default or close to default. Valuing such instruments may be difficult and the Fund may lose all of its investment.
Emerging Market Countries Risk
Securities issued or traded in emerging markets generally entail greater risks than securities issued or traded in developed markets. For example, their prices may be significantly more volatile than prices in developed countries.
Emerging market economies may also experience more severe downturns (with corresponding currency devaluations) than developed economies. Emerging market countries may have relatively unstable governments and may present the risk of nationalization of businesses, expropriation, confiscatory taxation or, in certain instances, reversion to closed market, centrally planned economies.
Event-Driven Trading Risk
Event-driven trading involves the risk that the special situation may not occur as anticipated, in which case a Fund may realize losses.
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Exchange-Traded Funds (ETFs) Risk
An investment in an ETF generally presents the same primary risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment objectives, strategies, and policies. The price of an ETF can fluctuate up or down, and a Fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs may be subject to the following risks that do not apply to conventional funds: (i) the market price of an ETFs shares may trade above or below their net asset value; (ii) an active trading market for an ETFs shares may not develop or be maintained; or (iii) trading of an ETFs shares may be halted if the listing exchanges officials deem such action appropriate, the shares are delisted from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally.
Exchange-Traded Notes (ETNs) Risk
The value of ETNs, which combine features of ETFs and bonds, depends on the performance of the index or other asset underlying the ETN and the creditworthiness of the ETNs issuer. Unlike ETFs, ETNs are not structured as investment companies and, unlike bonds, they may have no periodic interest payments. ETNs are not secured by any collateral.
Foreign Investing Risk
Foreign securities pose additional risks because foreign economic or political conditions may be less favorable than those of the United States. Securities in foreign markets may also be subject to taxation policies that reduce returns for U.S. investors.
Foreign companies may not provide information (including financial statements) as frequently or to as great an extent as companies in the United States. Foreign companies may also receive less coverage than United States companies by market analysts and the financial press. In addition, foreign countries may lack uniform accounting, auditing and financial reporting standards or regulatory requirements comparable to those applicable to U.S. companies. These factors may prevent International Fund, Real Asset Fund, Global Alpha Equities and Diversified Income Fund and their Advisor and sub-advisor from obtaining information concerning foreign companies that is as frequent, extensive and reliable as the information available concerning companies in the United States.
Foreign countries may have restrictions on foreign ownership of securities or may impose exchange controls, capital flow restrictions or repatriation restrictions which could adversely affect the liquidity of a Funds investments. Further, the issuer of foreign government securities or the governmental authorities that control the repayment of the debt may be unwilling to repay the principal or interest when due.
Forward Currency Exchange Contract Risk
A forward foreign currency exchange contract is an agreement to buy or sell a specific currency at a future date and at a price set at the time of the contract. Forward foreign currency exchange contracts may reduce the risk of loss from a change in value of a currency, but they also limit any potential gains, do not protect against fluctuations in the value of the underlying position and are subject to counterparty risk.
Futures Contracts Risk
The successful use of futures contracts will depend upon the investment managers skill and experience with respect to such instruments and is subject to special risk considerations. The primary risks associated with the use of futures contracts are (i) the imperfect correlation between the change in market value of the instruments held by the Fund and the price of the futures contract; (ii) possible lack of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (iii) losses caused by unanticipated market movements, which are potentially unlimited; (iv) the inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; and (v) if the Fund has insufficient cash, it may have to sell portfolio investments to meet daily variation margin requirements, and the Fund may have to sell such investments at a time when it may be disadvantageous to do so.
Growth Investing Risk
Due to their relatively high valuations, growth stocks are typically more volatile than value stocks. For instance, the price of a growth stock may experience a larger decline on a forecast of lower earnings, a negative fundamental development, or an adverse market development. Further, growth stocks may not pay dividends or may pay lower dividends than value stocks. This means they depend more on price changes for returns and may be more adversely affected in a down market compared to value stocks that pay higher dividends.
Hedge Fund Strategies Risk
Certain Funds are subject to Hedge Fund Strategies Risks. Underlying Funds that invest, directly or indirectly, in managers employing hedge fund-type investment strategies may have markedly higher investment management fees than other funds. Hedge fund strategies may be narrowly focused on a particular market, security type or activity, and would be exposed to greater risk of loss if the investment thesis underlying the focus does not occur as anticipated. Hedge fund strategies that are intended to reduce the Funds volatility may fail to do so effectively. The use of leverage by a hedge fund strategy (e.g., through options) will magnify any losses incurred by the strategy.
Inflation-Indexed Securities Risk
Certain Funds are subject to Inflation-Indexed Securities Risks. Because of the inflation-adjustment feature,
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inflation-indexed securities typically have lower yields than conventional fixed-rate bonds. The value of inflation-indexed, fixed income securities generally fluctuates in response to changes in real interest rates, which are in turn tied to the relationship between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of an inflation-indexed security. Interest payments on inflation-indexed securities will fluctuate as the principal and/or interest is adjusted for inflation and can be unpredictable. The amounts of the income distributions from an inflation-indexed security are likely to fluctuate considerably more than the income distribution amounts of a conventional bond. If inflation is lower than expected during the period the Fund holds an inflation-indexed security, the Fund may earn less on the security than on a conventional bond. There can be no assurance that the inflation index used will accurately measure the real rate of inflation in the prices of goods and services. The Funds investment in inflation-indexed securities may lose value in the event that the actual rate of inflation is different than the rate of the inflation index. There also may be a delay between the time a change to the rate of inflation occurs and the time the adjustment for inflation is reflected in the value of the inflation-indexed securities.
Although inflation-indexed securities may provide investors with a hedge against inflation, in the event of deflation, in which prices decline over time, the principal and income of inflation-indexed securities would likely decline in price, resulting in losses to the Fund. If the Fund purchases inflation-indexed securities in the secondary market whose principal values have been adjusted upward due to inflation since issuance, the Fund may experience a loss if there is a subsequent period of deflation or a lower level of inflation. If inflation is lower than expected during the period the Fund holds an inflation-indexed security, the Fund may earn less on the security than on a conventional bond.
Inflation-Indexed Securities Tax Risk
Any increase in the principal amount of an inflation-indexed security may be included for tax purposes in a Funds gross income, even though no cash attributable to such gross income has been received by the Fund. In such event, the Fund may be required to make annual distributions to shareholders that exceed the cash it has otherwise received. In order to pay such distributions, the Fund may be required to raise cash by selling portfolio investments. The sale of such investments could result in capital gains to the Fund. In addition, adjustments during the taxable year for deflation to an inflation-indexed bond held by a Fund may cause amounts previously distributed by the Fund in the taxable year as income to be recharacterized as a return of capital.
Information Risk
The Fund may rely to a meaningful degree on quantitative analytical tools (both proprietary tools and those developed
by third parties) (Tools) and information and data (Data) supplied by third parties. Tools and Data may be used to, among other things, construct sets of transactions and investments and illustrate the results, construct and test allocations within a portfolio, and provide risk management insights.
When Tools and Data used in managing the Fund prove to be incorrect or incomplete, any investment decisions made in reliance on the Tools and Data may not provide the desired results and the Fund may realize losses. For example, the Funds advisor and/or sub-advisor may in reliance on faulty Tools or Data buy certain investments at prices that are too high, sell certain investments at prices that are too low or miss favorable investment opportunities altogether.
Infrastructure Assets Risk
Certain Funds are subject to Infrastructure Assets Risk. Underlying Funds that invest, directly or indirectly, in infrastructure operators and projects (e.g., toll roads, port facilities, transmission lines, sewage treatment plants) expose the Fund to the risks associated with large, long-term construction projects, to financial, operating and competitive risks, and to the risks of changing economic and regulatory conditions and political instability in the country or region where the asset is located. These risks may be amplified for real assets located outside of the United States.
Interest Rate Risk
Prices of fixed income securities rise and fall in response to changes in the interest rate paid by similar securities. Generally, when interest rates rise, prices of fixed income securities fall. However, market factors, such as the demand for particular fixed income securities, may cause the price of certain fixed income securities to fall while the prices of other securities rise or remain unchanged.
Interest rate changes have a greater effect on the price of fixed income securities with longer durations. Duration measures the price sensitivity of a fixed income security to changes in interest rates.
Investments in Other Money Market Mutual Funds Risk
To the extent that a Fund invests in shares of other money market mutual funds, its performance is directly tied to the performance of such other funds. If one of these other money market mutual funds fails to meet its objective, the Funds performance could be negatively affected. In addition, Fund shareholders will pay a proportionate share of the fees and expenses of such other money market mutual funds (including applicable management, administration and custodian fees) as well as the Funds direct expenses. Any such other money market mutual fund will not charge any front-end sales loads, contingent deferred sales charges or Rule 12b-1 fees.
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Leverage Risk
Leverage risk is created when an investment exposes the Fund to a level or risk that exceeds the amount invested. Changes in the value of such an investment magnify the Funds risk of loss and potential for gain.
Liquidity Risk
Liquidity risk is the risk that the Fund will experience significant net redemptions of Fund shares at a time when it cannot find willing buyers for its portfolio securities or can only sell its portfolio securities at a material loss.
Master Limited Partnerships (MLPs) Risk
Investing in MLPs entails risks related to fluctuations in energy prices, decreases in the supply of, or demand for, energy commodities, decreases in demand for MLPs in rising interest rate environments, unique tax consequences due to the partnership structure and potentially limited liquidity.
Mortgage-Backed and Asset-Backed Securities Risk
Through its investments in mortgage-backed securities, the Fund may have some exposure to subprime loans, as well as to the mortgage and credit markets generally. Subprime loans, which are loans made to borrowers with weakened credit histories, have had in many cases higher default rates than loans that meet government underwriting requirements. The credit quality of most asset-backed securities depends primarily on the credit quality of the assets underlying such securities, how well the entity issuing the security is insulated from the credit risk of the originator or any other affiliated entities, and the amount and quality of any credit enhancement of the securities.
Municipal Securities Risk
The Fund will likely be impacted by events tied to the overall municipal securities markets. Those markets can be volatile and significantly affected by unfavorable legislative or political developments and adverse changes in the financial conditions of municipal securities issuers and the economy. Further, a fund that invests in the securities of a particular bond market sector (e.g., healthcare, housing or one political subdivision) is subject to the risk that adverse circumstances will have a greater impact on the fund than a fund that does not make such sector investments. It is possible that economic, business or political developments or other changes affecting one security in the sector will affect other securities in that sector in the same manner, thereby increasing the risk of such investments.
Natural Resources Risk
Certain Funds are subject to Natural Resources Risks. Underlying Funds that invest in companies that own or develop natural resources (e.g., exploring, mining, refining), or supply goods and services to such companies (e.g., drilling, processing, transporting, fabricating) expose the
Fund to the greater volatility of the markets for these companies products, and to international economic, political and regulatory influences that frequently affect the operations of these companies.
New York Investment Risk
The New York Municipal Bond Fund emphasizes investments in New York and is subject to events that may adversely affect New York issuers compared to funds that invest in multiple states. New Yorks economy is large and diverse. While several upstate counties benefit from agriculture, manufacturing and high technology industries, New York City nonetheless still dominates the States economy through its international importance in economic sectors such as advertising, finance, and banking. Any major changes to the financial conditions of New York City would ultimately have an effect on the State.
Yields on New York municipal securities depend on a variety of factors, including: the general conditions of the short-term municipal note market and the municipal bond market; the size of the particular offering; the maturity of the obligations; and the rating of the issue. Further, any adverse economic conditions or developments affecting the State, counties, municipalities or City of New York could impact New York Municipal Bond Funds portfolio. The ability of the Fund to achieve its investment goals also depends on the continuing ability of the issuers of New York municipal securities and participation interests, or the guarantors of either, to meet their obligations for the payment of interest and principal when due.
Non-Diversification Risk
The New York Municipal Bond Fund is non-diversified. Compared to diversified mutual funds, each of these Funds may invest a higher percentage of its assets among fewer issuers of portfolio securities. This increases a Funds risk by magnifying the impact (positively or negatively) that any one issuer has on a Funds Share price and performance.
Non-Investment Grade Securities (Junk Bonds) Risk
High-yield bonds, which are rated below investment grade and are typically referred to as junk bonds, are generally more exposed to credit risk than investment grade securities. These securities are generally higher yielding and higher-risk than investment grade, fixed income securities and are issued by entities whose ability to pay interest and principal on the debt in a timely manner is considered questionable.
Options and Futures Risk
When options are purchased over the counter, the Fund bears the risk that the counter-party that wrote the option will be unable or unwilling to perform its obligations under the option contract. Such options may also be illiquid, and in such cases, the Fund may have difficulty closing out its position. The risks associated with futures include: the potential inability to terminate or sell a position, the lack of a liquid secondary market for the Funds position and the risk that the counterparty to the transaction will not meet its obligations.
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Over-the-Counter (OTC) Trading Risk
Certain of the derivatives in which the Global Alpha Equities Fund may invest, including swap agreements, may be traded (and privately negotiated) in the OTC market. While the OTC derivatives market is the primary trading venue for many derivatives, it is largely unregulated. As a result and similar to other privately negotiated contracts, the Fund is subject to counterparty risk with respect to such derivatives contracts.
Preferred Stocks Risk
Unlike interest payments on debt securities, dividend payments on a preferred stock typically must be declared by the issuers board of directors. In addition, in the event an issuer of preferred stock experiences economic difficulties, the issuers preferred stock may lose substantial value due to the reduced likelihood that the issuers board of directors will declare a dividend and the fact that the preferred stock may be subordinated to other securities of the same issuer.
Prepayment Risk
Generally, homeowners have the option to prepay their mortgages at any time without penalty. Homeowners frequently refinance high interest rate mortgages when mortgage rates fall. This results in the prepayment of mortgage backed securities with higher interest rates.
Conversely, prepayments due to refinancings decrease when mortgage rates increase. This extends the life of mortgage backed securities with lower interest rates. Other economic factors can also lead to increases or decreases in prepayments. Increases in prepayments of high interest rate mortgage backed securities, or decreases in prepayments of lower interest rate mortgage backed securities, may reduce their yield and price. These factors, particularly the relationship between interest rates and mortgage prepayments makes the price of mortgage backed securities more volatile than many other types of fixed income securities with comparable credit risks.
Mortgage backed securities generally compensate for greater prepayment risk by paying a higher yield. The difference between the yield of a mortgage backed security and the yield of a U.S. Treasury security with a comparable maturity (the spread) measures the additional interest paid for risk. Spreads may increase generally in response to adverse economic or market conditions. A securitys spread may also increase if the security is perceived to have an increased prepayment risk or perceived to have less market demand. An increase in the spread will cause the price of the security to decline. A Fund may have to reinvest the proceeds of mortgage prepayments in other fixed income securities with lower interest rates, higher prepayment risks, or other less favorable characteristics.
Real Estate-Related Risk
Certain Funds are subject to Real Estate-Related Risks. Underlying Funds that invest in real estate (generally real estate investment trusts) expose the Fund to the risks of owning real estate directly, such as market-specific conditions (economic supply/demand imbalances), creditworthiness of the issuer, quality of property management, and changing interest rates. Investing in REITs and REIT-like entities involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. REITs and REIT-like entities are dependent upon management skill, may not be diversified, and are subject to heavy cash flow dependency and self-liquidation. REITs and REIT-like entities also are subject to the possibility of failing to qualify for tax free pass-through of income. Also, because REITs and REIT-like entities typically are invested in a limited number of projects or in a particular market segment, these entities are more susceptible to adverse developments affecting a single project or market segment than more broadly diversified investments.
Repurchase Agreements Risk
A repurchase agreement exposes the Fund to the risk that the party that sells the security may default on its obligation to repurchase it. The Fund may lose money if it cannot sell the security at the agreed-upon time and price or the security loses value before it can be sold.
Screening Criteria Risk
Strict application of the dividend-yield screening criterion for the U.S. equities portion of the Funds portfolio means that the Fund might have difficulty in finding suitable investments in certain markets, may be concentrated in a relatively small number of positions, and may not invest in companies experiencing, or expected to experience, meaningful capital appreciation.
Short Sale Risk
Short selling a security involves selling a borrowed security with the expectation that the value of the security will decline, so that the security may be purchased at a lower price when returning the borrowed security. The risk for loss on short selling is greater than the original value of the securities sold short because the price of the borrowed security may rise, thereby increasing the price at which the security must be purchased. Government actions also may affect the Funds ability to engage in short selling.
Stock Market Risk
The value of equity securities in a Funds portfolio will rise and fall. These fluctuations could be a sustained trend or a drastic movement. A Funds portfolio will reflect changes in prices of individual portfolio stocks or general changes in stock valuations. Consequently, a Funds share price may decline.
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The Advisor or sub-advisor attempts to manage market risk by limiting the amount a Fund invests in each companys equity securities. However, diversification will not protect a Fund against widespread or prolonged declines in the stock market.
Structured Note Risk
The value of these notes will rise or fall in response to changes in the underlying commodity or related index. These notes expose the Fund to movements in commodity prices. These notes also are subject to risks, such as credit, market and interest rate risks, that in general affect the values of debt securities. These notes are often leveraged, increasing the volatility of each notes market value relative to changes in the underlying commodity, commodity futures contract or commodity index. Therefore, at the maturity of the note, the Fund may receive more or less principal than it originally invested. The Fund might receive interest payments on the note that are more or less than the stated coupon interest payments.
Style/Multi-Manager Risk
The investment styles employed by sub-advisors may not be complementary. The multi-manager approach could result in a high level of portfolio turnover, resulting in higher brokerage expenses and increased tax liability from the Funds realization of capital gains.
Swap Agreement Risk
With respect to an uncleared swap (i.e., negotiated bilaterally and traded OTC between the two parties), the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. Swap agreements also may be considered to be illiquid. In addition, the Fund may enter into swap agreements that involve a limited number of counterparties, which may increase the Funds exposure to counterparty risk. Further, there is a risk that no suitable counterparties are willing to enter into, or continue to enter into, transactions with the Fund and, as a result, the Fund may not be able to achieve its investment goal. In the case of a cleared swap (i.e., transacted through a futures commission merchant (an FCM) and cleared through a clearinghouse that serves as a central counterparty (e.g., certain credit default swaps)), there is also a risk of loss by the fund of the margin deposits posted with the FCM in the event of the FCMs bankruptcy and whether the Fund has an open position in the swap contract.
Tax Risk
In order to be tax-exempt, municipal securities must meet certain legal requirements. Failure to meet such requirements may cause the interest received and distributed by the New York Municipal Bond Fund and Municipal Bond Fund to their shareholders to be taxable. Changes or proposed changes in federal tax laws may cause the prices of municipal securities to fall. Income from the New York Municipal Bond Fund and Municipal Bond Fund may be subject to the AMT.
Underlying Funds Risk
Certain Funds are subject to Underlying Funds Risk. The investment performance of the Fund is affected by the investment performance of the Underlying Funds in which it invests. The ability of the Fund to achieve its investment objective depends on the ability of the Underlying Funds to meet their investment objectives and on the decisions of WFMC or WTIA, as principal sub-advisor, regarding the allocation of the Funds assets among the Underlying Funds. There can be no assurance that the investment objective of the Fund or any Underlying Fund will be achieved. Through its investments in Underlying Funds, the Fund is subject to the risks of the Underlying Funds investments. Certain of the risks of the Underlying Funds investments are described above. In addition, both the Fund and the Underlying Funds in which it invests bear fees and expenses, so investment in the Fund may be subject to certain duplicate expenses. WFMC and WTIA are subject to certain conflicts of interest in choosing the Underlying Funds in which a Fund may invest.
U.S. Government Securities Risk
Not all obligations of the U.S. government, its agencies and instrumentalities are backed by the full faith and credit of the United States. Some obligations are backed only by the credit of the issuing agency or instrumentality, and in some cases there may be some risk of default by the issuer. Even if a security is backed by the U.S. Treasury or the full faith and credit of the United States, such guarantee applies only to the timely payment of interest and principal. Neither the U.S. government nor its agencies guarantees the market value of their securities, and interest rate changes, prepayments and other factors may affect the value of U.S. government securities.
Valuation Risk
The risk that the Fund has valued certain of its securities at a higher price than it can sell them.
Value Investing Risk
Due to their relatively low valuations, value stocks are typically less volatile than growth stocks. For instance, the price of a value stock may experience a smaller increase on a forecast of higher earnings, a positive fundamental development, or positive market development. Furthermore, value stocks tend to have higher dividends than growth stocks. This means they depend less on price changes for returns and may lag behind growth stocks in an up market.
Disclosure Of Portfolio Holdings Information
The Funds annual and semiannual reports contain complete listings of each Funds portfolio holdings as of the end of the Funds second and fourth fiscal quarters. Upon its effective date, each Fund with the exception of Wilmington U.S. Government Money Market Fund and Wilmington U.S. Treasury Money Market Fund prepares a report on Form N-PORT of its portfolio holdings as of the end of each month. The Funds annual and semiannual reports are filed
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SUB-ADVISORS
with the SEC within 60 days of the end of the reporting period and the Funds monthly portfolio holdings are filed with the SEC within 60 days after the end of each fiscal quarter at the SECs website at www.sec.gov.
Each quarter, each Fund provides the top 10 holdings to the insurance companies that offer the Fund in its insurance contracts. This information is provided to these entities under an agreement of confidentiality, before such information is made publicly available, so that these entities may produce fact sheets about the Fund as of the end of such quarter, which may include an analysis of the Funds holdings by sector, credit quality and/or country, as applicable.
The SAI describes the policies and procedures that relate to the disclosure of the Funds portfolio holdings.
The Board of Trustees (the Board) governs the Funds. The Board selects and oversees the Advisor, WFMC, (formerly, Rodney Square Management Corporation) an affiliate of M&T Bank. The Advisors address is 1100 North Market Street, Wilmington, DE 19890.
The Advisor manages each Funds assets but may engage sub-advisors to provide investment management services for some or all of a Funds assets as more fully described in the Principal Investment Strategies for each Fund, If not delegated to a sub-advisor the Advisors services include buying and selling portfolio securities. The Funds principal sub-advisor is Wilmington Trust Investment Advisors, Inc. (WTIA) for those assets of the Funds allocated to WTIA by WFMC. For some Funds, WFMC may allocate all or a significant percentage of such Funds assets to WTIA to provide investment management services. For other Funds, WFMC may allocate a small portion or no portion of the Funds assets to WTIA to provide investment management services.
M&T Bank was founded in 1856 and provides comprehensive banking and financial services to individuals, governmental entities and businesses throughout New York, Maryland, New Jersey, Pennsylvania, Delaware, Connecticut, Virginia, West Virginia, the Washington D.C. As of June 30, 2019, M&T Bank Corporation had total assets of $11.8 billion. WFMC and entities affiliated with WFMC or its predecessors have served as investment advisor to certain of the Funds since 1988 and, as of June 30, 2019, it managed approximately $121.6 billion in assets. As part of its regular banking operations, M&T Bank may make loans to public companies. Thus, it may be possible, from time to time, for the Funds to hold or acquire the securities of issuers which are also lending clients of M&T Bank. The lending relationship will not be a factor in the selection of securities.
For its services under an advisory contract, the Advisor received an annual advisory fee from each Fund for the fiscal year ended April 30, 2019 equal to a percentage of
each Funds average daily net assets, and taking into account any applicable waivers or reimbursements, as follows:
FUND | Advisory Fee Paid | |||
Large-Cap Strategy Fund | 0.11 | % | ||
International Fund | 0.55 | % | ||
Global Alpha Equities Fund | 0.89 | % | ||
Real Asset Fund | 0.44 | % | ||
Diversified Income Fund | 0.00 | % | ||
Intermediate-Term Bond Fund | 0.12 | % | ||
Broad Market Bond Fund | 0.36 | % | ||
Short-Term Bond Fund | 0.00 | % | ||
Municipal Bond Fund | 0.34 | % | ||
New York Municipal Bond Fund | 0.19 | % | ||
U.S. Government Money Market Fund | 0.20 | % | ||
U.S. Treasury Money Market Fund | 0.17 | % |
The Advisor may voluntarily waive a portion of its fee or reimburse a Fund for certain operating expenses.
A discussion of the Boards review of the Funds investment advisory contracts will be available in the Funds Semi-Annual Shareholder reports for the period ended October 31, 2018.
M&T Securities, Inc., an affiliate of WFMC, and its affiliates also may receive up to 0.25% of average daily net assets of the Funds Class A Shares, Class I Shares, Service Shares and Administrative Shares for shareholder services under the Shareholder Services Plan described in Shareholder Services Plans. In addition, they may receive up to 0.25% of the Funds average daily net assets of the Class A Shares, Service Shares and Administrative Shares for the distribution services provided to the Funds under the Rule 12b-1 Plan described in Rule 12b-1 Plans.
In addition to the investment management services provided by WFMC, WFMC in its role as co-administrator, provides the Funds with certain administrative personnel and services necessary to operate the Funds and is entitled to receive a maximum fee of 0.040% of the Funds average daily net assets for such administrative personnel and services.
Sub-Advisors
Subject to oversight by the Board, the Advisor is responsible for overseeing the sub-advisors and recommending their hiring, termination and replacement. Pursuant to an exemptive order from the SEC, the Advisor (subject to the approval of the Board) may, with respect to any of the Funds, select and replace sub-advisors, which are unaffiliated with the Advisor, and amend Sub-Advisory agreements without obtaining shareholder approval, provided that certain conditions are met. The Advisor, and each applicable Fund, has entered into Sub-Advisory agreements
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SUB-ADVISORS
with the sub-advisors listed below to manage the Fund indicated, subject to supervision of the Advisor and the Board, and in accordance with the investment goals and restrictions of the respective Funds. For their services, each sub-advisor (other than WTIA) is entitled to receive a fee based upon a percentage of their respective Funds average daily net assets, which will be paid by the Fund and not by the Advisor. WTIA is compensated from the advisory fee received by the Advisor.
The rate of the overall fee payable to the multiple sub-advisors of a sub-advised Fund may vary depending on the amount of assets that are allocated to the different sub-advisors of the sub-advised Fund due to the differences in their fees. The rate of the overall fee payable may also vary, from time to time, due to increases or decreases in the market value of the portions of the Funds portfolio managed by particular sub-advisors. These variations may occur even though there has been no change in the contractual arrangements between the Fund and any sub-advisor.
Allianz Global Investors U.S. LLC (AllianzGI) sub-advises a portion of the International Fund. AllianzGI is a registered investment advisor under the Advisers Act, with its principal executive office located at 1633 Broadway, New York, NY 10019. As of June 30, 2019, AllianzGI had assets under management of approximately $121.2 billion.
AXA Investment Managers, Inc. (AXA IM) sub-advises a portion of the International Fund. AXA IM is a registered investment advisor under the Advisers Act, with its principal executive office located at 100 West Putnam Avenue, Greenwich, CT 06830. As of June 30, 2019, AXA IM had assets under management of approximately $68.92 billion.
Berenberg Asset Management LLC, along with its affiliate Joh. Berenberg, Gossler & Co. KG (Berenberg) sub-advises a portion of the International Fund. Berenberg is a registered investment advisor under the Advisers Act, with its principal executive office located at 1251 Avenue of the Americas, 53rd Floor, New York, NY 10020. Berenberg provides investment advice in the United States that originates from its participating affiliate, Joh. Berenberg, Gossler & Co. KG (Joh. Berenberg). Berenberg will provide these advisory services pursuant to long-standing SEC no-action letters that allows Berenberg to offer the capabilities, infrastructure and expertise of Joh. Berenberg to U.S. prospective clients. As of June 30, 2019, Berenberg had assets under management of approximately $36 billion.
Nikko Asset Management Americas, Inc. (Nikko), along with its affiliate Nikko Asset Management Co. Ltd. (Nikko AM) sub-advises a portion of the International Fund. Nikko is a registered investment advisor under the Advisers Act, with its principal executive office located at 605 3rd Avenue, 38th Floor, New York, NY 10158. Nikko is the U.S. subsidiary of Nikko AM. As of June 30, 2019, Nikko, together with its parent company Nikko AM, had assets under management of approximately $223.8 billion.
Pacific Investment Management Company LLC (PIMCO) sub-advises a portion of the Real Asset Fund. PIMCO is a registered investment advisor under the Advisers Act with its principal executive office located at 650 Newport Center Drive, Newport Beach, CA 92660. As of June 30, 2019, PIMCO had assets under management of approximately $1.84 trillion, including $1.42 trillion in third-party client assets. PIMCO makes decisions with respect to and places orders for purchases and sales of portfolio securities, and maintains the records relating to such purchases and sales.
Parametric Portfolio Associates LLC (Parametric) sub-advises a portion of the Real Asset Fund. Parametric is a registered investment advisor with its principal executive office located at 800 Fifth Avenue, Suite 2800, Seattle, WA 98104. As of June 30, 2019, Parametric had assets under management of approximately $246.10 billion.
Schroder Investment Management North America Inc. and Schroder Investment Management North America Ltd. (Singapore Branch) (collectively, Schroders), sub-advises a portion of the International Fund. Schroder and Schroder Investment Management North America Ltd. are registered investment advisers under the Investment Advisers Act of 1940, as amended. Schroders principal executive office is located at 7 Bryant Park, New York, NY 10018-3706. Schroders plc, Schroders ultimate parent, is a global asset management company with approximately $565.54 billion under management as of June 30, 2019.
Wellington Management Company LLP (Wellington) sub-advises the Global Alpha Equities Fund. Wellington is a registered investment advisor under the Advisers Act, with its principal executive office located at 280 Congress Street, Boston, MA 02210. As of June 30, 2019, Wellington had global assets under management of $1,104 billion.
Wilmington Trust Investment Advisors, Inc. (WTIA) serves as the principal sub-advisor for the Funds and, for those assets of a Fund allocated by the Advisor, provides certain investment services, information, advice, assistance and facilities and performs research, statistical and investment services pursuant to a sub-advisory agreement among the Trust, WFMC and WTIA. WTIA is an affiliate of WFMC and is located at 1100 North Market Street, 9th Floor, Wilmington, DE 19890. As of June 30, 2019, WTIA had assets under management of approximately $21.2 billion.
Portfolio Manager Responsibilities
The following is information about how Funds with multiple Portfolio Managers allocate responsibilities for day-to-day management.
Large-Cap Strategy Fund Matthew D. Glaser, Andrew H. Hopkins, CFA, CPA, and Karen Purzitsky, CFA, manage the Large-Cap Strategy Fund. They make purchase and sale decisions to mirror the investment advisors direction on sector weightings or other tilts within the Fund.
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International Fund Matthew D. Glaser and Clement K. Miller, CFA, manage the portfolios overall regional, capitalization, and style allocations in light of global market conditions; selection and monitoring the Funds sub-advisors, and allocating among these and ETFs; management of cash inflows and outflows; and evaluation of performance. Dr. Kai Hirschen, CFA, FRM, CAIA, Robert Hofmann, CFA, Karsten Niemann, CFA and Thorsten Winkelmann are responsible for the day-to-day management of any portion of the Fund allocated to AllianzGI. Isabelle de Gavoty and Caroline Moleux, CFA, are responsible for the day-to-day management of any portion of the Fund allocated to AXA IM. Boris Jurczyk, CFA, is responsible for the day-to-day management of any portion of the Fund allocated to Berenberg. Yoshihide Itagaki and Toshinori Kobayashi are responsible for the day-to-day management of any portion of the Fund allocated to Nikko. Toby Hudson is responsible for the day-to-day management of any portion of the Fund allocated to Schroders. The sub-advisors decide on capitalization weightings, purchase and sales, and decide on sector and capitalization weightings for the portion of the International Fund that they manage. Each sub-advisor is responsible for research coverage which is assigned by global industry sectors, recommending stocks and recommending subsequent buy and sell decisions.
Global Alpha Equities Fund Matthew D. Glaser and Jordan Strauss, CFA are responsible for the management of the Global Alpha Equities Fund. Gregg R. Thomas, CFA, and Tom. S. Simon, CFA, FRM are responsible for the day-to-day management of the strategies implemented by Wellington. Wellington decides on capitalization weightings, purchase and sales, and decides on sector and capitalization weightings for the strategies they manage.
Real Asset Fund Matthew D. Glaser and Jordan Strauss, CFA are responsible for the day-to-day management of the Real Asset Fund, including the portion allocated to the enhanced cash strategy. Mihir P. Worah and Steve A. Rodosky oversee the day-to-day management of the portion of the Real Asset Fund allocated to PIMCO. Paul Bouchey and Thomas C Seto oversee the day-to-day management of the portion of the Real Asset Fund allocated to Parametric.
Diversified Income Fund Matthew D. Glaser and Allen E. Choinski, CFA, co-manage the Diversified Income Fund. Under normal circumstances, Mr. Glaser or Mr. Choinski initially recommends changes to the allocation among the selection of the underlying strategies and pooled investment vehicles. The co-manager who did not initiate the allocation recommendation then contributes input and analysis and the portfolio managers jointly decide the investment approach to be implemented. Mr. Hopkins and Mr. Horst oversee the purchase and sale decisions for WTIAs Enhanced Dividend Income Strategy. Mr. DEramo and Mr. Hannan oversee the purchase and sale decisions for WTIAs Core Bond Strategy.
Intermediate-Term Bond Fund Dominick J. DEramo, CFA, Randy H. Vogel, CFA, James M. Hannan and Wilmer C. Stith, III, CFA, jointly manage the Intermediate-Term Bond Fund. They agree on purchases and sales, and jointly decide on sector and duration management strategies.
Broad Market Bond Fund James M. Hannan, Wilmer C. Stith, III, CFA, Dominick J. DEramo, CFA, and Randy H. Vogel, CFA, jointly manage the Broad Market Bond Fund. They agree on purchases and sales, and jointly decide on sector and duration management strategies.
Short-Term Bond Fund Wilmer C. Stith, III, CFA and James M. Hannan jointly manage the Short-Term Bond Fund. They agree on purchases and sales, and jointly decide on sector and duration management strategies.
Municipal Bond Fund Dan Scholl, CFA, Jason Hannon, CFA, Rebecca J. Rogers and John J. Malloy, Jr. jointly manage the Municipal Bond Fund. They agree on purchases and sales, and jointly decide on sector and duration management strategies.
New York Municipal Bond Fund Dan Scholl, CFA, Jason Hannon, CFA, Rebecca J. Rogers and John J. Malloy, Jr. jointly manage the New York Municipal Bond Fund. They agree on purchases and sales, and jointly decide on sector and duration management strategies.
Portfolio Manager Biographies
Paul Bouchey, CFA, is Chief Investment Officer at Parametrics Seattle office. Mr. Bouchey leads Parametrics investment, research and strategy activities. His research interests include tax management, factor investing, liquid alternatives, and rebalancing. Paul has authored numerous academic and practitioner articles in journals such as The Journal of Portfolio Management, The Journal of Wealth Management, and The Journal of Index Investing. Paul earned a B.A. in mathematics and physics from Whitman College and an M.S. in Computational Finance and Risk Management from the University of Washington. He holds the Chartered Financial Analyst designation.
Allen E. Choinski, CFA, is a Vice President and Portfolio Manager/Research Analyst of WTIA and is responsible for quantitative equity research and portfolio management. Mr. Choinski also develops targeted quantitative models. Prior to joining Wilmington Trust in 2007, Mr. Choinski researched and implemented quantitative equity investment strategies at Alpha Equity Management, LLC. Mr. Choinski began his career at Smith Barney as a financial advisor, and later worked for five years at INGs Aeltus Investment Management in fundamental and quantitative research.
Isabelle de Gavoty is the Head of Europe Small Cap Equities with AXA IM. In 1998, Ms. de Gavoty joined AXA IM initially as an analyst within the Europe Small Cap Equity team before being promoted in 2001 to Lead Portfolio Manager in the Small and Mid-Cap team, a position she held until 2007. Ms. de Gavoty spent one year at Société
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Générale Asset Management as Portfolio Manager and Head of the Small and Mid-Cap team. In 2008, Ms. de Gavoty rejoined AXA IM as Lead Portfolio Manager and Head of the Europe Small Cap Equity team. From 1995 to 1998, Ms. de Gavoty worked as a financial analyst on the automobile sector with Wargny, a French broker. She graduated with a Masters in Finance from the University of Aix-Marseille (1994), holds the SFAF certification (French Financial Analyst Association) and is a member of the European Financial Analyst Society. Ms. de Gavoty also holds a diploma in Advanced Studies in Finance from the Oxford Brookes University.
Dominick J. DEramo, CFA, is President of the Funds and Senior Vice President and Head of Fixed Income at WTIA. He is a member of the investment team primarily responsible for the day-to-day management of the Intermediate-Term Bond and Broad Market Bond Funds. Mr. DEramo has been affiliated with Wilmington Trust Corporation since 1986 and with WFMC since 1987 as a Fixed Income Trader. He was promoted to a Portfolio Manager in 1990. In 2007, he became Director of Institutional Fixed Income, responsible for all institutional fixed income products.
Matthew D. Glaser is Group Vice President and Head of Equity and Non-Traditional Investments at WTIA. Mr. Glaser joined WTIA in 2016 and has more than twenty years of experience in the equity and institutional investments industry. Previously, Mr. Glaser served as Managing Director and Portfolio Manager at Lazard Asset Management from 2014 to 2016 and Chief of Investment Strategies and Executive Managing Director at Turner Investments from 2007 to 2013, where he was a member of the Executive Management Group, Enterprise Risk Committee and had oversight responsibility for the Turner Spectrum Fund. Mr. Glaser holds a masters degree in
Finance from Columbia University and a bachelors degree in History from Wesleyan University.
James M. Hannan is an Administrative Vice President and has been a Portfolio Manager of WTIA since 1996 and a Vice President of M&T Bank since April 2003. Mr. Hannan was a Money Market trader at AllFirst Bank from 1987 to 1992 and a Portfolio Manager from 1992 until its acquisition by M&T Bank in April 2003. In addition to his portfolio management duties, Mr. Hannan is also responsible for several separately managed institutional portfolios. He has more than 26 years of experience in the investment industry. Mr. Hannan earned his B.S. from the University of Maryland and his M.B.A. from George Washington University.
Jason Hannon, CFA, is Vice President, Head of Municipal Strategy and Senior Portfolio Manager for WTIA and is responsible for setting the municipal bond portfolio strategy for the firms institutional and individual clients. He plays a critical role in assessing market structure and guiding the risk measurement and research process. Most recently, Jason was a vice president at New York Private Bank & Trust/Emigrant Bank where he oversaw the municipal, MBS and treasury portfolios for separately managed accounts and
the Banks Capital Markets Group. Previous roles include senior trader at Arbor Research & Trading and Vanguard. He holds a B.S. in Finance from the Pennsylvania State University.
Kai Hirschen, Ph.D., CFA, CAIA, FRM is a portfolio manager with Allianz Global Investors, which he joined in 2009. He is a member of the Systematic Equity team and manages High Dividend Global mandates, including enhanced dividend strategies with an option overlay. Mr. Hirschen has 13 years of investment-industry experience. He previously worked for a leading international consultancy in risk management and risk modeling. Mr. Hirschen has a masters degree in mathematics from the University of Hannover, Germany, a masters degree in finance and accounting from the University of Frankfurt, Germany, and a doctorate from the University of Darmstadt, Germany. He is a CFA charterholder and a CAIA charterholder, and holds the Financial Risk Manager designation.
Robert Hofmann, CFA, is a portfolio manager and a director with Allianz Global Investors, which he joined in 2005. As a member of the European Equities team, he is deputy portfolio manager for the Europe Equity Growth strategy and lead portfolio manager for the International Equity Growth strategy. Mr. Hofmann has 14 years of investment-industry experience. He has an M.B.A. in finance and accounting from the University of Frankfurt am Main. Mr. Hofmann is a CFA charterholder.
Andrew H. Hopkins, CFA, CPA, is an Administrative Vice President at WTIA. Mr. Hopkins is the Head of Equity Research and is responsible for Wilmington Trusts equity investment management program, which includes both domestic and international equity strategies. Mr. Hopkins manages a team of professionals responsible for equity research and portfolio management and quantitatively managed equity strategies, including passive and active strategies which utilize a risk model and optimization process to control risk.
Mark D. Horst, CFA, is a Vice President and Portfolio Manager/Research Analyst at WTIA and is responsible for providing fundamental equity research. Mr. Horst serves as a generalist with a broad range of sector and industry experience, with particular expertise in the Technology, Energy, Materials, and REIT sectors. Mr. Horst is a member of the portfolio management team for the Enhanced Dividend Income Strategy (EDIS). Mr. Horst has more than a decade of experience in institutional fundamental equity research and portfolio management and holds a masters degree from the University of Michigan Ross School of Business and a bachelors degree in International Business from Lehigh University. He is a member of the CFA® Society of Philadelphia.
Toby Hudson, Head of Asia ex Japan Equity Investments, is a fund manager managing Regional and Hong Kong/China mandates with Schroders. Mr. Hudsons Investment career commenced upon joining Schroders in 1992. He was seconded
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to Hong Kong in 1995 after 3 years working as an UK equity analyst in London. In 1995, Mr. Hudson started covering Hong Kong equities before becoming responsible for financials research across the Asia ex Japan region. Mr. Hudson became Head of North Asian research in 2001 and Head of Asia ex Japan Equities Research in 2002. He started to manage money in 2003, a large regional financial sector portfolio for a sovereign wealth fund. In 2007, Mr. Hudson started to manage regional equity and officially took over as the lead on Hong Kong/China mandates at the start of 2008
Yoshihide Itagaki (Lead Portfolio Manager), has been a portfolio manager for the Research Active Management Team with Nikko since 2010. From 2003, Mr. Itagaki served as both Team Leader and Senior Portfolio Manager for the Value Strategy Fund Management Team. Mr. Itagaki started his career at Nikko Securities Investment Trust & Management (now Nikko AM) in 1990, and managed various Japan equity funds. After working at the firms Singapore unit, Mr. Itagaki returned to Tokyo in February 1998 as a Japan Equity Portfolio Manager. Mr. Itagaki holds a B.A. in Commerce from Waseda University and is a chartered member of the Security Analysts Association of Japan.
Boris Jurczyk, CFA, CAIA, FRM, joined Berenberg in 2009. He specializes in the development of models in the field of quantitative equity selection. Mr. Jurczyk is the responsible lead manager of the Berenberg European Equity Selection and Berenberg Emerging Markets Equity Selection mutual funds. Previously he worked for WGZ BANK in Financial Engineering and Trading. In 2001, Mr. Jurczyk received his degree in Business Administration at University of Paderborn. In 2006 he completed his MA of Finance and Management with specialization in Investment Banking at the Frankfurt School of Finance and Management. Mr. Jurczyk has gained specialist knowledge by completing additional qualification courses and being member in numerous professional organizations.
Toshinori Kobayashi (Back-Up Portfolio Manager), became the Team Leader for the Research Active Management team with Nikko in 2010, after serving as Team Leader and Portfolio Manager of the Market-Oriented Fund Management Team of the Equity Fund Management Department. Mr. Kobayashi became a Portfolio Manager in 1992 following three years of work in corporate research. Mr. Kobayashi began his career at Nikko Securities Investment Trust & Management (now Nikko AM) in 1988. Mr. Kobayashi holds a B.A. in Law from Chuo University and is a chartered member of the Security Analysts Association of Japan.
John J. Malloy, Jr., Vice President and Senior Municipal Bond Portfolio Manager, is responsible for managing tax exempt assets including a common trust fund, mutual funds, and separately managed accounts. He uses key rate duration to provide the clients portfolio with the interest rate exposure of the proper benchmark index. He also conducts continual yield curve and volatility analyses in order to maximize total return and minimize risk across his municipal
fixed income portfolios. John joined Wilmington Trust in 2006, specializing in municipal bond trading and portfolio management. Earlier in his career, he was a senior fixed income trader at The Vanguard Group. He holds an MBA in Finance from Saint Josephs University and a bachelors degree in Business Administration from Arcadia University.
Clement K Miller, CFA, is portfolio manager of the Wilmington International Fund. He is a voting member of WTIAs Investment Committee and a non-voting member of the Portfolio Management Group. He is a member of the Manager Research Group with responsibilities in international equities. He is a frequent contributor to WTIAs blog postings for clients. Mr. Miller joined M&T Banks Investment Group in 2008 after 6 years as a Relationship Manager in the Export Finance Group. Before that, he worked for 15 years with the Export-Import Bank. For the last 6 years at Ex-Im Bank, he led the banks loan workouts division. Earlier at Ex-Im Bank, he served as a country risk economist, loan officer, and international trade negotiator. Prior to joining Ex-Im, he served as an economist for economic forecasting firm Wharton Econometrics. He has a bachelors degree from Georgetown Universitys School of Foreign Service and an MBA from George Washington University. He holds the CFA Charter and for 2 years served as President of the Baltimore CFA Society.
Caroline Moleux, CFA, is a Portfolio Manager/Analyst with AXA IM. Ms. Moleux joined AXA IM in 2005 as a Portfolio Manage/Analyst on the convertible and global entrepreneur strategy. She now serves as Portfolio Manager Analyst within the small cap team and is in charge of the consumer sector. Prior to joining AXA IM, Ms. Moleux worked for three years at ADI where she was an analyst on the convertible arbitrage strategy. Ms. Moleux holds a CFA and an MBA in corporate finance and financial engineering from the University Paris Dauphine.
Karsten Niemann, CFA, is a portfolio manager with Allianz Global Investors, which he joined in 1998. He is a member of the Systematic Equity team. Mr. Niemann manages Best Styles Europe Equity and European High Dividend mandates, overseeing more than $9 billion in assets under management. He previously managed Best Styles Global Equity and Best Styles Euroland Equity mandates for the firm; before that, he was a quantitative analyst. Mr. Niemann has 21 years of investment-industry experience. He has a masters degree in economics from the University of Bonn, Germany, and is a CFA charterholder.
Karen Purzitsky, CFA, is a quantitative analyst responsible for analysis and modeling for the WTIA equity strategies. Ms. Purzitsky has a B.A. in Mathematics and Economics from York University, Toronto, Canada and an M.B.A. in Finance and Accounting from the University of Rochester.
Steve A. Rodosky, is a Managing Director in the Newport Beach office and a Portfolio Manager for the Real Return and U.S. Long-Duration Strategies. He serves as Head of Talent Management for Portfolio Management in the U.S.
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and previously led the firms U.S. rates team. Prior to joining PIMCO in 2001, Mr. Rodosky was Vice President of Institutional Sales with Merrill Lynch. He has 24 years of investment experience and holds a masters degree in financial markets from Illinois Institute of Technology. He received an undergraduate degree from Villanova University.
Rebecca J. Rogers, Vice President and Senior Portfolio Manager at WTIA, is responsible for managing collective funds and separately managed portfolios of tax-exempt municipal bonds. Rebecca works with high-net-worth clients to develop customized investment portfolios based on their unique parameters for risk, return, and liquidity. After taking the time to listen to her clients objectives and to understand any tax, legal, and personal considerations, Rebecca then structures a well-diversified portfolio in keeping with her recommended asset allocation program. Rebecca continually monitors and rebalances her clients portfolios to meet their evolving needs and to take advantage of new investment opportunities. Rebecca joined Wilmington Trust in 2010 from PNC Capital Advisors, where she was Director of Portfolio Management and Trading. In that capacity, she was responsible for managing over $6.5 billion in tax exempt assets including mutual funds, common trust funds, and separately managed accounts. She holds a B.A from Dickinson College.
Dan Scholl, CFA is an Administrative Vice President and Head of Municipal Fixed Income for WTIA, leading the team responsible for municipal fixed income investing as part of WTIAs Fixed Income Group. In this role he will lead the municipal group in portfolio management, credit surveillance and work in collaboration with the internal sales partners in the field. Dan brings more than 30 years experience in the fixed income and municipal markets, including leadership positions in asset management and the public sector. Prior to joining Wilmington Trust in 2019 he served as co-head of tax-exempt fixed income at Schroder Investment Management. As a member of the global fixed income investment and management committees, Dan was responsible for over $130B in assets. Previous roles include director and senior portfolio manager for municipal fixed income for Morgan Grenfell Asset management and Deutsche Asset Management. He holds a M.G.A from the University of Pennsylvania in Government Administration and a B.A. from Ursinus College in Political Science and Finance.
Thomas Seto is Head of Investment Management at Parametrics Seattle office. Mr. Seto is responsible for all portfolio management and trading related to our equity strategies and is a member of the Enterprise Management Committee. Prior to joining Parametric in 1998, Thomas served as the Head of U.S. Equity Index Investments at Barclays Global Investors. He earned an MBA in Finance from the University of Chicago Booth School of Business, and a B.S. in Electrical Engineering from the University of Washington.
Tom S. Simon, CFA, FRM, is a Senior Managing Director, Partner, and Portfolio Manager at Wellington. As Portfolio Manager, Mr. Simon helps lead the Manager Research and Fundamental Factor Platform investment teams. These teams conduct original research on factor investing, risk management, manager evaluation, analytical systems, and portfolio construction. Prior to joining Wellington in 2009, Mr. Simon spent nine years at FactSet Research Systems Inc. (2001-2009), where he served as vice president. He also worked at Quantitative Analytics (2007-2009), and served as a quantitative specialist (2003-2007) and a consultant (2001-2003). Mr. Simon received his BBA in finance and economics from the University of Wisconsin-Madison (2001). Additionally, he holds the Chartered Financial Analyst and Financial Risk Manager designations.
Wilmer C. Stith III, CFA, has been a Vice President and Portfolio Manager of WTIA since 1996. In addition to his portfolio management duties, he manages fixed income separate accounts and is responsible for analyzing and trading various fixed income securities. Mr. Stith has more than 20 years of experience in the investment industry. He is a CFA Charterholder. Mr. Stith earned his B.A. from Kenyon College and his M.B.A. from Loyola College in Maryland.
Jordan Strauss, CFA, is an Administrative Vice President at WTIA. Mr. Strauss conducts third-party manager due diligence of alternative investment strategies including hedge funds, private equity, and private real estate, and co-manages the Wilmington Global Alpha Equities Fund and Wilmington Real Asset Fund. Mr. Strauss has 14 years of investment industry experience, with an extensive background in researching hedge funds and conducting due diligence on alternative investment strategies. Mr. Strauss holds a masters degree in Engineering from Columbia University and a bachelors degree in Mathematics from the University of Vermont.
Gregg R. Thomas, CFA, is a Senior Managing Director, Partner, and Director of Investment Strategy at Wellington. As associate director of Investment Strategy and Risk, Mr. Thomas conducts original research on portfolio and risk-management topics, leads various Wellington internal investment oversight processes, and analyzes key trends and investment risks across the equity, fixed income, asset allocation, and hedge fund product suite. Previously, Mr. Thomas was an equity portfolio specialist and analyst at Wellington (2002 - 2006). Prior to rejoining the firm in 2002, he worked as a quantitative business analyst at Zurich Scudder Investments (2001), as a business analyst and data analyst in Wellington Managements Information Services Group (1997 2001), and in various financial markets-related positions at IDD Information Services (1993 1997). Mr. Thomas received his BS in finance, with high distinction, from the University of Rhode Island (1992). He holds the Charter Financial Analyst designation.
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Randy H. Vogel, CFA, is an Administrative Vice President, Senior Credit Analyst and Portfolio Manager for WTIA. He is responsible for credit analysis for all investment grade and high yield issuers. He is also responsible for assisting in the management of the corporate segments of the Total Return Taxable Fixed Income Strategies. Mr. Vogel joined Wilmington Trust in 2008. From 2006 to 2008, Mr. Vogel was employed by PNC Capital Advisors as a Senior Credit Analyst covering the banking, brokerage, utility and telecommunication industries. From 2003 to 2006, Mr. Vogel was employed by Wilmington Trust as a Senior Securities Analyst.
Thorsten Winkelmann is a senior portfolio manager and a managing director with Allianz Global Investors, which he joined in 2001. As a member of the European Equities team, he is co-leader of the Growth Investment Style team and the lead portfolio manager of the Europe Equity Growth strategies. Mr. Winkelmann was previously a portfolio manager with the European Equity Core team and the Multi Asset team, where he was responsible for managing the equity portions of European balanced products. He has 23 years of investment-industry experience. Mr. Winkelmann has a masters degree in economics from the University of Bonn.
Mihir P. Worah is CIO Asset Allocation and Real Return and a managing director in the Newport Beach office of PIMCO. He is a member of the Investment Committee and the Executive Committee, and oversees portfolio management for the U.S. He is a generalist portfolio manager who manages a variety of fixed income, commodity and multi-asset portfolios. Prior to joining PIMCO in 2001, he was a postdoctoral research associate at the University of California, Berkeley, and the Stanford Linear Accelerator Center, where he built models to explain the difference between matter and anti-matter. Mr. Worah is a member of the Treasury Borrowing Advisory Committee (TBAC) of the U.S. Department of the Treasury as well as the Fixed Income Market Structure Advisory Committee (FIMSAC) of the SEC. In 2012 he co-authored Intelligent Commodity Indexing, published by McGraw-Hill. He has 18 years of investment experience and holds a Ph.D. in theoretical physics from the University of Chicago.
The Funds SAI provides additional information about the portfolio managers investments in the Funds, a description of the compensation structure and information regarding other accounts managed.
The Trust offers six classes of Shares: Class A Shares, Class I shares, Service Class Shares, Administrative Class Shares, Select Class Shares and Institutional Class Shares. All Share classes have different sales charges and other expenses, which affect their performance. Each Share class represents interests in a single portfolio of securities.
The net asset value (NAV) of Shares of the Funds (except for the Money Market Funds) fluctuates and is generally based upon the market value of portfolio securities and other assets of the Fund. The NAV is determined at the end of regular trading of the New York Stock Exchange (NYSE), which is generally 4:00 p.m. (Eastern time) but may vary due to market circumstances or other reasons (NYSE Close) on each day the NYSE is open. Equity securities are generally valued according to the last sale price in the market in which they are primarily traded (either a national securities exchange or the over-the-counter (OTC) market). Fixed income securities are generally valued according to the mean between bid and asked prices as furnished by an independent pricing service, except that fixed income securities with remaining maturities of less than 60 days at time of purchase may be valued at amortized cost. Options are generally valued at market values established by the exchanges on which they are traded at the close of trading on such exchanges. Options traded in the OTC market are generally valued according to the mean between the last bid and the last asked price for the option as provided by an investment dealer or other financial institution that deals in the option. Investments in other open-end registered investment companies are valued at net asset value.
Each Money Market Fund attempts to stabilize the NAV of its Shares at $1.00 by valuing its portfolio securities using the amortized cost method. In all cases, the Funds Board may determine in good faith that another method of valuing investments is necessary to appraise their fair market value. The Money Market Funds cannot guarantee that their NAV will always remain at $1.00 per Share. The NAV is determined at the end of regular trading of the NYSE, which is generally 4:00 p.m. (Eastern time) but may vary due to market circumstances or other reasons (NYSE close) on each day the NYSE is open. In addition, the Money Market Funds reserve the right to allow the purchase, redemption, and exchange of Shares on any other day on which regular trading in money market instruments is taking place. On any day that the bond markets close early, such as days in advance of holidays or in the event of any emergency, the Money Market Funds reserve the right to advance the time NAV is determined and by which purchase, redemption, and exchange orders must be received on that day, to the time of such closing.
Trading in foreign securities may be completed at times which vary from the NYSE Close. In computing its NAV, a Fund values foreign securities at the latest closing price on the exchange on which they are traded immediately prior to the NYSE Close. Certain foreign currency exchange rates may also be determined at the latest rate prior to the NYSE Close. Foreign securities quoted in foreign currencies are translated into U.S. dollars at the foreign exchange rate in effect at 4:00 p.m., Eastern time, on the day the value of the foreign security is determined. Occasionally, events that affect these values and exchange rates may occur between
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the times at which they are determined and the NYSE Close. If such events materially affect the value of portfolio securities, these securities may be valued at their fair value determined in good faith by the Funds Board, although the actual calculation may be done by others. If a Fund owns foreign securities that trade in foreign markets on days the NYSE is closed, or if the NYSE closes earlier than 4:00 p.m. Eastern time, the value of these securities, and therefore the Funds assets, may change on days or at times you cannot purchase, redeem or exchange Shares of such Fund. In all cases, the Funds Board may determine in good faith that another method of valuing investments is necessary to appraise their fair market value.
A Fund may use the fair value of a security to calculate its NAV when, for example, (1) a portfolio security is not traded in a public market or the principal market in which the security trades is closed, (2) trading in a portfolio security is suspended and not resumed prior to the normal market close, (3) a portfolio security is not traded in significant volume for a substantial period, or (4) the Funds Advisor determines that the quotation or price for a portfolio security provided by a dealer or independent pricing service is inaccurate.
Fair valuation procedures are also used when a significant event affecting the value of a portfolio security is determined to have occurred between the time when the price of the portfolio security is determined and the close of trading on the NYSE, which is when the Funds NAV is computed. An event is considered significant if there is both an affirmative expectation that the securitys value will change in response to the event and a reasonable basis for quantifying the resulting change in value. Significant events include significant general securities market movements occurring between the time when the price of the portfolio security is determined and the close of trading on the NYSE. For domestic fixed income securities, such events may occur where the cut-off time for the market information used by the independent pricing service is earlier than the end of regular trading on the NYSE. For securities normally priced at their last sale price in a foreign market, such events can occur between the close of trading in the foreign market and the close of trading on the NYSE. In such cases, use of fair valuation can reduce an investors ability to seek to profit by estimating the Funds NAV in advance of the time when the NAV is calculated.
In some cases, events affecting the issuer of a portfolio security may be considered significant events. Examples of potentially significant events include announcements concerning earnings, acquisitions, new products, management changes, litigation developments, a strike or natural disaster affecting the companys operations or regulatory changes or market developments affecting the issuers industry occurring between the time when the price of the portfolio security is determined and the close of trading on the NYSE. For securities of foreign issuers, such events could also include political or other developments affecting the economy or markets in which the issuer conducts its operations or its securities are traded.
The Funds Board has authorized the use of an independent fair valuation service to monitor changes in a designated U.S. market index after foreign markets close, and to implement a fair valuation methodology to adjust the closing prices of foreign securities if the movement in the index is significant.
There can be no assurance that a Fund could purchase or sell a portfolio security at the price used to calculate the Funds NAV. In the case of fair valued portfolio securities, lack of information and uncertainty as to the significance of information may lead to a conclusion that a prior valuation is the best indication of a portfolio securitys present value. Fair valuations generally remain unchanged until new information becomes available. Consequently, changes in the fair valuation of portfolio securities may be less frequent and of greater magnitude than changes in the price of portfolio securities valued at their last sale price, by an independent pricing service, or based on market quotations. Fair valuation determinations often involve the consideration of a number of subjective factors, and the fair value price may be higher or lower than a readily available market quotation.
To the extent any Fund invests in other investment companies, the prospectuses for those companies explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing.
Sales Charge When You Purchase Class A Shares
The Class A Shares of all the Funds except for the Money Market Funds bear front-end sales charges. The term offering price includes the front-end sales load. When the Funds receive your purchase request in proper form (as described in this prospectus), it is processed at the next calculated NAV plus any applicable front-end sales charge as is shown in the tables below. The front-end sales charge expressed as a percentage of the offering price may be higher or lower than the charge described below due to rounding.
Class A Shares of each Equity Fund, Asset Allocation Fund and Alternative Fund are sold at their NAV next determined after an order is received, plus a sales charge as follows:
Purchase Amount |
Sales Charge as a
Percentage of Public Offering Price |
Dealer
Concession |
Sales Charge as a
Percentage of NAV |
|||||||||
Less than $50,000 | 5.50 | % | 5.00 | % | 5.82 | % | ||||||
$50,000 but less than $100,000 | 4.50 | % | 4.00 | % | 4.71 | % |
Class A Shares of each Fixed Income Fund (except for Short-Term Bond Fund) are sold at their NAV next determined after an order is received, plus a sales charge as follows:
Purchase Amount |
Sales Chare as a
Percentage of Public Offering Price |
Dealer
Concession |
Sales Charge as a
Percentage of NAV |
|||||||||
Less than $100,000 | 4.50 | % | 4.00 | % | 4.71 | % |
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HOW TO PURCHASE, REDEEM AND EXCHANGE SHARES
Class A Shares of Short-Term Bond Fund are sold at their NAV next determined after an order is received, plus a sales charge as follows:
Purchase Amount |
Sales Charge as a
Percentage of Public Offering Price |
Dealer
Concession |
Sales Charge as a
Percentage of NAV |
|||||||||
Less than $100,000 | 1.75 | % | 1.50 | % | 1.78 | % |
The following reductions and eliminations of sales charges apply only to Class A Shares. The sales charge at purchase may be reduced by:
|
purchasing Shares in greater quantities to reduce the applicable sales charge (purchases made at one time by a trustee or fiduciary for a single trust estate or a single fiduciary account can be combined); |
|
combining concurrent purchases of Shares: |
|
by you, your spouse, and your children under age 21; or |
|
of the same share class of two or more Wilmington Funds (other than money market funds); |
|
accumulating purchases (in calculating the sales charge on an additional purchase, include the current value of previous Share purchases still invested in a Fund); or |
|
signing a Letter of Intent (LOI) committing to purchase a certain dollar amount of the same class of Shares within a 13 month period to combine such purchases in calculating the sales charge. The Funds custodian will hold Shares in escrow equal to the maximum applicable sales charge. If you complete the LOI, the custodian will release the Shares in escrow to your account. If you do not fulfill the LOI, the custodian will redeem the appropriate amount from the Shares held in escrow to pay the sales charges that were not applied to your purchases. |
The sales charge may be eliminated when you purchase Shares:
|
by exchanging Shares from the same share class of another Wilmington Fund (other than a money market fund); |
|
through wrap accounts or other investment programs where you pay the investment professional directly for services, or through a health savings account offered by M&T Bank or one of its banking affiliates; |
|
through investment professionals that receive no portion of the sales charge; |
|
as a current or retired/former Trustee, Director or employee of the Fund, the Advisor, the Distributor, the Sub-advisor and their affiliates, M&T Bank Corporation and their subsidiaries and the immediate family members of these individuals. (Immediate family member is defined as any parent, spouse of a parent, child, spouse of a child, spouse, brother or sister, and includes step and adoptive relationships of these people) because there are nominal sales efforts associated with their purchases; |
|
as an employee of a dealer which has a selling group agreement with the Distributor and consents to such purchases; or |
|
as an investor referred by any sub-advisor to the Funds. |
If your investment qualifies for a reduction or elimination of the sales charge, you or your financial intermediary must notify the Funds Distributor, ALPS Distributors, Inc. (Distributor), or Shareholder Services at time of purchase. If the Distributor or Shareholder Services is not notified at the time of purchase, you may receive the reduced sales charge only on additional purchases, and not retroactively on previous purchases.
How to Purchase, Redeem and Exchange Shares
To help the government fight the funding of terrorism and money laundering activities and to verify your identity, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. If you do not provide this information, or if the Funds are unable to verify your identity or that of any other person(s) authorized to act on your account, the Funds reserve the right to close your account using the then-current net asset value.
The Funds will only accept purchases from investors residing in the United States (including Guam, Puerto Rico, and the US Virgin Islands) who have a U.S. mailing address. The Wilmington Funds is unable to accept an account for a non-resident alien (a person who is not a permanent resident or citizen of the U.S.) or for a foreign legal entity (any business or other entity that is organized under the laws of, or located in, a country other than the U.S.). The Funds do not issue share certificates and they reserve the right to reject any purchase request for any reason. The Funds also reserve the right to close an account for any reason.
When the NYSE is open for business, you may purchase, redeem, or exchange Shares by phone, mail, or wire through your financial intermediary or the Trust, subject to daily cutoff times. Your order will be processed at the next calculated NAV, plus any sales charges or less any CDSC as applicable, after your order request is received by the Fund or its designated agent in proper form. The NYSE is closed on weekends and on the following holidays: New Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Purchases and redemptions by wire will not be available on days the Federal Reserve wire system is closed. In addition to the scheduled NYSE holidays noted above, the Federal Reserve wire system is scheduled to be closed on the following days: Columbus Day and Veterans Day.
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HOW TO PURCHASE, REDEEM AND EXCHANGE SHARES
Purchasing Shares
If you would like to purchase Shares of a Wilmington Fund for the first time, please consult a financial professional in your area. If you do not have a financial professional, please call Shareholders Services at 1-800-836-2211.
Class A Shares | ||||
Minimum Initial Investment Amount: | $ | 1,000 | ||
Minimum Subsequent Investment Amount: | $ | 25 | ||
Class I Shares | ||||
Minimum Initial Investment Amount: | $ | 100,000 | ||
Minimum Subsequent Investment Amount: | $ | 25 | ||
Service Class Shares | ||||
Minimum Initial Investment Amount: | None | |||
Minimum Subsequent Investment Amount: | None | |||
Administrative Class Shares | ||||
Minimum Initial Investment Amount: | $ | 1,000 | ||
Minimum Subsequent Investment Amount: | $ | 25 | ||
Select Class Shares | ||||
Minimum Initial Investment Amount: | $ | 100,000 | ||
Minimum Subsequent Investment Amount: | $ | 25 | ||
Institutional Class Shares | ||||
Minimum Initial Investment Amount: | $ | 5,000,000 | ||
Minimum Subsequent Investment Amount: | $ | 25 |
Share Class Minimums-Bond & Equity Funds |
Initial Purchase | |||||||
Class A | Class I1 | |||||||
General | $ | 1,000 | N/A | 2 | ||||
Uniform Gifts or Transfers to Minor Accounts | $ | 1,000 | N/A | |||||
IRAs | $ | 250 | N/A | |||||
SIMPLE IRAs | None | N/A | ||||||
Systematic Investment Plans | $ | 50 | N/A | |||||
Clients of Eligible Financial Intermediaries | None | None | ||||||
Benefit Plans with omnibus accounts held on the Books of the Funds | None | None | ||||||
Other Benefit Plans3 | None | N/A | ||||||
Institutional Investors | $ | 1,000 | $ | 100,000 |
1. | Class I Shares are offered to institutional and other eligible investors, including: |
A. | Employee benefit plans with omnibus accounts held on the books of the Fund, including 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing plans, non-qualified deferred compensation plans, and other similar employer-sponsored retirement plans, and health savings accounts or similar accounts for employees of M&T Bank Corporation and its subsidiaries; |
B. | Clients of eligible Financial Intermediaries, which are investors who invest in the Fund through financial intermediaries that (i) charge such investors an ongoing fee for advisory, investment, consulting or similar services, or (ii) have entered into an agreement with the distributor to offer Class I Shares through a no-load network or platform; |
C. | Institutional investors, including corporations, banks, trust companies, insurance companies, investment companies, foundations, endowments, defined benefit plans and other similar entities; and |
D. | Advisory or Trust clients of Wilmington Trust or its affiliates. |
2. | The minimum investment amounts for Class I Shares may be waived for: |
A. | Retirement plans with omnibus accounts held on the books of the Fund, as defined in the above; |
B. | Clients of eligible Financial Intermediaries, as defined in 1B above; |
C. | Advisory or Trust clients of Wilmington Trust or its affiliates; and |
D. | Shareholders who acquired Class I in the share class conversion dated April 13, 2013 who also remain subject to the $250 account balance minimum. |
3. | Other benefit plans include (i) retirement plans investing through brokerage accounts. Individual retirement vehicles include traditional and Roth IRAs, (ii) individual retirement vehicles and (iii) health savings accounts and Coverdell education savings accounts, individual 403(b)(7) custodial accounts, Keogh plans, SEPs, SARSEPs, SIMPLE IRAs or similar accounts. Other benefit plans are treated like individual investors for the purposes of determining sales charge reductions or waivers. |
The minimum initial and subsequent investment amounts may be waived or lowered from time to time. The minimum initial investment amounts for Class I will be waived for a current or retired/former Trustee, Director or employee of the Fund, the Advisor, the Distributor, the Sub-advisor and their affiliates, M&T Bank Corporation and their subsidiaries and the immediate family members of these individuals. (Immediate family member is defined as any parent, spouse of a parent, child, spouse of a child, spouse, brother or sister, and includes step and adoptive relationships of these people).
Accounts With Low Balances
Due to the high cost of maintaining accounts with low balances, non-retirement accounts may be closed if redemptions or exchanges cause the account balance to fall below $250 for Class A and Service Class Shares, and $10,000 for Class I Shares and Administrative Class Shares. Before an account is closed, you will be notified and allowed 30 days to purchase additional Shares to meet the minimum account balance required.
Through Your Financial Intermediary
Shareholders normally purchase Shares through investment professionals and different types of customer accounts at financial intermediaries. You should read this prospectus together with any agreements between you and your financial intermediary to learn about procedures to follow, the services provided, the fees charged for those services, required earlier cutoff times than shown in this prospectus, and any restrictions and limitations imposed.
Directly With Wilmington Funds
To purchase Shares directly with the Trust, please call Shareholder Services at 1-800-836-2211.
Transactions by Telephone
Once your account is established, you may purchase, redeem or exchange Shares by telephone unless you have declined this privilege on your account application. Please call Shareholder Services at 1-800-836-2211 to transact by telephone.
The Funds reserve the right to modify or terminate telephone redemption and exchange privileges at any time.
Shareholders will be notified prior to any modification or termination. Your telephone instructions may be electronically recorded for your protection. Shareholders who purchase Shares by telephone or accept the telephone redemption or exchange privilege authorize the Trust and its
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HOW TO PURCHASE, REDEEM AND EXCHANGE SHARES
agents to act upon their telephonic instructions for any account for which they have authorized such services. Redeeming or exchanging Shares over the telephone is convenient, but not without risk. Although the Funds have created certain safeguards and procedures to confirm the identity of callers and the authenticity of instructions, the Funds are not responsible for any losses or costs incurred by following phone instructions we reasonably believe to be genuine. If you transact with the Fund over the telephone, you will generally bear the risk of any loss.
Payment Methods
Payment may be made by check, Federal Reserve System wire, or Automated Clearing House (ACH). Please see Limitations on Redemption Proceeds below for information on how your form of payment may impact the timing of redemption payments. Where a Fund offers more than one Share class and you do not specify the class choice on your form of payment, you generally will receive Class A Shares (Service Class Shares in the case of the Money Market Fund). Each payment must be accompanied by your name, the Funds name and Share class, and your account number (if established).
By Check
Current shareholders can purchase additional Shares by sending a check to the Trust accompanied by purchase instructions. Make your check payable to (Name of the Fund and Class of Shares) and mail it to Shareholder Services.
Regular mail |
Express Mail |
|
PO Box 9828 Providence, RI 02940 |
4400 Computer Drive Westborough, MA 01581 |
If you are not a current shareholder, please call Shareholder Services at 1-800-836-2211 for information on how to purchase Shares. Purchase orders by mail for non-Money Market Funds are considered received after payment by check has been converted into federal funds. This is normally the next business day after the check is received. However, payment may be delayed up to seven business days to allow your purchase payment to clear. Purchase orders by mail for Money Market Funds begin earning dividends on the day after the check is converted into federal funds.
The Funds do not accept cash, money orders, credit cards, travelers checks, or third party checks (for example, checks that are either not from the investor or made payable to a third party and endorsed over to the Trust).
By Federal Reserve System Wire
Once your account is established, ask your bank to wire money to the Funds custodian bank, accompanied by purchase instructions. For additional purchases, wire your investment along with your fund and account number. Wire orders will only be accepted on days on which the Funds, M&T Bank, and the Federal Reserve wire system are open for business. Some financial institutions may charge a fee
for wire services. The Funds also reserve the right to charge a processing fee for wire transfers. Below is a chart that shows the different cutoff times for processing Fund purchases and what it means to you. The Funds are not responsible for delays in the receipt of wires.
FUND TYPE |
Your Purchase Request in Proper Order/ Federal Funds Received Before: (Eastern time) |
Results in: |
Your Purchase Request In Proper Order and Federal Funds Received After: (Eastern time) |
Results
in: |
||||
Fixed Income, Alternatives, Equity and Asset Allocation Funds | NYSE Close |
Receive that days closing NAV |
NYSE Close |
Receive next calculated NAV |
||||
Money Market Funds | 4:30 p.m. |
Dividends earned that day |
4:30 p.m. |
Dividends earned beginning next day |
Send your wire to:
BNY Mellon Investment Servicing (US) Inc.
New York, NY
Dollar Amount of Wire
ABA Number 011001234
Account Number 000073-8506
Attn: (Wilmington Fund Name)
Wire Order Number, Dealer Number or Group Number
Nominee/Institution Name
Further Credit To: (Wilmington Account name and number)
By ACH
Once your account is established, you may purchase Fund Shares by transferring money via ACH from your checking or savings account to your Fund account. You will not begin earning dividends on Fund Shares until the ACH transaction settles, which could be as soon as the next business day.
Systematic Investment Program
Once you have opened a Fund account, you can add to your investment on a regular basis in amounts of $25 or more through automatic deductions from your checking or savings account. To sign up for this program, please call Shareholder Services at 1-800-836-2211.
Redeeming Shares
To redeem Shares you must provide us with your name, the Funds name and Share class, your account number, the number of Shares or dollar amount you wish to redeem, and your choice of Payment Option. If you do not specify a Payment Option, a check will be mailed to you at your address of record. Redemption requests for Shares held through an IRA account must be made by mail unless you have previously elected to participate in the telephone redemption option.
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HOW TO PURCHASE, REDEEM AND EXCHANGE SHARES
By Telephone
To redeem Shares by telephone, please call Shareholder Services at 1-800-836-2211. You are automatically eligible to make telephone redemptions unless you decline the privilege at the time you open your account. It is recommended that you provide the necessary information for the telephone redemption option on your initial application. If you do not do this and later wish to take advantage of the telephone redemption privilege, call Shareholder Services for authorization forms.
The Trust limits telephone redemptions to the address of record to $50,000 per day. Telephone redemption requests above $50,000 may be transferred to a linked bank account on record. Otherwise, you must submit a written request with a Medallion signature guarantee. Please contact Shareholder Services for further information.
By Mail
Send your written request to Wilmington Funds.
Regular mail |
Express Mail |
|
PO Box 9828 Providence, RI 02940 |
4400 Computer Drive Westborough, MA 01581 |
Payment Options
You may receive your redemption proceeds by check, Federal Reserve System wire, or ACH transfer to your designated bank account. See Limitations on Redemption Proceeds below for additional information about payment of redemption proceeds. The Funds reserve the right to charge a fee for outgoing wires and overnight check requests. The Funds may, in their discretion, waive this fee under special circumstances.
By Check
Normally, a check for redemption proceeds is mailed within one business day after your redemption order is received, but in no event more than seven business days after receipt of a proper redemption request.
By Federal Reserve System Wire
Wire transfers of redemption proceeds can only be made on days on which the Federal Reserve wire system and the Funds are open for business. Certain financial institutions may charge a fee for the receipt of wire transfers. The Funds also reserve the right to charge a processing fee for wire transfers. Below is a chart that shows the different cutoff times for processing Fund redemptions by wire and what it means to you.
FUND
TYPE/NAME |
Your Redemption Request in Proper Order Received Before: (Eastern time) |
Results in: |
Your Redemption
Received After: (Eastern time) |
Results
in: |
||||
Fixed Income, Asset Allocation, Equity and Alternatives Funds | NYSE Close | Receive that days closing NAV Next day wire | NYSE Close |
Receive next calculated NAV Second day wire |
||||
Money Market Funds | 4:30 p.m. |
Same day wire No dividends earned that day |
4:30 p.m. |
Next day wire Dividends earned that day |
By ACH
You may have redemption proceeds sent directly to your checking or savings account via ACH transfer from the Fund. If you place your order by 4:30 p.m. (Eastern time) for the Taxable Money Market Funds, or the NYSE Close for the Fixed Income, Global Alpha, Diversified Income and Equity Funds, you will receive that days closing NAV. Since ACH transfers are processed overnight, you generally will not receive redemption proceeds until at least the second business day.
Systematic Withdrawal Program
You may automatically redeem Shares in a minimum amount of $50 ($1,000 for Select Class Shares and Class I Shares of the Funds) on a regular basis. Your account must be worth at least $10,000 at the time the program is established. This program may reduce, and eventually deplete, your account. Payments should not be considered yield or income. Generally, it is not advisable to continue to purchase Class A Shares subject to a sales charge while redeeming Shares using this program. For more information and an application form for this program call Shareholder Services at 1-800-836-2211.
Checkwriting
You may request checks to redeem shares of certain money market funds. Your account will continue to receive the daily dividend declared on the Shares being redeemed until the check is presented for payment. The ability to redeem Shares by check may not be available when establishing an account through a financial intermediary. You should read this prospectus together with any applicable agreement between you and your financial intermediary to learn about the services provided, the fees charged for those services, and any check minimum or maximum amounts, restrictions or other limitations that may be imposed. For more information, call Shareholder Services at 1-800-836-2211. See also Limitations on Redemption Proceeds below for additional restrictions.
PROSPECTUS / August 31, 2019 | 87 |
HOW TO PURCHASE, REDEEM AND EXCHANGE SHARES
Additional Conditions
Signature Guarantees
For your protection, the Trust requires the Medallion Guarantee (STAMP 2000 Medallion Guarantee) on written requests and instructions:
|
when you are requesting a redemption by check of $50,000 or more; |
|
when you want a redemption to be sent to an address or bank account other than the one you have on record with the Fund; |
|
when you want the redemption payable to someone other than the shareholder of record; or |
|
when you request a bank account to be linked to your Wilmington Fund (all bank account owners must sign). |
Your signature can be guaranteed by any federally insured financial institution (such as a bank or credit union) or a broker-dealer that is a domestic stock exchange member, but not by a notary public.
Limitations on Redemption Proceeds
Redemption proceeds normally are wired or mailed within one business day after receiving a request in proper form. Payment may be delayed up to seven days:
|
to allow your purchase to clear (as discussed below); |
|
during periods of market volatility; |
|
when a shareholders trade activity or amount adversely impacts the Funds ability to manage its assets; |
|
during any period when the Federal Reserve wire or applicable Federal Reserve banks are closed, other than customary weekend and holiday closings. |
If you request a redemption of Shares recently purchased by check (including a cashiers check or certified check) or ACH, your redemption proceeds may not be made available for up to seven calendar days to allow the Fund to collect payment on the instrument used to purchase such Shares. If the purchase instrument does not clear, your purchase order will be cancelled and you will be responsible for any losses incurred by the Fund as a result of your cancelled order. In addition, the right of redemption may be suspended, or the payment of proceeds may be delayed, during any period:
|
when the NYSE is closed, other than customary weekend and holiday closings; |
|
when trading on the NYSE is restricted, as determined by the SEC; or |
|
in which an emergency exists as determined by the SEC, so that disposal of the Funds investments or determination of its NAV is not reasonably practicable. |
You will not accrue interest or dividends on uncashed redemption checks from the Fund if those checks are undeliverable and returned to the Fund.
Board Authority to Suspend Redemptions to Liquidate Money Market Funds
In the unlikely event that at the end of a business day, a Money Market Fund has invested less than ten percent of its total assets in weekly liquid assets (as defined in applicable regulation) or the funds price per share as computed for the purpose of distribution, redemption and repurchase, rounded to the nearest one percent, has deviated from the stable price established by the Board of Trustees or the Board of Trustees, including a majority of trustees who are not interested persons of the fund, determines that such a deviation is likely to occur and irrevocably has approved the liquidation of the Fund, the Funds Board of Trustees has the authority to suspend redemptions of the Funds shares.
Redemptions
Under normal circumstances, each Fund intends to pay Share redemptions in cash. On a less regular basis, a Fund may satisfy redemption requests in cash by borrowing money through drawing on a line of credit from a bank. Each Fund further reserves the right to pay the redemption price in whole or in part by a distribution of the Funds portfolio securities. In the unlikely chance a Funds redemption is fulfilled by the distribution of a Funds portfolio securities the redemptions in kind will either be done through a distribution of a pro rata slice of the Funds portfolio of securities, selected individual portfolio securities, or a representative basket of portfolio securities. The redemption in kind methods will only be used on special circumstances and may need to be used in stressed market conditions.
Redemption from Retirement Accounts
In the absence of your specific instructions, 10% of the value of your redemption from a retirement account in a Fund may be withheld for taxes. This withholding only applies to certain types of retirement accounts.
Exchanging Shares
You may exchange Shares of a Wilmington Fund for the same Share class of another Wilmington Fund. All exchange requests must include your name and account number, the Funds name and Share class, the number of Shares or dollar amount you wish to exchange and the name of the Fund into which the exchange is to be made. In order to exchange Shares you must submit your request in proper form and:
|
meet the minimum initial investment requirements (if the exchange results in the establishment of a new account); |
|
establish an account in the Fund you want to acquire if you do not have an account in that Fund; |
|
ensure that the account registrations are identical; |
|
receive a prospectus for the Fund into which you wish to exchange; and |
|
only exchange into a Fund that may be legally sold in your state of residence. |
An exchange is treated as a redemption and subsequent purchase and is a taxable transaction. The Funds may modify or
88 | August 31, 2019 / PROSPECTUS |
FREQUENT TRADING POLICIES
terminate the exchange privilege at any time, and shareholders will be notified prior to any modification or termination.
By Telephone
To request an exchange, and for additional information about the exchange privilege, call Shareholder Services at 1-800-836-2211. Below is a chart that shows the cutoff time for processing Fund exchanges and what it means to you.
FUND
TYPE/NAME |
Your Exchange
Request in
Received Before:
|
Results in: |
Your Exchange Request in Proper Order Received After: (Eastern time) |
Results
in: |
||||
Fixed Income, Alternatives, Asset Allocation and Equity Funds |
NYSE Close | Same day exchange | NYSE Close | Next day exchange | ||||
Money Market Funds | 4:30 p.m. | Same day exchange | 4:30 p.m. | Next day exchange |
You will not receive a dividend from the Fund into which you are exchanging on the date of the exchange.
You will automatically be eligible for telephone exchanges, unless you decline this privilege at the time you open your account. It is recommended that you provide the necessary information for the telephone exchange option on your initial application. If you do not do this and later wish to take advantage of the privilege, call Shareholder Services at 1-800-836-2211 for authorization forms.
By Mail
Send your written request to
Wilmington Funds
Regular Mail |
Express Mail |
|
PO Box 9828 Providence, RI 02940 |
4400 Computer Drive Westborough, MA 01581 |
Systematic Exchange Program
You may exchange Shares from one Fund into the same share class of another Fund on a monthly, quarterly or annual basis. Exchanges must be at least $25 and are subject to limitations as described above. For more information and an application form for this Program, call Shareholder Services at 1-800-836-2211.
Class A Share and Service Class Exchanges
Exchanges at NAV
If you exchange between Funds with different sales charges, the exchange will be made at NAV. However, you would pay applicable sales charges when exchanging Shares from a Money Market Funds into a Fixed Income, Alternatives, Asset Allocation or Equity Fund. If you paid a sales charge once (including Shares acquired through reinvestment of dividends and capital gains), you will not have to pay the sales charge again upon exchange. This is true even if you exchange out of a Fund with a sales charge, then into a Fund without a sales charge and back into a Fund with a sales charge.
In addition, you may purchase Class A Shares of any Wilmington Fund without paying a sales charge. In order to
exchange into or purchase Class A Shares of any Wilmington Fund without paying a sales charge (where a sales charge would otherwise be imposed), you or your financial intermediary must notify ALPS Distributors, Inc. or Wilmington Funds Shareholder Services at the time of the transaction.
Exchanges Subject to a Sales Charge
If you invested in a Fund without a sales charge, and exchange into a Fund with a sales charge, you will be assessed the applicable sales charge when you make the exchange. However, the sales charge will not be applied to any Shares that you acquired through reinvestment of dividends and capital gains. Dividends of the Class A Shares, Administrative Shares and Service Shares of the Money Market Funds can be reinvested into Class A Shares of any other Wilmington Fund at NAV at time of payment.
Fixed Income Funds, Asset Allocation Funds, Equity Funds and Alternatives Fund
Frequent or short-term trading into and out of a Fund can have adverse consequences for the Fund and shareholders who use the Fund as a long-term investment vehicle. Such trading in significant amounts can disrupt the Funds investment strategies (e.g., by requiring it to sell investments at inopportune times or maintain excessive short-term or cash positions to support redemptions) and increase brokerage and administrative costs. Investors engaged in such trading may also seek to profit by anticipating changes in the Funds NAV in advance of the time as of which NAV is calculated or through an overall strategy to buy and sell Shares in response to incremental changes in the Funds NAV. This may be particularly likely where the Fund, directly or through an Underlying Fund, invests in high yield securities or securities priced in foreign markets.
The Funds Board has approved policies and procedures intended to discourage excessive trading of the Funds Shares. The Funds monitor trading in Shares in an effort to identify disruptive trading activity. Whether or not the specific testing criteria or monitoring limits proscribed by the policies and procedures are exceeded, the Funds management or Advisor may determine from the amount, frequency or pattern of purchases and redemptions or exchanges that a shareholder or broker is engaged in excessive trading that is or could be detrimental to the Funds and other shareholders and may preclude the shareholder or broker from making further purchases or exchanges of Shares. No matter how the Funds define their testing criteria for, or monitoring limits on, excessive trading of Shares, other purchases and sales of Shares may have adverse effects on the management of a Funds portfolio and its performance. Though the Funds do not generally plan to accommodate frequent purchases and redemptions by shareholders, the Funds excessive trading restrictions do not apply to purchases and sales of Shares of
PROSPECTUS / August 31, 2019 | 89 |
ACCOUNT AND SHARE INFORMATION
Wilmington Funds (Underlying Funds) by the Diversified Income Fund. Allocation changes of the investing Diversified Income Fund is monitored by WFMC management, and the managers of each Underlying Fund must determine that there is no material adverse impact on the Underlying Fund or its shareholders. The intent of this exception is to allow managers of the Diversified Income Fund to accommodate cash flows that result from non-abusive trading in the Asset Allocations Funds, and to reallocate portfolio investments of Diversified Income Fund among various Underlying Funds in accordance with the investment objectives of the Diversified Income Fund, without being stopped from such trading because the aggregate of such trades exceeds the monitoring limits. Nevertheless, as with any trading in Fund Shares, purchases and redemptions of Underlying Fund Shares by the Diversified Income Fund could adversely affect the management of the Underlying Funds portfolio and its performance.
The Advisor will provide to the Funds Board a quarterly report of all occurrences deemed to be excessive trading during the preceding quarter, and a description of any action taken with respect thereto.
Money Market Funds
Given the short-term nature of the Money Market Funds investments and their use of the amortized cost method for calculating the NAV of Money Market Fund Shares, the Funds do not anticipate that in the normal case frequent or short-term trading into and out of the Money Market Funds will have significant adverse consequences for the Money Market Funds and their shareholders. For this reason, and because the Money Market Funds are intended to be used as liquid short-term investments, the Funds policies and procedures to discourage frequent or short-term trading do not apply to the Money Market Funds Shares. However, the Money Market Funds may limit or terminate the availability of purchases or exchanges to a shareholder and may bar the shareholder from purchasing or exchanging Shares of the Money Market Funds and other non-Money Market Funds if the Funds management or Advisor determines from the amount, frequency or pattern of purchased and redemptions or exchanges that the shareholder is engaged in excessive trading that is or could be detrimental to the non-Money Market Funds and their shareholders.
Corporate Resolutions
Corporations and certain other organizations are required to furnish evidence of the authority of persons designated on the account application to effect transactions on behalf of the organization.
Confirmations and Account Statements
Except with respect to the Money Market Funds, you will receive written confirmation of purchases, redemptions and exchanges (except systematic transactions). Money Market
Funds send monthly statements in lieu of share activity confirmations. Shareholders of all other Funds also will receive quarterly statements reporting all account activity, including systematic transactions, dividends and capital gains paid.
Retirement Investments
Shares of the Funds can be purchased as an investment for retirement plans or IRA accounts. You may be subject to an annual IRA account fee. The Municipal Bond Fund and the New York Municipal Bond Fund are generally not appropriate for retirement plans or IRA accounts. For further details, contact Shareholder Services at 1-800-836-2211.
Distribution of Fund Shares
ALPS Distributors, Inc., whose address is 1290 Broadway, Suite 1100 Denver, CO 80203, serves as the Distributor of the Funds offered by this prospectus.
The Distributor markets the Shares described in this prospectus to institutions or individuals, directly or through a financial intermediary that has an agreement with the Distributor. When the Distributor receives marketing fees and sales charges, it may pay some or all of them to financial intermediaries. The Distributor and its affiliates may pay out of their assets other amounts (including items of material value) to financial intermediaries for marketing and servicing Shares. Financial intermediaries include the Advisor and its affiliates. You should consult your financial intermediary to determine what types of compensation it may receive for selling Fund Shares.
Rule 12b-1 Plans (Class A Shares, Service Shares and Administrative Shares)
Certain Funds have adopted a Rule 12b-1 Plan (the Plan) on behalf of Class A Shares, Service Shares and Administrative Shares, offered by this prospectus, which allows them to pay distribution fees to financial intermediaries (which may be paid through the Distributor) at an annual rate of up to 0.25% of the average daily net assets of the Funds Class A Shares, Service Shares, and Administrative Shares, for the sale, distribution, administration, customer servicing and recordkeeping of these Shares. There is no plan for the Select Shares of the Money Market Funds and the Institutional Shares of the U.S. Government Money Market Fund. These fees may be paid to the Distributor, the Advisor and their affiliates. The Funds may waive or reduce the maximum amount of Rule 12b-1 fees it pays from time to time in their sole discretion. In addition, a financial intermediary (including the Distributor, the Advisor or their affiliates) may voluntarily waive or reduce any fees to which they may be entitled. Because these Shares pay marketing fees on an ongoing basis, your investment cost may be higher over time than other Shares with different sales charges and marketing fees.
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DIVIDENDS, DISTRIBUTIONS, AND TAXES
Shareholder Services Plans (Class A Shares, Class I Shares, Service Shares, Administrative Shares and Select Class Shares)
The Funds have adopted a Shareholder Services Plan on behalf of Class A Shares, Class I Shares, Service Shares, Administrative Shares, and Select Class Shares which is administered by ALPS Distributors, Inc. to pay service fees to financial intermediaries (which may include the Distributor, the Advisor or their affiliates) for providing services to the Funds and their shareholders and maintaining shareholders accounts. M&T Securities, Inc. (M&T Securities) has entered into a shareholder services agreement with ALPS Distributors, Inc. under which it is entitled to receive a shareholder services fee for acting as shareholder servicing agent for the Funds, including providing shareholder assistance, and communicating or facilitating purchases and redemptions of Shares, and distributing prospectuses and other information.
Additional Payments to Financial Intermediaries
The Advisor and its affiliates may pay out of their own reasonable resources and legitimate profits amounts (including items of material value) to certain financial intermediaries (including the Distributor) to support the sale of Shares or provide services to the Fund shareholders. The amounts of these payments could be significant and may create an incentive for the financial intermediaries or its employees or associated persons to recommend or sell Shares of the Fund to you. These payments are not reflected in the fees and expenses listed in the fee table section of the Funds prospectus because they are not paid by the Fund.
These payments are negotiated and may be based on such factors as the number or value of Shares that the financial intermediary sells or may sell; the value of client assets invested; or the type and nature of services or support furnished by the financial intermediary. These payments may be in addition to payments made by the Fund to the financial intermediary under a Rule 12b-1 Plan and/or shareholder service fee arrangement. Contact your financial intermediary for information about any payments it receives from the Distributor, the Advisor, their affiliates, or the Fund and any services the financial intermediary provides. The SAI contains additional information on the types of additional payments that may be paid.
Dividends, Distributions, and Taxes
Each of the New York Municipal Bond Fund and Municipal Bond Fund is also referred to as a Tax-Free Fund.
Dividends and Distributions
Each Fund intends to qualify each year as a regulated investment company under the Internal Revenue Code of 1986, as amended. As a regulated investment company, a Fund generally pays no federal income tax on the income and gains it distributes to you. Each Fund expects to declare and
distribute all of its net investment income, if any, to shareholders as dividends as described in the table below.
FUND |
Dividends Declared/ Dividends
Paid |
|
Global Alpha Equities Fund | Annually/Annually | |
Large-Cap Strategy Fund, International Fund, Real Asset Fund, Diversified Income | Quarterly/Quarterly | |
Broad Market Bond Fund, Intermediate-Term Bond Fund, U.S. Treasury Money Market Fund, U.S. Government Money Market Fund, New York Municipal Bond Fund, Short-Term Bond Fund, Municipal Bond Fund | Daily/Monthly |
Each Fund will distribute net realized capital gains, if any, at least annually, usually in December. A Fund may distribute such income dividends and capital gains more frequently, if necessary, in order to reduce or eliminate federal excise or income taxes on the Fund. The amount of any distribution will vary, and there is no guarantee a Fund will pay either an income dividend or a capital gains distribution.
Only shareholders of a Fund on the record date are entitled to receive payments of dividends and/or capital gains. Your dividends and capital gains distributions will be automatically reinvested in additional Shares without a sales charge, unless you elect cash payments. If the Funds receive returned mail from the address to which cash distributions are being mailed, a second attempt will be made to deliver the proceeds. After a second postal return, your account will be coded to reinvest all future distributions until such time that a correct address is provided.
Annual Statements and Tax Forms
Each year, the Funds will send you an annual statement (Form 1099) of your account activity to assist you in completing your federal, state and local tax returns. Your statement will show the exempt-interest dividends you received and the separately-identified portion that constitutes an item of tax preference for purposes of the AMT (tax-exempt AMT interest). Distributions declared in December to shareholders of record in such month, but paid in January, are taxable as if they were paid in December. Prior to issuing your statement, the Funds make every effort to reduce the number of corrected forms mailed to shareholders. However, if a Fund finds it necessary to reclassify its distributions or adjust the cost basis of any covered shares (defined below) sold or exchanged after you receive your tax statement, the Fund will send you a corrected Form 1099.
Avoid Buying a Dividend
At the time you purchase your Fund shares, a Funds net asset value may reflect undistributed income, undistributed capital gains, or net unrealized appreciation in value of portfolio securities held by the Fund. For taxable investors, a subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable. Buying shares in a Fund just before it declares an income
PROSPECTUS / August 31, 2019 | 91 |
DIVIDENDS, DISTRIBUTIONS, AND TAXES
dividend or capital gains distribution is sometimes known as buying a dividend.
Tax Considerations
Fund Distributions Except for the Tax-Free Funds (See, Additional Information for the Tax-Free Funds below), each Fund expects, based on its investment objective and strategies, that its distributions, if any, will be taxable as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account. This is true whether you reinvest your distributions in additional Fund shares or receive them in cash.
The Funds distributions (other than the Tax-Free Funds) are expected to be primarily from the following sources:
FUND |
Distributions are Expected
To be Primarily |
|
International Fund, Real Asset Fund, Large-Cap Strategy Fund, Diversified Income, Broad Market Bond Fund, Intermediate-Term Bond Fund, and Global Alpha Equities, and Short-Term Bond Fund | Ordinary Income and/or Capital Gains | |
U.S. Government Money Market Fund and U.S. Treasury Money Market Fund |
Ordinary Income |
For federal income tax purposes, Fund distributions of short-term capital gains are taxable to you as ordinary income. Fund distributions of long-term capital gains are taxable to you as long-term capital gains no matter how long you have owned your shares. The Money Market Funds do not expect to realize any long-term capital gains or losses. A portion of income dividends reported by a Fund may be qualified dividend income eligible for taxation by individual shareholders at long-term capital gain rates provided certain holding period requirements are met. Because the income of the Money Market Funds and Fixed Income Funds is primarily derived from investments earning interest rather than dividend income, generally none or only a small portion of the income dividends paid to you by a Fund is anticipated to be qualified dividend income eligible for taxation by individuals at long-term capital gain tax rates.
The use of derivatives by a Fund may cause the Fund to realize higher amounts of ordinary income or short-term capital gain, distributions from which are taxable to individual shareholders at ordinary income tax rates rather than at the more favorable tax rates for long-term capital gain.
If a Fund qualifies to pass through to you the tax benefits from foreign taxes it pays on its investments, and elects to do so, then any foreign taxes it pays on these investments may be passed through to you as a foreign tax credit.
The Real Asset Fund may derive excess inclusion income from certain equity interests in mortgage pooling vehicles either directly or through an investment in a U.S. REIT. Please see the SAI for a discussion of the risks and special tax consequences to shareholders in the event the Fund realizes excess inclusion income in excess of certain threshold amounts.
Under 2017 legislation commonly known as the Tax Cuts and Jobs Act (TCJA), qualified REIT dividends (i.e., ordinary REIT dividends other than capital gain dividends and portions of REIT dividends designated as qualifies dividends income) are treated as eligible for a 20% deduction by noncorporate taxpayers. Proposed regulations issued by the IRS, which can be relied upon currently, enable the Fund to pass through the special character of qualified REIT dividends to a shareholder, provided both the Fund and a shareholder meet certain holding period requirements with respect to their shares.
Sale or Redemption of Fund Shares A sale or redemption of Fund shares is a taxable event and, accordingly, a capital gain or loss may be recognized. For tax purposes, an exchange of your Fund shares for shares of a different Wilmington Fund is the same as a sale. Your gain or loss is calculated by subtracting from the gross proceeds your cost basis. Gross proceeds and, for shares acquired on or after January 1, 2012 and disposed of after that date (covered shares), cost basis will be reported to you and the Internal Revenue Service. Cost basis will be calculated using the Funds default method of average cost, unless you instruct the Fund in writing to use a different calculation method. If you hold your Fund shares through a broker (or other nominee), please contact that broker (nominee) with respect to reporting of cost basis and available elections for your account. Cost basis reporting is not required for certain shareholders, including shareholders investing in a Fund through a tax-advantaged retirement account or shareholders investing in a money market fund that maintains a stable net asset value. Because the Money Market Funds expect to maintain a stable net asset value of $1.00 per share, investors should not have any gain or loss on sale or redemption of shares in a Money Market Fund.
Medicare Tax A 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such persons modified adjusted gross income (in the case of an individual) or adjusted gross income (in the case of an estate or trust) exceeds a threshold amount. This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return. Net investment income does not include exempt-interest dividends.
Backup Withholding By law, if you do not provide a Fund with your proper taxpayer identification number and certain required certifications, you may be subject to backup withholding on any distributions of income, capital gains, or proceeds from the sale of your shares. A Fund also must withhold if the Internal Revenue Service instructs it to do so. When withholding is required, the amount will be 24% of any distributions or proceeds paid.
State and Local Taxes Fund distributions and gains from the sale or exchange of your Fund shares generally are subject to state and local taxes.
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DIVIDENDS, DISTRIBUTIONS, AND TAXES
Non-U.S. Investors Non-U.S. investors may be subject to U.S. withholding tax at a 30% or lower treaty rate and U.S. estate tax and are subject to special U.S. tax certification requirements to avoid backup withholding and claim any treaty benefits. Exemptions from U.S. withholding tax are provided for certain capital gain dividends paid by a Fund from net long-term capital gains, exempt-interest dividends, interest-related dividends, and short-term capital gain dividends, if such amounts are reported by a Fund. However, notwithstanding such exemptions from U.S. withholding at the source, any such dividends and distributions of income and capital gains will be subject to backup withholding at a rate of 24% if you fail to properly certify that you are not a U.S. person.
Other Reporting and Withholding Requirements Under the Foreign Account Tax Compliance Act (FATCA), a Fund will be required to withhold a 30% tax on income dividends 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. After December 31, 2018, FATCA withholding also would have applied to certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of Fund shares; however, based on proposed regulations issued by the IRS, which can be relied upon currently, such withholding is no longer required unless final regulations provide otherwise (which is not expected). A Fund may disclose the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA or similar laws. Withholding also may be required if a foreign entity that is a shareholder of a Fund fails to provide the Fund with appropriate certifications or other documentation concerning its status under FATCA.
Additional Information for the Tax-Free Funds
Exempt-Interest Dividends Dividends from each Tax-Free Fund will consist primarily of exempt-interest dividends from interest earned on municipal securities. In general, exempt-interest dividends are exempt from regular federal income tax. Exempt-interest dividends from interest earned on municipal securities of a state, or its political subdivisions, generally are exempt from that states personal income tax. Most states, however, do not grant tax-free treatment to interest from municipal securities of other states.
Because of these tax exemptions, a Tax-Free Fund may not be a suitable investment for retirement plans and other tax-exempt investors. Corporate shareholders should note that these dividends may be fully taxable in states that impose corporate franchise taxes, corporate income taxes, or both and they should consult with their tax advisors about the taxability of this income before investing in a Fund.
Exempt-interest dividends are taken into account when determining the taxable portion of your social security or railroad retirement benefits. Each Tax-Free Fund may invest
a portion of its assets in private activity bonds. The income from these bonds is a tax preference item when determining your federal alternative minimum tax, unless such bonds were issued in 2009 or 2010 (under the TCJA, corporations are no longer subject to the alternative minimum tax for taxable years of the corporation beginning after December 31, 2017).
While the Tax-Free Funds endeavor to purchase only bona fide tax-exempt securities, there are risks that: (a) a security issued as tax-exempt may be reclassified by the Internal Revenue Service or a state tax authority as taxable and/or (b) future legislative, administrative or court actions could adversely impact the qualification of income from a tax-exempt security as tax-free. Such reclassifications or actions could cause interest from a security to become taxable, possibly retroactively, subjecting you to increased tax liability. In addition, such reclassifications or actions could cause the value of a security, and therefore, the value of the Funds shares, to decline.
Taxable Income Dividends Each Tax-Free Fund may invest a portion of its assets in securities that pay income that is not tax-exempt. Each Fund also may distribute to you any market discount and net short-term capital gains from the sale of its portfolio securities. If you are a taxable investor, Fund distributions from this income are taxable to you as ordinary income, and generally will not be treated as qualified dividend income subject to reduced rates of taxation for individuals. Distributions of ordinary income are taxable whether you reinvest your distributions in additional Fund shares or receive them in cash.
Capital Gain Distributions Each Tax-Free Fund also may realize net long-term capital gains from the sale of its portfolio securities. Fund distributions of long-term capital gains are taxable to you as long-term capital gains no matter how long you have owned your shares.
This discussion of Dividends, Distributions, and Taxes is not intended or written to be used as tax advice. Because everyones tax situation is unique, you should consult your tax professional about federal, state, local, or foreign tax consequences before making an investment in a Fund.
Portfolio Holdings Information
Information concerning each Funds portfolio holdings is available in the Funds & Performance section of the Trusts website at www.wilmingtonfunds.com. A complete listing of each Funds portfolio holdings as of the end of each month is posted on the website approximately 30 days after the end of the month and remains there until it is replaced with information for the next month. You may access this from the Funds & Performance page by selecting a Fund Name and Share Class, then selecting Fund Holdings under the Select Document pull down menu.
PROSPECTUS / August 31, 2019 | 93 |
DIVIDENDS, DISTRIBUTIONS, AND TAXES
Summary portfolio composition information as of the close of each quarter is posted on the website approximately 30 days after the end of the quarter and remains there until replaced by the information for the succeeding quarter. The summary portfolio composition information may include the following types of information, but is subject to change:
|
For Equity Funds, Fixed Income Funds, Global Alpha Equities Fund and Diversified Income Funds, identification of the Funds top ten holdings; and |
|
For Equity Funds, Fixed Income Funds, Global Alpha Equities Fund, Diversified Income Funds, and Money Market Funds, percentage breakdowns of the portfolio holdings by sector, credit quality, and/or country. |
You may access this from the Funds & Performance page: click on Class A Shares, Class C Shares, Class I Shares, Select Class Shares, Service Class Shares, Administrative Class Shares or Institutional Class Shares Quarterly Fact Sheets, and select the appropriate link opposite the name of the Fund. You may also access a complete set of these monthly/ quarterly fact sheets by clicking on Prospectus and Fund Guide and selecting Retail Fund Guide.
As required by Rule 2a-7, each Money Market Fund posts complete portfolio holdings information as of the last business day of the preceding month (or any subsequent calendar day of such month) on its website no later than five business days after the end of the month and this information remains posted on the website for at least six months.
In addition, each Funds annual and semi-annual reports contain complete listings of the Funds portfolio holdings as of the end of the Funds second and fourth fiscal quarters. You may access this from the Funds & Performance page: click on Funds Prospectuses & Regulatory Literature and select the desired report from the following options: Semi-Annual Report or Annual Report. Each Fund prepares a report on Form N-PORT of its portfolio holdings as of the end of each month with the exception of Wilmington U.S. Government Money Market Fund and Wilmington U.S. Treasury Money Market Fund. Fiscal quarter information is made available on the website within 70 days after the end of the fiscal quarter. Each of these fiscal quarter reports containing complete listings of the Funds portfolio holdings is filed with the SEC within 60 days of the end of the reporting period at the SECs website at www.sec.gov and is posted on the Funds website at www.wilmingtonfunds.com.
A description of the Funds Portfolio Holdings Disclosure Policy, which addresses the disclosure of the Funds portfolio securities, is available in the Funds SAI.
94 | August 31, 2019 / PROSPECTUS |
FINANCIAL HIGHLIGHTS
The following financial highlights are intended to help you understand the financial performance of each Wilmington Funds Class A Shares, Class I Shares, Select Class Shares, Service Class Shares, Administrative Class Shares and Institutional Class Shares for the past five fiscal years, or since inception, if the life of the Fund or Class is shorter. Some of the information is presented on a per Share basis. Total returns represent the rate an investor would have earned (or lost) on an investment in a Fund, assuming reinvestment of all dividends and capital gains. The information in this table has been audited by Ernst & Young LLP, independent registered public accounting firm, whose reports, along with the Funds audited financial statements, are included in the April 30, 2019 Annual Reports of the Trust, which are available upon request.
PROSPECTUS / August 31, 2019 | 95 |
FINANCIAL HIGHLIGHTS (continued)
For a share outstanding throughout each year ended April 30, unless otherwise noted:
WILMINGTON LARGE-CAP STRATEGY FUND |
|
|||||||||||||||||||
CLASS I |
Year Ended
April 30, 2019 |
Year Ended
April 30, 2018 |
Year Ended
April 30, 2017 |
Year Ended
April 30, 2016 |
Year Ended
April 30, 2015 |
|||||||||||||||
Net Asset Value, Beginning of Year | $21.98 | $19.65 | $16.91 | $18.46 | $17.27 | |||||||||||||||
Income (Loss) From Operations: | ||||||||||||||||||||
Net Investment Income(a) |
0.37 | 0.34 | 0.32 | 0.29 | 0.28 | |||||||||||||||
Net Realized and Unrealized Gain (Loss) on Investments |
2.32 | (b) | 2.34 | (c) | 2.75 | (0.42 | ) | 2.19 | ||||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations | 2.69 | 2.68 | 3.07 | (0.13 | ) | 2.47 | ||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: | ||||||||||||||||||||
Net Investment Income |
(0.38 | ) | (0.35 | ) | (0.33 | ) | (0.28 | ) | (0.27 | ) | ||||||||||
Net Realized Gains |
(0.93 | ) | | | (1.14 | ) | (1.01 | ) | ||||||||||||
|
|
|||||||||||||||||||
Total Distributions | (1.31 | ) | (0.35 | ) | (0.33 | ) | (1.42 | ) | (1.28 | ) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year | $23.36 | $21.98 | $19.65 | $16.91 | $18.46 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return | 12.93 | % | 13.71 | %(c) | 18.32 | % | (0.87 | )% | 14.52 | % | ||||||||||
Net Assets, End of Year (000s) | $527,818 | $504,014 | $554,810 | $606,908 | $468,978 | |||||||||||||||
Ratios to Average Net Assets | ||||||||||||||||||||
Gross Expense |
0.89 | % | 0.90 | % | 0.90 | % | 0.89 | % | 0.86 | % | ||||||||||
Net Expenses(d) |
0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | ||||||||||
Net Investment Income |
1.65 | % | 1.62 | % | 1.75 | % | 1.68 | % | 1.52 | % | ||||||||||
Portfolio Turnover Rate | 13 | % | 15 | % | 18 | % | 81 | % | 15 | % |
(a) |
Per share numbers have been calculated using the average shares method. |
(b) |
Amount includes a non-recurring payment for Litigation proceeds which represents proceeds from securities litigation by the Fund. The litigation proceeds impacted the realized and unrealized gain (loss) per share by $0.00 for Class I. |
(c) |
Amount includes a non-recurring settlement paid by the Fund related to the Funds prior investment in Tribune Company. The settlement payment impacted the realized (loss) per share by $0.00 for Class I. Total return was not impacted. |
(d) |
The investment advisor and other service providers waived or reimbursed a portion of their fees. |
(Financial Highlights continued next page)
96 | August 31, 2019 / PROSPECTUS |
FINANCIAL HIGHLIGHTS (continued)
For a share outstanding throughout each year ended April 30, unless otherwise noted:
WILMINGTON INTERNATIONAL FUND |
|
|||||||||||||||||||
CLASS A |
Year Ended April 30, 2019 |
Year Ended April 30, 2018 |
Year Ended April 30, 2017 |
Year Ended April 30, 2016 |
Year Ended April 30, 2015 |
|||||||||||||||
Net Asset Value, Beginning of Year |
$ 9.11 | $ 7.86 | $ 7.08 | $ 8.04 | $ 7.90 | |||||||||||||||
Income (Loss) From Operations: |
||||||||||||||||||||
Net Investment Income (Loss)(a) |
0.14 | 0.08 | 0.08 | 0.08 | 0.09 | |||||||||||||||
Net Realized and Unrealized Gain (Loss) on Investments and Foreign Currency |
(0.51 | )(b) | 1.26 | (b) | 0.79 | (c) | (0.95 | ) | 0.17 | |||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations |
(0.37 | ) | 1.34 | 0.87 | (0.87 | ) | 0.26 | |||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: |
||||||||||||||||||||
Net Investment Income |
(0.14 | ) | (0.09 | ) | (0.09 | ) | (0.09 | ) | (0.12 | ) | ||||||||||
Net Realized Gains |
(0.08 | ) | | | | | ||||||||||||||
|
|
|||||||||||||||||||
Total Distributions |
(0.22 | ) | (0.09 | ) | (0.09 | ) | (0.09 | ) | (0.12 | ) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year |
$ 8.52 | $ 9.11 | $ 7.86 | $ 7.08 | $ 8.04 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(d) |
(4.07 | )% | 17.18 | % | 12.52 | % | (10.82 | )% | 3.29 | % | ||||||||||
Net Assets, End of Year (000s) |
$4,871 | $5,473 | $4,913 | $4,810 | $5,909 | |||||||||||||||
Ratios to Average Net Assets |
||||||||||||||||||||
Gross Expense |
1.50 | % | 1.48 | % | 1.79 | % | 1.87 | % | 1.84 | % | ||||||||||
Net Expenses(e) |
1.00 | % | 1.04 | % | 1.22 | % | 1.31 | % | 1.42 | % | ||||||||||
Net Investment Income (Loss) |
1.69 | % | 0.93 | % | 1.16 | % | 1.15 | % | 1.20 | % | ||||||||||
Portfolio Turnover Rate |
70 | % | 75 | % | 177 | % | 71 | % | 78 | % | ||||||||||
CLASS I |
Year Ended April 30, 2019 |
Year Ended April 30, 2018 |
Year Ended April 30, 2017 |
Year Ended April 30, 2016 |
Year Ended April 30, 2015 |
|||||||||||||||
Net Asset Value, Beginning of Year |
$ 9.18 | $ 7.92 | $ 7.13 | $ 8.09 | $ 7.94 | |||||||||||||||
Income (Loss) From Operations: |
||||||||||||||||||||
Net Investment Income (Loss)(a) |
0.17 | 0.09 | 0.09 | 0.09 | 0.10 | |||||||||||||||
Net Realized and Unrealized Gain (Loss) on Investments and Foreign Currency |
(0.53 | )(b) | 1.27 | (b) | 0.80 | (c) | (0.95 | ) | 0.18 | |||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations |
(0.36 | ) | 1.36 | 0.89 | (0.86 | ) | 0.28 | |||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: |
||||||||||||||||||||
Net Investment Income |
(0.15 | ) | (0.10 | ) | (0.10 | ) | (0.10 | ) | (0.13 | ) | ||||||||||
Net Realized Gains |
(0.08 | ) | | | | | ||||||||||||||
|
|
|||||||||||||||||||
Total Distributions |
(0.23 | ) | (0.10 | ) | (0.10 | ) | (0.10 | ) | (0.13 | ) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year |
$ 8.59 | $ 9.18 | $ 7.92 | $ 7.13 | $ 8.09 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(d) |
(3.91 | )% | 17.29 | % | 12.69 | % | (10.70 | )% | 3.46 | % | ||||||||||
Net Assets, End of Year (000s) |
$570,749 | $655,810 | $438,974 | $411,357 | $535,446 | |||||||||||||||
Ratios to Average Net Assets |
||||||||||||||||||||
Gross Expense |
1.26 | % | 1.23 | % | 1.54 | % | 1.62 | % | 1.59 | % | ||||||||||
Net Expenses(e) |
0.87 | % | 0.91 | % | 1.09 | % | 1.18 | % | 1.29 | % | ||||||||||
Net Investment Income (Loss) |
1.95 | % | 1.06 | % | 1.28 | % | 1.28 | % | 1.32 | % | ||||||||||
Portfolio Turnover Rate |
70 | % | 75 | % | 177 | % | 71 | % | 78 | % |
(a) |
Per share numbers have been calculated using the average shares method. |
(b) |
Amount includes a non-recurring payment for Litigation proceeds which represents proceeds from securities litigation by the Fund. The litigation proceeds impacted the realized and unrealized gain (loss) per share by $0.00 and $0.00 for Class A and Class I, respectively. |
(c) |
Amount includes a non-recurring payment for Litigation proceeds which represents a class action settlement received by the Fund related to best execution of foreign exchange transactions. The litigation proceeds impacted the realized and unrealized gain (loss) per share by $0.01 and $0.01 for Class A and Class I, respectively. |
(d) |
Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable. Total returns for periods of less than one year, if any, are not annualized. |
(e) |
The investment advisor and other service providers waived or reimbursed a portion of their fees. |
(Financial Highlights continued next page)
PROSPECTUS / August 31, 2019 | 97 |
FINANCIAL HIGHLIGHTS (continued)
For a share outstanding throughout each year ended April 30, unless otherwise noted:
WILMINGTON GLOBAL ALPHA EQUITIES FUND |
|
|||||||||||||||||||
CLASS A |
Year Ended April 30, 2019 |
Year Ended April 30, 2018 |
Year Ended April 30, 2017 |
Year Ended April 30, 2016 |
Year Ended April 30, 2015 |
|||||||||||||||
Net Asset Value, Beginning of Year |
$10.99 | $10.54 | $ 9.82 | $10.86 | $10.74 | |||||||||||||||
Income (Loss) From Operations: |
||||||||||||||||||||
Net Investment Income (Loss)(a) |
0.09 | 0.05 | (0.01 | ) | (0.05 | ) | (0.06 | ) | ||||||||||||
Net Realized and Unrealized Gain (Loss) on Investments and Foreign Currency |
0.33 | 0.52 | (b) | 0.75 | (0.75 | ) | 0.35 | |||||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations |
0.42 | 0.57 | 0.74 | (0.80 | ) | 0.29 | ||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: |
||||||||||||||||||||
Net Investment Income |
(0.13 | ) | (0.12 | ) | (0.02 | ) | (0.24 | ) | | |||||||||||
Net Realized Gains |
| | | | (0.17 | ) | ||||||||||||||
|
|
|||||||||||||||||||
Total Distributions |
(0.13 | ) | (0.12 | ) | (0.02 | ) | (0.24 | ) | (0.17 | ) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year |
$11.28 | $10.99 | $10.54 | $ 9.82 | $10.86 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(c) |
3.87 | % | 5.41 | % | 7.59 | % | (7.48 | )% | 2.73 | % | ||||||||||
Net Assets, End of Year (000s) |
$125 | $132 | $180 | $1,290 | $2,723 | |||||||||||||||
Ratios to Average Net Assets |
||||||||||||||||||||
Gross Expense |
2.36 | % | 2.46 | % | 3.06 | % | 2.89 | % | 3.04 | % | ||||||||||
Net Expenses(d) |
1.49 | % | 1.50 | % | 2.48 | %(e) | 2.46 | %(e) | 2.68 | %(e) | ||||||||||
Net Investment Income (Loss) |
0.78 | % | 0.42 | % | (0.06 | )% | (0.44 | )% | (0.52 | )% | ||||||||||
Portfolio Turnover Rate |
61 | % | 58 | %(f) | 367 | % | 387 | % | 434 | % | ||||||||||
CLASS I |
Year Ended April 30, 2019 |
Year Ended April 30, 2018 |
Year Ended April 30, 2017 |
Year Ended April 30, 2016 |
Year Ended April 30, 2015 |
|||||||||||||||
Net Asset Value, Beginning of Year |
$11.08 | $10.61 | $ 9.86 | $10.88 | $10.74 | |||||||||||||||
Income (Loss) From Operations: |
||||||||||||||||||||
Net Investment Income (Loss)(a) |
0.11 | 0.11 | 0.03 | (0.02 | ) | (0.03 | ) | |||||||||||||
Net Realized and Unrealized Gain (Loss) on Investments and Foreign Currency |
0.34 | 0.49 | (b) | 0.75 | (0.76 | ) | 0.34 | |||||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations |
0.45 | 0.60 | 0.78 | (0.78 | ) | 0.31 | ||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: |
||||||||||||||||||||
Net Investment Income |
(0.13 | ) | (0.13 | ) | (0.03 | ) | (0.24 | ) | | |||||||||||
Net Realized Gains |
| | | | (0.17 | ) | ||||||||||||||
|
|
|||||||||||||||||||
Total Distributions |
(0.13 | ) | (0.13 | ) | (0.03 | ) | (0.24 | ) | (0.17 | ) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year |
$11.40 | $11.08 | $10.61 | $ 9.86 | $10.88 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(c) |
4.18 | % | 5.63 | % | 7.93 | % | (7.22 | )% | 2.91 | % | ||||||||||
Net Assets, End of Year (000s) |
$168,199 | $156,369 | $103,768 | $158,200 | $193,639 | |||||||||||||||
Ratios to Average Net Assets |
||||||||||||||||||||
Gross Expense |
2.11 | % | 2.21 | % | 2.82 | % | 2.64 | % | 2.78 | % | ||||||||||
Net Expenses(d) |
1.24 | % | 1.25 | % | 2.12 | %(e) | 2.21 | %(e) | 2.41 | %(e) | ||||||||||
Net Investment Income (Loss) |
1.02 | % | 1.03 | % | 0.32 | % | (0.16 | )% | (0.27 | )% | ||||||||||
Portfolio Turnover Rate |
61 | % | 58 | %(f) | 367 | % | 387 | % | 434 | % |
(a) |
Per share numbers have been calculated using the average shares method. |
(b) |
Amount includes a non-recurring payment for Litigation proceeds which represents proceeds from securities litigation by the Fund. The litigation proceeds impacted the realized and unrealized gain (loss) per share by $0.00 and $0.00 for Class A and Class I, respectively. |
(c) |
Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable. Total returns for periods of less than one year, if any, are not annualized. |
(d) |
The investment advisor and other service providers waived or reimbursed a portion of their fees. |
(e) |
Expense ratio includes dividend and interest expense related to securities sold short. Excluding such dividend and interest expense, the ratio of expenses to average net assets for the years and the periods presented would be: |
Class A |
Class I |
|||||||
April 30, 2017 |
2.06% | 1.77% | ||||||
April 30, 2016 |
2.15% | 1.90% | ||||||
April 30, 2015 |
2.19% | 1.95% |
(f) |
In January 2017, the Fund transitioned to a single sub-advisor strategy. As a result, the portfolio turnover rate for the fiscal year ended April 30, 2018 was significantly lower than that of previous fiscal years. |
(Financial Highlights continued next page)
98 | August 31, 2019 / PROSPECTUS |
FINANCIAL HIGHLIGHTS (continued)
For a share outstanding throughout each year ended April 30, unless otherwise noted:
WILMINGTON REAL ASSET FUND |
|
|||||||||||||||||||
CLASS A |
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
|||||||||||||||
Net Asset Value, Beginning of Year |
$14.48 | $13.87 | $13.63 | $14.77 | $14.81 | |||||||||||||||
Income (Loss) From Operations: |
||||||||||||||||||||
Net Investment Income (Loss)(a) |
0.34 | 0.35 | 0.23 | 0.21 | 0.13 | |||||||||||||||
Net Realized and Unrealized Gain (Loss) on Investments and Foreign Currency |
(0.07 | ) | 0.63 | 0.01 | (0.68 | ) | 0.04 | |||||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations |
0.27 | 0.98 | 0.24 | (0.47 | ) | 0.17 | ||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: |
||||||||||||||||||||
Net Investment Income |
(0.35 | ) | (0.37 | ) | | (0.67 | ) | (0.21 | ) | |||||||||||
|
|
|||||||||||||||||||
Total Distributions |
(0.35 | ) | (0.37 | ) | | (0.67 | ) | (0.21 | ) | |||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year |
$14.40 | $14.48 | $13.87 | $13.63 | $14.77 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(b) |
2.05 | % | 7.11 | % | 1.76 | % | (3.09 | )% | 1.14 | % | ||||||||||
Net Assets, End of Year (000s) |
$1,173 | $1,297 | $1,643 | $1,762 | $2,242 | |||||||||||||||
Ratios to Average Net Assets |
||||||||||||||||||||
Gross Expense |
1.32 | % | 1.32 | % | 1.45 | % | 1.48 | % | 1.49 | % | ||||||||||
Net Expenses(c)(d) |
0.96 | % | 0.99 | % | 1.20 | % | 1.23 | % | 1.23 | % | ||||||||||
Net Investment Income (Loss) |
2.44 | % | 2.46 | % | 1.68 | % | 1.53 | % | 0.89 | % | ||||||||||
Portfolio Turnover Rate |
347 | % | 438 | % | 593 | % | 418 | % | 242 | % | ||||||||||
CLASS I |
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
|||||||||||||||
Net Asset Value, Beginning of Year |
$14.63 | $14.01 | $13.73 | $14.86 | $14.88 | |||||||||||||||
Income (Loss) From Operations: |
||||||||||||||||||||
Net Investment Income (Loss)(a) |
0.38 | 0.40 | 0.27 | 0.24 | 0.17 | |||||||||||||||
Net Realized and Unrealized Gain (Loss) on Investments and Foreign Currency |
(0.07 | ) | 0.62 | 0.01 | (0.67 | ) | 0.03 | |||||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations |
0.31 | 1.02 | 0.28 | (0.43 | ) | 0.20 | ||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: |
||||||||||||||||||||
Net Investment Income |
(0.38 | ) | (0.40 | ) | | (0.70 | ) | (0.22 | ) | |||||||||||
|
|
|||||||||||||||||||
Total Distributions |
(0.38 | ) | (0.40 | ) | | (0.70 | ) | (0.22 | ) | |||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year |
$14.56 | $14.63 | $14.01 | $13.73 | $14.86 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(b) |
2.29 | % | 7.31 | % | 2.11 | % | (2.89 | )% | 1.40 | % | ||||||||||
Net Assets, End of Year (000s) |
$309,654 | $307,734 | $345,787 | $453,171 | $463,375 | |||||||||||||||
Ratios to Average Net Assets |
||||||||||||||||||||
Gross Expense |
1.07 | % | 1.07 | % | 1.20 | % | 1.23 | % | 1.24 | % | ||||||||||
Net Expenses(c)(d) |
0.71 | % | 0.74 | % | 0.95 | % | 0.98 | % | 0.98 | % | ||||||||||
Net Investment Income (Loss) |
2.69 | % | 2.74 | % | 1.97 | % | 1.75 | % | 1.13 | % | ||||||||||
Portfolio Turnover Rate |
347 | % | 438 | % | 593 | % | 418 | % | 242 | % |
(a) |
Per share numbers have been calculated using the average shares method. |
(b) |
Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable. Total returns for periods of less than one year, if any, are not annualized. |
(c) |
The investment advisor and other service providers waived or reimbursed a portion of their fees. |
(d) |
Expense ratio includes interest expense related to securities sold short, reverse repurchase agreements and/or TBA sale commitments. Interest expense related to securities sold short, reverse repurchase agreements and/or TBA sale commitments had no impact on the ratio of expenses to average net assets for the years ended April 30, 2019, April 30, 2018 and April 30, 2017. |
(Financial Highlights continued next page)
PROSPECTUS / August 31, 2019 | 99 |
FINANCIAL HIGHLIGHTS (continued)
For a share outstanding throughout each year ended April 30, unless otherwise noted:
WILMINGTON DIVERSIFIED INCOME FUND |
|
|||||||||||||||||||
CLASS A |
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
|||||||||||||||
Net Asset Value, Beginning of Year |
$10.47 | $11.24 | $10.40 | $10.98 | $10.47 | |||||||||||||||
Income (Loss) From Operations: |
||||||||||||||||||||
Net Investment Income (Loss)(a) |
0.36 | 0.26 | 0.12 | 0.12 | 0.10 | |||||||||||||||
Net Realized and Unrealized Gain (Loss) on Investments |
0.11 | 0.52 | 0.85 | (0.53 | ) | 0.53 | ||||||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations |
0.47 | 0.78 | 0.97 | (0.41 | ) | 0.63 | ||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: |
||||||||||||||||||||
Net Investment Income |
(0.36 | ) | (0.23 | ) | (0.13 | ) | (0.15 | ) | (0.12 | ) | ||||||||||
Net Realized Gains |
(0.04 | ) | (1.32 | ) | | (0.02 | ) | | ||||||||||||
|
|
|||||||||||||||||||
Total Distributions |
(0.40 | ) | (1.55 | ) | (0.13 | ) | (0.17 | ) | (0.12 | ) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year |
$10.54 | $10.47 | $11.24 | $10.40 | $10.98 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(b) |
4.66 | % | 6.99 | % | 9.38 | % | (3.70 | )% | 6.09 | % | ||||||||||
Net Assets, End of Year (000s) |
$38,943 | $40,993 | $42,878 | $44,607 | $52,860 | |||||||||||||||
Ratios to Average Net Assets |
||||||||||||||||||||
Gross Expense(c) |
1.67 | % | 1.72 | % | 1.59 | % | 1.52 | % | 1.46 | % | ||||||||||
Net Expenses(c)(d) |
0.60 | % | 0.66 | % | 0.74 | % | 0.74 | % | 0.80 | % | ||||||||||
Net Investment Income (Loss) |
3.45 | % | 2.30 | % | 1.16 | % | 1.14 | % | 0.90 | % | ||||||||||
Portfolio Turnover Rate |
14 | % | 85 | % | 9 | % | 52 | % | 23 | % | ||||||||||
CLASS I |
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
|||||||||||||||
Net Asset Value, Beginning of Year |
$10.48 | $11.25 | $10.41 | $10.98 | $10.47 | |||||||||||||||
Income (Loss) From Operations: |
||||||||||||||||||||
Net Investment Income (Loss)(a) |
0.39 | 0.29 | 0.15 | 0.15 | 0.12 | |||||||||||||||
Net Realized and Unrealized Gain (Loss) on Investments |
0.10 | 0.52 | 0.85 | (0.53 | ) | 0.54 | ||||||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations |
0.49 | 0.81 | 1.00 | (0.38 | ) | 0.66 | ||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: |
||||||||||||||||||||
Net Investment Income |
(0.39 | ) | (0.26 | ) | (0.16 | ) | (0.17 | ) | (0.15 | ) | ||||||||||
Net Realized Gains |
(0.04 | ) | (1.32 | ) | | (0.02 | ) | | ||||||||||||
|
|
|||||||||||||||||||
Total Distributions |
(0.43 | ) | (1.58 | ) | (0.16 | ) | (0.19 | ) | (0.15 | ) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year |
$10.54 | $10.48 | $11.25 | $10.41 | $10.98 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(b) |
4.82 | % | 7.24 | % | 9.64 | % | (3.42 | )% | 6.35 | % | ||||||||||
Net Assets, End of Year (000s) |
$637 | $1,109 | $725 | $1,129 | $1,323 | |||||||||||||||
Ratios to Average Net Assets |
||||||||||||||||||||
Gross Expense(c) |
1.40 | % | 1.48 | % | 1.34 | % | 1.27 | % | 1.21 | % | ||||||||||
Net Expenses(c)(d) |
0.35 | % | 0.41 | % | 0.49 | % | 0.49 | % | 0.55 | % | ||||||||||
Net Investment Income (Loss) |
3.72 | % | 2.62 | % | 1.44 | % | 1.39 | % | 1.16 | % | ||||||||||
Portfolio Turnover Rate |
14 | % | 85 | % | 9 | % | 52 | % | 23 | % |
(a) |
Per share numbers have been calculated using the average shares method. |
(b) |
Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable. Total returns for periods of less than one year, if any, are not annualized. |
(c) |
The Fund invests in other underlying funds and indirectly bears its proportionate share of fees and expenses incurred by the underlying funds in which the Fund is invested. This ratio does not include these indirect fees and expenses. |
(d) |
The investment advisor and other service providers waived or reimbursed a portion of their fees. |
(Financial Highlights continued next page)
100 | August 31, 2019 / PROSPECTUS |
FINANCIAL HIGHLIGHTS (continued)
For a share outstanding throughout each year ended April 30, unless otherwise noted:
WILMINGTON INTERMEDIATE-TERM BOND FUND |
|
|||||||||||||||||||
CLASS A |
Year Ended
|
Year
Ended
|
Year
Ended
|
Year
Ended
|
Year
Ended
|
|||||||||||||||
Net Asset Value, Beginning of Year |
$ 9.58 | $ 9.88 | $10.01 | $10.02 | $10.10 | |||||||||||||||
Income (Loss) From Operations: |
||||||||||||||||||||
Net Investment Income(a) |
0.19 | 0.16 | 0.13 | 0.13 | 0.13 | |||||||||||||||
Net Realized and Unrealized Gain (Loss) on Investments |
0.23 | (0.27 | ) | (0.12 | ) | 0.03 | 0.09 | |||||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations |
0.42 | (0.11 | ) | 0.01 | 0.16 | 0.22 | ||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: |
||||||||||||||||||||
Net Investment Income |
(0.19 | ) | (0.16 | ) | (0.13 | ) | (0.13 | ) | (0.13 | ) | ||||||||||
Net Realized Gains |
0.00 | (b) | (0.03 | ) | (0.01 | ) | (0.04 | ) | (0.17 | ) | ||||||||||
|
|
|||||||||||||||||||
Total Distributions |
(0.19 | ) | (0.19 | ) | (0.14 | ) | (0.17 | ) | (0.30 | ) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year |
$ 9.81 | $ 9.58 | $ 9.88 | $10.01 | $10.02 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(c) |
4.47 | % | (1.14 | )% | 0.16 | % | 1.62 | % | 2.14 | % | ||||||||||
Net Assets, End of Year (000s) |
$1,763 | $1,912 | $2,765 | $3,509 | $4,389 | |||||||||||||||
Ratios to Average Net Assets |
||||||||||||||||||||
Gross Expense |
1.32 | % | 1.26 | % | 1.18 | % | 1.18 | % | 1.15 | % | ||||||||||
Net Expenses(d) |
0.80 | % | 0.83 | % | 0.86 | % | 0.85 | % | 0.89 | % | ||||||||||
Net Investment Income |
1.96 | % | 1.65 | % | 1.32 | % | 1.34 | % | 1.25 | % | ||||||||||
Portfolio Turnover Rate |
25 | % | 30 | % | 39 | % | 32 | % | 45 | % | ||||||||||
CLASS I |
Year Ended April 30, 2019 |
Year Ended April 30, 2018 |
Year Ended April 30, 2017 |
Year Ended April 30, 2016 |
Year Ended April 30, 2015 |
|||||||||||||||
Net Asset Value, Beginning of Year |
$ 9.59 | $ 9.88 | $10.02 | $10.03 | $10.10 | |||||||||||||||
Income (Loss) From Operations: |
||||||||||||||||||||
Net Investment Income(a) |
0.22 | 0.19 | 0.17 | 0.17 | 0.16 | |||||||||||||||
Net Realized and Unrealized Gain (Loss) on Investments |
0.22 | (0.26 | ) | (0.13 | ) | 0.03 | 0.10 | |||||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations |
0.44 | (0.07 | ) | 0.04 | 0.20 | 0.26 | ||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: |
||||||||||||||||||||
Net Investment Income |
(0.22 | ) | (0.19 | ) | (0.17 | ) | (0.17 | ) | (0.16 | ) | ||||||||||
Net Realized Gains |
0.00 | (b) | (0.03 | ) | (0.01 | ) | (0.04 | ) | (0.17 | ) | ||||||||||
|
|
|||||||||||||||||||
Total Distributions |
(0.22 | ) | (0.22 | ) | (0.18 | ) | (0.21 | ) | (0.33 | ) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year |
$ 9.81 | $ 9.59 | $ 9.88 | $10.02 | $10.03 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(c) |
4.68 | % | (0.72 | )% | 0.40 | % | 1.94 | % | 2.57 | % | ||||||||||
Net Assets, End of Year (000s) |
$76,471 | $82,301 | $127,103 | $120,406 | $126,574 | |||||||||||||||
Ratios to Average Net Assets |
||||||||||||||||||||
Gross Expense |
1.07 | % | 1.01 | % | 0.93 | % | 0.93 | % | 0.93 | % | ||||||||||
Net Expenses(d) |
0.49 | % | 0.52 | % | 0.53 | % | 0.53 | % | 0.57 | % | ||||||||||
Net Investment Income |
2.26 | % | 1.96 | % | 1.66 | % | 1.66 | % | 1.57 | % | ||||||||||
Portfolio Turnover Rate |
25 | % | 30 | % | 39 | % | 32 | % | 45 | % |
(a) |
Per share numbers have been calculated using the average shares method. |
(b) |
Represents less than $0.005. |
(c) |
Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable. Total returns for periods of less than one year, if any, are not annualized. |
(d) |
The investment advisor and other service providers waived or reimbursed a portion of their fees. |
(Financial Highlights continued next page)
PROSPECTUS / August 31, 2019 | 101 |
FINANCIAL HIGHLIGHTS (continued)
For a share outstanding throughout each year ended April 30, unless otherwise noted:
WILMINGTON BROAD MARKET BOND FUND |
|
|||||||||||||||||||
CLASS A |
Year Ended April 30, 2019 |
Year Ended April 30, 2018 |
Year Ended April 30, 2017 |
Year Ended April 30, 2016 |
Year Ended April 30, 2015 |
|||||||||||||||
Net Asset Value, Beginning of Year |
$ 9.51 | $ 9.78 | $ 9.94 | $ 9.95 | $ 9.80 | |||||||||||||||
Income (Loss) From Operations: |
||||||||||||||||||||
Net Investment Income(a) |
0.21 | 0.18 | 0.16 | 0.18 | 0.17 | |||||||||||||||
Net Realized and Unrealized Gain (Loss) on Investments |
0.21 | (0.26 | ) | (0.14 | ) | 0.02 | 0.19 | |||||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations |
0.42 | (0.08 | ) | 0.02 | 0.20 | 0.36 | ||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: |
||||||||||||||||||||
Net Investment Income |
(0.22 | ) | (0.19 | ) | (0.18 | ) | (0.20 | ) | (0.19 | ) | ||||||||||
Net Realized Gains |
| | | (0.01 | ) | (0.02 | ) | |||||||||||||
|
|
|||||||||||||||||||
Total Distributions |
(0.22 | ) | (0.19 | ) | (0.18 | ) | (0.21 | ) | (0.21 | ) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year |
$ 9.71 | $ 9.51 | $ 9.78 | $ 9.94 | $ 9.95 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(b) |
4.45 | % | (0.81 | )% | 0.22 | % | 2.03 | % | 3.69 | % | ||||||||||
Net Assets, End of Year (000s) |
$3,501 | $4,074 | $4,503 | $5,206 | $5,726 | |||||||||||||||
Ratios to Average Net Assets |
||||||||||||||||||||
Gross Expense |
1.08 | % | 1.09 | % | 1.09 | % | 1.10 | % | 1.12 | % | ||||||||||
Net Expenses(c) |
0.83 | % | 0.87 | % | 0.89 | % | 0.88 | % | 0.94 | % | ||||||||||
Net Investment Income |
2.18 | % | 1.82 | % | 1.62 | % | 1.85 | % | 1.74 | % | ||||||||||
Portfolio Turnover Rate |
36 | % | 34 | % | 32 | % | 44 | % | 45 | % | ||||||||||
CLASS I |
Year Ended April 30, 2019 |
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
|||||||||||||||
Net Asset Value, Beginning of Year |
$ 9.35 | $ 9.62 | $ 9.78 | $ 9.79 | $ 9.63 | |||||||||||||||
Income (Loss) From Operations: |
||||||||||||||||||||
Net Investment Income(a) |
0.24 | 0.21 | 0.19 | 0.21 | 0.20 | |||||||||||||||
Net Realized and Unrealized Gain (Loss) on Investments |
0.21 | (0.26 | ) | (0.14 | ) | 0.02 | 0.20 | |||||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations |
0.45 | (0.05 | ) | 0.05 | 0.23 | 0.40 | ||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: |
||||||||||||||||||||
Net Investment Income |
(0.25 | ) | (0.22 | ) | (0.21 | ) | (0.23 | ) | (0.22 | ) | ||||||||||
Net Realized Gains |
| | | (0.01 | ) | (0.02 | ) | |||||||||||||
|
|
|||||||||||||||||||
Total Distributions |
(0.25 | ) | (0.22 | ) | (0.21 | ) | (0.24 | ) | (0.24 | ) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year |
$ 9.55 | $ 9.35 | $ 9.62 | $ 9.78 | $ 9.79 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(b) |
4.84 | % | (0.52 | )% | 0.54 | % | 2.38 | % | 4.19 | % | ||||||||||
Net Assets, End of Year (000s) |
$544,092 | $506,940 | $503,184 | $409,975 | $413,310 | |||||||||||||||
Ratios to Average Net Assets |
||||||||||||||||||||
Gross Expense |
0.83 | % | 0.84 | % | 0.84 | % | 0.85 | % | 0.88 | % | ||||||||||
Net Expenses(c) |
0.49 | % | 0.53 | % | 0.55 | % | 0.55 | % | 0.60 | % | ||||||||||
Net Investment Income |
2.52 | % | 2.18 | % | 1.96 | % | 2.15 | % | 2.07 | % | ||||||||||
Portfolio Turnover Rate |
36 | % | 34 | % | 32 | % | 44 | % | 45 | % |
(a) |
Per share numbers have been calculated using the average shares method. |
(b) |
Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable. Total returns for periods of less than one year, if any, are not annualized. |
(c) |
The investment advisor and other service providers waived or reimbursed a portion of their fees. |
(Financial Highlights continued next page)
102 | August 31, 2019 / PROSPECTUS |
FINANCIAL HIGHLIGHTS (continued)
For a share outstanding throughout each year ended April 30, unless otherwise noted:
WILMINGTON SHORT-TERM BOND FUND |
|
|||||||||||||||||||
CLASS A |
Year Ended
April 30, 2019 |
Year Ended
April 30, 2018 |
Year Ended
April 30, 2017 |
Year Ended
April 30, 2016 |
Year Ended
April 30, 2015 |
|||||||||||||||
Net Asset Value, Beginning of Year | $ 9.85 | $ 9.99 | $10.07 | $10.10 | $10.23 | |||||||||||||||
Income (Loss) From Operations: | ||||||||||||||||||||
Net Investment Income(a) |
0.16 | 0.12 | 0.10 | 0.07 | 0.07 | |||||||||||||||
Net Realized and Unrealized Gain (Loss) on Investments |
0.11 | (0.12 | ) | (0.06 | ) | 0.02 | (0.02 | ) | ||||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations | 0.27 | 0.00 | (b) | 0.04 | 0.09 | 0.05 | ||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: | ||||||||||||||||||||
Net Investment Income |
(0.17 | ) | (0.14 | ) | (0.12 | ) | (0.10 | ) | (0.06 | ) | ||||||||||
Net Realized Gains |
| | | (0.02 | ) | (0.12 | ) | |||||||||||||
|
|
|||||||||||||||||||
Total Distributions | (0.17 | ) | (0.14 | ) | (0.12 | ) | (0.12 | ) | (0.18 | ) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year | $ 9.95 | $ 9.85 | $ 9.99 | $10.07 | $10.10 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(c) | 2.79 | % | (0.03 | )% | 0.43 | % | 0.87 | % | 0.51 | % | ||||||||||
Net Assets, End of Year (000s) | $5,494 | $5,973 | $6,628 | $7,796 | $10,495 | |||||||||||||||
Ratios to Average Net Assets | ||||||||||||||||||||
Gross Expense |
1.42 | % | 1.37 | % | 1.23 | % | 1.11 | % | 1.17 | % | ||||||||||
Net Expenses(d) |
0.73 | % | 0.73 | % | 0.73 | % | 0.73 | % | 0.78 | % | ||||||||||
Net Investment Income |
1.65 | % | 1.22 | % | 0.96 | % | 0.71 | % | 0.71 | % | ||||||||||
Portfolio Turnover Rate | 67 | % | 42 | % | 72 | % | 104 | % | 138 | % | ||||||||||
CLASS I |
Year Ended April 30, 2019 |
Year Ended April 30, 2018 |
Year Ended April 30, 2017 |
Year Ended April 30, 2016 |
Year Ended April 30, 2015 |
|||||||||||||||
Net Asset Value, Beginning of Year | $ 9.85 | $ 9.99 | $10.07 | $10.10 | $10.23 | |||||||||||||||
Income (Loss) From Operations: | ||||||||||||||||||||
Net Investment Income(a) |
0.19 | 0.15 | 0.12 | 0.10 | 0.08 | |||||||||||||||
Net Realized and Unrealized Gain (Loss) on Investments |
0.11 | (0.13 | ) | (0.05 | ) | 0.01 | 0.00 | (b) | ||||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations | 0.30 | 0.02 | 0.07 | 0.11 | 0.08 | |||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: | ||||||||||||||||||||
Net Investment Income |
(0.20 | ) | (0.16 | ) | (0.15 | ) | (0.12 | ) | (0.09 | ) | ||||||||||
Net Realized Gains |
| | | (0.02 | ) | (0.12 | ) | |||||||||||||
|
|
|||||||||||||||||||
Total Distributions |
(0.20 | ) | (0.16 | ) | (0.15 | ) | (0.14 | ) | (0.21 | ) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year |
$ 9.95 | $ 9.85 | $ 9.99 | $10.07 | $10.10 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(c) |
3.04 | % | 0.22 | % | 0.68 | % | 1.12 | % | 0.76 | % | ||||||||||
Net Assets, End of Year (000s) |
$44,696 | $46,309 | $64,706 | $160,541 | $166,939 | |||||||||||||||
Ratios to Average Net Assets |
||||||||||||||||||||
Gross Expense |
1.17 | % | 1.11 | % | 0.98 | % | 0.86 | % | 0.96 | % | ||||||||||
Net Expenses(d) |
0.48 | % | 0.48 | % | 0.48 | % | 0.48 | % | 0.56 | % | ||||||||||
Net Investment Income |
1.90 | % | 1.46 | % | 1.19 | % | 0.97 | % | 0.81 | % | ||||||||||
Portfolio Turnover Rate |
67 | % | 42 | % | 72 | % | 104 | % | 138 | % |
(a) |
Per share numbers have been calculated using the average shares method. |
(b) |
Represents less than $0.005. |
(c) |
Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable. Total returns for periods of less than one year, if any, are not annualized. |
(d) |
The investment advisor and other service providers waived or reimbursed a portion of their fees. |
(Financial Highlights continued next page)
PROSPECTUS / August 31, 2019 | 103 |
FINANCIAL HIGHLIGHTS (continued)
For a share outstanding throughout each year ended April 30, unless otherwise noted:
WILMINGTON MUNICIPAL BOND FUND |
|
|||||||||||||||||||
CLASS A |
Year
Ended
|
Year
Ended
|
Year
Ended
|
Year
Ended
|
Year
Ended
|
|||||||||||||||
Net Asset Value, Beginning of Year |
$12.78 | $13.14 | $13.54 | $13.41 | $13.40 | |||||||||||||||
Income (Loss) From Operations: |
||||||||||||||||||||
Net Investment Income(a) |
0.26 | 0.22 | 0.22 | 0.23 | 0.25 | |||||||||||||||
Net Realized and Unrealized Gain (Loss) on Investments |
0.44 | (0.26 | ) | (0.31 | ) | 0.37 | 0.13 | |||||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations |
0.70 | (0.04 | ) | (0.09 | ) | 0.60 | 0.38 | |||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: |
||||||||||||||||||||
Net Investment Income |
(0.26 | ) | (0.22 | ) | (0.22 | ) | (0.23 | ) | (0.25 | ) | ||||||||||
Net Realized Gains |
| (0.10 | ) | (0.09 | ) | (0.24 | ) | (0.12 | ) | |||||||||||
|
|
|||||||||||||||||||
Total Distributions |
(0.26 | ) | (0.32 | ) | (0.31 | ) | (0.47 | ) | (0.37 | ) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year |
$13.22 | $12.78 | $13.14 | $13.54 | $13.41 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(b) |
5.52 | % | (0.29 | )% | (0.65 | )% | 4.55 | % | 2.83 | % | ||||||||||
Net Assets, End of Year (000s) |
$29,050 | $29,109 | $31,951 | $38,182 | $41,607 | |||||||||||||||
Ratios to Average Net Assets |
||||||||||||||||||||
Gross Expense |
1.10 | % | 1.10 | % | 1.09 | % | 1.09 | % | 1.12 | % | ||||||||||
Net Expenses(c) |
0.74 | % | 0.74 | % | 0.74 | % | 0.74 | % | 0.79 | % | ||||||||||
Net Investment Income |
1.99 | % | 1.70 | % | 1.62 | % | 1.69 | % | 1.84 | % | ||||||||||
Portfolio Turnover Rate |
83 | % | 79 | % | 40 | % | 32 | % | 50 | % | ||||||||||
CLASS I |
Year Ended April 30, 2019 |
Year Ended April 30, 2018 |
Year Ended April 30, 2017 |
Year Ended April 30, 2016 |
Year Ended April 30, 2015 |
|||||||||||||||
Net Asset Value, Beginning of Year |
$12.79 | $13.15 | $13.55 | $13.42 | $13.40 | |||||||||||||||
Income (Loss) From Operations: |
||||||||||||||||||||
Net Investment Income(a) |
0.29 | 0.26 | 0.25 | 0.26 | 0.28 | |||||||||||||||
Net Realized and Unrealized Gain (Loss) on Investments |
0.44 | (0.26 | ) | (0.31 | ) | 0.37 | 0.15 | |||||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations |
0.73 | 0.00 | (d) | (0.06 | ) | 0.63 | 0.43 | |||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: |
||||||||||||||||||||
Net Investment Income |
(0.29 | ) | (0.26 | ) | (0.25 | ) | (0.26 | ) | (0.29 | ) | ||||||||||
Net Realized Gains |
| (0.10 | ) | (0.09 | ) | (0.24 | ) | (0.12 | ) | |||||||||||
|
|
|||||||||||||||||||
Total Distributions |
(0.29 | ) | (0.36 | ) | (0.34 | ) | (0.50 | ) | (0.41 | ) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year |
$13.23 | $12.79 | $13.15 | $13.55 | $13.42 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(b) |
5.78 | % | (0.03 | )% | (0.39 | )% | 4.81 | % | 3.17 | % | ||||||||||
Net Assets, End of Year (000s) |
$260,800 | $259,934 | $263,825 | $267,864 | $259,904 | |||||||||||||||
Ratios to Average Net Assets |
||||||||||||||||||||
Gross Expense |
0.85 | % | 0.85 | % | 0.84 | % | 0.84 | % | 0.88 | % | ||||||||||
Net Expenses(c) |
0.49 | % | 0.49 | % | 0.49 | % | 0.49 | % | 0.55 | % | ||||||||||
Net Investment Income |
2.24 | % | 1.95 | % | 1.87 | % | 1.94 | % | 2.11 | % | ||||||||||
Portfolio Turnover Rate |
83 | % | 79 | % | 40 | % | 32 | % | 50 | % |
(a) |
Per share numbers have been calculated using the average shares method. |
(b) |
Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable. Total returns for periods of less than one year, if any, are not annualized. |
(c) |
The investment advisor and other service providers waived or reimbursed a portion of their fees. |
(d) |
Represents less than $0.005. |
(Financial Highlights continued next page)
104 | August 31, 2019 / PROSPECTUS |
FINANCIAL HIGHLIGHTS (continued)
For a share outstanding throughout each year ended April 30, unless otherwise noted:
WILMINGTON NEW YORK MUNICIPAL BOND FUND |
|
|||||||||||||||||||
CLASS A |
Year Ended
|
Year
Ended
|
Year
Ended
|
Year
Ended
|
Year
Ended
|
|||||||||||||||
Net Asset Value, Beginning of Year |
$10.18 | $10.56 | $10.91 | $10.66 | $10.56 | |||||||||||||||
Income (Loss) From Operations: |
||||||||||||||||||||
Net Investment Income(a) |
0.15 | 0.15 | 0.16 | 0.19 | 0.21 | |||||||||||||||
Net Realized and Unrealized Gain (Loss) on Investments |
0.36 | (0.22 | ) | (0.25 | ) | 0.27 | 0.10 | |||||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations |
0.51 | (0.07 | ) | (0.09 | ) | 0.46 | 0.31 | |||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: |
||||||||||||||||||||
Net Investment Income |
(0.15 | ) | (0.15 | ) | (0.16 | ) | (0.19 | ) | (0.21 | ) | ||||||||||
Net Realized Gains |
(0.11 | ) | (0.16 | ) | (0.10 | ) | (0.02 | ) | | |||||||||||
|
|
|||||||||||||||||||
Total Distributions |
(0.26 | ) | (0.31 | ) | (0.26 | ) | (0.21 | ) | (0.21 | ) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year |
$10.43 | $10.18 | $10.56 | $10.91 | $10.66 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(b) |
5.16 | % | (0.75 | )% | (0.81 | )% | 4.32 | % | 2.91 | % | ||||||||||
Net Assets, End of Year (000s) |
$8,630 | $14,863 | $17,554 | $20,197 | $22,691 | |||||||||||||||
Ratios to Average Net Assets |
||||||||||||||||||||
Gross Expense |
1.33 | % | 1.28 | % | 1.24 | % | 1.22 | % | 1.22 | % | ||||||||||
Net Expenses(c) |
0.83 | % | 0.84 | % | 0.84 | % | 0.84 | % | 0.84 | % | ||||||||||
Net Investment Income |
1.50 | % | 1.43 | % | 1.50 | % | 1.76 | % | 1.93 | % | ||||||||||
Portfolio Turnover Rate |
45 | % | 64 | % | 32 | % | 24 | % | 31 | % | ||||||||||
CLASS I |
Year Ended April 30, 2019 |
Year Ended April 30, 2018 |
Year Ended April 30, 2017 |
Year Ended April 30, 2016 |
Year Ended April 30, 2015 |
|||||||||||||||
Net Asset Value, Beginning of Year |
$10.19 | $10.57 | $10.92 | $10.67 | $10.57 | |||||||||||||||
Income (Loss) From Operations: |
||||||||||||||||||||
Net Investment Income(a) |
0.18 | 0.18 | 0.19 | 0.22 | 0.23 | |||||||||||||||
Net Realized and Unrealized Gain (Loss) on Investments |
0.35 | (0.22 | ) | (0.25 | ) | 0.27 | 0.10 | |||||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations |
0.53 | (0.04 | ) | (0.06 | ) | 0.49 | 0.33 | |||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: |
||||||||||||||||||||
Net Investment Income |
(0.18 | ) | (0.18 | ) | (0.19 | ) | (0.22 | ) | (0.23 | ) | ||||||||||
Net Realized Gains |
(0.11 | ) | (0.16 | ) | (0.10 | ) | (0.02 | ) | | |||||||||||
|
|
|||||||||||||||||||
Total Distributions |
(0.29 | ) | (0.34 | ) | (0.29 | ) | (0.24 | ) | (0.23 | ) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year |
$10.43 | $10.19 | $10.57 | $10.92 | $10.67 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return(b) |
5.32 | % | (0.50 | )% | (0.55 | )% | 4.58 | % | 3.17 | % | ||||||||||
Net Assets, End of Year (000s) |
$53,379 | $56,626 | $67,991 | $63,704 | $63,702 | |||||||||||||||
Ratios to Average Net Assets |
||||||||||||||||||||
Gross Expense |
1.09 | % | 1.03 | % | 0.99 | % | 0.98 | % | 0.97 | % | ||||||||||
Net Expenses(c) |
0.58 | % | 0.59 | % | 0.59 | % | 0.59 | % | 0.59 | % | ||||||||||
Net Investment Income |
1.76 | % | 1.68 | % | 1.75 | % | 2.01 | % | 2.18 | % | ||||||||||
Portfolio Turnover Rate |
45 | % | 64 | % | 32 | % | 24 | % | 31 | % |
(a) |
Per share numbers have been calculated using the average shares method. |
(b) |
Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable. Total returns for periods of less than one year, if any, are not annualized. |
(c) |
The investment advisor and other service providers waived or reimbursed a portion of their fees. |
(Financial Highlights continued next page)
PROSPECTUS / August 31, 2019 | 105 |
FINANCIAL HIGHLIGHTS (continued)
For a share outstanding throughout each year ended April 30, unless otherwise noted:
WILMINGTON U.S. GOVERNMENT MONEY MARKET FUND |
|
|||||||||||||||||||
ADMINISTRATIVE CLASS |
Year Ended April 30, 2019 |
Year Ended April 30, 2018 |
Year Ended April 30, 2017 |
Year Ended April 30, 2016 |
Year Ended April 30, 2015 |
|||||||||||||||
Net Asset Value, Beginning of Year | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | |||||||||||||||
Income (Loss) From Operations: | ||||||||||||||||||||
Net Investment Income |
0.016 | 0.006 | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | ||||||||||||
Net Realized Gain (Loss) on Investments |
0.000 | (a) | 0.000 | (a) | (0.000 | )(a) | 0.000 | (a) | 0.000 | (a) | ||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations | 0.016 | 0.006 | 0.000 | 0.000 | 0.000 | |||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: | ||||||||||||||||||||
Net Investment Income |
(0.016 | ) | (0.006 | ) | (0.000 | )(a) | (0.000 | )(a) | (0.000 | )(a) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return | 1.57 | % | 0.56 | % | 0.04 | % | 0.02 | % | 0.01 | % | ||||||||||
Net Assets, End of Year (000s) | $1,297,285 | $1,196,676 | $1,516,147 | $1,619,679 | $1,556,286 | |||||||||||||||
Ratios to Average Net Assets | ||||||||||||||||||||
Gross Expense |
0.82 | % | 0.82 | % | 0.89 | % | 0.97 | % | 0.97 | % | ||||||||||
Net Expenses(b) |
0.62 | % | 0.62 | % | 0.42 | % | 0.18 | % | 0.07 | % | ||||||||||
Net Investment Income |
1.57 | % | 0.54 | % | 0.04 | % | 0.02 | % | 0.01 | % | ||||||||||
INSTITUTIONAL CLASS |
Year Ended April 30, 2019 |
Year Ended April 30, 2018 |
Year Ended April 30, 2017 |
Year Ended April 30, 2016 |
Year Ended April 30, 2015 |
|||||||||||||||
Net Asset Value, Beginning of Year | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | |||||||||||||||
Income (Loss) From Operations: | ||||||||||||||||||||
Net Investment Income |
0.019 | 0.009 | 0.001 | 0.000 | (a) | 0.000 | (a) | |||||||||||||
Net Realized Gain (Loss) on Investments |
0.000 | (a) | 0.000 | (a) | (0.000 | )(a) | 0.000 | (a) | 0.000 | (a) | ||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations | 0.019 | 0.009 | 0.001 | 0.000 | 0.000 | |||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: | ||||||||||||||||||||
Net Investment Income |
(0.019 | ) | (0.009 | ) | (0.001 | ) | (0.000 | )(a) | (0.000 | )(a) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return | 1.92 | % | 0.91 | % | 0.17 | % | 0.02 | % | 0.01 | % | ||||||||||
Net Assets, End of Year (000s) | $427,114 | $704,435 | $359,524 | $12,840 | $26,079 | |||||||||||||||
Ratios to Average Net Assets | ||||||||||||||||||||
Gross Expense |
0.32 | % | 0.32 | % | 0.34 | % | 0.47 | % | 0.47 | % | ||||||||||
Net Expenses(b) |
0.27 | % | 0.27 | % | 0.27 | % | 0.13 | % | 0.07 | % | ||||||||||
Net Investment Income |
1.92 | % | 0.97 | % | 0.21 | % | 0.01 | % | 0.01 | % | ||||||||||
SELECT CLASS |
Year Ended April 30, 2019 |
Year Ended April 30, 2018 |
Year Ended April 30, 2017 |
Year Ended April 30, 2016 |
Year Ended April 30, 2015 |
|||||||||||||||
Net Asset Value, Beginning of Year | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | |||||||||||||||
Income (Loss) From Operations: | ||||||||||||||||||||
Net Investment Income |
0.018 | 0.008 | 0.001 | 0.000 | (a) | 0.000 | (a) | |||||||||||||
Net Realized Gain (Loss) on Investments |
0.000 | (a) | 0.000 | (a) | (0.000 | )(a) | 0.000 | (a) | 0.000 | (a) | ||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations | 0.018 | 0.008 | 0.001 | 0.000 | 0.000 | |||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: | ||||||||||||||||||||
Net Investment Income |
(0.018 | ) | (0.008 | ) | (0.001 | ) | (0.000 | )(a) | (0.000 | )(a) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return | 1.82 | % | 0.81 | % | 0.13 | % | 0.02 | % | 0.01 | % | ||||||||||
Net Assets, End of Year (000s) | $4,410,116 | $3,273,958 | $3,671,694 | $976,287 | $1,005,503 | |||||||||||||||
Ratios to Average Net Assets | ||||||||||||||||||||
Gross Expense |
0.57 | % | 0.57 | % | 0.61 | % | 0.72 | % | 0.72 | % | ||||||||||
Net Expenses(b) |
0.37 | % | 0.37 | % | 0.33 | % | 0.18 | % | 0.07 | % | ||||||||||
Net Investment Income |
1.82 | % | 0.80 | % | 0.15 | % | 0.02 | % | 0.01 | % |
(Financial Highlights continued next page)
106 | August 31, 2019 / PROSPECTUS |
FINANCIAL HIGHLIGHTS (continued)
WILMINGTON U.S. GOVERNMENT MONEY MARKET FUND (continued) |
|
|||||||||||||||||||
SERVICE CLASS |
Year Ended April 30, 2019 |
Year Ended April 30, 2018 |
Year Ended April 30, 2017 |
Year Ended April 30, 2016 |
Year Ended April 30, 2015 |
|||||||||||||||
Net Asset Value, Beginning of Year |
$ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | |||||||||||||||
Income (Loss) From Operations: |
||||||||||||||||||||
Net Investment Income |
0.014 | 0.004 | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | ||||||||||||
Net Realized Gain (Loss) on Investments |
0.000 | (a) | 0.000 | (a) | (0.000 | )(a) | 0.000 | (a) | 0.000 | (a) | ||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations |
0.014 | 0.004 | 0.000 | 0.000 | 0.000 | |||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: |
||||||||||||||||||||
Net Investment Income |
(0.014 | ) | (0.004 | ) | (0.000 | )(a) | (0.000 | )(a) | (0.000 | )(a) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year |
$ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return |
1.42 | % | 0.41 | % | 0.01 | % | 0.01 | % | 0.01 | % | ||||||||||
Net Assets, End of Year (000s) |
$1,191,211 | $1,250,181 | $1,364,106 | $794,950 | $1,352,274 | |||||||||||||||
Ratios to Average Net Assets |
||||||||||||||||||||
Gross Expense |
0.82 | % | 0.82 | % | 0.88 | % | 0.97 | % | 0.97 | % | ||||||||||
Net Expenses(b) |
0.77 | % | 0.77 | % | 0.46 | % | 0.18 | % | 0.07 | % | ||||||||||
Net Investment Income |
1.41 | % | 0.41 | % | 0.01 | % | 0.01 | % | 0.01 | % |
(a) |
Represents less than $0.001. |
(b) |
The investment manager and other service providers voluntarily waived a portion of their fees. |
(Financial Highlights continued next page)
PROSPECTUS / August 31, 2019 | 107 |
FINANCIAL HIGHLIGHTS (continued)
For a share outstanding throughout each year ended April 30, unless otherwise noted:
WILMINGTON U.S. TREASURY MONEY MARKET FUND |
|
|||||||||||||||||||
ADMINISTRATIVE CLASS |
Year Ended
April 30, 2019 |
Year Ended
April 30, 2018 |
Year Ended
April 30, 2017 |
Year Ended
April 30, 2016 |
Year Ended
April 30, 2015 |
|||||||||||||||
Net Asset Value, Beginning of Year | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | |||||||||||||||
Income (Loss) From Operations: | ||||||||||||||||||||
Net Investment Income |
0.016 | 0.006 | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | ||||||||||||
Net Realized Gain (Loss) on Investments |
0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | ||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations | 0.016 | 0.006 | 0.000 | 0.000 | 0.000 | |||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: | ||||||||||||||||||||
Net Investment Income |
(0.016 | ) | (0.006 | ) | (0.000 | )(a) | (0.000 | )(a) | (0.000 | )(a) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return |
1.58 | % | 0.57 | % | 0.03 | % | 0.01 | % | 0.00 | %(b) | ||||||||||
Net Assets, End of Year (000s) |
$283,323 | $340,788 | $479,284 | $646,349 | $631,472 | |||||||||||||||
Ratios to Average Net Assets |
||||||||||||||||||||
Gross Expense |
0.83 | % | 0.84 | % | 0.91 | % | 0.99 | % | 0.98 | % | ||||||||||
Net Expenses(c) |
0.60 | % | 0.60 | % | 0.39 | % | 0.15 | % | 0.06 | % | ||||||||||
Net Investment Income |
1.54 | % | 0.53 | % | 0.03 | % | 0.01 | % | 0.00 | %(b) | ||||||||||
SELECT CLASS |
Year
Ended
|
Year
Ended
|
Year
Ended
|
Year
Ended
|
Year
Ended
|
|||||||||||||||
Net Asset Value, Beginning of Year |
$ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | |||||||||||||||
Income (Loss) From Operations: |
||||||||||||||||||||
Net Investment Income |
0.018 | 0.008 | 0.001 | 0.000 | (a) | 0.000 | (a) | |||||||||||||
Net Realized Gain (Loss) on Investments |
0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | ||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations |
0.018 | 0.008 | 0.001 | 0.000 | 0.000 | |||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: |
||||||||||||||||||||
Net Investment Income |
(0.018 | ) | (0.008 | ) | (0.001 | ) | (0.000 | )(a) | (0.000 | )(a) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year |
$ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return |
1.83 | % | 0.82 | % | 0.12 | % | 0.01 | % | 0.00 | %(b) | ||||||||||
Net Assets, End of Year (000s) |
$1,203,639 | $790,207 | $311,815 | $242,597 | $264,955 | |||||||||||||||
Ratios to Average Net Assets |
||||||||||||||||||||
Gross Expense |
0.58 | % | 0.59 | % | 0.66 | % | 0.74 | % | 0.74 | % | ||||||||||
Net Expenses(c) |
0.35 | % | 0.35 | % | 0.31 | % | 0.15 | % | 0.06 | % | ||||||||||
Net Investment Income |
1.85 | % | 0.89 | % | 0.13 | % | 0.01 | % | 0.00 | %(b) | ||||||||||
SERVICE CLASS |
Year Ended April 30, 2019 |
Year Ended April 30, 2018 |
Year Ended
|
Year Ended
|
Year Ended
|
|||||||||||||||
Net Asset Value, Beginning of Year |
$ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | |||||||||||||||
Income (Loss) From Operations: |
||||||||||||||||||||
Net Investment Income |
0.014 | 0.004 | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | ||||||||||||
Net Realized Gain (Loss) on Investments |
0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | 0.000 | (a) | ||||||||||
|
|
|||||||||||||||||||
Total Income (Loss) From Operations |
0.014 | 0.004 | 0.000 | 0.000 | 0.000 | |||||||||||||||
|
|
|||||||||||||||||||
Less Distributions From: |
||||||||||||||||||||
Net Investment Income |
(0.014 | ) | (0.004 | ) | (0.000 | )(a) | (0.000 | )(a) | (0.000 | )(a) | ||||||||||
|
|
|||||||||||||||||||
Net Asset Value, End of Year |
$ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | $ 1.000 | |||||||||||||||
|
|
|||||||||||||||||||
Total Return |
1.43 | % | 0.42 | % | 0.01 | % | 0.01 | % | 0.00 | %(b) | ||||||||||
Net Assets, End of Year (000s) |
$85 | $44 | $31 | $26 | $18 | |||||||||||||||
Ratios to Average Net Assets |
||||||||||||||||||||
Gross Expense |
0.83 | % | 0.84 | % | 0.90 | % | 0.97 | % | 0.99 | % | ||||||||||
Net Expenses(c) |
0.75 | % | 0.74 | % | 0.42 | % | 0.17 | % | 0.06 | % | ||||||||||
Net Investment Income |
1.40 | % | 0.44 | % | 0.01 | % | 0.01 | % | 0.00 | %(b) |
(a) |
Represents less than $0.001. |
(b) |
Represents less than 0.01%. |
(c) |
The investment manager and other service providers voluntarily waived a portion of their fees. |
(Financial Highlights continued next page)
108 | August 31, 2019 / PROSPECTUS |
For more information about Wilmington Funds
A Statement of Additional Information (SAI) dated August 31, 2019 is incorporated by reference into this prospectus. Additional information about the Funds investments is available in the SAI and in the Annual and Semi-Annual Reports to Shareholders of the Funds as they become available. The Annual Report to Shareholders provides a discussion of market conditions and investment strategies that significantly affected each Funds performance during its last fiscal year.
To obtain a free copy of the SAI, the Annual and Semi-Annual Reports to Shareholders when available, and to make inquiries or request other information without charge, call 1-800-836-2211 or visit the Funds website at www.wilmingtonfunds.com.
Securities and Exchange Commission (SEC)
You can also obtain the SAI or the Annual and Semi-Annual Reports to Shareholders, as well as other information about the Wilmington Funds, from the EDGAR database on the SECs website (http://www.sec.gov). You may request documents from the SEC, upon payment of a duplicating fee, by sending an electronic request to publicinfo@sec.gov.
Automated price, yield, and performance information is available 24 hours a day, 7 days a week by calling 1-800-836-2211.
Investment Company Act File No. 811-05514
Wilmington Funds | 1-800-836-2211 | www.wilmingtonfunds.com
WT-PRO-002-0819
STATEMENT OF ADDITIONAL INFORMATION
CLASS A SHARES, CLASS I SHARES, ADMINISTRATIVE CLASS SHARES,
SELECT CLASS SHARES, SERVICE CLASS SHARES AND INSTITUTIONAL CLASS SHARES
WILMINGTON FUNDS
Statement of Additional Information
August 31, 2019
WILMINGTON FUNDS
Equity Funds
Wilmington Large-Cap Strategy Fund
Class I (WMLIX)
Wilmington International Fund
Class A (WINAX) / Class I (WINIX)
Alternatives Fund
Wilmington Global Alpha Equities Fund
Class A (WRAAX) / Class I (WRAIX)
Asset Allocation Funds
Wilmington Real Asset Fund
Class A (WMMRX) / Class I (WMRIX)
Wilmington Diversified Income Fund
Class A (WDIAX) / Class I (WDIIX)
Fixed Income Funds
Wilmington Intermediate-Term Bond Fund
Class A (WIBAX) / Class I (WIBIX)
Wilmington Broad Market Bond Fund
Class A (WABMX) / Class I (WIBMX)
Wilmington Short-Term Bond Fund
Class A (WSBAX) / Class I (WISBX)
Wilmington Municipal Bond Fund
Class A (WTABX) / Class I (WTAIX)
Wilmington New York Municipal Bond Fund
Class A (WNYAX) / Class I (WNYIX)
Money Market Funds
Wilmington U.S. Government Money Market Fund
Service Class (WGSXX) / Administrative Class (WAGXX)
Select Class (WGEXX) / Institutional Class (WGOXX)
Wilmington U.S. Treasury Money Market Fund
Service Class (WTSXX) / Administrative Class (WTAXX)
Select Class (WTEXX)
This Statement of Additional Information (SAI) is not a prospectus. Read this SAI in conjunction with the prospectuses for the Funds dated August 31, 2019.
This SAI incorporates by reference the Wilmington Funds annual reports for the year ended April 30, 2019 for each of the Funds contained in this SAI. A copy of the prospectuses or annual reports may be obtained without charge by calling (800) 836-2211 or by visiting www.wilmingtonfunds.com.
CONTENTS | ||||
3 | ||||
4 | ||||
26 | ||||
33 | ||||
37 | ||||
38 | ||||
38 | ||||
41 | ||||
41 | ||||
42 | ||||
42 | ||||
51 | ||||
67 | ||||
109 | ||||
112 | ||||
113 | ||||
118 | ||||
121 |
28527 (8/19) |
WILMINGTON-SAI-005-0819 |
2
The Wilmington Funds (Trust), a Delaware statutory trust, offers separate series of shares representing interests in separate portfolios of securities (Funds). Each Fund covered by this SAI is a diversified portfolio of the Trust, except for the New York Municipal Bond Fund, which is a non-diversified portfolio of the Trust. On August 11, 2000, the Trust was organized to acquire all of the assets and liabilities of the VISION Group of Funds, Inc., a Maryland corporation that was originally incorporated under the laws of the State of Maryland on February 23, 1988, and registered as an open-end management investment company. The name of the Trust was changed to MTB Group of Funds (MTB Funds) on August 15, 2003. Through an internal reorganization on August 15, 2003 the Funds investment advisor changed from M&T Asset Management, a department of Manufacturers and Traders Trust Company (M&T Bank) to MTB Investment Advisors, Inc. (MTBIA), a subsidiary of M&T Bank. On May 16, 2011, M&T Bank, M&T Bank Corporation and MTB One, Inc., a wholly-owned subsidiary of M&T Bank, acquired Wilmington Trust Corporation (Wilmington Trust). Wilmington Trust was the parent company of Rodney Square Management Corporation (RSMC) and Wilmington Trust Investment Management, LLC (WTIM), the investment advisor and sub-advisor, respectively, of the funds within the WT Mutual Fund (WT Trust). In connection with M&T Banks acquisition of Wilmington Trust, at the close of business on March 9, 2012, the series of WT Trust were reorganized into series of MTB Funds. The Trust was renamed the Wilmington Funds. RSMC was renamed Wilmington Funds Management Corporation (WFMC or Advisor) and was appointed as the investment advisor of the Wilmington Funds. MTBIA was renamed Wilmington Trust Investment Advisors, Inc. (WTIA) and was appointed as sub-advisor of the Wilmington Funds for those assets of the Funds allocated to WTIA. The Trust may offer separate series of shares representing interests in separate portfolios of securities.
3
SECURITIES IN WHICH THE FUNDS INVEST
SECURITIES DESCRIPTIONS AND TECHNIQUES
Following are descriptions of securities and techniques that each Fund may or may not pursue.
EQUITY SECURITIES
Equity securities represent a share of an issuers earnings and assets, after the issuer pays its liabilities. A Fund cannot predict the income it will receive from equity securities because issuers generally have discretion as to the payment of any dividends or distributions. However, equity securities offer greater potential for appreciation than many other types of securities, because their value increases directly with the value of the issuers business.
The following describes the types of equity securities in which a Fund may invest.
Common Stocks
Common stocks are the most prevalent type of equity security. Common stocks receive the issuers earnings after the issuer pays its creditors and any preferred stockholders. As a result, changes in an issuers earnings directly influence the value of its common stock.
Preferred Stocks
Preferred stocks have the right to receive specified dividends or distributions before the issuer makes payments on its common stock. Some preferred stocks also participate in dividends and distributions paid on common stock. Preferred stocks may also permit the issuer to redeem the stock. A Fund may also treat such redeemable preferred stock as a fixed income security.
4
Interests in Other Limited Liability Companies
Entities such as limited partnerships, limited liability companies, business trusts and companies organized outside the United States may issue securities comparable to common or preferred stocks.
Warrants
Warrants give a Fund the option to buy the issuers equity securities at a specified price (the exercise price) at a specified future date (the expiration date). The Fund may buy the designated securities by paying the exercise price before the expiration date. Warrants may become worthless if the price of the stock does not rise above the exercise price by the expiration date. This increases the market risks of warrants as compared to the underlying security. Rights are the same as warrants, except companies typically issue rights to existing stockholders.
FIXED INCOME SECURITIES
Fixed income securities pay interest, dividends or distributions at a specified rate. The rate may be a fixed percentage of the principal or adjusted periodically. In addition, the issuer of a fixed income security must repay the principal amount of the security, normally within a specified time. Fixed income securities provide more regular income than equity securities. However, the returns on fixed income securities are limited and normally do not increase with the issuers earnings. This limits the potential appreciation of fixed income securities as compared to equity securities.
A securitys yield measures the annual income earned on a security as a percentage of its price. A securitys yield will increase or decrease depending upon whether it costs less (a discount) or more (a premium) than the principal amount. If the issuer may redeem the security before its scheduled maturity, the price and yield on a discount or premium security may change based upon the probability of an early redemption. Securities with higher risks generally have higher yields.
The following describes the types of fixed income securities in which a Fund may invest.
Treasury Securities
Treasury securities are direct obligations of the federal government of the United States. Treasury securities are generally regarded as having the lowest credit risks.
Agency Securities
Agency securities are issued or guaranteed by a federal agency or other government sponsored entity (GSE) acting under federal authority. Some GSE securities are supported by the full faith and credit of the United States. These include the Government National Mortgage Association (Ginnie Mae), Small Business Administration, Farm Credit System Financial Assistance Corporation, Farmers Home Administration, Federal Financing Bank, General Services Administration, Department of Housing and Urban Development, Export-Import Bank, Overseas Private Investment Corporation, and Washington Metropolitan Area Transit Authority Bonds.
Other GSE securities receive support through federal subsidies, loans or other benefits. For example, the U.S. Treasury is authorized to purchase specified amounts of securities issued by (or otherwise make funds available to) the Federal Home Loan Bank System, Federal Home Loan Mortgage Corporation, Federal National Mortgage Association (Fannie Mae), Student Loan Marketing Association, and Tennessee Valley Authority in support of such obligations.
A few GSE securities have no explicit financial support, but are regarded as having implied support because the federal government sponsors their activities. These include the Farm Credit System, Financing Corporation, and Resolution Trust Corporation.
Investors regard agency securities as having low credit risks, but not as low as Treasury securities.
A Fund treats mortgage-backed securities guaranteed by a GSE as if issued or guaranteed by a federal agency. Although such a guarantee protects against credit risks, it does not reduce market and prepayment risks.
Inflation-Indexed Bonds
Inflation-indexed bonds are fixed income securities that are structured to provide protection against inflation. The value of the bonds principal or the interest income paid on the bond is adjusted to track changes in an official inflation measure. The U.S.
5
Treasury uses the Consumer Price Index for Urban Consumers (CPI-U) as the inflation measure. The CPI-U is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy. Inflation-indexed bonds that are issued by a foreign government are generally adjusted to reflect a comparable inflation index that is calculated by that foreign government. There can be no assurance that the CPI-U or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States.
If the periodic adjustment rate measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds, even during a period of deflation. The current market value of the bonds, however, is not guaranteed and will fluctuate. A Fund may also invest in other inflation related bonds that may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.
Corporate Debt Securities
Corporate debt securities are fixed income securities issued by businesses. Notes, bonds, debentures and commercial paper are the most prevalent types of corporate debt securities. A Fund may also purchase interests in bank loans to companies. The credit risks of corporate debt securities vary widely among issuers.
In addition, the credit risk of an issuers debt security may vary based on its priority for repayment. For example, higher ranking (senior) debt securities have a higher priority than lower ranking (subordinated) securities. This means that the issuer might not make payments on subordinated securities while continuing to make payments on senior securities. In addition, in the event of bankruptcy, holders of senior securities may receive amounts otherwise payable to the holders of subordinated securities. Some subordinated securities, such as trust preferred and capital securities notes, also permit the issuer to defer payments under certain circumstances. For example, insurance companies issue securities known as surplus notes that permit the insurance company to defer any payment that would reduce its capital below regulatory requirements.
Commercial Paper
Commercial paper is an issuers obligation with a maturity of less than nine months. Companies typically issue commercial paper to pay for current expenditures. Most issuers constantly reissue their commercial paper and use the proceeds (or bank loans) to repay maturing paper. If the issuer cannot continue to obtain liquidity in this fashion, its commercial paper may default. The short maturity of commercial paper reduces both the market and credit risks as compared to other debt securities of the same issuer.
Demand Instruments
Demand instruments are corporate debt securities that the issuer must repay upon demand. Other demand instruments require a third party, such as a dealer or bank, to repurchase the security for its face value upon demand. A Fund treats demand instruments as short-term securities, even though their stated maturity may extend beyond one year.
Taxable Municipal Securities
Municipal securities are issued by states, counties, cities and other political subdivisions and authorities. Although many municipal securities are exempt from federal income tax, a Fund may invest in taxable municipal securities.
Mortgage Backed Securities
Mortgage backed securities represent interests in pools of mortgages. The mortgages that comprise a pool normally have similar interest rates, maturities and other terms. Mortgages may have fixed or adjustable interest rates. Interests in pools of adjustable rate mortgages are known as ARMs.
Mortgage backed securities come in a variety of forms. Many have extremely complicated terms. The simplest form of mortgage backed securities is a pass-through certificate. An issuer of pass-through certificates gathers monthly payments from an underlying pool of mortgages. Then, the issuer deducts its fees and expenses and passes the balance of the payments onto the certificate holders once a month. Holders of pass-through certificates receive a pro rata share of all payments and pre-payments from the underlying mortgages. As a result, the holders assume all the prepayment risks of the underlying mortgages.
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Collateralized Mortgage Obligations (CMOs)
CMOs, including interests in real estate mortgage investment conduits (REMICs), allocate payments and prepayments from an underlying pass-through certificate among holders of different classes of mortgage backed securities. This creates different prepayment and interest rate risks for each CMO class.
Sequential CMOs
In a sequential pay CMO, one class of CMOs receives all principal payments and prepayments. The next class of CMOs receives all principal payments after the first class is paid off. This process repeats for each sequential class of CMO. As a result, each class of sequential pay CMOs reduces the prepayment risks of subsequent classes.
PACs, TACs and Companion Classes
More sophisticated CMOs include planned amortization classes (PACs) and targeted amortization classes (TACs). PACs and TACs are issued with companion classes. PACs and TACs receive principal payments and prepayments at a specified rate. The companion classes receive principal payments and prepayments in excess of the specified rate. In addition, PACs will receive the companion classes share of principal payments, if necessary, to cover a shortfall in the prepayment rate. This helps PACs and TACs to control prepayment risks by increasing the risks to their companion classes.
IOs and POs
CMOs may allocate interest payments to one class (Interest Only or IOs) and principal payments to another class (Principal Only or POs). POs increase in value when prepayment rates increase. In contrast, IOs decrease in value when prepayments increase, because the underlying mortgages generate less interest payments. However, IOs tend to increase in value when interest rates rise (and prepayments decrease), making IOs a useful hedge against interest rate risks.
Floaters and Inverse Floaters
Another variant allocates interest payments between two classes of CMOs. One class (Floaters) receives a share of interest payments based upon a market index such as LIBOR. The other class (Inverse Floaters) receives any remaining interest payments from the underlying mortgages. Floater classes receive more interest (and Inverse Floater classes receive correspondingly less interest) as interest rates rise. This shifts prepayment and interest rate risks from the Floater to the Inverse Floater class, reducing the price volatility of the Floater class and increasing the price volatility of the Inverse Floater class.
Z Classes and Residual Classes
CMOs must allocate all payments received from the underlying mortgages to some class. To capture any unallocated payments, CMOs generally have an accrual (Z) class. Z classes do not receive any payments from the underlying mortgages until all other CMO classes have been paid off. Once this happens, holders of Z class CMOs receive all payments and prepayments. Similarly, REMICs have residual interests that receive any mortgage payments not allocated to another REMIC class.
The degree of increased or decreased prepayment risks depends upon the structure of the CMOs. However, the actual returns on any type of mortgage backed security depend upon the performance of the underlying pool of mortgages, which no one can predict and will vary among pools.
Asset Backed Securities
Asset backed securities are payable from pools of obligations other than mortgages. Most asset backed securities involve consumer or commercial debts with maturities of less than ten years. However, almost any type of fixed income assets (including other fixed income securities) may be used to create an asset backed security. Asset backed securities may take the form of commercial paper, notes, or pass through certificates. Asset backed securities have prepayment risks. Like CMOs, asset backed securities may be structured like Floaters, Inverse Floaters, IOs and POs.
Zero Coupon Securities
Zero coupon securities do not pay interest or principal until final maturity unlike debt securities that provide periodic payments of interest (referred to as a coupon payment). Investors buy zero coupon securities at a price below the amount payable at maturity. The
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difference between the purchase price and the amount paid at maturity represents interest on the zero coupon security. Investors must wait until maturity to receive interest and principal, which increases the market and credit risks of a zero coupon security.
There are many forms of zero coupon securities. Some are issued at a discount and are referred to as zero coupon or capital appreciation bonds. Others are created from interest bearing bonds by separating the right to receive the bonds coupon payments from the right to receive the bonds principal due at maturity, a process known as coupon stripping. Treasury STRIPs, IOs and POs are the most common forms of stripped zero coupon securities. In addition, some securities give the issuer the option to deliver additional securities in place of cash interest payments, thereby increasing the amount payable at maturity. These are referred to as pay-in-kind or PIK securities.
Bank Instruments
Bank instruments are unsecured interest bearing deposits with banks. Bank instruments include bank accounts, time deposits, certificates of deposit and bankers acceptances. Yankee instruments are denominated in U.S. dollars and issued by U.S. branches of foreign banks. Eurodollar instruments are denominated in U.S. dollars and issued by non-U.S. branches of U.S. or foreign banks.
Credit Enhancement
Common types of credit enhancement include guarantees, letters of credit, bond insurance and surety bonds. Credit enhancement also includes arrangements where securities or other liquid assets secure payment of a fixed income security. If a default occurs, these assets may be sold and the proceeds paid to securitys holders. Either form of credit enhancement reduces credit risks by providing another source of payment for a fixed income security.
Convertible Securities
Convertible securities are fixed income securities that a Fund has the option to exchange for equity securities at a specified conversion price. The option allows the Fund to realize additional returns if the market price of the equity securities exceeds the conversion price. For example, the Fund may hold fixed income securities that are convertible into shares of common stock at a conversion price of $10 per share. If the market value of the shares of common stock reached $12, the Fund could realize an additional $2 per share by converting its fixed income securities.
Convertible securities have lower yields than comparable fixed income securities. In addition, at the time a convertible security is issued the conversion price exceeds the market value of the underlying equity securities. Thus, convertible securities may provide lower returns than non-convertible fixed income securities or equity securities depending upon changes in the price of the underlying equity securities. Convertible securities are also subject to risks that affect debt securities in general, and may be subordinate to other types of debt securities from the same issuer.
However, convertible securities permit a Fund to realize some of the potential appreciation of the underlying equity securities with less risk of losing its initial investment. The Equity Funds may invest in commercial paper rated below investment grade. See Risks Associated with Non-investment Grade Securities herein.
The Funds treat convertible securities as both fixed income and equity securities for purposes of their investment policies and limitations, because of their unique characteristics.
Exchange-Traded Notes
An exchange-traded note (ETN) is a senior, unsecured, unsubordinated debt security, registered under the Securities Act of 1933 and issued by a large financial institution. Repayment of the note is dependent on the continued creditworthiness of the issuer. An ETN is structured to provide exposure to the returns of a particular market or investment strategy. Its return is based on the performance of an underlying index, which may be well-known or may be designed by the issuer specifically for the purpose of constructing and issuing the ETN. The value of an ETN changes daily based on the performance of the related index, and the issuer calculates and disseminates that value to the market each day. An ETN does not pay interest or dividends. An investor may sell its ETN in the market, seek to redeem the note, or receive a payment at maturity.
Guaranteed Investment Contracts
The Fixed Income Funds and the Global Alpha Equities Fund may invest in guaranteed investment contracts (GIC). A GIC is a general obligation of an insurance company. A GIC is generally structured as a deferred annuity under which the purchaser agrees to
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pay a given amount of money to an insurer (either in a lump sum or in installments) and the insurer promises to pay interest at a guaranteed rate (either fixed or variable) for the life of the contract. Some GICs provide that the insurer may periodically pay discretionary excess interest over and above the guaranteed rate. At the GICs maturity, the purchaser generally is given the option of receiving payment or an annuity. Certain GICs may have features that permit redemption by the issuer at a discount from par value.
Generally, GICs are not assignable or transferable without the permission of the issuer. As a result, the acquisition of GICs is subject to the limitations applicable to each Funds acquisition of illiquid and restricted securities. The holder of a GIC is dependent on the creditworthiness of the issuer as to whether the issuer is able to meet its obligations. No Fund intends to invest more than 5% of its net assets in GICs.
Tax Exempt Securities
Tax exempt securities are fixed income securities that pay interest that is not subject to regular federal income taxes. Typically, states, counties, cities and other political subdivisions and authorities issue tax exempt securities. The market categorizes tax exempt securities by their source of repayment.
General Obligation Bonds
General obligation bonds are supported by the issuers power to exact property or other taxes. The issuer must impose and collect taxes sufficient to pay principal and interest on the bonds. However, the issuers authority to impose additional taxes may be limited by its charter or state law.
Special Revenue Bonds
Special revenue bonds are payable solely from specific revenues received by the issuer such as specific taxes, assessments, tolls, or fees. Bondholders may not collect from the municipalitys general taxes or revenues. For example, a municipality may issue bonds to build a toll road, and pledge the tolls to repay the bonds. Therefore, a shortfall in the tolls normally would result in a default on the bonds.
Private Activity Bonds
Private activity bonds are special revenue bonds used to finance private entities. For example, a municipality may issue bonds to finance a new factory to improve its local economy. The municipality would lend the proceeds from its bonds to the company using the factory, and the company would agree to make loan payments sufficient to repay the bonds. The bonds would be payable solely from the companys loan payments, not from any other revenues of the municipality. Therefore, any default on the loan normally would result in a default on the bonds.
The interest on many types of private activity bonds is subject to the federal alternative minimum tax (AMT). A Fund may invest in bonds subject to AMT.
Tax Increment Financing Bonds
Tax increment financing (TIF) bonds are payable from increases in taxes or other revenues attributable to projects financed by the bonds. For example, a municipality may issue TIF bonds to redevelop a commercial area. The TIF bonds would be payable solely from any increase in sales taxes collected from merchants in the area. The bonds could default if merchants sales, and related tax collections, failed to increase as anticipated.
Variable Rate Demand Instruments
Variable rate demand instruments are tax exempt securities that require the issuer or a third party, such as a dealer or bank, to repurchase the security for its face value upon demand. The securities also pay interest at a variable rate intended to cause the securities to trade at their face value. A Fund treats variable rate demand instruments as short-term securities even though their maturity may extend beyond 397 days because, within 397 days, their variable interest rate adjusts in response to changes in market rates and the repayment of their principal amount can be demanded.
Municipal Securities
Municipal Securities are issued by states, counties, cities and other political subdivisions and authorities. Although many municipal securities are exempt from federal income tax, the Funds may invest in taxable municipal securities.
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Municipal Notes
Municipal notes are short-term tax exempt securities. Many municipalities issue such notes to fund their current operations before collecting taxes or other municipal revenues. Municipalities may also issue notes to fund capital projects prior to issuing long-term bonds. The issuers typically repay the notes at the end of their fiscal year, either with taxes, other revenues or proceeds from newly issued notes or bonds.
Municipal Leases
Municipalities may enter into leases for equipment or facilities. In order to comply with state public financing laws, these leases are typically subject to annual appropriation. In other words, a municipality may end a lease, without penalty, by not providing for the lease payments in its annual budget. After the lease ends, the lessor can resell the equipment or facility but may lose money on the sale.
A Fund may invest in securities supported by pools of municipal leases. The most common type of lease backed securities is a certificate of participation (COPs). However, a Fund may also invest directly in individual leases.
Foreign Securities
Foreign securities are securities of issuers based outside the United States. The Funds consider an issuer to be based outside the United States if:
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it is organized under the laws of, or has a principal office located in, another country; |
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the principal trading market for its securities is in another country; or |
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it (or its subsidiaries) derived in its most current fiscal year at least 50% of its total assets, capitalization, gross revenue or profit from goods produced, services performed, or sales made in another country. |
Foreign securities are primarily denominated in foreign currencies. Along with the risks normally associated with domestic securities of the same type, foreign securities are subject to currency risks and risks of foreign investing. Trading in certain foreign markets is also subject to liquidity risks. Investments in foreign securities may, for some Funds, include securities from emerging markets.
Depositary Receipts
Depositary receipts represent interests in underlying securities issued by a foreign company. Depositary receipts are not traded in the same market as the underlying security. The foreign securities underlying American Depositary Receipts (ADRs) are traded in the United States. ADRs provide a way to buy shares of foreign-based companies in the United States rather than in overseas markets. ADRs are also traded in U.S. dollars, eliminating the need for foreign exchange transactions.
Foreign Exchange Contracts
In order to convert U.S. dollars into the currency needed to buy a foreign security, or to convert foreign currency received from the sale of a foreign security into U.S. dollars, a Fund may enter into spot currency trades. In a spot trade, the Fund agrees to exchange one currency for another at the current exchange rate, with settlement typically in two days. The Fund may also enter into derivative contracts in which a foreign currency is an underlying asset as part of the funds investment strategy. The exchange rate for currency derivative contracts may be higher or lower than the spot exchange rate. Use of these derivative contracts may increase or decrease the Funds exposure to currency risks.
Foreign Government Securities
Foreign government securities generally consist of fixed income securities supported by national, state or provincial governments or similar political subdivisions. Foreign government securities also include debt obligations of supranational entities, such as international organizations designed or supported by governmental entities to promote economic reconstruction or development, international banking institutions and related government agencies. Examples of these include, but are not limited to, the International Bank for Reconstruction and Development (World Bank), the Asian Development Bank, the European Investment Bank and the Inter-American Development Bank.
Foreign government securities also include fixed income securities of quasi-governmental agencies that are either issued by entities owned by a national, state or equivalent government or are obligations of a political unit that are not backed by the national
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governments full faith and credit. Further, foreign government securities include mortgage-related securities issued or guaranteed by national, state or provincial governmental instrumentalities, including quasi-governmental agencies.
Foreign Currency and Related Transactions
The Equity Funds, Global Alpha Equities Fund and Real Asset Fund may purchase and sell foreign currency options and foreign currency futures contracts and related options, and may engage in foreign currency transactions either on a spot (cash) basis at the rate prevailing in the currency exchange market at the time or through forward currency contracts (forwards) with terms generally of less than one year. A Fund may engage in these transactions in order to protect against uncertainty in the level of future foreign exchange rates in the purchase and sale of securities. A Fund may also use foreign currency options, foreign currency futures contracts and foreign currency forward contracts to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another.
A Fund may enter into forwards that do not provide for physical settlement of the two currencies but instead are settled by a single cash payment calculated as the difference between the agreed upon exchange rate and the spot rate at settlement based upon an agreed upon notional amount (non-deliverable forwards). Under definitions adopted by the Commodity Futures Trading Commission (CFTC) and the U.S. Securities and Exchange Commission (SEC), non-deliverable forwards are considered swaps. Although non-deliverable forwards have historically been traded in the over-the-counter (OTC) market, as swaps they may in the future be required to be centrally cleared and traded on public facilities. Please see the discussion related to Swap Agreements and Options on Swap Agreements.
DERIVATIVE CONTRACTS
The Equity Funds, Global Alpha Equities Fund and Real Asset Fund may invest in a variety of derivative investments, to the extent permitted by their investment goals and policies, to seek income for hedging purposes, to seek to replicate the composition and performance of a particular index, to seek exposure to a particular asset class, for liquidity purposes or as part of their overall investment strategies. Some derivative investments a Fund may use are described below in this SAI. Segregated accounts will be maintained for all derivative transactions, to the extent required by the Investment Company Act of 1940, as amended (1940 Act). The Funds may purchase and sell (write) both put options and call options on securities, swap agreements, securities indexes, commodity indexes and foreign currencies, and enter into interest rate, foreign currency, index and commodity futures contracts and purchase and sell options on such futures contracts (futures options). The Funds also may purchase and sell foreign currency options for purposes of increasing exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another. The Funds also may enter into swap agreements with respect to interest rates, credit, inflation, commodities, and indexes of securities or commodities, and to the extent they may invest in foreign currency-denominated securities, may enter into swap agreements with respect to foreign currencies. See Swap Agreements and Options on Swap Agreements.
The Funds may invest in structured notes and indexed securities. Structured notes are derivative debt securities, the interest rate or principal of which is determined by an unrelated indicator. Indexed securities include structured notes as well as securities other than debt securities, the interest rate or principal of which is determined by an unrelated indicator. Indexed securities may include a multiplier that multiplies the indexed element by a specified factor and, therefore, the value of such securities may be very volatile. The terms of the structured and indexed securities may provide that in certain circumstances no principal is due at maturity and therefore, may result in a loss of invested capital. Structured and indexed securities may be positively or negatively indexed, so that appreciation of the reference index may produce an increase or a decrease in the interest rate or the value of the structured or indexed security at maturity may be calculated as a specified multiple of the change in the value of the reference; therefore, the value of such security may be very volatile. Structured and indexed securities may entail a greater degree of market risk than other types of debt securities because the investor bears the risk of the reference. Structured or indexed securities may also be more volatile, less liquid and more difficult to accurately price than less complex securities or more traditional debt securities.
Other derivative investments the Fund may use include debt exchangeable for common stock of an issuer or equity-linked debt securities of an issuer. At maturity, the debt security is exchanged for common stock of the issuer or it is payable in an amount based on the price of the issuers common stock at the time of maturity. Both alternatives present a risk that the amount payable at maturity will be less than the principal amount of the debt because the price of the issuers common stock might not be as high as the investment advisor expected. If other types of financial instruments, including other types of options, futures contracts, or futures options are traded in the future, a Fund may also use those instruments, provided that such instruments are consistent with a Funds investment goal.
The value of some derivative instruments in which a Fund invests may be particularly sensitive to changes in prevailing interest rates, and, like the other investments of a Fund, the ability of a Fund to successfully utilize these instruments may depend in part upon the ability of the investment advisor to forecast interest rates and economic factors correctly. If the investment advisor incorrectly
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forecasts such factors and has taken positions in derivative instruments contrary to prevailing market trends, a Fund could be exposed to the risk of loss.
A Fund might not employ any of the derivative instruments or related strategies discussed, and no assurance can be given that any derivative instrument will perform as expected or that a strategy used will succeed. If the investment advisor incorrectly forecasts interest rates, market values or other economic factors in using a derivatives strategy for a Fund, the Fund might have been in a better position if it had not entered into the transaction at all. Also, suitable derivative transactions may not be available in all circumstances. The use of these strategies involves certain special risks, including a possible imperfect correlation, or even no correlation, between price movements of derivative instruments and price movements of related investments. While some strategies involving derivative instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in related investments or otherwise, due to the possible inability of a Fund to purchase or sell a portfolio security at a time that otherwise would be favorable or the possible need to sell a portfolio security at a disadvantageous time because the Fund is required to maintain asset coverage or offsetting positions in connection with transactions in derivative instruments, and the possible inability of a Fund to close out or to liquidate its derivatives positions. In addition, a Funds use of such instruments may cause the Fund to realize higher amounts of short-term capital gains (generally taxed at ordinary income tax rates) than if it had not used such instruments. For Funds that gain exposure to an asset class using derivative instruments backed by a collateral portfolio of fixed income instruments, changes in the value of the fixed income instruments may result in greater or lesser exposure to that asset class than would have resulted from a direct investment in securities comprising that asset class.
The use of derivatives contracts is subject to applicable regulations of the SEC, the several options and futures exchanges upon which they may be traded, and the CFTC. The Funds are operated by a person who has claimed an exclusion from the definition of the term commodity pool operator under the Commodity Exchange Act (CEA) and, therefore, are not subject to registration or regulation as a commodity pool operator under the CEA. On February 9, 2012, the CFTC adopted certain regulatory changes that would subject a registered investment company and its investment advisor to regulation by the CFTC if the registered investment company invests more than a prescribed level of its assets in futures and certain other instruments (such as commodity options and swaps, which in turn include non-deliverable currency forwards), or if the registered investment company markets itself as providing investment exposure to such instruments. A Fund that invests in these instruments may become subject to the CFTC regulatory requirements, and the disclosure and operations of such Fund would need to comply with applicable CFTC regulations. Compliance with these additional regulatory requirements would likely increase Fund expenses. Alternatively, a Fund may need to abandon or otherwise limit its investments in derivatives, which could deprive the Fund of the investment benefits that use of derivatives may provide. Other potentially adverse regulatory initiatives could also develop.
The Funds intend to qualify annually to be treated as regulated investment companies (RICs) under the Internal Revenue Code of 1986, as amended, (Code). To qualify as RICs, the Funds must invest in assets which produce types of income specified in the Code (Qualifying Income). Whether the income from derivatives, swaps, commodity-linked derivatives and other commodity/natural resource-related securities is Qualifying Income is unclear under current law. Accordingly, a Funds ability to invest in certain derivatives, swaps, commodity-linked derivatives and other commodity/natural resource-related securities may be restricted. Further, if a Fund does invest in these types of securities and the income is not determined to be Qualifying Income, it may cause such Fund to fail to qualify as a RIC under the Code. See Taxation of the Fund for additional information related to these restrictions.
Futures and Options on Futures
Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a specific security at a specified future time and at a specified price. An option on a futures contract gives the purchaser the right, in exchange for a premium, to assume a position in a futures contract at a specified exercise price during the term of the option. The Global Alpha Equities Fund will reduce the risk that it will be unable to close out a futures contract by only entering into futures contracts that are traded on a national futures exchange regulated by the CFTC. To the extent the Global Alpha Equities Fund uses futures and/or options on futures, it will do so in accordance with Rule 4.5 under the CEA.
A Fund may buy and sell index futures contracts with respect to any index that is traded on a recognized exchange or board of trade. An index futures contract is a bilateral agreement pursuant to which two parties agree to take or make delivery of an amount of cash equal to a specified dollar amount times the difference between the index value at the close of trading of the contract and the price at which the futures contract is originally struck. No physical delivery of the securities comprising the index is made. Instead, settlement in cash must occur upon the termination of the contract, with the settlement being the difference between the contract price, and the actual level of the stock index at the expiration of the contract. Generally, contracts are closed out prior to the expiration date of the contract. The Fund may also invest in futures contracts on debt securities (Debt Futures) or options on Debt Futures.
When a Fund purchases or sells a futures contract, or sells an option thereon, the Fund is required to cover its position in order to limit the risk associated with the use of leverage and other related risks. To cover its position, the Fund may maintain with its
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custodian bank (and marked-to-market on a daily basis), a segregated account consisting of cash or liquid securities that, when added to any amounts deposited with a futures commission merchant as margin, are equal to the market value of the futures contract or otherwise cover its position in a manner consistent with the 1940 Act or the rules and SEC interpretations thereunder. If the Fund continues to engage in the described securities trading practices and properly segregates assets, the segregated account will function as a practical limit on the amount of leverage which the Fund may undertake and on the potential increase in the speculative character of the Funds outstanding portfolio securities. Additionally, such segregated accounts will generally assure the availability of adequate funds to meet the obligations of the Fund arising from such investment activities.
A Fund may also cover its long position in a futures contract by purchasing a put option on the same futures contract with a strike price (i.e., an exercise price) as high as or higher than the price of the futures contract. In the alternative, if the strike price of the put is less than the price of the futures contract, the Fund will maintain, in a segregated account, cash or liquid securities equal in value to the difference between the strike price of the put and the price of the futures contract. The Fund may also cover its long position in a futures contract by taking a short position in the instruments underlying the futures contract (or, in the case of an index futures contract, a portfolio with a volatility substantially similar to that of the index on which the futures contract is based), or by taking positions in instruments with prices which are expected to move relatively consistently with the futures contract. The Fund may cover its short position in a futures contract by taking a long position in the instruments underlying the futures contract, or by taking positions in instruments with prices which are expected to move relatively consistently with the futures contract.
A Fund may cover its sale of a call option on a futures contract by taking a long position in the underlying futures contract at a price less than or equal to the strike price of the call option. In the alternative, if the long position in the underlying futures contract is established at a price greater than the strike price of the written (sold) call, the Fund will maintain in a segregated account cash or liquid securities equal in value to the difference between the strike price of the call and the price of the futures contract. The Fund may also cover its sale of a call option by taking positions in instruments with prices which are expected to move relatively consistently with the call option.
A Fund may cover its sale of a put option on a futures contract by taking a short position in the underlying futures contract at a price greater than or equal to the strike price of the put option, or, if the short position in the underlying futures contract is established at a price less than the strike price of the written put, the Fund will maintain in a segregated account cash or liquid securities equal in value to the difference between the strike price of the put and the price of the futures contract. The Fund may also cover its sale of a put option by taking positions in instruments with prices that are expected to move relatively consistently with the put option.
There are significant risks associated with a Funds use of futures contracts and related options, including the following: (1) the success of a hedging strategy may depend on the investment advisors or a sub-advisors ability to predict movements in the prices of individual securities, fluctuations in markets and movements in interest rates; (2) there may be an imperfect or no correlation between the changes in market value of the securities held by the Fund and the prices of futures and options on futures; (3) there may not be a liquid secondary market for a futures contract or option; (4) trading restrictions or limitations may be imposed by an exchange; (5) government regulations may restrict trading in futures contracts and options on futures; and (6) there is a risk of loss by the Fund of the margin deposits in the event of bankruptcy of the futures commission merchant with which the Fund has an open position in a futures contract. In addition, some strategies reduce the Funds exposure to price fluctuations, while others tend to increase its market exposure.
Equity-Linked Securities
The Real Asset Fund and Global Alpha Equities Fund may invest in equity-linked securities. Equity-linked securities are privately issued securities whose investment results are designed to correspond generally to the performance of a specified stock index or basket of stocks, or sometimes a single stock. To the extent that a Fund invests in an equity-linked security whose return corresponds to the performance of a foreign securities index or one or more foreign stocks, investing in equity-linked securities will involve risks similar to the risks of investing in foreign equity securities. See Foreign Securities below. In addition, a Fund bears the risk that the issuer of an equity-linked security may default on its obligations under the security. Equity-linked securities are often used for many of the same purposes as, and share many of the same risks with, derivative instruments such as index futures on stock indexes, zero-strike options and warrants and swap agreements. See Derivatives above. Equity-linked securities may be considered illiquid and thus subject to a Funds restriction on investments in illiquid securities.
Event-Linked Exposure
The Real Asset Fund may obtain event-linked exposure by investing in event-linked bonds or event-linked swaps, or implement event-linked strategies. Event-linked exposure results in gains that typically are contingent on the non-occurrence of a specific trigger event, such as a hurricane, earthquake, or other physical or weather-related phenomena. Some event-linked bonds are commonly referred to as catastrophe bonds. They may be issued by government agencies, insurance companies, reinsurers,
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special purpose corporations or other on-shore or off-shore entities (such special purpose entities are created to accomplish a narrow and well-defined objective, such as the issuance of a note in connection with a reinsurance transaction). If a trigger event causes losses exceeding a specific amount in the geographic region and time period specified in a bond, a Fund, when investing in the bond, may lose a portion or all of its principal invested in the bond. If no trigger event occurs, a Fund will recover its principal plus interest. For some event-linked bonds, the trigger event or losses may be based on company-wide losses, index-portfolio losses, industry indices, or readings of scientific instruments rather than specified actual losses. Often the event-linked bonds provide for extensions of maturity that are mandatory, or optional at the discretion of the issuer, in order to process and audit loss claims in those cases where a trigger event has, or possibly has, occurred. An extension of maturity may increase volatility. In addition to the specified trigger events, event-linked bonds may also expose a Fund to certain unanticipated risks including but not limited to issuer risk, credit risk, counterparty risk, adverse regulatory or jurisdictional interpretations, and adverse tax consequences. See Taxation of the Funds for more information regarding the tax risks related to a Funds investment in an event-linked bond.
Event-linked bonds are a relatively new type of financial instrument. As such, there is no significant trading history of these securities, and there can be no assurance that a liquid market in these instruments will develop. See Illiquid Securities below. Lack of a liquid market may impose the risk of higher transaction costs and the possibility that the Fund may be forced to liquidate positions when it would not be advantageous to do so. Event linked bonds are typically rated, and a Fund will only invest in catastrophe bonds that meet the credit quality requirements for a Fund.
Swap Agreements
Generally, swap agreements are contracts between a Fund and another party (the swap counterparty) involving the exchange of payments on specified terms over periods ranging from a few days to multiple years. A swap agreement may be negotiated bilaterally and traded OTC between the two parties (for an uncleared swap) or, in some instances, must be transacted through a futures commission merchant (an FCM) and cleared through a clearinghouse that serves as a central counterparty (for a cleared swap). In a basic swap transaction, the Fund agrees with the swap counterparty to exchange the returns (or differentials in rates of return) and/or cash flows earned or realized on a particular notional amount or value of predetermined underlying reference instruments. The notional amount is the set dollar or other value selected by the parties to use as the basis on which to calculate the obligations that the parties to a swap agreement have agreed to exchange. The parties typically do not actually exchange the notional amount. Instead, they agree to exchange the returns that would be earned or realized if the notional amount were invested in given investments or at given interest rates. Examples of returns that may be exchanged in a swap agreement are those of a particular security, a particular fixed or variable interest rate, a particular non-U.S. currency, or a basket of securities representing a particular index. Swaps can also be based on credit and other events.
A Fund will generally enter into swap agreements on a net basis, which means that the two payment streams that are to be made by the Fund and its counterparty with respect to a particular swap agreement are netted out, with the Fund receiving or paying, as the case may be, only the net difference in the two payments. The Funds obligations (or rights) under a swap agreement that is entered into on a net basis will generally be the net amount to be paid or received under the agreement based on the relative values of the obligations of each party upon termination of the agreement or at set valuation dates. The Fund will accrue its obligations under a swap agreement daily (offset by any amounts the counterparty owes the Fund). If the swap agreement does not provide for that type of netting, the full amount of the Funds obligations will be accrued on a daily basis.
New swaps regulation. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act) and related regulatory developments have imposed comprehensive new regulatory requirements on swaps and swap market participants. The new regulatory framework includes: (1) registration and regulation of swap dealers and major swap participants; (2) requiring central clearing and execution of standardized swaps; (3) imposing margin requirements on swap transactions; (4) regulating and monitoring swap transactions through position limits and large trader reporting requirements; and (5) imposing record keeping and centralized and public reporting requirements, on an anonymous basis, for most swaps. The CFTC is responsible for the regulation of most swaps, and has completed most of its rules implementing the Dodd-Frank Act swap regulations. The SEC has jurisdiction over a small segment of the market referred to as security-based swaps, which includes swaps on single securities or credits, or narrow-based indices of securities or credits, but has not yet completed its rulemaking.
Uncleared swaps. In an uncleared swap, the swap counterparty is typically a brokerage firm, bank or other financial institution. The Fund customarily enters into uncleared swaps based on the standard terms and conditions of an International Swaps and Derivatives Association (ISDA) Master Agreement. ISDA is a voluntary industry association of participants in the over-the-counter derivatives markets that has developed standardized contracts used by such participants that have agreed to be bound by such standardized contracts.
In the event that one party to a swap transaction defaults and the transaction is terminated prior to its scheduled termination date, one of the parties may be required to make an early termination payment to the other. An early termination payment may be payable by
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either the defaulting or non-defaulting party, depending upon which of them is in-the-money with respect to the swap at the time of its termination. Early termination payments may be calculated in various ways, but are intended to approximate the amount the in-the-money party would have to pay to replace the swap as of the date of its termination.
During the term of an uncleared swap, the Fund is usually required to pledge to the swap counterparty, from time to time, an amount of cash and/or other assets equal to the total net amount (if any) that would be payable by the Fund to the counterparty if the swap were terminated on the date in question, including any early termination payments. Periodically, changes in the amount pledged are made to recognize changes in value of the contract resulting from, among other things, interest on the notional value of the contract, market value changes in the underlying investment, and/or dividends paid by the issuer of the underlying instrument. Likewise, the counterparty may be required to pledge cash or other assets to cover its obligations to the Fund. However, the amount pledged may not always be equal to or more than the amount due to the other party. Therefore, if a counterparty defaults in its obligations to the Fund, the amount pledged by the counterparty and available to the Fund may not be sufficient to cover all the amounts due to the Fund and the Fund may sustain a loss.
Cleared swaps. Certain standardized swaps are subject to mandatory central clearing. The Dodd-Frank Act and implementing rules will ultimately require the clearing and exchange-trading of many swaps. Mandatory exchange-trading and clearing will occur on a phased-in basis based on the type of market participant and CFTC approval of contracts for central clearing. To date, the CFTC has designated only certain of the most common types of credit default index swaps and interest rate swaps as subject to mandatory clearing, but it is expected that additional categories of swaps will in the future be designated as subject to mandatory clearing. Central clearing is intended to reduce counterparty credit risk and increase liquidity, but central clearing does not eliminate these risks and may involve additional risks not involved with uncleared swaps. For more information, see Risks of cleared swaps below.
In a cleared swap, the Funds ultimate counterparty is a central clearinghouse rather than a brokerage firm, bank or other financial institution. The Fund initially will enter into cleared swaps through an executing broker. Such transactions will then be submitted for clearing and, if cleared, will be held at regulated FCMs that are members of the clearinghouse that serves as the central counterparty.
When the Fund enters into a cleared swap, it must deliver to the central counterparty (via the FCM) an amount referred to as initial margin. Initial margin requirements are determined by the central counterparty, but an FCM may require additional initial margin above the amount required by the central counterparty. During the term of the swap agreement, a variation margin amount may also be required to be paid by the Fund or may be received by the Fund in accordance with margin controls set for such accounts, depending upon changes in the price of the underlying reference instrument subject to the swap agreement. At the conclusion of the term of the swap agreement, if the Fund has a loss equal to or greater than the margin amount, the margin amount is paid to the FCM along with any loss in excess of the margin amount. If the Fund has a loss of less than the margin amount, the excess margin is returned to the Fund. If the Fund has a gain, the full margin amount and the amount of the gain is paid to the Fund.
Recently adopted CFTC rules will, when implemented, require the trading and execution of certain cleared swaps on public trading facilities, which will occur for each category of swaps subject to mandatory clearing once one or more trading facilities become accredited and make such category of swaps available to trade. Moving trading to an exchange-type system may increase market transparency and liquidity but may require the Fund to incur increased expenses to access the same types of swaps that it has used in the past.
Credit default swaps. The buyer of protection in a credit default swap agreement is obligated to pay the seller a periodic stream of payments over the term of the agreement in return for a payment by the seller that is contingent upon the occurrence of a credit event with respect to a specific underlying reference debt obligation (whether as a single debt instrument or as part of an index of debt instruments). The contingent payment by the seller generally is the face amount of the debt obligation, in return for the buyers obligation to make periodic cash payments and deliver in physical form the reference debt obligation or a cash payment equal to the then-current market value of that debt obligation at the time of the credit event. If no credit event occurs, the seller would receive a fixed rate of income throughout the term of the contract, while the buyer would lose the amount of its payments and recover nothing. The buyer is also subject to the risk that the seller will not satisfy its contingent payment obligation, if and when due.
Purchasing protection through a credit default swap may be used to attempt to hedge against a decline in the value of debt security or securities due to a credit event. The seller of protection under a credit default swap receives periodic payments from the buyer but is exposed to the risk that the value of the reference debt obligation declines due to a credit event and that it will have to pay the face amount of the reference obligation to the buyer. Selling protection under a credit default swap may also permit the seller to gain exposure that is similar to owning the reference debt obligation directly. As the seller of protection, the Fund would effectively add leverage to its portfolio because, in addition to its total assets, the Fund would be subject to the risk that there would be a credit event and the Fund would have to make a substantial payment in the future.
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Generally, a credit event means bankruptcy, failure to timely pay interest or principal, obligation acceleration default, or repudiation or restructuring of the reference debt obligation. There may be disputes between the buyer or seller of a credit default swap agreement or within the swaps market as a whole as to whether or not a credit event has occurred or what the payout should be which could result in litigation. In some instances where there is a dispute in the credit default swap market, a regional Determinations Committee set up by ISDA may make an official binding determination regarding the existence of credit events with respect to the reference debt obligation of a credit default swap agreement or, in the case of a credit default swap on an index, with respect to a component of the index underlying the credit default swap agreement. In the case of a credit default swap on an index, the existence of a credit event is determined according to the index methodology, which may in turn refer to determinations made by ISDAs Determinations Committees with respect to particular components of the index.
ISDAs Determination Committees are comprised principally of dealers in the OTC derivatives markets which may have a conflicting interest in the determination regarding the existence of a particular credit event. In addition, in the sovereign debt market, a credit default swap agreement may not provide the protection generally anticipated because the government issuer of the sovereign debt instruments may be able to restructure or renegotiate the debt in such a manner as to avoid triggering a credit event. Moreover, (1) sovereign debt obligations may not incorporate common, commercially acceptable provisions, such as collective action clauses, or (2) the negotiated restructuring of the sovereign debt may be deemed non-mandatory on all holders. As a result, the determination committee might then not be able to determine, or may be able to avoid having to determine, that a credit event under the credit default agreement has occurred.
For these and other reasons, the buyer of protection in a credit default swap agreement is subject to the risk that certain occurrences, such as particular restructuring events affecting the value of the underlying reference debt obligation, or the restructuring of sovereign debt, may not be deemed credit events under the credit default swap agreement. Therefore, if the credit default swap was purchased as a hedge or to take advantage of an anticipated increase in the value of credit protection for the underlying reference obligation, it may not provide any hedging benefit or otherwise increase in value as anticipated. Similarly, the seller of protection in a credit default swap agreement is subject to the risk that certain occurrences may be deemed to be credit events under the credit default swap agreement, even if these occurrences do not adversely impact the value or creditworthiness of the underlying reference debt obligation.
Currency swaps. A currency swap is an agreement between two parties to exchange periodic cash flows on a notional amount of two or more currencies based on the relative value differential between them. For example, a currency swap may involve the exchange of payments in a non-U.S. currency for payments in U.S. dollars. Currency swaps typically involve the delivery of the entire notional values of the two designated currencies. In such a situation, the full notional value of a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations. The Fund may also enter into currency swaps on a net basis, which means the two different currency payment streams under the swap agreement are converted and netted out to a single cash payment in just one of the currencies.
For example, a currency swap may be used to hedge the interest payments and principal amount of a debt obligation that is denominated in a non-U.S. currency by entering into a cross currency swap whereby one party would make payments in the non-U.S. currency and receive payments in U.S. dollars. Or, a currency swap may be used to gain exposure to non-U.S. currencies and non-U.S. interest rates by making payments in U.S. dollars and receiving payments in non-U.S. currencies.
Because currency control is of great importance to the issuing governments and influences economic planning and policy, purchases and sales of currency and related instruments can be negatively affected by government exchange controls, blockages, and manipulations or exchange restrictions imposed by governments. These actions could result in losses to the Fund if it is unable to deliver or receive a specified currency or funds in settlement of obligations, including swap transaction obligations. These actions could also have an adverse effect on the Funds swap transactions or cause the Funds hedging positions to be rendered useless, resulting in full currency exposure as well as incurring unnecessary transaction costs.
Interest rate swaps. An interest rate swap is an agreement between two parties to exchange interest rate payment obligations. Typically, one is based on an interest rate fixed to maturity while the other is based on an interest rate that changes in accordance with changes in a designated benchmark (for example, the London Interbank Offered Rate (LIBOR), prime rate, commercial paper rate, or other benchmarks). Each partys payment obligation under an interest rate swap is determined by reference to a specified notional amount of money. Therefore, interest rate swaps generally do not involve the delivery of securities, other underlying instruments, or principal amounts; rather they entail the exchange of cash payments based on the application of the designated interest rates to the notional amount. Accordingly, barring swap counterparty or FCM default, the risk of loss in an interest rate swap is limited to the net amount of interest payments that the Fund is obligated to make or receive (as applicable), as well as any early termination payment payable by or to the Fund upon early termination of the swap.
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By swapping fixed interest rate payments for floating payments, an interest rate swap can be used to increase or decrease the Funds exposure to various interest rates, including to hedge interest rate risk. Interest rate swaps are generally used to permit the party seeking a floating rate obligation the opportunity to acquire such obligation at a rate lower than is directly available in the credit markets, while permitting the party desiring a fixed-rate obligation the opportunity to acquire such a fixed-rate obligation, also frequently at a rate lower than is directly available in the credit markets. The success of such a transaction depends in large part on the availability of fixed-rate obligations at interest (or coupon) rates low enough to cover the costs involved. An interest rate swap transaction is affected by changes in interest rates, which, in turn, may affect the prepayment rate of any underlying debt obligations upon which the interest rate swap is based.
Inflation index swaps. An inflation index swap is a contract between two parties, whereby one party makes payments based on the cumulative percentage increase in an index that serves as a measure of inflation (typically, the Consumer Price Index) and the other party makes a regular payment based on a compounded fixed rate. Each partys payment obligation under the swap is determined by reference to a specified notional amount of money. Typically, an inflation index swap has payment obligations netted and exchanged upon maturity. The value of an inflation index swap is expected to change in response to changes in the rate of inflation. If inflation increases at a faster rate than anticipated at the time the swap is entered into, the swap will increase in value. Similarly, if inflation increases at a rate slower than anticipated at the time the swap is entered into, the swap will decrease in value.
Total return swaps. A total return swap (also sometimes referred to as a synthetic equity swap or contract for difference) is an agreement between two parties under which the parties agree to make payments to each other so as to replicate the economic consequences that would apply had a purchase or short sale of the underlying reference instrument taken place. For example, one party agrees to pay the other party the total return earned or realized on the notional amount of an underlying equity security and any dividends declared with respect to that equity security. In return the other party makes payments, typically at a floating rate, calculated based on the notional amount.
Options on swap agreements. An option on a swap agreement generally is an OTC option that gives the buyer of the option the right, but not the obligation, in return for payment of a premium to the seller, to enter into a previously negotiated swap agreement, or to extend, terminate or otherwise modify the terms of an existing swap agreement. The writer (seller) of an option on a swap agreement receives premium payments from the buyer and, in exchange, becomes obligated to enter into or modify an underlying swap agreement upon the exercise of the option by the buyer. When the Fund purchases an option on a swap agreement, it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised, plus any related transaction costs.
There can be no assurance that a liquid secondary market will exist for any particular option on a swap agreement, or at any particular time, and the Fund may have difficulty affecting closing transactions in particular options on swap agreements. Therefore, the Fund may have to exercise the options that it purchases in order to realize any profit and take delivery of the underlying swap agreement. The Fund could then incur transaction costs upon the sale or closing out of the underlying swap agreement. In the event that the option on a swap is exercised, the counterparty for such option would be the same counterparty with whom the Fund entered into the underlying swap.
However, if the Fund writes (sells) an option on a swap agreement, the Fund is bound by the terms of the underlying swap agreement upon exercise of the option by the buyer, which may result in losses to the Fund in excess of the premium it received. Options on swap agreements involve the risks associated with derivative instruments generally, as described above, as well as the additional risks associated with both options and swaps generally.
Options on swap agreements are considered to be swaps for purposes of CFTC regulation. Although they are traded OTC, the CFTC may in the future designate certain options on swaps as subject to mandatory clearing. For more information, see Cleared swaps and Risks of cleared swaps.
An option on an interest rate swap (also sometimes referred to as a swaption) is a contract that gives the purchaser the right, but not the obligation, in return for payment of a premium, to enter into a new interest rate swap. A pay fixed option on an interest rate swap gives the buyer the right to establish a position in an interest rate swap where the buyer will pay (and the writer will receive) the fixed-rate cash flows and receive (and the writer will pay) the floating-rate cash flows. In general, most options on interest rate swaps are European exercise, which means that they can only be exercised at the end of the option term. Depending on the movement of interest rates between the time of purchase and expiration, the value of the underlying interest rate swap and therefore also the value of the option on the interest rate swap will change.
An option on a credit default swap is a contract that gives the buyer the right (but not the obligation), in return for payment of a premium to the option seller, to enter into a new credit default swap on a reference entity at a predetermined spread on a future date. This spread is the price at which the contract is executed (the option strike price). Similar to a put option, in a payer option on a credit default swap, the option buyer pays a premium to the option seller for the right, but not the obligation, to buy credit protection on a
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reference entity (e.g., a particular portfolio security) at a predetermined spread on a future date. Similar to a call option, in a receiver option on a credit default swap the option buyer pays a premium for the right, but not the obligation to sell credit default swap protection on a reference entity or index. Depending on the movement of market spreads with respect to the particular referenced debt securities between the time of purchase and expiration of the option, the value of the underlying credit default swap and therefore the value of the option will change. Options on credit default swaps currently are traded OTC and the specific terms of each option on a credit default swap are negotiated directly with the counterparty.
Risks of swaps generally. The use of swap transactions is a highly specialized activity, which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. Whether the Fund will be successful in using swap agreements to achieve its investment goal depends on the ability of the investment manager correctly to predict which types of investments are likely to produce greater returns. If the investment manager, in using swap agreements, is incorrect in its forecasts of market values, interest rates, inflation, currency exchange rates or other applicable factors, the investment performance of the Fund will be less than its performance would have been if it had not used the swap agreements.
The risk of loss to the Fund for swap transactions that are entered into on a net basis depends on which party is obligated to pay the net amount to the other party. If the counterparty is obligated to pay the net amount to the Fund, the risk of loss to the Fund is loss of the entire amount that the Fund is entitled to receive. If the Fund is obligated to pay the net amount, the Funds risk of loss is generally limited to that net amount. If the swap agreement involves the exchange of the entire principal value of a security, the entire principal value of that security is subject to the risk that the other party to the swap will default on its contractual delivery obligations. In addition, the Funds risk of loss also includes any margin at risk in the event of default by the counterparty (in an uncleared swap) or the central counterparty or FCM (in a cleared swap), plus any transaction costs.
Because bilateral swap agreements are structured as two-party contracts and may have terms of greater than seven days, these swaps may be considered to be illiquid and, therefore, subject to the Funds limitation on investments in illiquid securities. If a swap transaction is particularly large or if the relevant market is illiquid, the Fund may not be able to establish or liquidate a position at an advantageous time or price, which may result in significant losses. Participants in the swap markets are not required to make continuous markets in the swap contracts they trade. Participants could refuse to quote prices for swap contracts or quote prices with an unusually wide spread between the price at which they are prepared to buy and the price at which they are prepared to sell. Some swap agreements entail complex terms and may require a greater degree of subjectivity in their valuation. However, the swap markets have grown substantially in recent years, with a large number of financial institutions acting both as principals and agents, utilizing standardized swap documentation. As a result, the swap markets have become increasingly liquid. In addition, central clearing and the trading of cleared swaps on public facilities are intended to increase liquidity.
Rules adopted under the Dodd-Frank Act require centralized reporting of detailed information about many swaps, whether cleared or uncleared. This information is available to regulators and also, to a more limited extent and on an anonymous basis, to the public. Reporting of swap data is intended to result in greater market transparency. This may be beneficial to funds that use swaps in their trading strategies. However, public reporting imposes additional recordkeeping burdens on these funds, and the safeguards established to protect anonymity are not yet tested and may not provide protection of funds identities as intended.
Certain IRS positions may limit the Funds ability to use swap agreements in a desired tax strategy. It is possible that developments in the swap markets and/or the laws relating to swap agreements, including potential government regulation, could adversely affect the Funds ability to benefit from using swap agreements, or could have adverse tax consequences.
Risks of uncleared swaps. Uncleared swaps are not traded on exchanges. As a result, swap participants may not be as protected as participants on organized exchanges. Performance of a swap agreement is the responsibility only of the swap counterparty and not of any exchange or clearinghouse. As a result, the Fund is subject to the risk that a counterparty will be unable or will refuse to perform under such agreement, including because of the counterpartys bankruptcy or insolvency. The Fund risks the loss of the accrued but unpaid amounts under a swap agreement, which could be substantial, in the event of a default, insolvency or bankruptcy by a swap counterparty. In such an event, the Fund will have contractual remedies pursuant to the swap agreements, but bankruptcy and insolvency laws could affect the Funds rights as a creditor. If the counterpartys creditworthiness declines, the value of a swap agreement would likely decline, potentially resulting in losses. In unusual or extreme market conditions, a counterpartys creditworthiness and ability to perform may deteriorate rapidly, and the availability of suitable replacement counterparties may become limited.
Risks of cleared swaps. Certain types of swaps are, and others eventually are expected to be, required to be cleared through a central counterparty, which may affect counterparty risk and other risks faced by the Fund.
Central clearing is designed to reduce counterparty credit risk and increase liquidity compared to uncleared swaps because central clearing interposes the central clearinghouse as the counterparty to each participants swap, but it does not eliminate those risks
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completely. There is also a risk of loss by the Fund of the initial and variation margin deposits in the event of bankruptcy of the FCM with which the Fund has an open position in a swap contract. The assets of the Fund may not be fully protected in the event of the bankruptcy of the FCM or central counterparty because the Fund might be limited to recovering only a pro rata share of all available funds and margin segregated on behalf of an FCMs customers. If the FCM does not provide accurate reporting, the Fund is also subject to the risk that the FCM could use the Funds assets, which are held in an omnibus account with assets belonging to the FCMs other customers, to satisfy its own financial obligations or the payment obligations of another customer to the central counterparty.
With cleared swaps, the Fund may not be able to obtain as favorable terms as it would be able to negotiate for a bilateral, uncleared swap. In addition, an FCM may unilaterally amend the terms of its agreement with the Fund, which may include the imposition of position limits or additional margin requirements with respect to the Funds investment in certain types of swaps. Central counterparties and FCMs generally can require termination of existing cleared swap transactions at any time, and can also require increases in margin above the margin that is required at the initiation of the swap agreement. Additionally, depending on a number of factors, the margin required under the rules of the clearinghouse and FCM may be in excess of the collateral required to be posted by the Fund to support its obligations under a similar uncleared swap. However, regulators are expected to adopt rules imposing certain margin requirements, including minimums, on uncleared swaps in the near future, which could change this comparison.
Finally, the Fund is subject to the risk that, after entering into a cleared swap with an executing broker, no FCM or central counterparty is willing or able to clear the transaction. In such an event, the Fund may be required to break the trade and make an early termination payment to the executing broker.
Currency-Related Derivatives and Other Financial Instruments
The Global Alpha Equities Fund may use currency transactions in order to hedge the value of portfolio holdings denominated in particular currencies against fluctuations in relative value. Currency transactions include forward currency contracts, exchange-listed currency futures and options thereon, exchange-listed and over-the-counter (OTC) options on currencies, and currency swaps. A forward currency contract involves a privately negotiated obligation to purchase or sell (with delivery generally required) a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are traded in the interbank market conducted directly between currency traders (usually large, commercial banks) and their customers. A forward foreign currency contract generally has no deposit requirement, and no commissions are charged at any stage for trades. A currency swap is an agreement to exchange cash flows based on the notional difference among two or more currencies and operates similarly to an interest rate swap.
The Global Alpha Equities Funds dealings in forward currency contracts and other currency transactions such as futures, options on futures, options on currencies and swaps will be limited to hedging involving either specific transactions (Transaction Hedging) or portfolio positions (Position Hedging). Transaction Hedging is entering into a currency transaction with respect to specific assets or liabilities of the Global Alpha Equities Fund, which will generally arise in connection with the purchase or sale of its portfolio securities or the receipt of income therefrom. The Global Alpha Equities Fund may participate in Transaction Hedging out of a desire to preserve the U.S. Dollar price of a security when it enters into a contract for the purchase or sale of a security denominated in a foreign currency. The Fund may be able to protect itself against possible losses resulting from changes in the relationship between the U.S. Dollar and foreign currencies during the period between the date the security is purchased or sold and the date on which payment is made or received by entering into a forward contract for the purchase or sale, for a fixed amount of dollars, of the amount of the foreign currency involved in the underlying security transactions.
Position Hedging is entering into a currency transaction with respect to portfolio security positions denominated or generally quoted in that currency. The Global Alpha Equities Fund may use Position Hedging when the investment advisor or a sub-advisor believes that the currency of a particular foreign country may suffer a substantial decline against the U.S. Dollar. The Global Alpha Equities Fund may enter into a forward foreign currency contract to sell, for a fixed amount of dollars, the amount of foreign currency approximating the value of some or all of its portfolio securities denominated in such foreign currency. The precise matching of the forward foreign currency contract amount and the value of the portfolio securities involved may not have a perfect correlation since the future value of the securities hedged will change as a consequence of the market between the date the forward contract is entered into and the date it matures. The projection of short-term currency market movement is difficult, and the successful execution of this short-term hedging strategy is uncertain.
The Global Alpha Equities Fund will not enter into a transaction to hedge currency exposure to an extent greater, after netting all transactions intended wholly or partially to offset other transactions, than the aggregate market value (at the time of entering into the transaction) of the securities held in its portfolio that are denominated or generally quoted in or currently convertible into such currency, other than with respect to Proxy Hedging as described below.
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The Global Alpha Equities Fund may also cross-hedge currencies by entering into transactions to purchase or sell one or more currencies that are expected to decline in value relative to other currencies to which the Fund has or in which the Fund expects to have portfolio exposure.
To reduce the effect of currency fluctuations on the value of existing or anticipated holdings of portfolio securities, the Global Alpha Equities Fund may also engage in proxy hedging (Proxy Hedging). Proxy Hedging is often used when the currency to which the Global Alpha Equities Funds portfolio is exposed is difficult to hedge or to hedge against the dollar. Proxy Hedging entails entering into a forward contract to sell a currency whose changes in value are generally considered to be linked to a currency or currencies in which some or all of the Global Alpha Equities Funds portfolio securities are or are expected to be denominated, and to buy U.S. Dollars. The amount of the contract would not exceed the value of the Global Alpha Equities Funds securities denominated in linked currencies.
Currency hedging involves some of the same risks and considerations as other transactions with similar instruments. Currency transactions can result in losses to the Global Alpha Equities Fund if the currency being hedged fluctuates in value to a degree or in a direction that is not anticipated. Furthermore, there is risk that the perceived linkage between various currencies may not be present or may not be present during the particular time that the Global Alpha Equities Fund is engaging in Proxy Hedging. If the Global Alpha Equities Fund enters into a currency hedging transaction, the Global Alpha Equities Fund will cover its position so as not to create a senior security as defined in Section 18 of the 1940 Act.
Currency transactions are subject to risks different from those of other portfolio transactions. Because currency control is of great importance to the issuing governments and influences economic planning and policy, purchase and sales of currency and related instruments can be negatively affected by government exchange controls, blockages, and manipulations or exchange restrictions imposed by governments. These actions can result in losses to the Global Alpha Equities Fund if it is unable to deliver or receive currency or funds in settlement of obligations and could also cause hedges it has entered into to be rendered useless, resulting in full currency exposure as well as incurring transaction costs. Buyers and sellers of currency futures are subject to the same risks that apply to the use of futures generally. Furthermore, settlement of a currency futures contract for the purchase of most currencies must occur at a bank based in the issuing nation. Trading options on currency futures is relatively new, and the ability to establish and close out positions on such options is subject to the maintenance of a liquid market, which may not always be available. Currency exchange rates may fluctuate based on factors extrinsic to that countrys economy. Although forward foreign currency contracts and currency futures tend to minimize the risk of loss due to a decline in the value of the hedged currency, at the same time they tend to limit any potential gain which might result should the value of such currency increase.
The Global Alpha Equities Fund may also buy or sell put and call options on foreign currencies either on exchanges or in the OTC market. A put option on a foreign currency gives the purchaser of the option the right to sell a foreign currency at the exercise price until the option expires. A call option on a foreign currency gives the purchaser of the option the right to purchase the currency at the exercise price until the option expires. Currency options traded on U.S. or other exchanges may be subject to position limits which may limit the ability of the Global Alpha Equities Fund to reduce foreign currency risk using such options. OTC options differ from exchange-traded options in that they are two-party contracts with price and other terms negotiated between the buyer and seller, and generally do not have as much market liquidity as exchange-traded options.
The Global Alpha Equities Fund may invest in a combination of forward currency contracts and U.S. Dollar-denominated market instruments in an attempt to obtain an investment result that is substantially the same as a direct investment in a foreign currency-denominated instrument. This investment technique creates a synthetic position in the particular foreign-currency instrument whose performance the manager is trying to duplicate. For example, the combination of U.S. Dollar-denominated instruments with long forward currency exchange contracts creates a position economically equivalent to a money market instrument denominated in the foreign currency itself. Such combined positions are sometimes necessary when the market in a particular foreign currency is small or relatively illiquid.
Contracts for Differences
The Global Alpha Equities Fund may invest in contracts for differences (CFDs). A CFD is an arrangement made in a futures contract whereby differences in settlement are made through cash payments, rather than the delivery of physical goods or securities. Leverage is a key feature of CFDs, and therefore small moves in the underlying instrument can result in more steep and rapid moves in the value of the Global Alpha Equities Funds investment.
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OTHER INVESTMENTS
Illiquid Securities
No Fund may invest more than 15% (5% for each Money Market Fund) of its net assets in illiquid securities. Illiquid securities are securities that cannot be disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. The Board of Trustees has the ultimate responsibility for determining whether specific securities are liquid or illiquid. The Board has delegated the function of making day to day determinations of liquidity to the investment advisor, pursuant to guidelines approved by the Board. The investment advisor will monitor the liquidity of securities held by a Fund and report periodically on such decisions to the Board. If the limitations on illiquid securities are exceeded, other than by a change in market values, the condition will be reported by the Funds investment adviser or sub-advisor to the Board of Trustees. Illiquid securities would generally include repurchase agreements with notice/termination dates in excess of seven days and certain securities which are subject to trading restrictions because they are not registered under the Securities Act of 1933, as amended (1933 Act). External market conditions may impact the liquidity of portfolio securities and may cause a Fund to sell or divest certain illiquid securities in order to comply with its limitation on holding illiquid securities, which may result in realized losses to the Fund.
Floating Rate Loans
A Fund may invest in another investment company (including exchange-traded funds (ETFs)) that invests primarily in floating rate (e.g., LIBOR-based), commercial loans made by banks and other institutional lenders. The loans may be to U.S. or foreign borrowers, and may have below investment grade credit ratings. The loans may be secured or unsecured, and may be senior or subordinated loans.
Commodity-Linked Investments
A Fund may invest in another investment company (including ETFs) that invests in commodities such as oil, coal, natural gas, metals and agricultural products. A fund that seeks commodities exposure generally does not invest directly in the physical assets themselves. Instead, the fund invests in commodity-linked notes and options that together are intended to provide exposure to the investment return of assets that trade in the commodities markets. A Fund may also invest in a commodity-linked ETN, where the return on the note is derived from the performance of one or more commodity indices.
Hedge Fund Strategies
A Fund may invest in another investment company (including ETFs) that employs a principal investment strategy that differs markedly from a traditional, benchmark-centric, growth or value, market capitalization-oriented or buy-and-hold investment style, and that is more characteristic of the hedge fund industry. These strategies may be referred to as hedge fund strategies. An underlying fund may pursue any one or more of the following hedge fund strategies:
Absolute Return. Absolute return funds seek to produce results that are largely independent of, or have low correlation to, the broader markets. An absolute return fund generally has greater latitude to invest in a wider universe of securities, and without the fixed asset weightings of traditional asset allocation approaches. Absolute return investment techniques generally include non-traditional investment strategies such as short selling, and the use of futures, options, derivatives, arbitrage, leverage and unconventional assets.
Discretionary Macro. A fund utilizing a macro investing strategy takes sizable positions in equity, fixed income or currency markets in anticipation of macroeconomic events in order to generate a risk-adjusted return. Macro fund managers use macroeconomic analysis based on market events and trends to identify opportunities for investment that would profit from anticipated price movements.
Distressed Credit. A fund engaged in distressed credit investing seeks equity-like returns through purchases of bonds and bank debt of firms in distressed situations (e.g., bankruptcies, reorganizations, coercive tenders). The debt is purchased at notable discounts to par and, to reduce downside potential, may have seniority in the capital structure. If and when a distressed company is reorganized and regains health, the debt purchased at discount may increase in value or even be swapped into equity.
Equity Market Neutral. Equity market neutral is a strategy that seeks to exploit investment opportunities unique to some specific group of stocks while maintaining a neutral exposure to broad groups of stocks, which may be defined by sector, industry, market capitalization, country or region. The strategy holds long/short equity positions, with long positions hedged with short positions in the same and related sectors, so that the equity market neutral investor should be little affected by sector-wide events.
Event-Driven/Merger Arbitrage. Event-driven investing is a strategy that seeks to exploit pricing inefficiencies that may occur before or after a corporate event, such as a bankruptcy, merger, acquisition or spinoff, occurs. Merger arbitrage centers on capturing the
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market price differential between the acquiring and acquired companies securities in exchange for bearing the risk that the announced merger will not actually take place. Event-driven funds may have low correlations to the general stock market because the funds focus on specific deals and are less influenced by macro market factors.
Fixed Income Arbitrage. Fixed-income arbitrage seeks to exploit pricing differentials between fixed-income securities. The fund manager simultaneously purchases and sells two similar securities whose prices, in the opinion of the fund manager, do not reflect what the fund manager believes to be their true value. Acting on the assumption that prices will revert to true value over time, the fund manager sell shorts the overpriced security and buys the underpriced security. Once prices revert to true value, the trade may be liquidated at a profit. Credit default swaps are often employed in fixed-income arbitrage.
Long/Short Equity. Equity long-short is an investing strategy that involves taking long positions in stocks that are expected to increase in value and short positions in stocks that are expected to decrease in value. Long positions may be funded, in part, by proceeds from the short positions, so equity long-short investing involves the use of leverage.
Managed Futures. Managed futures is an asset class managed by professional commodity managers who use proprietary trading systems to invest in currency, interest rate, equity, metal, energy and agricultural markets through the use of futures, forwards, and options. The managers generally have the ability to invest across a wide range of global markets and asset classes and have the flexibility to take long and short positions in these investments based on projected profit potential and economic factors. Managed futures returns may have low correlation to returns on stock and bond investments.
Multi-Strategy . A multi-strategy fund uses several strategies within the same pool of assets that is designed to adapt to large and small market forces in real time. The fund might seek returns from shorting equities, investing in global real estate projects, and identifying momentum-focused or event- driven investments. The investment diversification may reduce volatility and decrease asset-class and single-strategy risks. The fund may allocate investments to a certain strategy in response to market trends, allowing it to capitalize on favorable market conditions more easily.
Infrastructure Assets
Infrastructure-related companies are involved in providing energy, transportation, communications, utilities and other essential services to society. Infrastructure companies own and operate assets such as rail systems, shipping ports, toll roads, power transmission lines, and municipal sewage treatment and water purification systems, and provide services and materials necessary for the construction and maintenance of such assets. While governments have historically played a major role in financing infrastructure, budget constraints have led to an increase in reliance on private financing, ownership and operation.
Natural Resources
A Fund may invest directly and indirectly in companies that own or develop natural resources, or supply goods and services to such companies. These companies may be involved in exploring, mining, refining, processing, transporting, fabricating, dealing in, or owning natural resources. Natural resources include precious metals (e.g., gold, platinum, and silver), ferrous and nonferrous metals (e.g., iron, aluminum, and copper), strategic metals (e.g., uranium and titanium), hydrocarbons (e.g., coal, oil, and natural gases), chemicals, paper and forest products, and other basic commodities.
Real Estate
A Fund may invest in a real estate investment trust (REIT), which is a pooled investment vehicle that invests directly in income-producing real estate (an equity REIT), in loans secured by real estate (a mortgage REIT), or a combination thereof (a hybrid REIT). An equity REIT receives rental income and any profits on the sale of its properties. A mortgage REIT receives interest income from the loans made on underlying properties. If a REIT meets certain requirements, it is not taxed on the income it distributes to its investors.
Healthcare Securities
The Global Alpha Equities Fund may invest directly and indirectly in companies principally engaged in the design, development, production, sale, management or distribution of products, services or facilities used for or in connection with healthcare or medicine (healthcare companies). These healthcare companies include, among others, pharmaceutical firms, medical supply companies, and businesses that operate hospitals and other healthcare facilities, as well as companies engaged in medical, diagnostic, biochemical and other healthcare-related research and development activities. These healthcare companies may also include investment companies, including exchange traded funds that invest in healthcare companies.
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ELIGIBLE SECURITIES FOR MONEY MARKET FUNDS
The Money Market Funds may invest only in U.S. dollar denominated securities that are Eligible Securities as defined in Rule 2a-7 (the Rule). The Rule defines an Eligible Security, in summary, as a security with a remaining maturity of 397 calendar days or less that the Funds investment adviser (subject to oversight and pursuant to guidelines established by the Board) determines present minimal credit risks to the Fund. The eligibility of a security with a guarantee may be determined based on whether the guarantee is an Eligible Security. The Money Market Funds will limit investments to those which are Eligible Securities at the time of acquisition.
SPECIAL TRANSACTIONS
Repurchase Agreements
Repurchase agreements are transactions in which a fund buys a security from a dealer or bank and agrees to sell the security back at a mutually agreed upon time and price. The repurchase price exceeds the sale price, reflecting the funds return on the transaction. This return is unrelated to the interest rate on the underlying security. A Fund will enter into repurchase agreements only with banks and other recognized financial institutions, such as securities dealers, deemed creditworthy by the Advisor or Sub-advisor.
The Funds custodian or sub-custodian will take possession of the securities subject to repurchase agreements. The Advisor, Sub-advisor or sub-custodian will monitor the value of the underlying security each day to ensure that the value of the security always equals or exceeds the repurchase price.
Repurchase agreements are subject to credit risks.
The Funds considers repurchase agreements with the Federal Reserve Bank of New York to be U.S. Government securities for purposes of the Funds investment policies.
Reverse Repurchase Agreements
Reverse repurchase agreements are repurchase agreements in which a fund is the seller (rather than the buyer) of the securities, and agrees to repurchase them at an agreed upon time and price. A reverse repurchase agreement may be viewed as a type of borrowing by a Fund. Reverse repurchase agreements are subject to credit risks. In addition, reverse repurchase agreements create leverage risks because a Fund must repurchase the underlying security at a higher price, regardless of the market value of the security at the time of repurchase.
Delayed Delivery Transactions
Delayed delivery transactions, including when issued transactions, are arrangements in which a fund buys securities for a set price, with payment and delivery of the securities scheduled for a future time. During the period between purchase and settlement, no payment is made by the fund to the issuer and no interest accrues to the fund. The fund records the transaction when it agrees to buy the securities and reflects their value in determining the price of its shares. Settlement dates may be a month or more after entering into these transactions so that the market values of the securities bought may vary from the purchase prices. Therefore, delayed delivery transactions create interest rate risks for the fund. Delayed delivery transactions also involve credit risks in the event of a counterparty default.
To Be Announced Securities (TBAs)
As with other delayed delivery transactions, a seller agrees to issue a TBA security at a future date. However, the seller does not specify the particular securities to be delivered. Instead, the Fund agrees to accept any security that meets specified terms. For example, in a TBA mortgage backed transaction, the Fund and the seller would agree upon the issuer, interest rate and terms of the underlying mortgages. The seller would not identify the specific underlying mortgages until it issues the security. TBA mortgage backed securities increase interest rate risks because the underlying mortgages may be less favorable than anticipated by a Fund.
Securities Lending
The Funds may lend portfolio securities to borrowers that the Advisor or Sub-advisor deem creditworthy. In return, a Fund receives cash or liquid securities from the borrower as collateral. The borrower must furnish additional collateral if the market value of the loaned securities increases. Also, the borrower must pay the Fund the equivalent of any dividends or interest received on the loaned securities.
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A Fund will reinvest cash collateral in securities that qualify as an acceptable investment for the Fund. However, the Fund must pay interest to the borrower for the use of cash collateral.
Loans are subject to termination at the option of a Fund or the borrower. A Fund will not have the right to vote on securities while they are on loan, but it will terminate a loan in anticipation of any important vote. A Fund may pay administrative and custodial fees in connection with a loan and may pay a negotiated portion of the interest earned on the cash collateral to a securities lending agent or broker.
Securities lending activities are subject to interest rate risks and credit risks.
Asset Segregation (Fixed Income Funds, Asset Allocation Funds, Global Alpha Equities Fund and Equity Funds)
In accordance with the SEC and SEC staff positions regarding the interpretation of the 1940 Act, with respect to derivatives that create a future payment obligation of a Fund, the Fund must set aside (referred to sometimes as asset segregation) liquid assets, or engage in other SEC- or staff-approved measures, while the derivative contracts are open. For example, with respect to forwards contracts that are not contractually required to cash-settle, a Fund must cover its open positions by setting aside cash or readily marketable securities equal to the contracts full, notional value. With respect to forwards that are contractually required to cash-settle, however, a Fund is permitted to set aside cash or readily marketable securities in an amount equal to the Funds daily marked-to-market (net) obligations, if any (i.e., the Funds daily net liability, if any), rather than the notional value.
The Funds will employ another approach to segregating assets to cover options that it sells. If a Fund sells a call option, the Fund will set aside either the Reference Instrument subject to the option, cash or readily marketable securities with a value that equals or exceeds the current market value of the Reference Instrument. In no event, will the value of the cash or readily marketable securities set aside by the Fund be less than the exercise price of the call option. If a Fund sells a put option, the Fund will set aside cash or readily marketable securities with a value that equals or exceeds the exercise price of the put option.
A Fund may reduce the liquid assets segregated to cover obligations under a derivative contract by entering into an offsetting derivative contract. For example, if a Fund sells a put option for the same Reference Instrument as a call option the Fund has sold, and the exercise price of the call option is the same as or higher than the exercise price of the put option, then the Fund may net its obligations under the options and set aside cash or readily marketable securities (including any margin deposited for the options) with a value equal to the greater of (a) the current market value of the Reference Instrument deliverable under the call option or (b) the exercise price of the put option.
By setting aside cash or readily marketable securities equal to only its net obligations under swaps and certain cash-settled derivative contracts, a Fund will have the ability to employ leverage to a greater extent than if the Fund were required to segregate cash or readily marketable securities equal to the full notional value of such contracts. The use of leverage involves certain risks. See Specific Risks of Investing in the Funds in the prospectus. Unless a Fund has other cash or readily marketable securities to set aside, it cannot trade assets set aside in connection with derivative contracts or special transactions without entering into an offsetting derivative contract or terminating a special transaction. This may cause the Fund to miss favorable trading opportunities or to realize losses on derivative contracts or special transactions. The Funds reserves the right to modify their asset segregation policies in the future to comply with any changes in the positions articulated from time to time by the SEC and its staff.
Generally, special transactions do not cash-settle on a net basis. Consequently, with respect to special transactions, a Fund will set aside cash or readily marketable securities with a value that equals or exceeds the Funds obligations.
With respect to short sales transactions, the Funds will set aside cash or readily marketable securities in an amount equal to the greater of (i) the market value of the securities sold short; and (ii) the market price at which the short position was established, in each case less any margin on deposit.
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Short Sales
A Fund may make short sales of securities listed on one or more national exchanges or on the Nasdaq Stock Market. A short sale is the sale of a stock that a fund does not own (or will borrow for delivery), because the fund believes the stock will decline in price or the fund wants to hedge against potential price volatility of the stock. If the price of the stock declines, the fund can buy the stock at a lower price and will make a profit. If the price of the stock rises, the fund will incur a loss. When the fund sells short, it borrows the stock from a broker on margin, and must pay interest to the broker on the margin amount until the stock is replaced by the fund. In no event will a Fund engage in short sales transactions if it would cause the market value of all of the Funds securities sold short to exceed 25% of its net assets. In addition, the value of the securities of any one issuer that may be shorted by a Fund is limited to the lesser of 2% of the value of the Funds net assets or 2% of the securities of any class of the issuer, for all Funds except the Global Alpha Equities Fund. A Fund may also sell short against the box, i.e., the Fund owns securities identical to those sold short. Short sales against the box are not subject to the 25% limitation. Short sales are speculative in nature, and may reduce returns or increase volatility.
Investing in Securities of Other Investment Companies
A Fund may invest its assets in securities of other investment companies, including the securities of money market funds, as an efficient means of carrying out their investment policies and managing any uninvested cash. Certain investment companies, such as business development companies (BDCs), are more akin to operating companies and, as such, their expenses are not direct expenses paid by fund shareholders and are not used to calculate the funds net asset value. SEC rules nevertheless require that any expenses incurred by a BDC be included in a funds expense ratio as Acquired Fund Fees and Expenses. The expense ratio of a fund that holds a BDC will need to overstate what the fund actually spends on portfolio management, administrative services, and other shareholder services by an amount equal to these Acquired Fund Fees and Expenses. The Acquired Fund Fees and Expenses are not included in a funds financial statements, which provide a clearer picture of a funds actual operating expenses.
Pursuant to an SEC rule, each of the Funds is permitted to invest in shares of the Money Market Funds as a means of managing their uninvested cash. These investments will cause a duplication of expenses. The Advisor may waive certain fees in connection with these investments.
Exchange-Traded Funds
The Funds may also invest in ETFs in order to implement their investment strategies. The shares of most ETFs are listed and traded on stock exchanges at market prices, although some shares may be redeemable at net asset value for cash or securities. The Funds may invest in ETFs in order to achieve exposure to a specific region, country or market sector, or for other reasons consistent with its investment strategy. As with traditional mutual funds, ETFs charge asset-based fees, although these fees tend to be relatively low. ETFs generally do not charge initial sales charges or redemption fees and investors pay only customary brokerage fees to buy and sell ETF shares.
Non-Investment Grade Securities
Commonly referred to as junk bonds, these fixed-income securities are rated below investment grade by nationally recognized statistical rating organizations, such as Moodys and Standard & Poors, or are unrated securities that a Funds Advisor or Sub-advisor believe to be of comparable quality. These bonds generally offer investors higher interest rates as a way to help compensate for the fact that the issuer is at greater risk of default.
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There are many factors which may affect an investment in the Funds. The Funds principal risks are described in the prospectuses. Additional risk factors are outlined below and correspond to the risk factors identified in the prospectuses. The risk descriptions below complement the discussion of goals, strategies and risks above.
SECURITY |
RISK TYPE |
|
Fixed Income Securities |
Interest Rate Risks Credit Risks Changing Fixed Income Market Conditions Risk Call Risks Prepayment Risks Risks Associated with Non-Investment Grade Securities |
|
Mortgage Backed Securities |
Risks Associated with Complex CMOs Call Risks Prepayment Risks Liquidity Risks |
|
Equity Securities |
Stock Market Risks Sector Risks Liquidity Risks Risks Related to Investing for Growth Risks Related to Investing for Value Risks Related to Company Size Tracking Error Risks Close Out Risks Risks of Investing in Emerging Market Countries |
|
Convertible Securities |
Interest Rate Risks Credit Risks Call Risks Prepayment Risks Risks Associated with Non-Investment Grade Securities Stock Market Risks |
|
Foreign Securities |
Currency Risks Risks of Foreign Investing Risks of Investing in Emerging Market Countries Euro Risks Sector Risks Brexit Risks |
|
Derivative Contracts |
Leverage Risks Commodity Tax Risks |
|
Tax Exempt Securities |
Tax Risks Risks Associated with Investing in a Single State Risks of Non-Diversification |
|
Special Transactions |
Interest Rate Risks Credit Risks Leverage Risks |
|
Investing in Securities of Other Investment Companies | Affiliated Persons Risks and all Other Risks | |
Exchange-Traded Funds |
Exchange-Traded Fund Risk Stock Market Risks Sector Risks Liquidity Risks Risks Related to Investing for Growth Risks Related to Investing for Value Risks Related to Company Size Tracking Error Risks |
|
Money Market Funds | Money Market Fund Regulatory Risks |
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Stock Market Risks
The value of equity securities in the Funds portfolio will fluctuate and, as a result, the Funds share price may decline suddenly or over a sustained period of time.
Sector Risks
Companies with similar characteristics may be grouped together in broad categories called sectors. Sector risk is the possibility that a certain sector may underperform other sectors or the market as a whole. As the Advisor or Sub-Advisor allocates more of a Funds portfolio holdings to a particular sector, a Funds performance will be more susceptible to any economic, business or other developments which generally affect that sector.
Liquidity Risks
Trading opportunities are more limited for equity securities that are not widely held. This may make it more difficult to sell or buy a security at a favorable price or time. Consequently, a Fund may have to accept a lower price to sell a security, sell other securities to raise cash or give up an investment opportunity, any of which could have a negative effect on the Funds performance. Infrequent trading of securities may also lead to an increase in their price volatility.
Trading opportunities are more limited for fixed income securities that have not received any credit ratings, have received ratings below investment grade or are not widely held.
Trading opportunities are more limited for CMOs that have complex terms or that are not widely held. These features may make it more difficult to sell or buy a security at a favorable price or time. Consequently, a Fund may have to accept a lower price to sell a security, sell other securities to raise cash or give up an investment opportunity, any of which could have a negative effect on the Funds performance. Infrequent trading of securities may also lead to an increase in their price volatility.
Liquidity risk also refers to the possibility that a Fund may not be able to sell a security or close out a derivative contract when it wants to. If this happens, the Fund will be required to continue to hold the security or keep the position open, and the Fund could incur losses.
OTC derivative contracts generally carry greater liquidity risk than exchange-traded contracts.
Risks Related to Investing for Growth
Due to their relatively high valuations, growth stocks are typically more volatile than value stocks. For instance, the price of a growth stock may experience a larger decline on a forecast of lower earnings, a negative fundamental development, or an adverse market development. Further, growth stocks may not pay dividends or may pay lower dividends than value stocks. This means they depend more on price changes for returns and may be more adversely affected in a down market compared to value stocks that pay higher dividends.
Risks Related to Investing for Value
Due to their relatively low valuations, value stocks are typically less volatile than growth stocks. For instance, the price of a value stock may experience a smaller increase on a forecast of higher earnings, a positive fundamental development, or positive market development. Further, value stocks tend to have higher dividends than growth stocks. This means they depend less on price changes for returns and may lag behind growth stocks in an up market.
Risks Related to Company Size
Generally, the smaller the market capitalization of a company, the fewer the number of shares traded daily, the less liquid its stock and the more volatile its price. For example, medium capitalization stocks may be less liquid and more volatile than stocks of larger, well-known companies. Market capitalization is determined by multiplying the number of its outstanding shares by the current market price per share.
Companies with smaller market capitalizations also tend to have unproven track records, a limited product or service base, limited access to capital and other attributes that can cause their share prices to fluctuate. Therefore, smaller companies may entail greater risks for investors than larger companies.
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Currency Risks
Exchange rates for currencies fluctuate daily. The combination of currency risk and market risk tends to make securities traded in foreign markets more volatile than securities traded exclusively in the U.S.
The Advisor or Sub-Advisor attempts to manage currency risk by limiting the amount a Fund invests in securities denominated in a particular currency. However, diversification will not protect a Fund against a general increase in the value of the U.S. dollar relative to other currencies.
Brexit Risk
The announcement of the Referendum of the United Kingdoms (the UK) Membership of the EU (referred to as Brexit), advising for the exit of the UK from the EU, has caused business disruptions and uncertainty and thus adversely impact the financial results and operations of various European companies and economies. It was expected that the UK would exit the EU within two years of the UKs formal notification under Article 50 of the Treaty of Lisbon to the European Council of its intention to withdraw, which was formally made by Prime Minister Theresa May on March 29, 2017. Brexit negotiations are currently ongoing, but there is still considerable uncertainty regarding the transition period as well as the potential consequences of Brexit to the UK economy. The effects of Brexit will depend on any agreements the UK makes to retain access to the EU Common Market either during a transitional period or more permanently. Brexit could lead to legal and tax uncertainty and potentially divergent national laws and regulations as the UK determines which EU laws to replace or replicate. Additionally, Brexit could lead to global economic uncertainty and result in significant volatility in the global stock markets and currency exchange rate fluctuations.
On November 25, 2018, EU leaders approved the terms of the UKs withdrawal from the EU. The withdrawal agreement is currently under consideration by the UKs Parliament, but the possibility of its ultimate implementation remains uncertain. The UK has not yet ratified the withdrawal agreement, and the UKs withdrawal from the EU has been delayed. In the event that the UK withdraws without ratifying an agreement with the EU, the relationship between the UK and EU would be based on the World Trade Organization rules. It is not presently possible to determine the extent of the impact this arrangement would have on a Funds investments in the UK, and this continued uncertainty with respect to the withdrawal negotiations could negatively impact a Funds investments.
Euro Risks
The Euro is the single currency of the European Monetary Union (EMU). With the advent of the Euro, the participating countries in the EMU can no longer follow independent monetary policies. This may limit these countries ability to respond to economic downturns or political upheavals, and consequently reduce the value of their foreign government securities.
Risks of Foreign Investing
Foreign securities pose additional risks because foreign economic or political conditions may be less favorable than those of the United States. Securities in foreign markets may also be subject to taxation policies that reduce returns for U.S. investors.
Foreign companies may not provide information (including financial statements) as frequently or to as great an extent as companies in the United States. Foreign companies may also receive less coverage than United States companies by market analysts and the financial press. In addition, foreign countries may lack uniform accounting, auditing and financial reporting standards or regulatory requirements comparable to those applicable to U.S. companies. These factors may prevent a Fund, the Advisor or Sub-Advisor from obtaining information concerning foreign companies that is as frequent, extensive and reliable as the information available concerning companies in the United States.
Foreign countries may have restrictions on foreign ownership of securities or may impose exchange controls, capital flow restrictions or repatriation restrictions which could adversely affect the liquidity of a Funds investments.
To the extent a Fund invests in foreign securities, its share price may be more affected by foreign economic and political conditions, taxation policies, and accounting and auditing standards than would otherwise be the case.
Risks of Investing in Emerging Market Countries
Securities issued or traded in emerging markets generally entail greater risks than securities issued or traded in developed markets. For example, their prices may be significantly more volatile than prices in developed countries. Emerging market economies may also experience more severe downturns (with corresponding currency devaluations) than developed countries.
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Emerging market countries may have relatively unstable governments and may present the risk of nationalization of businesses, expropriation and confiscatory taxation or, in certain instances, reversion to closed market, centrally planned economies.
Leverage Risks
Leverage risk is created when an investment exposes a Fund to a level of risk that exceeds the amount invested. Changes in the value of such an investment magnify a Funds risk of loss and potential for gain.
Close Out Risks
In a short sale transaction, close out risk is created by the ability of the broker to request at any time that a Fund closes out its short position in the security. The brokers call request would force the Fund to purchase the security at its current market price, and thus could result in a loss to the Fund.
Interest Rate Risks
Prices of fixed income securities rise and fall in response to changes in the interest rate paid by similar securities. Generally, when interest rates rise, prices of fixed income securities fall. However, market factors, such as the demand for particular fixed income securities, may cause the price of certain fixed income securities to fall while the prices of other securities rise or remain unchanged.
Interest rate changes have a greater effect on the price of fixed income securities with longer durations. Duration measures the price sensitivity of a fixed income security to changes in interest rates.
Credit Risks
Credit risk is the possibility that an issuer will default on a security by failing to pay interest or principal when due. If an issuer defaults, a Fund will lose money.
Many fixed income securities receive credit ratings from services such as Standard & Poors and Moodys Investor Services, Inc. These services assign ratings to securities by assessing the likelihood of issuer default. Lower credit ratings correspond to higher credit risk. If a security has not received a rating, a Fund must rely entirely upon the Advisors or Sub-Advisors credit assessment.
Fixed income securities generally compensate for greater credit risk by paying interest at a higher rate. The difference between the yield of a security and the yield of a U.S. Treasury security with a comparable maturity (the spread) measures the additional interest paid for risk. Spreads may increase generally in response to adverse economic or market conditions. A securitys spread may also increase if the securitys rating is lowered, or the security is perceived to have an increased credit risk. An increase in the spread will cause the price of the security to decline.
Credit risk includes the possibility that a party to a transaction involving a Fund will fail to meet its obligations. This could cause the Fund to lose the benefit of the transaction or prevent the Fund from selling or buying other securities to implement its investment strategy.
Changing Fixed Income Market Conditions Risk
The current historically low interest rate environment was created in part by the Federal Reserve Board (FRB) and certain foreign central banks keeping the federal funds and equivalent foreign rates at or near zero. There is a risk that interest rates will rise when the FRB and central banks raise these rates. This risk is heightened due to the potential tapering of the FRBs quantitative easing program and other similar foreign central bank actions. This tapering and eventual increase in the federal funds and equivalent foreign rates may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. In addition, decreases in fixed income dealer market-making capacity may also potentially lead to heightened volatility and reduced liquidity in the fixed income markets.
Call Risks
Call risk is the possibility that an issuer may redeem a fixed income security before maturity (a call) at a price below its current market price. An increase in the likelihood of a call may reduce the securitys price.
If a fixed income security is called, a Fund may have to reinvest the proceeds in other fixed income securities with lower interest rates, higher credit risks, or other less favorable characteristics.
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Prepayment Risks
Generally, homeowners have the option to prepay their mortgages at any time without penalty. Homeowners frequently refinance high interest rate mortgages when mortgage rates fall. This results in the prepayment of mortgage backed securities with higher interest rates. Conversely, prepayments due to refinancings decrease when mortgage rates increase. This extends the life of mortgage backed securities with lower interest rates. Other economic factors can also lead to increases or decreases in prepayments. Increases in prepayments of high interest rate mortgage backed securities, or decreases in prepayments of lower interest rate mortgage backed securities, may reduce their yield and price. These factors, particularly the relationship between interest rates and mortgage prepayments makes the price of mortgage backed securities more volatile than many other types of fixed income securities with comparable credit risks.
Mortgage backed securities generally compensate for greater prepayment risk by paying a higher yield. The difference between the yield of a mortgage backed security and the yield of a U.S. Treasury security with a comparable maturity (the spread) measures the additional interest paid for risk. Spreads may increase generally in response to adverse economic or market conditions. A securitys spread may also increase if the security is perceived to have an increased prepayment risk or perceived to have less market demand. An increase in the spread will cause the price of the security to decline.
A Fund may have to reinvest the proceeds of mortgage prepayments in other fixed income securities with lower interest rates, higher prepayment risks, or other less favorable characteristics.
Risks of Non-Diversification
The New York Municipal Bond Fund is non-diversified. Compared to diversified mutual funds, the Fund may invest a higher percentage of its assets among fewer issuers of portfolio securities. This increases a Funds risk by magnifying the impact (positively or negatively) that any one issuer has on the Funds share price and performance.
Risks Associated with Non-Investment Grade Securities
The securities in which a Fund may invest may be rated below investment grade. Securities rated below investment grade may be subject to the same risks as those inherent in corporate debt obligations that are rated below investment grade, also known as junk bonds. Junk bonds generally entail greater market, credit and liquidity risks than investment grade securities. For example, their prices are more volatile, economic downturns and financial setbacks may affect their prices more negatively, and their trading market may be more limited.
Risks Associated with Complex CMOs
CMOs with complex or highly variable prepayment terms, such as companion classes, IOs, POs, Inverse Floaters and residuals, generally entail greater market, prepayment and liquidity risks than other mortgage backed securities. For example, their prices are more volatile and their trading market may be more limited.
Tax Risks
In order to be tax-exempt, municipal securities must meet certain legal requirements. Failure to meet such requirements may cause the interest received and distributed by a Fund to shareholders to be taxable.
Changes or proposed changes in federal tax laws may cause the prices of municipal securities to fall. Further, proposals have been introduced before Congress to restrict or eliminate the federal income tax exemption for interest on municipal bonds. Bother President Trump and the Republican members of the House of Representatives have publicly stated that one of their top legislative priorities is significant reform of the Code. There is a substantial lack of clarity around both the timing and the details of any such tax reform and the impact of any potential tax reform. If any such proposal were enacted, it might restrict of eliminate the ability of the Municipal Bond Fund and the New York Municipal Bond fund to achieve their investment goals. Prospective investors should consult their own tax advisors regarding potential changes in tax laws.
Commodity Tax Risks
A Funds ability to invest in certain instruments such as commodity-linked derivatives may be adversely affected by changes in legislation, regulations or other legally binding authority. Pursuant to the Code, a Fund must derive at least 90% of its gross income from qualifying sources to qualify as a regulated investment company. Gains from the disposition of commodities are not considered qualifying income for this purpose. Additionally, the Internal Revenue Service has issued a revenue ruling which holds that income derived from commodity-linked swaps is not qualifying income. As a result, a Funds ability to directly invest in commodity-linked swaps as part of its investment strategy is limited to a maximum of 10% of its gross income. Failure to comply with the restrictions in the Code and any future legislation or guidance may cause a Fund to fail to qualify as a regulated investment company which may adversely impact a shareholders return. Alternatively, a Fund may forego those investments which could adversely affect the ability of the Fund to achieve its investment goal.
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Inflation-Indexed Securities Tax Risk
Any increase in the principal amount of an inflation-indexed security may be included for tax purposes in the Funds gross income, even though no cash attributable to such gross income has been received by the Fund. In such event, the Fund may be required to make annual distributions to shareholders that exceed the cash it has otherwise received. In order to pay such distributions, the Fund may be required to raise cash by selling portfolio investments. The sale of such investments could result in capital gains to the Fund. In addition, adjustments during the taxable year for deflation to an inflation-indexed bond held by the Fund may cause amounts previously distributed by the Fund in the taxable year as income to be recharacterized as a return of capital.
Risks Associated with Investing in a Single State
A fund that invests primarily in securities issued by a single state provides a greater level of risk than a fund that is diversified across numerous states and municipal entities. The ability of the state or its municipalities to meet their obligations will depend on the availability of tax and other revenue; economic, political and demographic conditions within the state; and the underlying fiscal condition of the state and its municipalities. In addition, changes in municipal market-related legislation or litigation within the state can significantly affect the financial condition and credit quality of issuers of municipal securities located in that state. For a better understanding of these risks, please see the state-specific risk factors below.
New York Investment Risks
New York Municipal Bond Fund emphasizes investments in New York and is subject to events that may adversely affect New York issuers compared to funds that invest in multiple states. New Yorks economy is large and diverse. While several upstate counties benefit from agriculture, manufacturing and high technology industries, New York City nonetheless still dominates the States economy through its international importance in economic sectors such as advertising, finance, and banking. Any major changes to the financial conditions of New York City would ultimately have an effect on the State.
Yields on New York municipal securities depend on a variety of factors, including: the general conditions of the short-term municipal note market and the municipal bond market; the size of the particular offering; the maturity of the obligations; and the rating of the issue. Further, any adverse economic conditions or developments affecting the State, counties, municipalities or City of New York could impact New York Municipal Bond Funds portfolio. The ability of this Fund to achieve its investment goal also depends on the continuing ability of the issuers of New York municipal securities and participation interests, or the guarantors of either, to meet their obligations for the payment of interest and principal when due.
Tracking Error Risks
Factors such as Fund expenses, imperfect correlation between a Funds investments and those of its benchmarks, rounding of share prices, changes to the benchmark, regulatory policies, and leverage, may affect its ability to achieve perfect correlation. The magnitude of any tracking error may be affected by a higher portfolio turnover rate. Because an index is just a composite of the prices of the securities it represents rather than an actual portfolio of those securities, an index will have no expenses. As a result, the Fund, which will have expenses such as custody, management fees and other operational costs, and brokerage expenses, may not achieve its investment objective of accurately correlating to an index.
Asset Allocation Risks
The Asset Allocation Funds are subject to the risk that the Advisors or Sub-advisors asset allocation decisions between equity securities, on the one hand, and fixed income securities, on the other hand, will not anticipate market trends successfully. For example, investing too heavily in common stocks during a stock market decline may result in a failure to preserve capital. Conversely, investing too heavily in fixed income securities during a period of stock market appreciation may result in lower total returns.
Exchange-Traded Fund Risk
An investment in an ETF generally presents the same primary risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment objectives, strategies, and policies. The price of an ETF can fluctuate up or down, and a Fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs may be subject to the following risks that do not apply to conventional funds: (i) the market price of an ETFs shares may trade above or below their net asset value; (ii) an active trading market for an ETFs shares may not develop or be maintained; or (iii) trading of an ETFs shares may be halted if the listing exchanges officials deem such action appropriate, the shares are delisted from the exchange, or the activation of market-wide circuit breakers (which are tied to large decreases in stock prices) halts stock trading generally.
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Risks Related to Commodities and Natural Resources
An investment in commodities, or in operating companies that have significant exposure to commodities, exposes a Fund to the greater volatility of the commodity markets, to commodity-specific risks (drought, floods, weather, disease, supply/demand imbalances), and to international economic, political and regulatory influences that frequently affect the commodities markets and the operations of companies engaged in natural resources industries. The natural resources industries can be significantly affected by international political and economic developments, energy conservation, the success of exploration projects, commodity prices and tax and other government regulations.
Risks Related to Exchange-Traded Notes
The value of ETNs, which combine features of ETFs and bonds, depends on the performance of the index underlying the ETN and the creditworthiness of the ETNs issuer. Unlike ETFs, ETNs are not structured as investment companies and, unlike bonds, they may have no periodic interest payments. ETNs are not secured by any collateral.
Risks Related to Hedge Fund Strategies
An investment by a Fund in an investment company that employs one or more hedge fund strategies may have markedly higher investment management fees than other funds. Hedge fund strategies may be narrowly focused on a particular market, security type, activity or event, and would be exposed to greater risk of loss if the investment thesis or assumptions underlying the focus do not occur as anticipated. Hedge fund strategies intended to reduce the Funds volatility may fail to do so effectively. The use of leverage by a hedge fund strategy (e.g., through options or short sales) will magnify any losses incurred by the strategy.
Infrastructure Assets Risk
An investment in infrastructure operators and projects (e.g., toll roads, port facilities, transmission lines, sewage treatment plants) exposes a Fund to the risks associated with large, long-term construction projects, to financial, operating and competitive risks, and to the risks of changing economic and regulatory conditions and political instability in the country or region where the asset is located. These risks may be amplified for real assets located outside of the United States. An infrastructure fund may be less diversified than other funds that invest in a broad range of industries.
Inflation-Indexed Securities Risks
The value of inflation-indexed, fixed income securities generally fluctuates in response to changes in real interest rates, which are in turn tied to the relationship between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of an inflation-indexed security. A Fund may also experience a loss on an inflation-indexed security if there is deflation. If inflation is lower than expected during the period the Fund holds an inflation-indexed security, the Fund may earn less on the security than on a conventional bond.
Master Limited Partnerships (MLPs) Risks
The Real Asset Fund may invest MLPs or in an investment company (including ETFs) that invests in MLPs. MLPs are limited partnerships in which the ownership units are publicly traded. MLP units are registered with the SEC and are freely traded on a securities exchange or in the OTC market. MLPs often own several properties or businesses (or own interests) that are related to real estate development and oil and gas industries, but they also may finance motion pictures, research and development and other projects. Generally, a MLP is operated under the supervision of one or more managing general partners. Limited partners are not involved in the day-to-day management of the partnership.
The risks of investing directly in a MLP are generally those involved in investing in a partnership as opposed to a corporation. For example, state law governing partnerships is often less restrictive than state law governing corporations. Accordingly, there may be fewer protections afforded investors in a MLP than investors in a corporation. MLPs taxed as partnerships do not pay U.S. Federal income tax at the partnership level. Rather, each partner is allocated a share of the partnerships income, gains, losses, deduction and expenses. Also, a change in current tax law, or a change in the underlying business mix of a given MLP could result in an MLP being treated as a corporation instead of as a partnership for U.S. federal income tax purposes, which would have the effect of reducing the amount of cash available for distribution by the MLP and could result in a reduction of the value of the underlying funds investment, and consequently the shareholders investment in the Fund and lower income. Additional risks involved with investing in a MLP are risks associated with the specific industry or industries in which the partnership invests, such as the risks of investing in real estate, or oil and gas industries.
Risks Related to Healthcare Strategies
An investment by a Fund in healthcare securities exposes the Fund to the overall condition of the healthcare industry and makes the Fund more susceptible to economic, political and regulatory risks or other occurrences associated with the healthcare industry than a fund that does not focus on healthcare companies.
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Risks Related to Real Estate
An investment in real estate, through investment in a real estate investment trust, exposes a Fund to the risks of owning real estate directly, such as market-specific conditions (economic, supply/demand imbalances), creditworthiness of the issuer, quality of property management, and changing interest rates.
Risks Related to Floating Rate Loans
An investment in floating rate commercial loans (through an investment in another investment company) exposes a Fund to the creditworthiness of the lender from which the interests in the loans are acquired, as well as interest rate, prepayment, credit and counterparty risks that are associated with the underlying borrowers of the loans. No active trading market may exist for certain loans, and existing trading markets could suffer impairment. Depending on market conditions, it may be difficult to value the loans.
Temporary Defensive Investments
The Funds may temporarily depart from their principal investment strategies by investing their assets in cash and shorter-term debt securities and similar obligations (or by holding cash in the Money Market Funds). They may do this to minimize potential losses and maintain liquidity to meet shareholder redemptions during adverse market conditions. This may cause a Fund to fail to meet its investment objective and to give up greater investment returns to maintain the safety of principal, that is, the original amount invested by shareholders. Interest income from temporary investments may be taxable to shareholders as ordinary income.
Except as otherwise provided, the Funds have adopted the investment limitations set forth below. If any percentage restriction on investment or utilization of assets is adhered to at the time an investment is made, a later change in percentage resulting from a change in the market value of a Funds assets or redemptions of shares will not be considered a violation of a limitation. Limitations which are designated as fundamental policies may not be changed without the affirmative vote of the lesser of (i) 67% or more of the shares of a Fund present at a shareholders meeting if holders of more than 50% of the outstanding shares of the Fund are present in person or by proxy or (ii) more than 50% of the outstanding shares of a Fund. Limitations which are designated as non-fundamental policies may be changed by the Board without shareholder approval. Shareholders will be notified before any material change in non-fundamental policies become effective.
Affiliated Persons Risks
In managing the Diversified Income Fund, WTIA has the authority to select and substitute the Underlying Funds in which the Diversified Income Fund will invest. WTIA is subject to conflicts of interest in allocating Fund assets among the various Underlying Funds both because the fees payable to it and/or its affiliates by some Underlying Funds are higher than the fees payable by other Underlying Funds and because the Advisor is also primarily responsible for managing the Underlying Funds. The Trustees and officers of the Diversified Income Fund may also have conflicting interests in fulfilling their fiduciary duties to both the Fund and the Underlying Funds.
MATERIAL FUND EVENT CAPITAL CONTRIBUTIONS
On August 15, 2016, Wilmington Prime Money Market Fund (PMMF) (an affiliated fund) received a capital support contribution of $9,938.55 (the PMMF Contribution) from Wilmington Funds Management Corporation (WFMC). On August 15, 2016, PMMF reorganized into the Wilmington U.S. Government Money Market Fund, an affiliated money market fund. WFMC was the adviser to PMMF. The PMMF Contribution was made to PMMF in anticipation of the reorganization into the Wilmington U.S. Government Money Market Fund. The PMMF Contribution represented the difference between PMMFs net assets and the net asset value of shares outstanding on the reorganization date.
On August 22, 2016, Wilmington Tax-Exempt Money Market Fund (TEMMF) (an affiliated fund) received a capital support contribution of $71,312.83 (the TEMMF Contribution) from WFMC. On August 22, 2016, TEMMF reorganized into the Wilmington U.S. Government Money Market Fund, an affiliated money market fund. WFMC was the adviser to TEMMF. The TEMMF Contribution was made to TEMMF in anticipation of the reorganization into the Wilmington U.S. Government Money Market Fund. The TEMMF Contribution represented the difference between TEMMFs net assets and the net asset value of shares outstanding on the reorganization date.
Each of PMMF and TEMMF was required to disclose additional information about its respective event on Form NCR and to file this form with the Securities and Exchange Commission. Any Form NCR filing submitted by PMMF or TEMMF is available on the EDGAR Database on the Securities and Exchange Commissions Internet site at http://www.sec.gov.
INVESTMENT LIMITATIONS LARGE-CAP STRATEGY FUND, GLOBAL ALPHA EQUITIES FUND, REAL ASSET FUND, MUNICIPAL BOND FUND, NEW YORK MUNICIPAL BOND FUND, U.S. TREASURY MONEY MARKET FUND.
Fundamental Investment Limitations
The following limitations cannot be changed unless authorized by the Board of Trustees (Board) and by the vote of a majority of the Funds outstanding voting securities, as defined by the 1940 Act.
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Issuing Senior Securities and Borrowing Money
Each Fund may borrow money, directly or indirectly, and issue senior securities, to the maximum extent permitted under the 1940 Act, any rule or order thereunder, or any SEC staff interpretation thereof.
Underwriting
The Funds may not underwrite the securities of other issuers, except that the Funds may engage in transactions involving the acquisition, disposition or resale of their portfolio securities, under circumstances where the Funds may be considered to be an underwriter under the Securities Act of 1933.
Investing in Real Estate
The Funds will not invest in real estate, except that: (i) the Funds may invest in issuers which invest, deal, or otherwise engage in transactions in real estate or interests therein, or invest in securities that are secured by real estate or interests therein, including real estate investment trusts; (ii) investments in securities of issuers that invest in real estate and investments in mortgage-backed securities, mortgage participations or other instruments supported by interests in real estate are not subject to this limitation; and (iii) the Funds may exercise their rights under agreements relating to such securities, including the right to enforce security interests and hold real estate acquired by reason of such enforcement until that real estate can be liquidated in an orderly manner.
Lending Cash or Securities
The Funds may not make loans, provided that this restriction does not prevent the Funds from purchasing debt obligations, entering into repurchase agreements, lending their assets to broker/dealers or institutional investors and investing in loans, including assignments and participation interests.
Investing in Commodities
The Funds may not purchase or sell physical commodities, provided that the Funds may purchase securities of companies that deal in commodities. For purposes of this restriction, investments in transactions involving futures contracts and options, forward currency contracts, swap transactions and other financial contracts that settle by payment of cash are not deemed to be investments in commodities.
Concentration of Investments
The Funds will not make investments that will result in the concentration of their investments in the securities of issuers primarily engaged in the same industry. For purposes of this restriction, the term concentration has the meaning set forth in the 1940 Act, any rule or order thereunder, or any SEC staff interpretation thereof. Government securities and municipal securities will not be deemed to constitute an industry. With respect to any Fund investing in real estate-related securities, industry classifications shall include, but not be limited to, the following: Real Estate Development; Real Estate Operating Companies; Real Estate Services; Diversified Real Estate Activities; Diversified REITs; Industrial REITs; Office REITs; Residential REITs; Retail REITs; Healthcare REITs; Hotel and Resort REITs; and Specialized REITs. These industry classifications are not fundamental and may be changed without the vote of a majority of the outstanding shares of the Funds. Furthermore, a Funds investment in an investment company that concentrates its investments in a particular industry or group of industries will not be considered an investment by the Fund in that particular industry or group of industries.
Diversification all Funds except New York Municipal Bond Fund
With respect to securities comprising 75% of the value of its total assets, the Funds will not purchase securities of any one issuer (other than cash; cash items; securities issued or guaranteed by the government of the United States or its agencies or instrumentalities and repurchase agreements collateralized by such U.S. government securities; and securities of other investment companies) if, as a result, more than 5% of the value of its total assets would be invested in the securities of that issuer, or the Funds would own more than 10% of the outstanding voting securities of that issuer.
Non-Fundamental Investment Limitations
The following limitations may be changed by the Board without shareholder approval. Shareholders will be notified before any material change in these limitations becomes effective.
Buying on Margin
U.S. Treasury Money Market Fund: The Fund will not purchase securities on margin, provided that the Fund may obtain short-term credits necessary for the clearance of purchases and sales of securities.
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New York Municipal Bond Fund: The Fund will not purchase securities on margin, provided that the Fund may obtain short-term credits necessary for the clearance of purchases and sales of securities, and further provided that the Fund may make margin deposits in connection with its use of financial options, forward and spot currency contracts, and other financial contracts or derivative instruments.
Illiquid Securities
A Fund may not purchase or acquire any security if, as a result, more than 15% (5% in the case of the U.S. Treasury Money Market Fund) of its net assets would be invested in securities that are illiquid.
Borrowing Money
The Funds will not borrow money for investment leverage, but rather as a temporary, extraordinary, or emergency measure or to facilitate management of the portfolio by enabling the Funds to meet redemption requests when the liquidation of portfolio assets is deemed to be inconvenient or disadvantageous. The Funds will not purchase any securities while borrowings in excess of 5% of the value of its total assets are outstanding. The Funds do not anticipate entering into reverse repurchase agreements in excess of 5% of their net assets.
Pledging Assets
The Funds will not mortgage, pledge, or hypothecate any of their assets, provided that this shall not apply to the transfer of securities in connection with any permissible borrowing or to collateral arrangements in connection with permissible activities.
Investing in Other Investment Companies
The Funds may invest their assets in securities of other investment companies, including ETFs, as an efficient means of carrying out their investment policies. It should be noted that investment companies incur certain expenses, such as management fees, and, therefore, any investment by the Funds in shares of other investment companies may be subject to such duplicate expenses. At the present time, the Funds expect that their investments in other investment companies may include shares of money market funds, including funds affiliated with the Funds investment advisor, and ETFs.
In applying the Funds investment limitation on concentration of investments: (a) utility companies will be divided according to their services, for example, gas, gas transmission, electric and telephone will each be considered a separate industry; (b) financial service companies will be classified according to the end users of their services, for example, automobile finance, bank finance and diversified finance will each be considered a separate industry; and (c) asset-backed securities will be classified according to the underlying assets securing such securities. To conform to the current view of the SEC that only domestic bank instruments may be excluded from industry concentration limitations, as a matter of non-fundamental policy, the Funds will not exclude foreign bank instruments from industry concentration limits as long as the policy of the SEC remains in effect. In addition, investments in bank instruments, and investments in certain industrial development bonds funded by activities in a single industry, will be deemed to constitute investment in an industry, except when held for temporary defensive purposes. The investment of more than 25% of the value of the Funds total assets in any one industry will constitute concentration.
Except with respect to borrowing money, if a percentage limitation is adhered to at the time of investment, a later increase or decrease in percentage resulting from any change in value or net assets will not result in a violation of such restriction. None of the Funds has any present intent to borrow money in excess of 5% of the value of its net assets during the coming fiscal year.
For purposes of its policies and limitations, the Funds consider certificates of deposit and demand and time deposits issued by a U.S. branch of a domestic bank or savings and loan having capital, surplus, and undivided profits in excess of $100,000,000 at the time of investment to be cash items.
INVESTMENT LIMITATIONS ALL OTHER FUNDS
Fundamental Investment Limitations
The following investment restrictions may be changed only by a vote of the majority of the outstanding Shares of a Fund.
All Funds will not:
1. Purchase securities of any one issuer, other than obligations issued or guaranteed by the U.S. Government (and regulated investment companies as defined in the Code for each Fund), its agencies or instrumentalities, if, immediately after such purchase, more than 5% of the Funds total assets would be invested in such issuer or the Fund would hold more than 10% of the outstanding voting securities of the issuer, except that 25% or less of the Funds total assets may be invested without regard to such limitations. There is no limit to the percentage of assets that may be invested in U.S. Treasury bills, notes, or other obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities.
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2. Purchase any securities which would cause more than 25% of the Funds total assets at the time of purchase to be invested in securities of one or more issuers conducting their principal business activities in the same industry, provided that (a) there is no limitation with respect to obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, and repurchase agreements secured by obligations of the U.S. Government, its agencies or instrumentalities (and regulated investment companies as defined in the Code for each Fund); (b) wholly owned finance companies will be considered to be in the industries of their parents if their activities are primarily related to financing the activities of their parents; (c) with respect to all Funds utilities will be divided according to their services (for example, gas, gas transmission, electric and gas, electric, and telephone will each be considered a separate industry); and (d) with respect to all Funds, technology companies will be divided according to their services (for example, medical devices, biotechnology, semi-conductor, software and communications will each be considered a separate industry).
In addition, all Funds will not:
1. Borrow money or issue senior securities except that each Fund may enter into reverse repurchase agreements and may otherwise borrow money or issue senior securities as and to the extent permitted by the 1940 Act or any rule, order or interpretation thereunder. (The 1940 Act currently permits each Fund to borrow up to one-third the value of its total assets at the time of such borrowing.)
2. Make loans, except that the Fund may purchase or hold debt instruments and lend portfolio securities in accordance with its investment objective and policies, make time deposits with financial institutions and enter into repurchase agreements.
3. Purchase securities on margin, except for use of short-term credit necessary for clearance of purchases of portfolio securities, except as may be necessary to make margin payments in connection with derivative securities transactions, and except to the extent disclosed in the current prospectus or statement of additional information of such Fund;
4. Underwrite the securities issued by other persons, except to the extent that the Fund may be deemed to be an underwriter under certain securities laws in the disposition of restricted securities;
5. Purchase or sell real estate (although investments in marketable securities of companies engaged in such activities and securities secured by real estate or interests therein are not prohibited by this restriction); and
6. Purchase or sell commodities or commodities contracts, except to the extent disclosed in the current prospectus or statement of additional information of such Fund.
Non-Fundamental Investment Limitations
The following investment restrictions may be changed without the vote of a majority of the outstanding Shares of the Funds. Each Fund may not:
1. Purchase or otherwise acquire any security if, as a result, more than 15% (5% in the case of U.S. Government Money Market Fund) of its net assets would be invested in securities that are illiquid.
2. Purchase securities of other investment companies, except (a) in connection with a merger, consolidation, acquisition or reorganization, and (b) to the extent permitted by the 1940 Act, or pursuant to any exemptions therefrom.
3. Mortgage or hypothecate the Funds assets in excess of one-third of such Funds total assets.
4. The International Fund and U.S. Government Money Market Fund may not engage in any short sales. Each Fund other than the International Fund may not engage in short sales of any securities at any time if, immediately after and as a result of the short sale, the market value of securities sold short by such Fund would exceed 25% of the value of that Funds net assets.
If any percentage restriction or requirement described above is satisfied at the time of investment, a later increase or decrease in such percentage resulting from a change in asset value will not constitute a violation of such restriction or requirement. However, should a change in net asset value (NAV) or other external events cause a Funds investments in illiquid securities to exceed the limit set forth in this SAI for its investment in illiquid securities, such Fund will act to cause the aggregate amount of such securities to come within such limit as soon as reasonably practicable. In such an event, however, no Fund would be required to liquidate any portfolio securities where such Fund would suffer a loss on the sale of such securities.
REGULATORY COMPLIANCE
The Money Market Funds may follow non-fundamental operational policies that are more restrictive than their fundamental investment limitations, as set forth in the prospectuses and this SAI, in order to comply with applicable laws and regulations, including the provisions of and regulations under the 1940 Act. In particular, the Money Market Funds will comply with the various requirements of the Rule, which regulates money market mutual funds. The Money Market Funds will determine the effective maturity of their investments according to the Rule. The Money Market Funds may change these operational policies to reflect changes in the laws and regulations without the approval of their shareholders.
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PORTFOLIO TURNOVER
The portfolio turnover rate for each Fund is calculated by dividing the lesser of a Funds purchases or sales of portfolio securities for the year by the monthly average value of the portfolio securities. The SEC requires that the calculation exclude all securities whose remaining maturities at the time of acquisition were one year or less.
The portfolio turnover rate for a Fund may vary greatly from year to year, and may also be affected by cash management requirements for share redemptions. High portfolio turnover rates will generally result in higher transaction costs, including brokerage commissions, to a Fund and may result in tax consequences to shareholders. Portfolio turnover will not be a limiting factor in making investment decisions.
The table below shows any significant variation in the Funds portfolio turnover rate for the fiscal years ended April 30, 2018 and 2019.
Fund* |
2018 | 2019 | ||||||
Diversified Income Fund |
85 | % | 14 | % | ||||
Intermediate-Term Bond Fund |
30 | % | 25 | % | ||||
Broad Market Bond Fund |
34 | % | 36 | % | ||||
Short-Term Bond Fund |
42 | % | 67 | % | ||||
New York Municipal Bond Fund |
64 | % | 45 | % | ||||
Large-Cap Strategy Fund |
15 | % | 13 | % | ||||
International Fund |
75 | % | 70 | % | ||||
Global Alpha Equities Fund |
58 | % | 61 | % | ||||
Real Asset Fund |
438 | % | 347 | % | ||||
Municipal Bond Fund |
79 | % | 83 | % |
* |
The portfolio turnover rate for certain funds may vary greatly from year to year as well as within a particular year, and may also be affected by cash requirements for redemptions of Shares. High portfolio turnover rates will generally result in higher transaction costs, including brokerage commissions, and may result in additional tax consequences to a Funds shareholders. |
DETERMINING MARKET VALUE OF SECURITIES
MONEY MARKET FUNDS
The Trustees have determined that it is in the best interests of the Money Market Funds and their shareholders to determine the value of portfolio instruments by using amortized cost. Under this method, portfolio instruments are valued at the acquisition cost as adjusted for amortization of premium or accumulation of discount rather than at current market value. Accordingly, neither the amount of daily income nor the NAV is affected by any unrealized appreciation or depreciation of the portfolio. In periods of declining interest rates, the indicated daily yield on Shares of the Fund computed by dividing the annualized daily income on the Funds portfolio by the NAV computed as above may tend to be higher than a similar computation made by using a method of valuation based upon market prices and estimates. In periods of rising interest rates, the opposite may be true.
A Funds use of the amortized cost method of valuing portfolio instruments depends on its compliance with certain conditions in the Rule promulgated by the SEC under the 1940 Act. Under the Rule, the Trustees must establish procedures reasonably designed to stabilize the NAV per share, as computed for purposes of distribution and redemption, at $1.00 per share, taking into account current market conditions and the Funds investment objective. The procedures include monitoring the relationship between the amortized cost value per share and the NAV per share based upon available indications of market value. The Trustees will decide what, if any, steps should be taken if there is a difference of more than 0.5 of 1% between the two values. The Trustees will take any steps they consider appropriate (such as redemption in kind or shortening the average portfolio maturity) to eliminate or reduce to the extent reasonably practicable material dilution or other unfair results arising from differences between the two methods of determining NAV.
FIXED INCOME, ALTERNATIVES, ASSET ALLOCATION AND EQUITY FUNDS
Market values of the Equity, Alternatives, Asset Allocation and Fixed Income Funds portfolio securities are determined as follows:
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for equity securities, according to the last sale price in the market in which they are primarily traded (either a national securities exchange or the over-the-counter market), if available; |
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in the absence of recorded sales for equity securities, according to the mean between the last closing bid and asked prices; |
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|
futures contracts and options are generally valued at market values established by the exchanges on which they are traded at the close of trading on such exchanges. Options traded in the over-the-counter market are generally valued according to the mean between the last bid and the last asked price for the option as provided by an investment dealer or other financial institution that deals in the option. The Board may determine in good faith that another method of valuing such investments is necessary to appraise their fair market value; |
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for fixed income securities, according to the mean between bid and asked prices as furnished by an independent pricing service, except that fixed income securities with remaining maturities of less than 60 days at the time of purchase may be valued at amortized cost; and |
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for all other securities at fair value as determined in accordance with procedures established by and under the general supervision of the Board. |
Prices provided by independent pricing services may be determined without relying exclusively on quoted prices and may consider institutional trading in similar groups of securities, yield, quality, stability, risk, coupon rate, maturity, type of issue, trading characteristics, and other market data or factors. From time to time, when prices cannot be obtained from an independent pricing service, securities may be valued based on quotes from broker-dealers or other financial institutions that trade the securities.
TRADING IN FOREIGN SECURITIES
Trading in foreign securities may be completed at times which vary from the closing of the New York Stock Exchange (NYSE). In computing its NAV, the Fund values foreign securities at the latest closing price on the exchange on which they are traded immediately prior to the closing of the NYSE. Certain foreign currency exchange rates may also be determined at the latest rate prior to the closing of the NYSE. Foreign securities quoted in foreign currencies are translated into U.S. dollars at the foreign exchange rate in effect at 4:00 p.m. Eastern time, on the day the value of the foreign security is determined. Occasionally, events that affect these values and exchange rates may occur between the times at which they are determined and the closing of the NYSE. If such events materially affect the value of portfolio securities, these securities may be valued at their fair value as determined in good faith by the Funds Board, although the actual calculation may be done by others.
Each Funds (other than the Money Market Funds) NAV per Share fluctuates and is based on the market value of all securities and other assets of the Fund.
The NAV for each class of Shares may differ due to the variance in daily net income realized by each class. Such variance will reflect only accrued net income to which the shareholders of a particular class are entitled.
Under the Distributors Contract with the Funds, ALPS Distributors, Inc. (Distributor) offers Shares on a continuous, best-efforts basis.
FRONT-END SALES CHARGE REALLOWANCES
The Distributor receives a front-end sales charge on certain Share sales. The Distributor generally pays up to 90% (and as much as 100%) of this charge to investment professionals for sales and/or administrative services. Any payments to investment professionals in excess of 90% of the front-end sales charge are considered supplemental payments. The Distributor retains any portion not paid to an investment professional, and makes this available for marketing and sales-related activities and expenses, including those of the Advisor and its affiliates.
38
RULE 12B-1 PLAN (CLASS A SHARES, SERVICE CLASS SHARES AND ADMINISTRATIVE CLASS SHARES)
As a compensation-type plan, the Rule 12b-1 Plan (Plan) is designed to pay a financial intermediary (including the Distributor, the Advisor and their affiliates) for activities principally intended to result in the sale of Shares such as advertising and marketing of Shares (including printing and disseminating prospectuses and sales literature to prospective shareholders and financial intermediaries) and providing incentives to financial intermediaries to sell Shares, and to provide distribution related and/or recordkeeping and administrative services for Fund shareholders. The Plan is also designed to cover other costs incurred in implementing and operating the Plan. In accordance with the Plan, the Distributor may enter into agreements with financial intermediaries, such as brokers and dealers, relating to distribution and/or marketing services. The Distributor may also enter into Rule 12b-1 related agreements with administrators (including financial intermediaries, fiduciaries, custodians for public funds, and investment advisors) to provide distribution related and other services. The Plan is expected to benefit a Fund in a number of ways. For example, it is anticipated that the Plan will help a Fund attract and retain assets, thus providing cash for orderly portfolio management and Share redemptions and possibly helping to stabilize or reduce other operating expenses.
In addition, the Plan is integral to the multiple class structure of the Funds, which promotes the sale of Shares by providing a range of options to investors. The Funds service providers that receive asset-based fees also benefit from stable or increasing Fund assets.
A Fund may compensate a financial intermediary more or less than its actual marketing and administrative expenses. In no event will a Fund pay for any expenses of a financial intermediary that exceed the maximum Plan fee of the Funds average daily net assets.
39
For some classes of Shares, the maximum Plan fee that can be paid in any one year may not be sufficient to cover the marketing-related expenses the financial intermediary has incurred. Therefore, it may take the financial intermediary a number of years to recoup these expenses.
SHAREHOLDER SERVICES PLAN (CLASS A SHARES, CLASS I SHARES, SERVICE CLASS SHARES, ADMINISTRATIVE CLASS SHARES AND SELECT CLASS SHARES)
The Funds may pay financial intermediaries, including the Distributor, the Advisor and their affiliates, a monthly fee computed at an annual rate not to exceed 0.25 of 1% of the average aggregate net asset value of the shares of a class held during the month, for providing shareholder services and maintaining shareholder accounts.
ADDITIONAL PAYMENTS TO FINANCIAL INTERMEDIARIES
In addition to the Rule 12b-1 and/or shareholder services fees that a Fund may pay to financial intermediaries, the Distributor and the Advisor and their affiliates may pay out of their own reasonable resources and legitimate profits amounts (including items of material value) to certain financial intermediaries. While Financial Industry Regulatory Authority (FINRA) regulations limit the sales charges that you may bear as a Fund shareholder, there are no limits with regard to the amounts that the Distributor, the Advisor and their affiliates may pay out of their own reasonable resources and legitimate profits. Contact your financial intermediary for information about any payments it receives from the Distributor, the Advisor and their affiliates for any service the financial intermediary provides.
The following examples illustrate the types of instances in which the Distributor, the Advisor and their affiliates may make additional payments to a financial intermediary.
SUPPLEMENTAL PAYMENTS
Financial intermediaries may be paid fees out of the assets of the Distributor, the Advisor and their affiliates.
Financial intermediaries may receive fees for providing distribution-related, recordkeeping or shareholder services such as sponsoring sales, providing sales literature, conducting training seminars for employees, and engineering sales-related computer software programs and systems. Also, financial intermediaries may be paid cash or promotional incentives, such as reimbursement of certain expenses relating to attendance at informational meetings about a Fund or other special events at recreational-type facilities, or items of material value. These payments, subject to applicable limits, if any, will be based upon the amount of Shares the financial intermediary sells or may sell and/or upon the type and nature of sales or marketing support furnished by the financial intermediary.
Processing Support Payments
The Distributor, the Advisor and their affiliates may make payments to financial intermediaries that sell Fund Shares to help offset their costs associated with client account maintenance support, statement processing and transaction processing. The types of payments that they may make under this category include: payment of ticket charges on a per transaction basis; payment of networking fees; and payment for ancillary services such as setting up funds on the financial intermediaries mutual fund trading system.
Retirement Plan Program Servicing Payments
The Distributor, the Advisor and their affiliates may make payments to certain financial intermediaries who sell Fund Shares through retirement plan programs. A financial intermediary may perform retirement plan program services itself or may arrange with a third party to perform retirement plan program services. In addition to participant recordkeeping, reporting, or transaction processing, retirement plan program services may include services rendered to a plan in connection with fund/investment selection and monitoring; employee enrollment and education; plan balance rollover or separation, or other similar services.
Other Benefits to Financial Intermediaries
From time to time, the Distributor, the Advisor and their affiliates, at their expense, may provide additional compensation to financial intermediaries that sell or arrange for the sale of Shares. Such compensation may include financial assistance to financial intermediaries that enable the Distributor, the Advisor and their affiliates to participate in or present at conferences or seminars, sales or training programs for invited employees, client and investor events and other financial intermediary-sponsored events.
40
The Distributor, the Advisor and their affiliates also may hold or sponsor, at their expense, sales events, conferences and programs for employees or associated persons of financial intermediaries and may pay the travel and lodging expenses of attendees. The Distributor, the Advisor and their affiliates also may provide, at their expense, meals and entertainment in conjunction with meetings with financial intermediaries. Other compensation may be offered to the extent not prohibited by applicable laws, regulations or the rules of any self-regulatory agency, such as FINRA.
UNDERWRITING COMMISSIONS
The following chart reflects the total sales charges paid to M&T Securities, Manufacturers and Traders Trust Company, and Wilmington Trust Retirement and Investment Services (together, M&T), affiliates of the Advisor, in connection with the sale of Class A Shares of the Funds and the amount retained by the Distributor for the last three fiscal years ended April 30, 2019, April 30, 2018 and April 30, 2017:
2019 | 2018 | 2017 | ||||||||||||||||||||||
Fund/Class |
Total Sales
Charges |
Amount
Retained |
Total Sales
Charges |
Amount
Retained |
Total Sales
Charges |
Amount
Retained |
||||||||||||||||||
Wilmington International Fund Class A |
$ | 646 | | $ | 696 | | $ | 423 | | |||||||||||||||
Wilmington Global Alpha Equities Fund Class A |
$ | 33 | | $ | 33 | | $ | 33 | | |||||||||||||||
Wilmington Real Asset Fund Class A |
$ | 919 | | $ | 722 | | $ | 883 | | |||||||||||||||
Wilmington Diversified Income Fund Class A |
$ | 23,187 | | $ | 28,317 | | $ | 24,308 | | |||||||||||||||
Wilmington Intermediate-Term Bond Fund Class A |
| | $ | | | $ | | | ||||||||||||||||
Wilmington Broad Market Bond Fund Class A |
$ | 579 | | $ | 374 | | $ | 1,817 | | |||||||||||||||
Wilmington Short-Term Bond Fund Class A |
$ | 136 | | $ | 407 | | $ | 141 | | |||||||||||||||
Wilmington Municipal Bond Fund Class A |
$ | 6,207 | | $ | 1,794 | | $ | 3,721 | | |||||||||||||||
Wilmington New York Municipal Bond Fund Class A |
$ | 459 | | $ | 6,221 | | $ | 2,563 | |
EXCHANGING SECURITIES FOR SHARES
You may contact the Distributor to request a purchase of Shares in exchange for securities you own. The Funds reserve the right to determine whether to accept your securities and the minimum market value to accept. The Funds will value your securities in the same manner as it values its assets. This exchange is treated as a sale of your securities for federal tax purposes.
Certain investment professionals may wish to use the transfer agents sub-accounting system to minimize their internal recordkeeping requirements. The transfer agent may charge a fee based on the level of sub-accounting services rendered. Investment professionals holding Shares in a fiduciary, agency, custodial, or similar capacity may charge or pass through sub-accounting fees as part of or in addition to normal trust or agency account fees. They may also charge fees for other services that may be related to the ownership of Shares. This information should, therefore, be read together with any agreement between the customer and the investment professional about the services provided, the fees charged for those services, and any restrictions and limitations imposed.
REDEMPTIONS
Under normal circumstances, each Fund intends to pay Share redemptions in cash. On a less regular basis, a Fund may satisfy redemption requests in cash by borrowing money through drawing on a line of credit from a bank. Each Fund further reserves the right, as described below, to pay the redemption price in whole or in part by a distribution of a Funds portfolio securities. The redemption in kind methods will only be used on special circumstances and may need to be used in stressed market conditions.
41
Because the Funds have elected to be governed by Rule 18f-1 under the 1940 Act, each Fund is obligated to pay Share redemptions to any one shareholder in cash only up to the lesser of $250,000 or 1% of the net assets represented by such Share class during any 90-day period. Any Share redemption payment greater than this amount will also be in cash unless the Funds Board determines that payment should be in kind. In such a case, the Fund will pay all or a portion of the remainder of the redemption in portfolio securities, valued in the same way as the Fund determines its NAV. The portfolio securities will be selected in a manner that the Funds Board deems fair and equitable and, to the extent available, such securities will be readily marketable. The redemption in kind will either be done through a distribution of a pro rata slice of the Funds portfolio of securities, selected individual portfolio securities, or a representative basket of portfolio securities.
Redemption in kind is not as liquid as a cash redemption. If redemption is made in kind, shareholders receiving the portfolio securities and selling them before their maturity could receive less than the redemption value of the securities and could incur certain transaction costs.
VOTING RIGHTS
Each Share of a Fund gives the shareholder one vote in Trustee elections and other matters submitted to shareholders for vote.
All Shares of the Trust have equal voting rights, except that in matters affecting only a particular Fund or class, only Shares of that Fund or class are entitled to vote.
Trustees may be removed by the Board or by shareholders at a special meeting. A special meeting of shareholders will be called by the Board upon the written request of shareholders who own at least 10% of the Trust's outstanding shares of all series entitled to vote.
As of August 1, 2019, the following shareholders owned of record, beneficially, or both, 5% or more of the outstanding shares:
Fund/Class |
Account Name and Address |
% Owned of
Class |
||||||
LARGE-CAP STRATEGY FUND CLASS I |
SEI PRIVATE TRUST COMPANY | 55.24 | ||||||
C/O M&TBANK ID 337 | ||||||||
ATTN: MUTUAL FUND ADMINISTRATOR | ||||||||
ONE FREEDOM VALLEY DRIVE | ||||||||
OAKS, PA 19456 | ||||||||
SEI PRIVATE TRUST COMPANY | 17.51 | |||||||
C/O M&T BANK ID 337 | ||||||||
ATTN: MUTUAL FUNDS ADMINISTRATOR | ||||||||
ONE FREEDOM VALLEY DRIVE | ||||||||
OAKS, PA 19456 | ||||||||
Fund/Class |
Account Name and Address |
% Owned of
Class |
||||||
INTERNATIONAL FUND CLASS I |
SEI PRIVATE TRUST COMPANY | 39.69 | ||||||
C/O M&T BANK ID337 | ||||||||
ATTN: MUTUAL FUNDS ADMINISTRATOR | ||||||||
1 FREEDOM VALLEY DR | ||||||||
OAKS PA 19456-9989 |
42
Fund/Class |
Account Name and Address |
% Owned of
Class |
||||||
SEI PRIVATE TRUST COMPANY | 33.87 | |||||||
C/O M&TBANK ID 337 | ||||||||
ATTN: MUTUAL FUND ADMINISTRATOR | ||||||||
ONE FREEDOM VALLEY DRIVE | ||||||||
OAKS, PA 19456 | ||||||||
GLOBAL ALPHA EQUITIES FUND CLASS A |
PERSHING LLC | 22.54 | ||||||
PO BOX 2052 | ||||||||
JERSEY CITY, NJ 07303-2052 | ||||||||
NATIONAL FINANCIAL SERVICES LLC | 16.15 | |||||||
499 WASHINGTON, BLVD | ||||||||
JERSEY CITY, NJ 07310 | ||||||||
NATIONAL FINANCIAL SERVICES LLC | 15.76 | |||||||
499 WASHINGTON, BLVD | ||||||||
JERSEY CITY, NJ 07310 | ||||||||
NATIONAL FINANCIAL SERVICES LLC | 14.62 | |||||||
499 WASHINGTON, BLVD | ||||||||
JERSEY CITY, NJ 07310 | ||||||||
BNYM IS TRUST CO CUST | 11.22 | |||||||
SALLY HEALY IRA | ||||||||
STAMFORD, CT 06902-3493 | ||||||||
PERSHING LLC | 6.69 | |||||||
P.O. BOX 2052 | ||||||||
JERSEY CITY NJ 07303-9998 |
43
Fund/Class |
Account Name and Address |
% Owned of
Class |
||||||
GLOBAL ALPHA EQUITIES FUND CLASS I |
SEI PRIVATE TRUST COMPANY | 43.95 | ||||||
C/O M&TBANK ID 337 | ||||||||
ATTN: MUTUAL FUND ADMINISTRATOR | ||||||||
ONE FREEDOM VALLEY DRIVE | ||||||||
OAKS, PA 19456 | ||||||||
SEI PRIVATE TRUST COMPANY | 17.62 | |||||||
C/O M&T BANK ID 337 | ||||||||
ATTN: MUTUAL FUND ADMINISTRATOR | ||||||||
ONE FREEDOM VALLEY DRIVE | ||||||||
OAKS, PA 19456 | ||||||||
SEI PRIVATE TRUST COMPANY | 13.47 | |||||||
C/O M&T BANK ID 337 | ||||||||
ATTN: MUTUAL FUND ADMINISTRATOR | ||||||||
ONE FREEDOM VALLEY DR | ||||||||
OAKS, PA 19456 | ||||||||
REAL ASSET FUND CLASS A |
MG TRUST COMPANY FBO |
11.76 | ||||||
CROWN POINT COMMUNITY SCHOOL 403(B) |
||||||||
717 17th STREET |
||||||||
SUITE 1300 |
||||||||
DENVER, CO 80202 |
||||||||
PERSHING LLC |
11.20 | |||||||
PO BOX 2052 |
||||||||
JERSEY CITY, NJ 07303-9998 |
||||||||
PERSHING LLC |
8.40 | |||||||
PO BOX 2052 |
||||||||
JERSEY CITY, NJ 07303-2052 |
||||||||
PERSHING LLC | 6.78 | |||||||
P.O. BOX 2052 | ||||||||
JERSEY CITY, NJ 07303-9998 | ||||||||
REAL ASSET FUND CLASS I |
SEI PRIVATE TRUST COMPANY | 34.50 | ||||||
C/O M&T BANK ID 337 | ||||||||
ATTN: MUTUAL FUND ADMINISTRATOR | ||||||||
ONE FREEDOM VALLEY DRIVE | ||||||||
OAKS, PA 19456 | ||||||||
SEI PRIVATE TRUST COMPANY | 30.95 | |||||||
C/O M&TBANK ID 337 | ||||||||
ATTN: MUTUAL FUND ADMINISTRATOR | ||||||||
ONE FREEDOM VALLEY DRIVE | ||||||||
OAKS, PA 19456 | ||||||||
SEI PRIVATE TRUST COMPANY | 16.36 | |||||||
C/O M&T BANK ID 337 | ||||||||
ATTN: MUTUAL FUNDS ADMINISTRATOR | ||||||||
ONE FREEDOM VALLEY DRIVE | ||||||||
OAKS PA 19456 |
44
Fund/Class |
Account Name and Address |
% Owned of
Class |
||||||
DIVERSIFIED INCOME FUND CLASS I |
SEI PRIVATE TRUST COMPANY | 38.89 | ||||||
C/O M&T BANK ID337 | ||||||||
ATTN: MUTUAL FUNDS ADMINISTRATOR | ||||||||
1 FREEDOM VALLEY DR | ||||||||
OAKS PA 19456-9989 | ||||||||
BNYM IS TRUST CO CUST SEP IRA FBO | 24.55 | |||||||
NICHOLAS A. GIORDANO | ||||||||
BLUE BELL, PA 19422-2554 | ||||||||
PERSHIING LLC | 14.96 | |||||||
P.O. BOX 2052 | ||||||||
JERSEY CITY NJ 07303-9998 | ||||||||
SEI PRIVATE TRUST COMPANY | 13.58 | |||||||
C/O M&T BANK ID337 | ||||||||
ATTN: MUTUAL FUNDS ADMINISTRATOR | ||||||||
1 FREEDOM VALLEY DR | ||||||||
OAKS PA 19456-9989 | ||||||||
PERSHING LLC | 7.80 | |||||||
P.O. BOX 2052 | ||||||||
JERSEY CITY, NJ 07303-9998 | ||||||||
INTERMEDIATE-TERM BOND FUND CLASS A |
UBS FINANCIAL SERVICES INC. FBO | 20.23 | ||||||
FIRST CONGREGATIONAL CHURCH | ||||||||
IN CONCORD NEW HAMPSHIRE | ||||||||
CONCORD NH 03301-5039 | ||||||||
KRISTEN R. WARD | 10.26 | |||||||
HOLLIDAYSBURG PA 16648-2929 | ||||||||
PERSHING LLC | 7.06 | |||||||
PO BOX 2052 | ||||||||
JERSEY CITY, NJ 07303-2052 | ||||||||
TD AMERITRADE FBO | 5.29 | |||||||
PAULINE STICCA | ||||||||
HARRISON NY 10528-2949 | ||||||||
PERSHING LLC | 5.29 | |||||||
PO BOX 2052 | ||||||||
JERSEY CITY NJ 07303-2052 | ||||||||
INTERMEDIATE-TERM BOND FUND CLASS I |
SEI PRIVATE TRUST COMPANY | 47.04 | ||||||
C/O M&TBANK ID 337 | ||||||||
ATTN: MUTUAL FUND ADMINISTRATOR | ||||||||
ONE FREEDOM VALLEY DRIVE | ||||||||
OAKS, PA 19456 | ||||||||
T ROWE PRICE RETIREMENT PLAN | 28.79 | |||||||
4515 PAINTERS MILL RD | ||||||||
OWINGS MILLS MD 21117-4903 | ||||||||
SEI PRIVATE TRUST COMPANY | 11.97 | |||||||
C/O M&T BANK ID337 | ||||||||
ATTN: MUTUAL FUNDS ADMINISTRATOR | ||||||||
1 FREEDOM VALLEY DR | ||||||||
OAKS PA 19456-9989 | ||||||||
SEI PRIVATE TRUST COMPANY | 7.10 | |||||||
C/O M&TBANK ID 337 | ||||||||
ATTN: MUTUAL FUND ADMINISTRATOR | ||||||||
ONE FREEDOM VALLEY DRIVE | ||||||||
OAKS, PA 19456 |
45
Fund/Class |
Account Name and Address |
% Owned of
Class |
||||||
BROAD MARKET BOND FUND CLASS A |
PERSHING LLC | 8.31 | ||||||
P.O. BOX 2052 | ||||||||
JERSEY CITY, NJ 07303-9998 | ||||||||
BROAD MARKET BOND FUND CLASS I |
SEI PRIVATE TRUST COMPANY | 33.11 | ||||||
C/O M&T BANK ID337 | ||||||||
ATTN: MUTUAL FUNDS ADMINISTRATOR | ||||||||
1 FREEDOM VALLEY DR | ||||||||
OAKS PA 19456-9989 | ||||||||
SEI PRIVATE TRUST COMPANY | 12.42 | |||||||
C/O M&T BANK ID337 | ||||||||
ATTN: MUTUAL FUNDS ADMINISTRATOR | ||||||||
1 FREEDOM VALLEY DR | ||||||||
OAKS PA 19456-9989 | ||||||||
SEI PRIVATE TRUST COMPANY | 8.82 | |||||||
C/O M&T BANK ID337 | ||||||||
ATTN: MUTUAL FUNDS ADMINISTRATOR | ||||||||
1 FREEDOM VALLEY DR | ||||||||
OAKS PA 19456-9989 | ||||||||
SHORT-TERM BOND FUND CLASS A |
PERSHING LLC | 7.81 | ||||||
P.O. BOX 2052 | ||||||||
JERSEY CITY, NJ 07303-9998 | ||||||||
PERSHING LLC | 7.70 | |||||||
P.O. BOX 2052 | ||||||||
JERSEY CITY, NJ 07303-9998 | ||||||||
PERSHING LLC | 7.14 | |||||||
P.O. BOX 2052 | ||||||||
JERSEY CITY, NJ 07303-9998 | ||||||||
PERSHING LLC | 6.23 | |||||||
P.O. BOX 2052 | ||||||||
JERSEY CITY, NJ 07303-9998 | ||||||||
SHORT-TERM BOND FUND CLASS I |
T. ROWE PRICE RETIREMENT PLAN | 60.90 | ||||||
4515 PAINTERS MILL ROAD | ||||||||
OWINGS MILLS, MD 21117-4903 | ||||||||
SEI PRIVATE TRUST COMPANY | 18.39 | |||||||
C/O M&T BANK ID337 | ||||||||
ATTN: MUTUAL FUNDS ADMINISTRATOR | ||||||||
1 FREEDOM VALLEY DR | ||||||||
OAKS PA 19456-9989 |
46
Fund/Class |
Account Name and Address |
% Owned of
Class |
||||||
SEI PRIVATE TRUST COMPANY | 9.92 | |||||||
C/O M&T BANK ID337 | ||||||||
ATTN: MUTUAL FUNDS ADMINISTRATOR | ||||||||
1 FREEDOM VALLEY DR | ||||||||
OAKS PA 19456-9989 | ||||||||
SEI PRIVATE TRUST COMPANY | 6.41 | |||||||
C/O M&T BANK ID337 | ||||||||
ATTN: MUTUAL FUNDS ADMINISTRATOR | ||||||||
1 FREEDOM VALLEY DR | ||||||||
OAKS PA 19456-9989 | ||||||||
MUNICIPAL BOND FUND CLASS A |
PERSHING LLC | 6.20 | ||||||
P.O. BOX 2052 | ||||||||
JERSEY CITY, NJ 07303-2052 | ||||||||
MUNICIPAL BOND FUND CLASS I |
SEI PRIVATE TRUST COMPANY | 62.96 | ||||||
C/O M&TBANK ID 337 | ||||||||
ATTN: MUTUAL FUND ADMINISTRATOR | ||||||||
ONE FREEDOM VALLEY DRIVE | ||||||||
OAKS, PA 19456 | ||||||||
SEI PRIVATE TRUST COMPANY | 13.81 | |||||||
C/O M&T BANK ID337 | ||||||||
ATTN: MUTUAL FUNDS ADMINISTRATOR | ||||||||
1 FREEDOM VALLEY DR | ||||||||
OAKS PA 19456-9989 | ||||||||
NEW YORK MUNICIPAL BOND FUND CLASS A |
VANGUARD BROKERAGE SERVICES |
12.72 | ||||||
PO BOX 1170 | ||||||||
VALLEY FORGE PA 19482-1170 | ||||||||
NEW YORK MUNICIPAL BOND FUND CLASS I |
SEI PRIVATE TRUST COMPANY | 16.53 | ||||||
C/O M&T BANK ID337 | ||||||||
ATTN: MUTUAL FUNDS ADMINISTRATOR | ||||||||
1 FREEDOM VALLEY DR | ||||||||
OAKS PA 19456-9989 |
47
Fund/Class |
Account Name and Address |
% Owned of
Class |
||||||
SEI PRIVATE TRUST COMPANY | 12.59 | |||||||
C/O M&T BANK ID337 | ||||||||
ATTN: MUTUAL FUNDS ADMINISTRATOR | ||||||||
1 FREEDOM VALLEY DR | ||||||||
OAKS PA 19456-9989 | ||||||||
SEI PRIVATE TRUST COMPANY | 5.60 | |||||||
C/O M&T BANK ID337 | ||||||||
ATTN: MUTUAL FUNDS ADMINISTRATOR | ||||||||
1 FREEDOM VALLEY DR | ||||||||
OAKS PA 19456-9989 | ||||||||
U.S. GOVERNMENT MONEY MARKET FUND SERVICE CLASS |
MANUFACTURERS & TRADERS | 66.56 | ||||||
TICE & CO 8TH FLOOR | ||||||||
ATTN TR DEPT CASH MGMT CLERK | ||||||||
PO BOX 1377 | ||||||||
BUFFALO NY 14240-1377 | ||||||||
PERSHING LLC | 32.09 | |||||||
AS AGENT FOR BROKERAGE CUSTOMERS | ||||||||
ATTN: CASH MANAGEMENT | ||||||||
1 PERSHING PLAZA | ||||||||
JERSEY CITY, NJ 07399-0002 | ||||||||
U.S. GOVERNMENT MONEY MARKET ADMININSTRATIVE CLASS |
MANUFACTURERS & TRADERS | 100.00 | ||||||
TICE & CO 8TH FLOOR | ||||||||
ATTN TR DEPT CASH MGMT CLERK | ||||||||
PO BOX 1377 | ||||||||
BUFFALO NY 14240-1377 | ||||||||
U.S. GOVERNMENT MONEY MARKET FUND SELECT CLASS |
MANUFACTURERS & TRADERS | 81.75 | ||||||
TICE & CO 8TH FLOOR | ||||||||
ATTN TR DEPT CASH MGMT CLERK | ||||||||
PO BOX 1377 | ||||||||
BUFFALO NY 14240-1377 | ||||||||
M&T BANK | 8.88 | |||||||
COMMERICAL SWEEP ACCOUNTS | ||||||||
ATTN: SWEEP OPERATIONS | ||||||||
626 COMMERCE DR | ||||||||
AMHERST NY 14228-2307 | ||||||||
PERSHING LLC | 8.26 | |||||||
FOR EXCLUSIVE BENEFIT OF | ||||||||
ITS CUSTOMERS | ||||||||
1 PERSHING PLZ | ||||||||
JERSEY CITY, NJ 07399-0002 |
48
Fund/Class |
Account Name and Address |
% Owned of
Class |
||||||
U.S. GOVERNMENT MONEY MARKET FUND INSTITUTIONAL CLASS |
MANUFACTURERS & TRADERS | 98.72 | ||||||
TICE & CO 8TH FLOOR | ||||||||
ATTN TR DEPT CASH MGMT CLERK | ||||||||
PO BOX 1377 | ||||||||
BUFFALO NY 14240-1377 | ||||||||
U.S. TREASURY MONEY MARKET FUND SERVICE CLASS |
ARTHUR P. HERMAN |
62.55 | ||||||
SAN FRANCISCO CA 94118-1204 |
||||||||
ROBERT H. ARNOLD |
37.45 | |||||||
NEW YORK, NY 10021 |
||||||||
U.S. TREASURY MONEY MARKET FUND ADMINISTRATIVE CLASS |
MANUFACTURERS & TRADERS | 98.77 | ||||||
TICE & CO 8TH FLOOR | ||||||||
ATTN TR DEPT CASH MGMT CLERK | ||||||||
PO BOX 1377 | ||||||||
BUFFALO NY 14240-1377 | ||||||||
U.S. TREASURY MONEY MARKET FUND SELECT CLASS |
M&T BANK | 49.47 | ||||||
COMMERICAL SWEEP ACCOUNTS | ||||||||
ATTN: SWEEP OPERATIONS | ||||||||
626 COMMERCE DR | ||||||||
AMHERST NY 14228-2307 | ||||||||
MANUFACTURERS & TRADERS | 40.04 | |||||||
TICE & CO 8TH FLOOR | ||||||||
ATTN TR DEPT CASH MGMT CLERK | ||||||||
PO BOX 1377 | ||||||||
BUFFALO NY 14240-1377 |
49
Shareholders owning 25% or more of outstanding shares may be in control and be able to affect the outcome of certain matters presented for a vote of shareholders.
Shareholder |
Fund and % Owned |
|
SEI Private Trust Co, C/ O M&T Bank, One Freedom Valley Drive, Oaks, PA 19456 |
Broad Market Bond Fund, Class I 54.35% International Fund, Class I 73.56% Real Asset Fund, Class I 81.81% Intermediate-Term Bond Fund, Class I 66.11% Large-Cap Strategy Fund, Class I 72.75% Municipal Bond Fund, Class I 76.77% Global Alpha Equities Fund, Class I 75.04% Diversified Income Fund, Class I 52.47% Short-Term Bond Fund, Class I 34.72% New York Municipal Bond Fund, Class I 34.72% |
|
T Rowe Price Retirement Plan, 4515 Painters Mill Rd, Owings Mills, MD 21117 |
Short-Term Bond Fund, Class I 60.90% Intermediate-Term Bond Fund, Class I 28.79% |
50
Shareholder |
Fund and % Owned |
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Manufacturers & Traders Trust Co. TICE & Co., PO Box 1377, Buffalo, NY 14240 |
U.S. Government Money Market Fund, Administrative Class 100% U.S. Government Money Market Fund, Service Class 66.56% U.S. Government Money Market Fund, Select Class 81.75% U.S. Government Money Market Fund, Institutional Class 98.72% U.S. Treasury Money Market Fund, Administrative Class 98.77% U.S. Treasury Money Market Fund, Select Class 40.04% |
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Arthur P. Herman, San Francisco, CA 94118-1204 |
U.S. Treasury Money Market Fund, Service Class 62.55% | |
Pershing AS Agent For Brokerage Customers, ATTN: Cash Management 1 Pershing PLZ Jersey City, NJ 07399-0002 |
U.S. Government Money Market Fund, Service Class 32.09% Short-Term Bond Fund, Class A 28.88% Real Asset Fund, Class A 26.38% |
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Robert H. Arnold, New York, NY 10021 |
U.S. Treasury Money Market Fund, Service Class 37.45% |
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National Financial, 499 Washington, Blvd Jersey City, NJ 07310 |
Global Alpha Equities Fund, Class A 46.53% | |
M&T Bank Commercial Sweep Accounts Attn: Sweep Operations, 626 Commerce Drive Amherst, NY 14228-2307 |
U.S. Treasury Money Market Fund, Select Class 49.47% |
Disclosures
Pershing
Pershing LLC is a single member Delaware Limited Liability Company and a wholly owned subsidiary of Pershing Group LLS (parent) which is a wholly owned subsidiary of The Bank of New York Mellon Corporation (BNYM).
Manufacturers & Traders
Manufacturers and Traders Trust Company (M&T Bank).
The following is a summary of certain additional tax considerations generally affecting a Fund (sometimes referred to as the Fund) and its shareholders that are not described in the Prospectus. No attempt is made to present a detailed explanation of the tax treatment of the Fund or its shareholders, and the discussion here and in the Prospectus is not intended as a substitute for careful tax planning.
This Tax Information section is based on the Code and applicable regulations in effect on the date of this SAI. Future legislative, regulatory or administrative changes, including provisions of current law that sunset and thereafter no longer apply, or court decisions may significantly change the tax rules applicable to the Fund and its shareholders. Any of these changes or court decisions may have a retroactive effect.
This is for general information only and not tax advice. All investors should consult their own tax advisors as to the federal, state, local and foreign tax provisions applicable to them.
TAXATION OF THE FUND
The Funds have elected and intend to qualify, or, if newly organized, intend to elect and qualify, each year as a regulated investment company (sometimes referred to as a RIC or fund) under Subchapter M of the Code. If the Fund so qualifies, the Fund will not be subject to federal income tax on the portion of its investment company taxable income (that is, generally, taxable interest, dividends, net short-term capital gains, and other taxable ordinary income, net of expenses, without regard to the deduction for dividends paid) and net capital gain (that is, the excess of net long-term capital gains over net short-term capital losses) that it distributes to shareholders.
Qualification as a Regulated Investment Company
In order to qualify for treatment as a regulated investment company, the Fund must satisfy the following requirements:
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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). |
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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). |
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Asset Diversification Test the Fund must satisfy the following asset diversification test at the close of each quarter of the Funds tax year: (1) at least 50% of the value of the Funds assets must consist of cash and cash items, U.S. Government securities, securities of other regulated investment companies, and securities of other issuers (as to which the Fund has not invested more than 5% of the value of the Funds total assets in securities of an issuer and as to which the Fund does not hold more than 10% of the outstanding voting securities of the issuer); and (2) no more than 25% of the value of the Funds total assets may be invested in the securities of any one issuer (other than U.S. Government securities or securities of other regulated investment companies) or of two or more issuers which the Fund controls and which are engaged in the same or similar trades or businesses, or, in the securities of one or more QPTPs. |
In some circumstances, the character and timing of income realized by the Fund for purposes of the Income Requirement or the identification of the issuer for purposes of the Asset Diversification Test is uncertain under current law with respect to a particular investment, and an adverse determination or future guidance by the IRS with respect to such type of investment may adversely affect the Funds ability to satisfy these requirements. See, Tax Treatment of Portfolio Transactions below with respect to the application of these requirements to certain types of investments. In other circumstances, the Fund may be required to sell portfolio holdings in order to meet the Income Requirement, Distribution Requirement, or Asset Diversification Test, which may have a negative impact on the Funds income and performance.
The Fund may use equalization accounting (in lieu of making some cash distributions) in determining the portion of its income and gains that has been distributed. If the Fund uses equalization accounting, it will allocate a portion of its undistributed investment company taxable income and net capital gain to redemptions of Fund shares and will correspondingly reduce the amount of such income and gains that it distributes in cash. If the IRS determines that the Funds allocation is improper and that the Fund has under-distributed its income and gain for any taxable year, the Fund may be liable for federal income and/or excise tax. If, as a result of such adjustment, the Fund fails to satisfy the Distribution Requirement, the Fund will not qualify that year as a regulated investment company the effect of which is described in the following paragraph.
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 the applicable corporate income tax rate without any deduction for dividends paid to shareholders, and the dividends would be taxable to the shareholders as ordinary income (or possibly as qualified dividend income) to the extent of the Funds current and accumulated earnings and profits. Failure to qualify as a regulated investment company would thus have a negative impact on the Funds income and performance. Subject to savings provisions for certain failures to satisfy the Income Requirement or Asset Diversification Test, which, in general, are limited to those due to reasonable cause and not willful neglect, it is possible that the Fund will not qualify as a regulated investment company in any given tax year. Even if such savings provisions apply, the Fund may be subject to a monetary sanction of $50,000 or more. Moreover, the Board reserves the right not to maintain the qualification of the Fund as a regulated investment company if it determines such a course of action to be beneficial to shareholders.
Portfolio Turnover
For investors that hold their Fund shares in a taxable account, a high portfolio turnover rate (except in a money market fund that maintains a stable net asset value) may result in higher taxes. This is because a fund with a high turnover rate is likely to accelerate the recognition of capital gains and more of such gains are likely to be taxable as short-term rather than long-term capital gains in contrast to a comparable fund with a low turnover rate. Any such higher taxes would reduce the Funds after-tax performance. See, Taxation of Fund Distributions Distributions of Capital Gains below. For non-U.S. investors, any such acceleration of the recognition of capital gains that results in more short-term and less long-term capital gains being recognized by the Fund may cause such investors to be subject to increased U.S. withholding taxes. See, Non-U.S. Investors Capital Gain Dividends and Interest-Related Dividends and Short-Term Capital Gain Dividends below.
Capital Loss Carryovers
The capital losses of the Fund, if any, do not flow through to shareholders. Rather, the Fund may use its capital losses, subject to applicable limitations, to offset its capital gains without being required to pay taxes on or distribute to shareholders such gains that are offset by the losses. 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
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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. Additionally, if the Fund engages in a tax-free reorganization with another fund, the effect of these and other rules not discussed herein may be to disallow or postpone the use by the Fund of its capital loss carryovers (including any current year losses and built-in losses when realized) to offset its own gains or those of the other fund, or vice versa, thereby reducing the tax benefits Fund shareholders would otherwise have enjoyed from use of such capital loss carryovers.
Deferral of Late Year Losses
The Fund may elect to treat part or all of any qualified late year loss as if it had been incurred in the succeeding taxable year in determining the Funds taxable income, net capital gain, net short-term capital gain, and earnings and profits. The effect of this election is to treat any such qualified late year loss as if it had been incurred in the succeeding taxable year in characterizing Fund distributions for any calendar year (see, Taxation of Fund Distributions Distributions of Capital Gains below). A qualified late year loss includes:
(i) |
any net capital loss incurred after October 31 of the current taxable year, or, if there is no such loss, any net long-term capital loss or any net short-term capital loss incurred after October 31 of the current taxable year (post-October capital losses), and |
(ii) |
the sum of (1) the excess, if any, of (a) specified losses incurred after October 31 of the current taxable year, over (b) specified gains incurred after October 31 of the current taxable year and (2) the excess, if any, of (a) ordinary losses incurred after December 31 of the current taxable year, over (b) the ordinary income incurred after December 31 of the current taxable year. |
The terms specified losses and specified gains mean ordinary losses and gains from the sale, exchange, or other disposition of property (including the termination of a position with respect to such property), foreign currency losses and gains, and losses and gains resulting from holding stock in a passive foreign investment company (PFIC) for which a mark-to-market election is in effect. The terms ordinary losses and ordinary income mean other ordinary losses and income that are not described in the preceding sentence.
Undistributed Capital Gains
The Fund may retain or distribute to shareholders its net capital gain for each taxable year. The Fund currently intends to distribute net capital gains. If the Fund elects to retain its net capital gain, the Fund will be taxed thereon (except to the extent of any available capital loss carryovers) at the applicable corporate income tax rate. If the Fund elects to retain its net capital gain, it is expected that the Fund also will elect to have shareholders treated as if each received a distribution of its pro rata share of such gain, with the result that each shareholder will be required to report its pro rata share of such gain on its tax return as long-term capital gain, will receive a refundable tax credit for its pro rata share of tax paid by the Fund on the gain, and will increase the tax basis for its shares by an amount equal to the deemed distribution less the tax credit.
Asset Allocation Funds
If the Fund invests in underlying funds, distributions by the underlying funds, redemptions of shares in the underlying funds and changes in asset allocations may result in taxable distributions to shareholders of ordinary income or capital gains. The Fund generally will not be able to currently offset gains realized by one underlying fund in which the Fund invests against losses realized by another
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underlying fund. If shares of an underlying fund are purchased within 30 days before or after redeeming at a loss other shares of that underlying fund (whether pursuant to a rebalancing of the Funds portfolio or otherwise), all or a part of the loss will not be deductible by the Fund and instead will increase its basis for the newly purchased shares. Also, unless the Fund is a qualified fund of funds discussed below, the Fund (a) is not eligible to pass-through to shareholders foreign tax credits from an underlying fund that pays foreign income taxes (see, Taxation of Fund Distributions Pass-through of foreign tax credits below), (b) is not eligible to pass-through to shareholders exempt-interest dividends from an underlying fund, and (c) dividends paid by the Fund from interest earned by an underlying fund on U.S. government obligations is unlikely to be exempt from state and local income tax (see, U.S. government securities below). However, the Fund is eligible to pass-through to shareholders qualified dividends earned by an underlying fund (see, Taxation of Fund Distributions Qualified Dividend Income for Individuals and Corporate Dividends-Received Deduction below). A qualified fund of funds, i.e. a fund at least 50 percent of the value of the total assets of which (at the close of each quarter of the taxable year) is represented by interests in other RICs, is eligible to pass-through to shareholders (a) foreign tax credits and (b) exempt-interest dividends.
Federal Excise Tax
To avoid a 4% non-deductible excise tax, the Fund must distribute by December 31 of each year an amount equal to at least: (1) 98% of its ordinary income for the calendar year, (2) 98.2% of capital gain net income (that is, the excess of the gains from sales or exchanges of capital assets over the losses from such sales or exchanges) for the one-year period ended on October 31 of such calendar year, and (3) any prior year undistributed ordinary income and capital gain net income. The Fund may elect to defer to the following year any net ordinary loss incurred for the portion of the calendar year which is after the beginning of the Funds taxable year. Also, the Fund will defer any specified gain or specified loss which would be properly taken into account for the portion of the calendar year after October 31. Any net ordinary loss, specified gain, or specified loss deferred shall be treated as arising on January 1 of the following calendar year. Generally, the Fund intends to make sufficient distributions prior to the end of each calendar year to avoid any material liability for federal income and excise tax, but can give no assurances that all or a portion of such liability will be avoided. In addition, under certain circumstances, temporary timing or permanent differences in the realization of income and expense for book and tax purposes can result in the Fund having to pay an excise tax.
Foreign Income Tax
Investment income received by the Fund from sources within foreign countries may be subject to foreign income tax withheld at the source and the amount of tax withheld generally will be treated as an expense of the Fund. The United States has entered into tax treaties with many foreign countries which entitle the Fund to a reduced rate of, or exemption from, tax on such income. Some countries require the filing of a tax reclaim or other forms to receive the benefit of the reduced tax rate; whether or when the Fund will receive the tax reclaim is within the control of the individual country. Information required on these forms may not be available such as shareholder information; therefore, the Fund may not receive the reduced treaty rates or potential reclaims. Other countries have conflicting and changing instructions and restrictive timing requirements which may cause the Fund not to receive the reduced treaty rates or potential reclaims. Other countries may subject capital gains realized by the Fund on sale or disposition of securities of that country to taxation. It is impossible to determine the effective rate of foreign tax in advance since the amount of the Funds assets to be invested in various countries is not known. Under certain circumstances, the Fund may elect to pass-through foreign taxes paid to the Fund to shareholders, although it reserves the right not to do so. If the Fund makes such an election and obtains a refund of foreign taxes paid by the Fund in a prior year, the Fund may be eligible to reduce the amount of foreign taxes reported by the Fund to its shareholders, generally by the amount of the foreign taxes refunded, for the year in which the refund is received.
TAXATION OF FUND DISTRIBUTIONS (ALL FUNDS)
The Fund anticipates distributing substantially all of its investment company taxable income and net capital gain for each taxable year. Distributions by the Fund will be treated in the manner described below regardless of whether such distributions are paid in cash or reinvested in additional shares of the Fund (or of another fund). The Fund will send you information annually as to the federal income tax consequences of distributions made (or deemed made) during the year.
Distributions of Net Investment Income
The Fund receives ordinary income generally in the form of dividends and/or interest on its investments. The Fund may also recognize ordinary income from other sources, including, but not limited to, certain gains on foreign currency-related transactions. This income, less expenses incurred in the operation of the Fund, constitutes the Funds net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income generally are taxable as ordinary income to the extent of the Funds earnings and profits. In the case of a Fund whose strategy includes investing in stocks of corporations, a portion of the income dividends paid to you may be qualified dividends eligible to be taxed at reduced rates. See the discussion below under the headings, Qualified Dividend Income for Individuals and Corporate Dividends-Received Deduction.
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Distributions of Capital Gains
The Fund may derive capital gain and loss in connection with sales or other dispositions of its portfolio securities. Distributions derived from the excess of net short-term capital gain over net long-term capital loss will be taxable to you as ordinary income. Distributions paid from the excess of net long-term capital gain over net short-term capital loss will be taxable to you as long-term capital gain, regardless of how long you have held your shares in the Fund. Any net short-term or long-term capital gain realized by the Fund (net of any capital loss carryovers) generally will be distributed once each year and may be distributed more frequently, if necessary, in order to reduce or eliminate federal excise or income taxes on the Fund. The Money Market Funds do not expect to realize any long-term capital gains or losses.
Maintaining a $1 share price Money Market Funds
Gains and losses on the sale of portfolio securities and unrealized appreciation or depreciation in the value of these securities may require the Fund to adjust its dividends to maintain its $1 share price. This procedure may result in under- or over-distributions by the Fund of its net investment income. This in turn may result in return of capital distributions, the effect of which is described in the following paragraph.
Return of Capital Distributions
Distributions by the Fund that are not paid from earnings and profits will be treated as a return of capital to the extent of (and in reduction of) the shareholders tax basis in his shares; any excess will be treated as gain from the sale of his shares. Thus, the portion of a distribution that constitutes a return of capital will decrease the shareholders tax basis in his Fund shares (but not below zero), and will result in an increase in the amount of gain (or decrease in the amount of loss) that will be recognized by the shareholder for tax purposes on the later sale of such Fund shares. Return of capital distributions can occur for a number of reasons including, among others, the Fund over-estimates the income to be received from certain investments such as those classified as partnerships or REITs (see, Tax Treatment of Portfolio Transactions Investments in U.S. REITs below).
Qualified Dividend Income for Individuals
Ordinary income dividends reported by the Fund to shareholders as derived from qualified dividend income will be taxed in the hands of individuals and other noncorporate shareholders at the rates applicable to long-term capital gain. Qualified dividend income means dividends paid to the Fund (a) by domestic corporations, (b) by foreign corporations that are either (i) incorporated in a possession of the United States, or (ii) are eligible for benefits under certain income tax treaties with the United States that include an exchange of information program, or (c) with respect to stock of a foreign corporation that is readily tradable on an established securities market in the United States. Both the Fund and the investor must meet certain holding period requirements to qualify Fund dividends for this treatment. Specifically, the Fund must hold the stock for at least 61 days during the 121-day period beginning 60 days before the stock becomes ex-dividend. Similarly, investors must hold their Fund shares for at least 61 days during the 121-day period beginning 60 days before the Fund distribution goes ex-dividend. Income derived from investments in derivatives, fixed-income securities, U.S. REITs, PFICs, and income received in lieu of dividends in a securities lending transaction generally is not eligible for treatment as qualified dividend income. If the qualifying dividend income received by the Fund is equal to or greater than 95% of the Funds gross income (exclusive of net capital gain) in any taxable year, all of the ordinary income dividends paid by the Fund will be qualifying dividend income.
Corporate Dividends-Received Deduction
For corporate shareholders, a portion of the dividends paid by the Fund may qualify for the 70% corporate dividends-received deduction. The portion of dividends paid by the Fund that so qualifies will be reported by the Fund to shareholders each year and cannot exceed the gross amount of dividends received by the Fund from domestic (U.S.) corporations. The availability of the dividends-received deduction is subject to certain holding period and debt financing restrictions that apply to both the Fund and the investor. Specifically, the amount that the Fund may report as eligible for the dividends-received deduction will be reduced or eliminated if the shares on which the dividends earned by the Fund were debt-financed or held by the Fund for less than a minimum period of time, generally 46 days during a 91-day period beginning 45 days before the stock becomes ex-dividend. Similarly, if your Fund shares are debt-financed or held by you for less than a 46-day period then the dividends-received deduction for Fund dividends on your shares may also be reduced or eliminated. Even if reported as dividends eligible for the dividends-received deduction, all dividends (including any deducted portion) must be included in your alternative minimum taxable income calculation (under 2017 legislation commonly known as the Tax Cuts and Jobs Act (TCJA), corporations are no longer subject to the alternative minimum tax for taxable years of the corporation beginning after December 31, 2017). Income derived by the Fund from investments in derivatives, fixed-income and foreign securities generally is not eligible for this treatment.
Qualified REIT Dividends
Under 2017 legislation commonly known as the Tax Cuts and Jobs Act (TCJA) qualified REIT dividends (i.e., ordinary REIT dividends other than capital gain dividends and portions of REIT dividends designated as qualified dividend income) are treated as eligible for a 20% deduction by noncorporate taxpayers. This deduction, if allowed in full, equates to a maximum effective tax rate of 29.6% (37% top rate applied to income after 20% deduction). Proposed regulations issued by the IRS, which can be relied upon currently, enable the Fund to pass through the special character of qualified REIT dividends to its shareholders. The amount of a RICs dividends eligible for the 20% deduction for a taxable year is limited to the excess of the RICs qualified REIT dividends for the taxable year over allocable expenses. A noncorporate shareholder receiving such dividends would treat them as eligible for the 20% deduction, provided the shareholder meets certain holding period requirements for its shares in the RIC (i.e., generally, RIC shares must be held by the shareholder for more than 45 days during the 91-day period beginning on the date that is 45 days before the date on which the shares become ex-dividend with respect to such dividend).
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Impact of Realized but Undistributed Income and Gains, and Net Unrealized Appreciation of Portfolio Securities
At the time of your purchase of shares (except in a money market fund that maintains a stable net asset value), the Funds net asset value may reflect undistributed income, undistributed capital gains, or net unrealized appreciation of portfolio securities held by the Fund. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable, and would be taxed as ordinary income (some portion of which may be taxed as qualified dividend income), capital gains, or some combination of both, unless you are investing through a tax-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, or if the Fund is a qualified fund of funds (i.e., a fund at least 50 percent of the value of the total assets of which, at the close of each quarter of the taxable year, is represented by interests in other RICs), the Fund may elect to pass through to you your pro rata share of foreign taxes paid by the Fund. If this election is made, the Fund may report more taxable income to you than it actually distributes. You will then be entitled either to deduct your share of these taxes in computing your taxable income, or to claim a foreign tax credit for these taxes against your U.S. federal income tax (subject to limitations for certain shareholders). The Fund will provide you with the information necessary to claim this deduction or credit on your personal income tax return if it makes this election. No deduction for foreign tax may be claimed by a noncorporate shareholder who does not itemize deductions or who is subject to the AMT. Shareholders may be unable to claim a credit for the full amount of their proportionate shares of the foreign income tax paid by the Fund due to certain limitations that may apply. The Fund reserves the right not to pass through to its shareholders the amount of foreign income taxes paid by the Fund. Additionally, any foreign tax withheld on payments made in lieu of dividends or interest will not qualify for the pass-through of foreign tax credits to shareholders. See, Tax Treatment of Portfolio Transactions Securities Lending below.
Tax Credit Bonds
If the Fund holds, directly or indirectly, one or more tax credit bonds (including build America bonds, clean renewable energy bonds and qualified tax credit bonds) on one or more applicable dates during a taxable year, the Fund may elect to permit its shareholders to claim a tax credit on their income tax returns equal to each shareholders proportionate share of tax credits from the applicable bonds that otherwise would be allowed to the Fund. In such a case, shareholders must include in gross income (as interest) their proportionate share of the income attributable to their proportionate share of those offsetting tax credits. A shareholders ability to claim a tax credit associated with one or more tax credit bonds may be subject to certain limitations imposed by the Code (under the TCJA, build America bonds, clean renewable energy bonds and certain other qualified bonds may no loner be issued after December 31, 2017). Even if the Fund is eligible to pass through tax credits to shareholders, the Fund may choose not to do so.
U.S. Government Securities
Income earned on certain U.S. government obligations is exempt from state and local personal income taxes if earned directly by you. States also grant tax-free status to dividends paid to you from interest earned on direct obligations of the U.S. government, subject in some states to minimum investment or reporting requirements that must be met by the Fund. Income on investments by the Fund in certain other obligations, such as repurchase agreements collateralized by U.S. government obligations, commercial paper and federal agency-backed obligations (e.g., GNMA or FNMA obligations) generally does not qualify for tax-free treatment. The rules on exclusion of this income are different for corporations. If the Fund is a fund of funds, see, Taxation of the Fund Asset Allocation Funds above.
Dividends Declared in December and Paid in January
Ordinarily, shareholders are required to take distributions by the Fund into account in the year in which the distributions are made. However, dividends declared in October, November or December of any year and payable to shareholders of record on a specified date in such a month will be deemed to have been received by the shareholders (and made by the Fund) on December 31 of such calendar year if such dividends are actually paid in January of the following year. Shareholders will be advised annually as to the U.S. federal income tax consequences of distributions made (or deemed made) during the year in accordance with the guidance that has been provided by the IRS.
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.
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In the case of an individual, the tax will be imposed on the lesser of (1) the shareholders net investment income or (2) the amount by which the shareholders modified adjusted gross income exceeds $250,000 (if the shareholder is married and filing jointly or a surviving spouse), $125,000 (if the shareholder is married and filing separately) or $200,000 (in any other case). Net investment income does not include exempt-interest dividends. This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return.
TAXATION OF FUND DISTRIBUTIONS (TAX-EXEMPT FUNDS ONLY)
The Municipal Bond Fund and New York Municipal Bond Fund (Tax-Exempt Funds) each intend to qualify each year to pay exempt-interest dividends by satisfying the requirement that at the close of each quarter of the Funds taxable year at least 50% of the Funds total assets consists of municipal securities, which are exempt from federal income tax.
Exempt-Interest Dividends
Distributions from the Fund will constitute exempt-interest dividends to the extent of the Funds tax-exempt interest income (net of allocable expenses and amortized bond premium). Exempt-interest dividends distributed to shareholders of the Fund are excluded from gross income for federal income tax purposes. However, shareholders required to file a federal income tax return will be required to report the receipt of exempt-interest dividends on their returns. Moreover, while exempt-interest dividends are excluded from gross income for federal income tax purposes, they may be subject to AMT in certain circumstances and may have other collateral tax consequences as discussed below (under the TCJA, corporations are no longer subject to the alternative minimum tax for taxable years beginning after December 31, 2017).
Distributions of Ordinary Income and Capital Gains
Any gain or loss from the sale or other disposition of a tax-exempt security generally is treated as either long-term or short-term capital gain or loss, depending upon its holding period, and is fully taxable. However, gain recognized from the sale or other disposition of a tax-exempt security purchased after April 30, 1993, will be treated as ordinary income to the extent of the accrued market discount on such security. Distributions by the Fund of ordinary income and capital gains will be taxable to shareholders as discussed above under Taxation of Fund Distributions.
Alternative Minimum tax Private Activity Bonds
AMT is imposed in addition to, but only to the extent it exceeds, the regular tax and is computed at a maximum rate of 28% for non-corporate taxpayers on the excess of the taxpayers alternative minimum taxable income (AMTI) over an exemption amount. Exempt-interest dividends derived from certain private activity municipal securities issued after August 7, 1986 generally will constitute an item of tax preference includable in AMTI for both corporate and non-corporate taxpayers. However, tax-exempt interest on private activity bonds issued in 2009 and 2010 is not an item of tax preference for purposes of the AMT.
Effect on Taxation of Social Security Benefits; Denial of Interest Deduction; Substantial Users
Exempt-interest dividends must be taken into account in computing the portion, if any, of social security or railroad retirement benefits that must be included in an individual shareholders gross income subject to federal income tax. Further, a shareholder of the Fund is denied a deduction for interest on indebtedness incurred or continued to purchase or carry shares of the Fund. Moreover, a shareholder who is (or is related to) a substantial user of a facility financed by industrial development bonds held by the Fund will likely be subject to tax on dividends paid by the Fund which are derived from interest on such bonds. Receipt of exempt-interest dividends may result in other collateral federal income tax consequences to certain taxpayers, including financial institutions, property and casualty insurance companies and foreign corporations engaged in a trade or business in the United States.
Exemption from State Tax
To the extent that exempt-interest dividends are derived from interest on obligations of a state or its political subdivisions, or from interest on qualifying U.S. territorial obligations (including qualifying obligations of Puerto Rico, the U.S. Virgin Islands, and Guam), they also may be exempt from that states personal income taxes. Shareholders in a qualified fund of funds that receive exempt-interest dividends should consult their own tax advisors as to whether such dividends are exempt from personal income tax in their state of residence. Most states, however, do not grant tax-free treatment to interest on state and municipal securities of other states.
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Failure of a Municipal Security to Qualify to Pay Exempt-Interest
Failure of the issuer of a tax-exempt security to comply with certain legal or contractual requirements relating to a Municipal Security could cause interest on the Municipal Security, as well as Fund distributions derived from this interest, to become taxable, perhaps retroactively to the date the Municipal Security was issued. In such a case, the Fund may be required to report to the IRS and send to shareholders amended Forms 1099 for a prior taxable year in order to report additional taxable income. This, in turn, could require shareholders to file amended federal and state income tax returns for such prior year to report and pay tax and interest on their pro rata share of the additional amount of taxable income.
Distributions Paid By the New York Municipal Bond Fund
Distributions of exempt-interest dividends paid to shareholders of the Fund will not be subject to New York State or New York City personal income taxes to the extent that such distributions are derived from interest income on obligations of the State of New York and its political subdivisions, and qualifying obligations of U.S. territories and possessions. To the extent that distributions are derived from other sources, such distributions will generally be subject to New York State and/or New York City tax. Capital gain dividends paid by the Fund are taxable at ordinary income rates for New York State and New York City personal income tax purposes irrespective of the source of such capital gains.
Distributions from (or, if applicable, the value of) the Fund generally will be taxable to shareholders that are subject to the New York State franchise tax on corporations and/or the New York City corporation tax.
SALE OR REDEMPTION OF FUND SHARES
Sales, exchanges and redemptions (including redemptions in kind) of Fund shares are taxable transactions for federal and state income tax purposes. If you redeem your Fund shares, the IRS requires you to report any gain or loss on your redemption. If you held your shares as a capital asset, the gain or loss that you realize will be a capital gain or loss and will be long-term or short-term, generally depending on how long you have held your shares. Any redemption fees you incur on shares redeemed will decrease the amount of any capital gain (or increase any capital loss) you realize on the sale. Capital losses in any year are deductible only to the extent of capital gains plus, in the case of a noncorporate taxpayer, $3,000 of ordinary income.
Cost Basis Information
Unless you are investing in the Fund through a tax-advantaged arrangement, such as a 401(k) plan or an individual retirement account, or are investing in a money market fund that maintains a stable net asset value, the Fund is required to report to you and the IRS the cost basis of covered shares you sell or otherwise dispose of in a taxable transaction. These cost basis reporting rules are generally effective for Fund shares purchased or acquired on or after January 1, 2012 where the cost basis of the shares is known by the Fund (covered shares) and the shares are disposed of after that date. Cost basis will be calculated using the default method of average cost, unless you instruct the Fund in writing to use a different calculation method. In general, average cost is the total cost basis of all your shares in an account divided by the total number of shares in the account. To determine whether short-term or long-term capital gains taxes apply, the IRS presumes you redeem your oldest shares first.
The IRS permits the use of several methods to determine the cost basis of mutual fund shares. The method used will determine which specific shares are deemed to be sold when there are multiple purchases on different dates at differing net asset values, and the entire position is not sold at one time. The Fund does not recommend any particular method of determining cost basis, and the use of other methods may result in more favorable tax consequences for some shareholders. It is important that you consult with your tax advisor to determine which method is best for you and then notify the Fund in writing if you intend to utilize a method other than average cost for covered shares.
In addition to the Funds default method of average cost, other cost basis methods offered by the Wilmington Funds, which you may elect to apply to covered shares, include:
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First-In, First-Out shares acquired first in the account are the first shares depleted. |
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Last-In, First-Out shares acquired last in the account are the first shares depleted. |
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Highest In, First Out (High Cost) shares acquired with the highest cost per share are the first shares depleted. |
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Lowest In, First Out (Low Cost) shares acquired with the lowest cost per share are the first shares depleted. |
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Specific Lot Identification shareholder selects which lots to deplete at time of each disposition. Transaction amount must be in shares. If you identify an insufficient number of shares or do not make a timely identification, the transaction will default to the first-in, first-out method. |
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You may elect any of the available methods detailed above for your covered shares. If you do not notify the Fund in writing of your elected cost basis method upon the later of January 1, 2012 or the initial purchase into your account, the default method of average cost will be applied to your covered shares. The cost basis for covered shares will be calculated separately from any noncovered shares (as defined below) you may own. You may change or revoke the use of the average cost method and elect another cost basis method for covered shares if you notify the Fund in writing. You may change from average cost to another cost basis method for covered shares at any time, but only for shares acquired after the date of the change (the change is prospective). After the change, the basis of the shares that were averaged remain averaged. You may revoke the use of the average cost method and revert to another cost basis method for covered shares if you notify the Fund in writing by the date of the first sale, exchange or other disposition of the shares. After the revocation, the basis of the shares that were averaged revert to their actual cost basis.
The Fund may also provide Fund shareholders (but not the IRS) with information concerning the average cost basis of their shares purchased prior to January 1, 2012 or shares acquired on or after January 1, 2012 for which cost basis information is not known by the Fund (noncovered shares) in order to assist you with the calculation of gain or loss from a sale or redemption of noncovered shares. With the exception of the specific lot identification method, the Wilmington Funds deplete noncovered shares in first-in, first-out order before applying your elected method to your remaining covered shares. If you want to deplete your shares in a different order then you must elect specific lot identification and choose the lots you wish to deplete first. The cost basis for noncovered shares will be calculated separately from any covered shares you may own. Shareholders that use the average cost method for noncovered shares must make the election to use the average cost method for these shares on their federal income tax returns in accordance with Treasury regulations. This election for noncovered shares cannot be made by notifying the Fund.
The Fund will compute and report the cost basis of your Fund shares sold or exchanged by taking into account all of the applicable adjustments to cost basis and holding periods as required by the Code and Treasury regulations for purposes of reporting these amounts to you and, in the case of covered shares, to the IRS. However the Fund is not required to, and in many cases the Fund does not possess the information to, take all possible basis, holding period or other adjustments into account in reporting cost basis information to you. Therefore shareholders should carefully review the cost basis information provided by the Fund, whether this information is provided pursuant to compliance with cost basis reporting requirements for shares acquired on or after January 1, 2012, or is provided by the Fund as a service to shareholders for shares acquired prior to that date, and make any additional basis, holding period or other adjustments that are required by the Code and Treasury regulations when reporting these amounts on their federal income tax returns. Shareholders remain solely responsible for complying with all federal income tax laws when filing their federal income tax returns.
For additional information and updates regarding cost basis reporting and available shareholder elections, please visit Wilmington Funds website at http://www.wilmingtonfunds.com. If you hold your Fund shares through a broker (or other nominee), please contact that broker (nominee) with respect to reporting of cost basis and available elections for your account.
Wash Sales
All or a portion of any loss that you realize on a redemption of your Fund shares will be disallowed to the extent that you buy other shares in the Fund (through reinvestment of dividends or otherwise) within 30 days before or after your share redemption. Any loss disallowed under these rules will be added to your tax basis in the new shares.
Redemptions at a Loss Within Six Months of Purchase
Any loss incurred on a redemption or exchange of shares held for six months or less will be treated as long-term capital loss to the extent of any long-term capital gain distributed to you by the Fund on those shares. Any loss incurred on the redemption or exchange of shares held for six months or less will be disallowed to the extent of any exempt-interest dividends paid to you with respect to your Fund shares, and any remaining loss will be treated as a long-term capital loss to the extent of any long-term capital gain distributed to you by the Fund on those shares. However, this rule does not apply to any loss incurred on a redemption or exchange of shares of a tax-free money market fund or other fund that declares exempt-interest dividends daily and distributes them at least monthly for which your holding period began after December 22, 2010.
Deferral of Basis
If a shareholder (a) incurs a sales load in acquiring shares of the Fund, (b) disposes of such shares less than 91 days after they are acquired, and (c) subsequently acquires shares of the Fund or another fund by January 31 of the calendar year following the calendar year in which the disposition of the original shares occurred at a reduced sales load pursuant to a right to reinvest at such reduced sales load acquired in connection with the acquisition of the shares disposed of, then the sales load on the shares disposed of (to the extent of the reduction in the sales load on the shares subsequently acquired) shall not be taken into account in determining gain or loss on
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the shares disposed of, but shall be treated as incurred on the acquisition of the shares subsequently acquired. The wash sale rules may also limit the amount of loss that may be taken into account on disposition after such adjustment.
Money Market Funds
Because shares in the Money Market Funds are offered and redeemed at a constant net asset value of $1.00 per share, a shareholder will generally recognize neither gain nor loss on a redemption of shares.
Reportable Transactions
Under Treasury regulations, if a shareholder recognizes a loss with respect to the Funds shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder (or certain greater amounts over a combination of years), the shareholder must file with the IRS a disclosure statement on Form 8886. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayers treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.
TAX TREATMENT OF PORTFOLIO TRANSACTIONS
Set forth below is a general description of the tax treatment of certain types of securities, investment techniques and transactions that may apply to a fund and, in turn, affect the amount, character and timing of dividends and distributions payable by the fund to its shareholders. This section should be read in conjunction with the discussion above under Securities In Which the Funds Invest for a detailed description of the various types of securities and investment techniques that apply to the Fund.
In General
In general, gain or loss recognized by a fund on the sale or other disposition of portfolio investments will be a capital gain or loss. Such capital gain and loss may be long-term or short-term depending, in general, upon the length of time a particular investment position is maintained and, in some cases, upon the nature of the transaction. Property held for more than one year generally will be eligible for long-term capital gain or loss treatment. The application of certain rules described below may serve to alter the manner in which the holding period for a security is determined or may otherwise affect the characterization as long-term or short-term, and also the timing of the realization and/or character, of certain gains or losses.
Certain Fixed-Income Investments
Gain recognized on the disposition of a debt obligation purchased by a fund at a market discount (generally, at a price less than its principal amount) will be treated as ordinary income to the extent of the portion of the market discount which accrued during the period of time the fund held the debt obligation unless the fund made a current inclusion election to accrue market discount into income as it accrues. If a fund purchases a debt obligation (such as a zero coupon security or pay-in-kind security) that was originally issued at a discount, the fund generally is required to include in gross income each year the portion of the original issue discount which accrues during such year. Therefore, a funds investment in such securities may cause the fund to recognize income and make distributions to shareholders before it receives any cash payments on the securities. To generate cash to satisfy those distribution requirements, a fund may have to sell portfolio securities that it otherwise might have continued to hold or to use cash flows from other sources such as the sale of fund shares.
Investments in Debt Obligations that are at Risk of or in Default Present Tax Issues for a Fund
Tax rules are not entirely clear about issues such as whether and to what extent a fund should recognize market discount on a debt obligation, when a fund may cease to accrue interest, original issue discount or market discount, when and to what extent a fund may take deductions for bad debts or worthless securities and how a fund should allocate payments received on obligations in default between principal and income. These and other related issues will be addressed by a fund in order to ensure that it distributes sufficient income to preserve its status as a regulated investment company.
Options, Futures, Forward Contracts, Swap Agreements and Hedging Transactions
In general, option premiums received by a fund are not immediately included in the income of the fund. Instead, the premiums are recognized when the option contract expires, the option is exercised by the holder, or the fund transfers or otherwise terminates the option (e.g., through a closing transaction). If an option written by a fund is exercised and the fund sells or delivers the underlying stock, the fund generally will recognize capital gain or loss equal to (a) the sum of the strike price and the option premium received by the fund minus (b) the funds basis in the stock. Such gain or loss generally will be short-term or long-term depending upon the
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holding period of the underlying stock. If securities are purchased by a fund pursuant to the exercise of a put option written by it, the fund generally will subtract the premium received from its cost basis in the securities purchased. The gain or loss with respect to any termination of a funds obligation under an option other than through the exercise of the option and related sale or delivery of the underlying stock generally will be short-term gain or loss depending on whether the premium income received by the fund is greater or less than the amount paid by the fund (if any) in terminating the transaction. Thus, for example, if an option written by a fund expires unexercised, the fund generally will recognize short-term gain equal to the premium received.
The tax treatment of certain futures contracts entered into by a fund as well as listed non-equity options written or purchased by the fund on U.S. exchanges (including options on futures contracts, broad-based equity indices and debt securities) may be governed by section 1256 of the Code (section 1256 contracts). Gains or losses on section 1256 contracts generally are considered 60% long-term and 40% short-term capital gains or losses (60/40), although certain foreign currency gains and losses from such contracts may be treated as ordinary in character. Also, any section 1256 contracts held by a fund at the end of each taxable year (and, for purposes of the 4% excise tax, on certain other dates as prescribed under the Code) are marked to market with the result that unrealized gains or losses are treated as though they were realized and the resulting gain or loss is treated as ordinary or 60/40 gain or loss, as applicable. Section 1256 contracts do not include any interest rate swap, currency swap, basis swap, interest rate cap, interest rate floor, commodity swap, equity swap, equity index swap, credit default swap, or similar agreement.
In addition to the special rules described above in respect of options and futures transactions, a funds transactions in other derivative instruments (including options, forward contracts and swap agreements) as well as its other hedging, short sale, or similar transactions, may be subject to one or more special tax rules (including the constructive sale, notional principal contract, straddle, wash sale and short sale rules). These rules may affect whether gains and losses recognized by a fund are treated as ordinary or capital or as short-term or long-term, accelerate the recognition of income or gains to the fund, defer losses to the fund, and cause adjustments in the holding periods of the funds securities. These rules, therefore, could affect the amount, timing and/or character of distributions to shareholders. Moreover, because the tax rules applicable to derivative instruments are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether a fund has made sufficient distributions, and otherwise satisfied the relevant requirements, to maintain its qualification as a regulated investment company and avoid a fund-level tax.
Certain of a funds investments in derivatives and foreign currency-denominated instruments, and the funds transactions in foreign currencies and hedging activities, may produce a difference between its book income and its taxable income. If a funds book income is less than the sum of its taxable income and net tax-exempt income (if any), the fund could be required to make distributions exceeding book income to qualify as a regulated investment company. If a funds book income exceeds the sum of its taxable income and net tax-exempt income (if any), the distribution of any such excess will be treated as (i) a dividend to the extent of the funds remaining earnings and profits (including current earnings and profits arising from tax-exempt income, reduced by related deductions), (ii) thereafter, as a return of capital to the extent of the recipients basis in the shares, and (iii) thereafter, as gain from the sale or exchange of a capital asset.
Foreign Currency Transactions
A funds transactions in foreign currencies, foreign currency-denominated debt obligations and certain foreign currency options, futures contracts and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned. This treatment could increase or decrease a funds ordinary income distributions to you, and may cause some or all of the funds previously distributed income to be classified as a return of capital. In certain cases, a fund may make an election to treat such gain or loss as capital.
PFIC Investments
A fund may invest in securities of foreign companies that may be classified under the Code as PFICs. In general, a foreign company is classified as a PFIC if at least one-half of its assets constitute investment-type assets or 75% or more of its gross income is investment-type income. When investing in PFIC securities, a fund intends to mark-to-market these securities under certain provisions of the Code and recognize any unrealized gains as ordinary income at the end of the funds fiscal and excise tax years. Deductions for losses are allowable only to the extent of any current or previously recognized gains. These gains (reduced by allowable losses) are treated as ordinary income that a fund is required to distribute, even though it has not sold or received dividends from these securities. You should also be aware that the designation of a foreign security as a PFIC security will cause its income dividends to fall outside of the definition of qualified foreign corporation dividends. These dividends generally will not qualify for the reduced rate of taxation on qualified dividends when distributed to you by a fund. Foreign companies are not required to identify themselves as PFICs. Due to various complexities in identifying PFICs, a fund can give no assurances that it will be able to identify portfolio securities in foreign corporations that are PFICs in time for the fund to make a mark-to-market election. If a fund is unable to identify an investment as a PFIC and thus does not make a mark-to-market election, the fund may be subject to U.S. federal income tax on a portion of any
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excess distribution or gain from the disposition of such shares even if such income is distributed as a taxable dividend by the fund to its shareholders. Additional charges in the nature of interest may be imposed on a fund in respect of deferred taxes arising from such distributions or gains.
Investments in U.S. REITs
A U.S. REIT is not subject to federal income tax on the income and gains it distributes to shareholders. Dividends paid by a U.S. REIT, other than capital gain distributions, will be taxable as ordinary income up to the amount of the U.S. REITs current and accumulated earnings and profits. Capital gain dividends paid by a U.S. REIT to a fund will be treated as long-term capital gains by the fund and, in turn, may be distributed by the fund to its shareholders as a capital gain distribution. Because of certain noncash expenses, such as property depreciation, an equity U.S. REITs cash flow may exceed its taxable income. The equity U.S. REIT, and in turn a fund, may distribute this excess cash to shareholders in the form of a return of capital distribution. However, if a U.S. REIT is operated in a manner that fails to qualify as a REIT, an investment in the U.S. REIT would become subject to double taxation, meaning the taxable income of the U.S. REIT would be subject to federal income tax at the corporate income tax rate without any deduction for dividends paid to shareholders and the dividends would be taxable to shareholders as ordinary income (or possibly as qualified dividend income) to the extent of the U.S. REITs current and accumulated earnings and profits. Also, see, Tax Treatment of Portfolio Transactions Investment in Taxable Mortgage Pools (Excess Inclusion Income) and Non-U.S. Investors Investment in U.S. Real Property below with respect to certain other tax aspects of investing in U.S. REITs.
Investments in Non-U.S. REITs
While non-U.S. REITs often use complex acquisition structures that seek to minimize taxation in the source country, an investment by a fund in a non-U.S. REIT may subject the fund, directly or indirectly, to corporate taxes, withholding taxes, transfer taxes and other indirect taxes in the country in which the real estate acquired by the non-U.S. REIT is located. A funds pro rata share of any such taxes will reduce the funds return on its investment. A funds investment in a non-U.S. REIT may be considered an investment in a PFIC, as discussed above in PFIC Investments. Additionally, foreign withholding taxes on distributions from the non-U.S. REIT may be reduced or eliminated under certain tax treaties, as discussed above in Taxation of the Fund Foreign Income Tax. Also, a fund in certain limited circumstances may be required to file an income tax return in the source country and pay tax on any gain realized from its investment in the non-U.S. REIT under rules similar to those in the United States which tax foreign persons on gain realized from dispositions of interests in U.S. real estate.
Investment in Taxable Mortgage Pools (Excess Inclusion Income)
Under a Notice issued by the IRS, the Code and Treasury regulations to be issued, a portion of a funds income from a U.S. REIT that is attributable to the REITs residual interest in a REMIC or equity interests in a taxable mortgage pool (referred to in the Code as 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 applicable corporate federal income tax rate. 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
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directly by the fund. While the rules are not entirely clear with respect to a fund investing in a partnership outside a master-feeder structure, for purposes of testing whether a fund satisfies the Asset Diversification Test, the fund generally is treated as owning a pro rata share of the underlying assets of a partnership. See, Taxation of the Fund Qualification as a Regulated Investment Company. In contrast, different rules apply to a partnership that is a QPTP. A QPTP is a partnership (a) the interests in which are traded on an established securities market, (b) that is treated as a partnership for federal income tax purposes, and (c) that derives less than 90% of its income from sources that satisfy the Income Requirement (e.g., because it invests in commodities). All of the net income derived by a fund from an interest in a QPTP will be treated as qualifying income but the fund may not invest more than 25% of its total assets in one or more QPTPs. However, there can be no assurance that a partnership classified as a QPTP in one year will qualify as a QPTP in the next year. Any such failure to annually qualify as a QPTP might, in turn, cause a fund to fail to qualify as a regulated investment company. Although, in general, the passive loss rules of the Code do not apply to RICs, such rules do apply to a fund with respect to items attributable to an interest in a QPTP. Fund investments in partnerships, including in QPTPs, may result in the fund being subject to state, local or foreign income, franchise or withholding tax liabilities.
If an MLP is treated as a partnership for U.S. federal income tax purposes (whether or not a QPTP), all or portion of the dividends received by a fund from the MLP likely will be treated as a return of capital for U.S. federal income tax purposes because of accelerated deductions available with respect to the activities of such MLPs. Further, because of these accelerated deductions, on the disposition of interests in such an MLP, a fund likely will realize taxable income in excess of economic gain with respect to those MLP interests (or if the fund does not dispose of the MLP, the fund could realize taxable income in excess of cash flow with respect to the MLP in a later period), and the fund must take such income into account in determining whether the fund has satisfied its Distribution Requirement. A fund may have to borrow or liquidate securities to satisfy its Distribution Requirement and to meet its redemption requests, even though investment considerations might otherwise make it undesirable for the fund to sell securities or borrow money at such time. In addition, any gain recognized, either upon the sale of a funds MLP interest or sale by the MLP of property held by it, including in excess of economic gain thereon, treated as so-called recapture income, will be treated as ordinary income. Therefore, to the extent a fund invests in MLPs, fund shareholders might receive greater amounts of distributions from the fund taxable as ordinary income than they otherwise would in the absence of such MLP investments.
Although MLPs are generally expected to be treated as partnerships for U.S. federal income tax purposes, some MLPs may be treated as PFICs or regular corporations for U.S. federal income tax purposes. The treatment of particular MLPs for U.S. federal income tax purposes will affect the extent to which a fund can invest in MLPs and will impact the amount, character, and timing of income recognized by the Fund.
Investments in Commodities Structured Notes, Corporate Subsidiary and Certain ETFs
Gains from the disposition of commodities, including precious metals, will neither be considered to generate qualifying income for purposes of satisfying the Income Requirement nor be considered qualifying assets for purposes of satisfying the Asset Diversification Test. See Taxation of the Fund. The IRS has issued a revenue ruling which holds that income derived from commodity-linked swaps is not qualifying income for purposes of the Income Requirement. In a subsequent revenue ruling, as well as in a number of follow-on private letter rulings (upon which only the fund that received the private letter ruling may rely), the IRS provided that income from certain alternative investments which create commodity exposure, such as certain commodity index-linked or structured notes may be considered qualifying income under the Code. In September 2016, the IRS announced that it will no longer issue private letter rulings on questions relating to the treatment of a corporation as a RIC that require the determination of whether a financial instrument of position is a security under section 2(a)(36) of the 1940 Act (a financial instrument or position that constitutes a security under section 2(a)(36) of the 1940 Act generates qualifying income for a corporation taxed as a regulated investment company). This caused the IRS to revoke any rulings that required such a determination, some of which have been revoked prospectively as of a date agreed upon with the IRS. In addition, a RIC may gain exposure to commodities through investment in a QPTP such as an exchange traded fund or ETF that is classified as a partnership or a trust and which invests in commodities, or through investment in a corporate, subsidiary that is treated as a controlled Foreign corporation for Federal Income tax purposes. Accordingly, the extent to which a fund invests in commodities or commodity-linked derivatives may be limited by the Income Requirement and the Asset Diversification Test, which the fund must continue to satisfy to maintain its status as a RIC. A fund also may be limited in its ability to sell its investments in commodities, commodity-linked derivatives, and certain ETFs or be forced to sell other investments to generate income due to the Income Requirement. If a fund does not appropriately limit such investments or if such investments (or the income earned on such investments) were to be recharacterized for U.S. tax purposes, the fund could fail to qualify as a RIC and thus be subject to tax on its taxable income at the applicable corporate income tax rate, and all distributions from earnings and profits, including any distributions of net long-term capital gains, would be taxable to shareholders as dividend income. In lieu of potential disqualification, a fund is permitted to pay a tax for certain failures to satisfy the Asset Diversification Test or Income Requirement, which, in general, are limited to those due to reasonable cause and not willful neglect.
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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 qualify for the reduced rate of taxation for individuals on qualified dividends nor the 70% dividends-received deduction for corporations. Also, any foreign tax withheld on payments made in lieu of dividends or interest will not qualify for the pass-through of foreign tax credits to shareholders. Additionally, in the case of a fund with a strategy of investing in tax-exempt securities, any payments made in lieu of tax-exempt interest will be considered taxable income to the fund, and thus, to the investors, even though such interest may be tax-exempt when paid to the borrower.
Investments in Convertible Securities
Convertible debt is ordinarily treated as a single property consisting of a pure debt interest until conversion, after which the investment becomes an equity interest. If the security is issued at a premium (i.e., for cash in excess of the face amount payable on retirement), the creditor-holder may amortize the premium over the life of the bond. If the security is issued for cash at a price below its face amount, the creditor-holder must accrue original issue discount in income over the life of the debt. The creditor-holders exercise of the conversion privilege is treated as a nontaxable event. Mandatorily convertible debt (e.g., an exchange traded note or ETN issued in the form of an unsecured obligation that pays a return based on the performance of a specified market index, exchange currency, or commodity) is often, but not always, treated as a contract to buy or sell the reference property rather than debt. Similarly, convertible preferred stock with a mandatory conversion feature is ordinarily, but not always, treated as equity rather than debt. Dividends received generally are qualified dividend income and eligible for the corporate dividends-received deduction. In general, conversion of preferred stock for common stock of the same corporation is tax-free. Conversion of preferred stock for cash is a taxable redemption. Any redemption premium for preferred stock that is redeemable by the issuing company might be required to be amortized under original issue discount principles.
Investments in Securities of Uncertain Tax Character
A fund may invest in securities the U.S. federal income tax treatment of which may not be clear or may be subject to recharacterization by the IRS. To the extent the tax treatment of such securities or the income from such securities differs from the tax treatment expected by a fund, it could affect the timing or character of income recognized by the fund, requiring the fund to purchase or sell securities, or otherwise change its portfolio, in order to comply with the tax rules applicable to regulated investment companies under the Code.
TAX CERTIFICATION AND BACKUP WITHHOLDING
By law, the Fund may be required to withhold a portion of your taxable dividends and sales proceeds unless you:
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provide your correct social security or taxpayer identification number, |
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certify that this number is correct, |
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certify that you are not subject to backup withholding, and |
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certify that you are a U.S. person (including a U.S. resident alien). |
The Fund also must withhold if the IRS instructs it to do so. When withholding is required, the amount will be 28% of any distributions or proceeds paid. Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholders U.S. federal income tax liability, provided the appropriate information is furnished to the IRS. Certain payees and payments are exempt from backup withholding and information reporting. The special U.S. tax certification requirements applicable to non-U.S. investors to avoid backup withholding are described under the Non-U.S. Investors heading below.
NON-U.S. INVESTORS
Non-U.S. investors (shareholders who, as to the United States, are nonresident alien individuals, foreign trusts or estates, foreign corporations, or foreign partnerships) may be subject to U.S. withholding and estate tax and are subject to special U.S. tax certification requirements. Non-U.S. investors should consult their tax advisors about the applicability of U.S. tax withholding and the use of the appropriate forms to certify their status.
In General
The United States imposes a flat 30% withholding tax (or a withholding tax at a lower treaty rate) on U.S. source dividends, including on income dividends paid to you by the Fund, subject to certain exemptions described below. However, notwithstanding such exemptions from U.S. withholding at the source, any dividends and distributions of income and capital gains, including the proceeds from the sale of your Fund shares, will be subject to backup withholding at a rate of 24% if you fail to properly certify that you are not a U.S. person.
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Exempt-Interest Dividends
In general, exempt-interest dividends reported by the Fund to shareholders as paid from net tax-exempt income are not subject to U.S. withholding tax.
Capital Gain Dividends
In general, capital gain dividends reported by the Fund to shareholders as paid from its net long-term capital gains, other than long-term capital gains realized on disposition of U.S. real property interests (see the discussion below), are not subject to U.S. withholding tax unless you are a nonresident alien individual present in the United States for a period or periods aggregating 183 days or more during the calendar year.
Interest-Related Dividends and Short-Term Capital Gain Dividends and Interest-Related Dividends
Generally, dividends reported by the Fund to shareholders as interest-related dividends and paid from its qualified net interest income from U.S. sources are not subject to U.S. withholding tax. Qualified interest income includes, in general, U.S. source (1) bank deposit interest, (2) short-term original discount, (3) interest (including original issue discount, market discount, or acquisition discount) on an obligation that is in registered form, unless it is earned on an obligation issued by a corporation or partnership in which the Fund is a 10-percent shareholder or is contingent interest, and (4) any interest-related dividend from another regulated investment company. Similarly, short-term capital gain dividends reported by the Fund to shareholders as paid from its net short-term capital gains, other than short-term capital gains realized on disposition of U.S. real property interests (see the discussion below), are not subject to U.S. withholding tax unless you were a nonresident alien individual present in the United States for a period or periods aggregating 183 days or more during the calendar year. The Fund reserves the right to not report interest-related dividends or short-term capital gain dividends. Additionally, the Funds reporting of interest-related dividends or short-term capital gain dividends may not be passed through to shareholders by intermediaries who have assumed tax reporting responsibilities for this income in managed or omnibus accounts due to systems limitations or operational constraints.
Net Investment Income from Dividends on Stock and Foreign Source Interest Income Continue to be Subject to Withholding Tax; Foreign Tax Credits
Ordinary dividends paid by the Fund to non-U.S. investors on the income earned on portfolio investments in (i) the stock of domestic and foreign corporations and (ii) the debt of foreign issuers continue to be subject to U.S. withholding tax. Foreign shareholders may be subject to U.S. withholding tax at a rate of 30% on the income resulting from an election to pass-through foreign tax credits to shareholders, but may not be able to claim a credit or deduction with respect to the withholding tax for the foreign tax treated as having been paid by them.
Income Effectively Connected with a U.S. Trade or Business
If the income from the Fund is effectively connected with a U.S. trade or business carried on by a foreign shareholder, then ordinary income dividends, capital gain dividends and any gains realized upon the sale or redemption of shares of the Fund will be subject to U.S. federal income tax at the rates applicable to U.S. citizens or domestic corporations and require the filing of a nonresident U.S. income tax return.
Investment in U.S. Real Property
The Foreign Investment in Real Property Tax Act of 1980 (FIRPTA) makes non-U.S. persons subject to U.S. tax on disposition of a U.S. real property interest (USRPI) as if he or she were a U.S. person. Such gain is sometimes referred to as FIRPTA gain. The Fund may invest in equity securities of corporations that invest in USRPI, including U.S. REITs, which may trigger FIRPTA gain to the Funds non-U.S. shareholders.
The Code provides a look-through rule for distributions of FIRPTA gain when a RIC is classified as a qualified investment entity. A RIC will be classified as a qualified investment entity if, in general, 50% or more of the RICs assets consist of interests in U.S. REITs and other U.S. real property holding corporations (USRPHC). If a RIC is a qualified investment entity and the non-U.S. shareholder owns more than 5% of a class of Fund shares at any time during the one-year period ending on the date of the FIRPTA distribution, the FIRPTA distribution to the non-U.S. shareholder is treated as gain from the disposition of a USRPI, causing the distribution to be subject to U.S. withholding tax at the applicable corporate income tax rate (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.
65
U.S. Estate Tax
Transfers by gift of shares of the Fund by a foreign shareholder who is a nonresident alien individual will not be subject to U.S. federal gift tax. An individual who, at the time of death, is a non-U.S. shareholder will nevertheless be subject to U.S. federal estate tax with respect to Fund shares at the graduated rates applicable to U.S. citizens and residents, unless a treaty exemption applies. If a treaty exemption is available, a decedents estate may nonetheless need to file a U.S. estate tax return to claim the exemption in order to obtain a U.S. federal transfer certificate. The transfer certificate will identify the property (i.e., Fund shares) as to which the U.S. federal estate tax lien has been released. In the absence of a treaty, there is a $13,000 statutory estate tax credit (equivalent to U.S. situs assets with a value of $60,000). For estates with U.S. situs assets of not more than $60,000, the Fund may accept, in lieu of a transfer certificate, an affidavit from an appropriate individual evidencing that decedents U.S. situs assets are below this threshold amount.
U.S. Tax Certification Rules
Special U.S. tax certification requirements may apply to non-U.S. shareholders both to avoid U.S. backup withholding imposed at a rate of 24% 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 income dividends made by the Fund to certain foreign entities, referred to as foreign financial institutions (FFI) or non-financial foreign entities (NFFE): (a) income dividends. After December 31, 2018, FATCA withholding also would have applied to certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of Fund shares; however, based on proposed regulations issued by the IRS, which can be relied upon currently, such withholding is no longer required unless final regulations provide otherwise (which is not expected). The FATCA withholding tax generally can be avoided: (a) by an FFI, if it reports certain direct and indirect ownership of foreign financial accounts held by U.S. persons with the FFI and (b) by an NFFE, if it: (i) certifies that it has no substantial U.S. persons as owners or (ii) if it does have such owners, reporting information relating to them. The U.S. Treasury has negotiated intergovernmental agreements (IGA) with certain countries and is in various stages of negotiations with a number of other foreign countries with respect to one or more alternative approaches to implement FATCA; an entity in one of those countries may be required to comply with the terms of an IGA instead of U.S. Treasury regulations.
An FFI can avoid FATCA withholding if it is deemed compliant or by becoming a participating FFI, which requires the FFI to enter into a U.S. tax compliance agreement with the IRS under section 1471(b) of the Code (FFI agreement) under which it agrees to verify, report and disclose certain of its U.S. accountholders and meet certain other specified requirements. The FFI will either report the specified information about the U.S. accounts to the IRS, or, to the government of the FFIs country of residence (pursuant to the terms and conditions of applicable law and an applicable IGA entered into between the US and the FFIs country of residence), which will, in turn, report the specified information to the IRS. An FFI that is resident in a country that has entered into an IGA with the U.S. to implement FATCA will be exempt from FATCA withholding provided that the FFI shareholder and the applicable foreign government comply with the terms of such agreement.
An NFFE that is the beneficial owner of a payment from the Fund can avoid the FATCA withholding tax generally by certifying that it does not have any substantial U.S. owners or by providing the name, address and taxpayer identification number of each substantial U.S. owner. The NFFE will report the information to the Fund or other applicable withholding agent, which will, in turn, report the information to the IRS.
Such foreign shareholders also may fall into certain exempt, excepted or deemed compliant categories as established by U.S. Treasury regulations, IGAs, and other guidance regarding FATCA. An FFI or NFFE that invests in the Fund will need to provide the Fund with documentation properly certifying the entitys status under FATCA in order to avoid FATCA withholding. Non-U.S. investors should consult their own tax advisors regarding the impact of these requirements on their investment in the Fund. The requirements imposed by FATCA are different from, and in addition to, the U.S. tax certification rules to avoid backup withholding described above. Shareholders are urged to consult their tax advisors regarding the application of these requirements to their own situation.
EFFECT OF FUTURE LEGISLATION; LOCAL TAX CONSIDERATIONS
The foregoing general discussion of U.S. federal income tax consequences is based on the Code and the regulations issued thereunder as in effect on the date of this Statement of Additional Information. Future legislative or administrative changes, including provisions of current law that sunset and thereafter no longer apply, or court decisions may significantly change the conclusions expressed herein, and any such changes or decisions may have a retroactive effect with respect to the transactions contemplated herein. Rules of state and local taxation of ordinary income, qualified dividend income and capital gain dividends may differ from the rules for U.S. federal income taxation described above. Distributions may also be subject to additional state, local and foreign taxes depending on each shareholders particular situation. Non-U.S. shareholders may be subject to U.S. tax rules that differ significantly from those summarized above. Shareholders are urged to consult their tax advisors as to the consequences of these and other state and local tax rules affecting investment in the Fund.
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WHO MANAGES AND PROVIDES SERVICES TO THE FUNDS?
BOARD OF TRUSTEES
The Board is responsible for managing the Trusts business affairs and for exercising all the Trusts powers except those reserved for the shareholders. The following tables give information about each Trustee and the Senior Officers of the Funds. Where required, the tables separately list Trustees who are interested persons of the Funds (i.e., Interested Trustees) and those who are not (i.e., Independent Trustees). Each Board member oversees all portfolios of the Trust and serves for an indefinite term. Information about each Trustee is provided below. Unless otherwise noted, the business address of each Trustee and Senior Officer of the Funds is 1100 North Market Street, 9th Floor, Wilmington, Delaware, 19890. The Trust is comprised of 12 funds. The Total Compensation from the Trust shown is as of the most recently completed fiscal year dated April 30, 2019.
INTERESTED TRUSTEE BACKGROUND AND COMPENSATION
Name Birth Date Position With Trust Date Service Began |
Principal Occupations for Past Five Years and Other Directorships Held |
Total
Compensation From Trust**,*** |
||||
Dominick J. DEramo* Birth date: 12/64 |
Principal Occupation: Senior Vice President, Wilmington Trust Investment Advisors, Inc. and Head of Fixed Income. | $0 | ||||
Trustee Began serving: November 2018
President Began serving: June 2018 |
Previous Positions: Group Vice President, Wilmington Trust Investment Advisor, Inc. (WTIA) (2014-2017); Administrative Vice President, WTIA (2012-2014) |
* |
Dominick J. DEramo is interested due to his employment with WTIA and his position with WFMC, investment Advisors to the Funds. |
INDEPENDENT TRUSTEE BACKGROUND AND COMPENSATION
Name Birth Date Position With Trust Date Service Began |
Principal Occupations for Past Five Years and Other Directorships Held |
Total
Compensation From Trust**,*** |
||
Nicholas A. Giordano Birth date: 3/43 |
Principal Occupations: Consultant, financial services organizations (1997 to present).
|
$121,250 | ||
Chairman and Trustee Began serving: March 2012 |
Previous Positions: Director, Kalmar Pooled Investment Trust (through 6/17); Interim President, LaSalle University (1998 to 1999); President and Chief Executive Officer, Philadelphia Stock Exchange (1981 to 1997). | |||
Other Directorships Held: The RBB Fund Inc. (19 portfolios) (registered investment companies); Independence Blue Cross; IntriCon Corporation (body-worn devices). | ||||
Robert H. Arnold Birth date: 3/44 |
Principal Occupations: Managing Director, R.H. Arnold & Co, Inc. (financial management consulting) (6/89 to present). | $96,250 | ||
Trustee Began serving: March 2012 |
Previous Positions: Trustee, First Potomac Realty Trust (real estate investment trust) (5/03 to 12/2017). Director, Treasury Strategies, Inc. (private Treasury consulting services) (6/01 to 6/16).
Other Directorships Held: None. |
|||
Gregory P. Chandler Birth date: 12/66
Trustee Began serving: July 2017 |
Principal Occupations: Chief Financial Officer, Emtec, Inc. (information technology services) (4/09 to present); President, GCVC Consulting (corporate governance consulting) (2008 to present).
Previous Positions: Director, FS Investment Corporation (business development company) (2007 to 2019).
Other Directorships Held: Trustee, RBB Fund Series Trust (19 portfolios) (registered investment companies) (2012 to present); Director, Emtec, Inc. (8/2005 to present); Trustee, FS Energy Partners (business development company (2009 to present). |
$107,250 |
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Name Birth Date Position With Trust Date Service Began |
Principal Occupations for Past Five Years and Other Directorships Held |
Total
Compensation From Trust**,*** |
||
Donald E. Foley Birth Date: 8/51
Trustee Began serving: December 2015 |
Principal Occupations: Director, BioSig Technologies (2015 to present); Director, AXA Equitables VIP Mutual Funds (2017 to present); Director, AXA Equitable (variable annuity) (2013 to present); Director, 1290 Mutual Funds (retail funds) (2013 to present); and Chairman and Director, Burke Rehabilitation Hospital Foundation (private hospital, research institute) (2005 to present).
Previous Positions: Advisory Member, Trust and Investment Committee, M&T Bank, Wilmington Trust, National Association, and Wilmington Trust Company (through 2016); Chairman and Chief Executive Officer of Wilmington Trust Corporation (2010 to 2011); Senior Vice President and Treasurer at ITT Corporation (1996 to 2010); Assistant Treasurer at International Paper (1989 to 1996).
Other Directorships Held: Director, M&T Bank Corporation (commercial bank) (2011 to 2012); Chairman and Director, Wilmington Trust Corporation (commercial and trust bank) (2007 to 2011); Chairman, Director and Presidents Council, Union College (private college) (2011 to 2015). |
$93,750 | ||
Richard B. Seidel Birth date: 4/41
|
Principal Occupations: Chairman, Seidel & Associates (financial consulting) (1/14 to present); Chairman, Girard Private Investment Group (registered investment adviser) (1/14 to present).
|
$103,750 | ||
Trustee Began serving: September 2003 |
Previous Positions: Chairman, Girard Capital (broker-dealer) (3/05 to 1/14); Chairman, Girard Partners, Ltd. (6/96 to 1/14).
Other Directorships Held: Director, Chartwell Investment Partners (9/15 to present); Director, Tristate Capital Holdings (9/07 to present). |
** |
The Trust does not maintain any pension or retirement plans for the Officers or Trustees of the Trust. |
*** |
Daniel R. Gernatt, Jr. and John S. Cramer ceased serving as Independent Trustees upon their retirement in December 2018. Their total compensation from the Trust as of the fiscal year ended April 30, 2019 was $72,750 and $63,750, respectively. |
SUMMARY OF THE EXPERIENCE AND QUALIFICATIONS OF TRUSTEES
Described below for each Trustee are specific experiences, qualifications, attributes, or skills that support a conclusion that he should serve as a Trustee of the Trust as of the date of this SAI and in light of the Trusts business and structure. The role of an effective Trustee inherently requires certain personal qualities, such as integrity, as well as the ability to comprehend, discuss and critically analyze materials and issues that are presented so that the Trustee may exercise judgment and reach conclusions in fulfilling his duties and fiduciary obligations. It is believed that the specific background of each Trustee evidences those abilities and is appropriate to his serving on the Trusts Board of Trustees. Further information about each Trustee is set forth in the table above describing the business activities of each Trustee during the past five years and other directorships held.
INTERESTED TRUSTEE
Mr. DEramo has served as a Trustee of the Trust since November 2018, while also acting as President of the Funds since June 2018, and previously as Senior Vice President of WTIA, Group Vice President of WTIA and Administrative Vice President of WTIA. His current position within the M&T organization entails significant responsibilities and his previous positions with WTIA and WFMC included extensive business experience with the operations of a financial services company.
INDEPENDENT TRUSTEES
Mr. Arnold has served as an Independent Trustee of the Trust since March 2012. He has significant experience related to the business and financial services industries, being the managing director of R.H. Arnold & Co., Inc., a financial management consulting firm. He has also served as a trustee to other mutual fund complexes.
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Mr. Chandler has served as an Independent Trustee of the Trust since July 2017. He has significant experience related to the business and financial services industries and currently serves as a Trustee to the RBB Fund Series Trust and as a Director to FS Investment Corporation. Mr. Chandler is also Chief Financial Officer of Emtec, Inc. He presently serves as Chairman of the Audit Committee of the Trust.
Mr. Foley has served as a Trustee of the Trust since December 2015. He has significant experience related to the business and financial services industries, having previously served as an Advisory Member of the Trust and Investment Committee of M&T Bank, Wilmington Trust, National Association, and Wilmington Trust Company. He currently serves on the Board of Directors of AXA Equitable and 1290 Mutual Funds. He previously served as a Director of M&T Bank Corporation and M&T Bank and was Chairman and Chief Executive officer of Wilmington Trust Corporation.
Mr. Giordano has served as an Independent Trustee of the Trust since March 2012. He has significant experience related to the business and financial services industries, having been Chief Executive Officer of the Philadelphia Stock Exchange. He is currently a consultant to financial service organizations and serves as a trustee to other mutual fund complexes. He presently serves as Chairman of the Board of the Trust.
Mr. Seidel has over 16 years of experience serving as an Independent Trustee of the Trust. That position has provided him with knowledge of the operations and business of the Trust and the Funds. Mr. Seidel has significant experience related to the financial services industry, having been Chairman of Seidel & Associates, a financial consulting firm, since 2014 and Chairman of Girard Private Investment Group, a registered investment advisor, since 2014. He presently serves as Chairman of the Nominating and Governance Committee of the Trust.
The Board believes that each Trustees experience, qualifications, attributes and skills should be evaluated on an individual basis and in consideration of the perspective such Trustee brings to the entire Board, with no single Trustee, or particular factor, being indicative of Board effectiveness. However, the Board believes that Trustees need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties. The Board believes that its members satisfy this standard.
Experience relevant to having this ability may be achieved through a Trustees educational background; business, professional training or practice; public service or academic positions; experience from service as a board member (including the Board) or as an executive of investment funds, public companies or significant private or non-profit entities or other organizations; and/or other life experiences.
To assist them in evaluating matters under federal and state law, the Independent Trustees may benefit from information provided by counsel to the Trust. The Board and its committees have the ability to engage other experts as appropriate. The Board evaluates its performance on an annual basis.
OFFICERS BACKGROUND AND COMPENSATION
Name Address Birth year Position With Trust |
Principal Occupations for Past Five Years and Previous Positions |
Total
Compensation From Trust* |
||
John C. McDonnell Birth Year: 1966 |
Principal Occupations: Chief Operations Officer, Wilmington Funds; Vice President, Wilmington Funds Management Corporation (2005 to present); Vice President, Wilmington Trust Investment Advisors, Inc. (2012 to present). | |
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Name Address Birth year Position With Trust |
Principal Occupations for Past Five Years and Previous Positions |
Total
Compensation From Trust* |
||
Chief Operations Officer Began serving: June 2017 |
Previous Positions: Vice President, Wilmington Trust Investment Management, LLC (2005 to 2012). | |||
Lisa Druelinger Birth year: 1978 |
Principal Occupation: Chief Compliance Officer and Anti-Money Laundering Officer, Wilmington Funds; Administrative Vice President, M&T Bank. | | ||
Chief Compliance Officer and AML Compliance Officer Began serving: November 2017 |
Previous Positions: Vice President and Senior Compliance Officer, Wilmington Trust Investment Advisors, Inc. (2015-2017); Wilmington Funds Product Manager, Wilmington Trust Investment Advisors, Inc. (2013-2015); Institutional and Retirement Services Product Manager, Wilmington Trust (2011-2013); Trust Compliance and Risk Management at M&T Bank (2006-2011). | |||
John J. Kelley Birth year: 1959 |
Principal Occupations: President of Wilmington Funds Management Corporation; Group Vice President and Chief Administrative Officer, Wilmington Trust Investment Advisors Inc. |
|
||
Vice President Began serving: December 2016 |
Previous Positions: Vice President of BNY Mellon Investment Servicing (formerly, PNC Global Investment Servicing) from (1/05 to 7/05); Vice President of Administration, 1838 Investment Advisors, LP (1999 to 2005); Chief Compliance Officer, 1838 Investment Advisors, LP (2004 to 2005). | |||
Robert L. Tuleya Birth year: 1974
Vice President and Assistant Secretary Began serving: September 2018 |
Principal Occupations: Vice President and Assistant Secretary, Wilmington Funds; Vice President and Assistant Secretary, Wilmington Funds Management Corporation (2018 to present); Vice President and Assistant Secretary, Wilmington Trust Investment Advisors, Inc (2018 to present); Vice President and Assistant Secretary, Wilmington Trust Investment Management, LLC (2018 to present); Vice President and Assistant General Counsel, M&T Bank (2018 to present).
Previous Positions: Vice President and Counsel, M&T Bank (2017 to 2018); Senior Counsel, PNC Bank (2014 to 2017). |
|||
Christopher W. Roleke 10 High Street, Suite 302 Boston, MA 02110 Birth year: 1972 |
Principal Occupations: Managing Director and Fund Principal Financial Officer, Foreside Management Services, LLC (2011 to present).
Previous Positions: Assistant Vice President, JP Morgan Investor Services Co. (2006 to 2011). |
| ||
Chief Financial Officer and Treasurer Began serving: July 2013 |
||||
Lisa R. Grosswirth Atlantic Terminal Office Tower 2 Hanson Place 12th Floor Brooklyn, NY 11217 Birth year: 1963 |
Principal Occupations: Vice President, BNY Mellon Asset Servicing (2004 to present).
Previous Positions: Supervisory Paralegal, The Dreyfus Corporation (1998 to 2004). |
| ||
Secretary Began serving: September 2007 |
70
Name Address Birth year Position With Trust |
Principal Occupations for Past Five Years and Previous Positions |
Total
Compensation From Trust* |
||||
Richard J. Berthy Three Canal Plaza, Suite 100 Portland, ME 04101 Birth year: 1958 |
Principal Occupations: Chief Executive Officer, Foreside Financial Group, LLC (2012 to present).
Previous Positions: President, Foreside Financial Group, LLC (2008 to 2012); Chief Administrative Officer, Foreside Financial Group, LLC (2005 to 2008); President and Secretary, Bainbridge Capital Management, LLC (2003 to 2006); Vice President, Bainbridge Capital Management (2002 to 2004). |
| ||||
Chief Executive Officer Began serving: September 2007 |
* |
Officers do not receive any compensation from the Trust. |
COMMITTEES OF THE BOARD
The Board of Trustees has established various committees to facilitate the timely and efficient consideration of all matters of importance to the Independent Trustees, the Trust, and each Funds shareholders, and to facilitate compliance with legal and regulatory requirements. Currently, the Board has an Audit Committee, Nominating and Governance Committee, Pricing Committee, and Disclosure Controls and Procedures Committee.
The Audit Committee is composed of Nicholas A. Giordano, Gregory P. Chandler, Chairman, and Donald E. Foley, each who are not interested persons of the Trust as defined in Section 2(a)(19) of the 1940 Act (individually, an Independent Trustee and collectively, the Independent Trustees). The Audit Committee, pursuant to its Charter, oversees and monitors the Trusts internal accounting and control structure, its auditing function and its financial reporting process. The Audit Committee is responsible for selecting and retaining the auditors for the Trust. The Audit Committee is also responsible for approving the audit plans, fees and other material arrangements in respect of the engagement of auditors, including non-audit services. The Chairman of the Audit Committee is responsible for pre-approving all non-audit related services, subject to ratification by the full Audit Committee. The Audit Committee reviews the qualifications of the auditors key personnel involved in the foregoing activities and monitors the auditors independence. The Audit Committee also discusses the Trusts processes with respect to risk assessment and risk management. During the fiscal year ended April 30, 2019, the Audit Committee met four times.
The Trust has a Nominating and Governance Committee which functions pursuant to its Charter. The Board of the Trust appoints the members of the Nominating and Governance Committee, which is composed of Richard B. Seidel, Chairman and Robert H. Arnold, each an Independent Trustee. The Nominating and Governance Committee is responsible for the selection and nomination for election to the full Board appropriate candidates for service as Trustees of the Trust. In addition, the Nominating and Governance Committee provides a forum for the Independent Trustees to address important issues of corporate governance for the Trust, including Trustee compensation and the Board self-evaluation, and to make appropriate recommendations to the full Board regarding sound governance practices. During the fiscal year ended April 30, 2019, the Nominating and Governance Committee met four times.
The Pricing Committee is composed of any one Independent Trustee and representatives from the Advisor. The Pricing Committee may make fair valuation determinations as may be required from time to time. The Pricing Committee meets as is required. During the fiscal year ended April 30, 2019, the Pricing Committee met four times.
The Disclosure Controls and Procedures (DC&P) Committee is composed of the Trusts Principal Executive Officer (PEO), Principal Financial Officer (PFO), and Chief Compliance Officer, as well as the Chief Investment Officer and Chief Operating Officer of the Advisor, and from time to time, Fund Counsel and other persons may be invited to attend meetings by the Trusts PEO and PFO. The DC&P Committee oversees internal controls relating to preparation and filing of financial statements and meets prior to the final approvals by the PEO and PFO of the Fund on the annual report, semi-annual report, Form N-Q filings and certain other filings. During the fiscal year ended April 30, 2019, the DC&P Committee met four times.
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BOARD OWNERSHIP OF SHARES IN THE FUNDS AND IN THE TRUST
AS OF DECEMBER 31, 2018
Board Member Name |
Dollar Range of Shares
Owned in Funds |
Aggregate Dollar
Range of Shares Owned in Trust |
||||||
Interested Board Member |
||||||||
Dominick J. DEramo |
$50,001-$100,000 | |||||||
Wilmington International Fund |
$50,001-$100,000 | |||||||
Independent Board Members |
||||||||
Robert H. Arnold |
Over $100,000 | |||||||
Wilmington U.S. Treasury Money Market Fund |
Over $100,000 | |||||||
Gregory P. Chandler |
$10,001-$50,000 | |||||||
Wilmington International Fund |
$10,001-$50,000 | |||||||
Donald E. Foley |
None | |||||||
Nicholas A. Giordano |
Over $100,000 | |||||||
Wilmington Diversified Income Fund |
Over $100,000 | |||||||
Wilmington Intermediate-Term Bond Fund |
Over $100,000 | |||||||
Wilmington Real Asset Fund |
Over $100,000 | |||||||
Richard B. Seidel |
$50,001-$100,000 | |||||||
Wilmington International Fund |
$50,001-$100,000 |
As of June 30, 2019, the Funds Board and Officers as a group owned less than 1% of each Funds outstanding shares.
BOARD LEADERSHIP STRUCTURE
The Board of Trustees is composed of five Independent Trustees and one interested trustee. Nicholas A. Giordano, Independent Trustee, serves as the Chairman of the Board and presides at meetings of the Board. Mr. Giordano regularly communicates with representatives of the Advisor and the Trust. Mr. Giordano leads the deliberative meetings of the Independent Trustees that are held outside of the presence of management personnel. The Independent Trustees are advised at these meetings, as well as at other times, by separate, independent legal counsel. Mr. Giordano may perform such other functions as may be requested by the Board from time to time. The Board believes that having a super-majority of Independent Trustees, coupled with an Independent Chairman, is appropriate and in the best interests of the Trust, given its specific characteristics.
The Trustees have the authority to take all actions necessary in connection with the business affairs of the Trust, including, among other things, approving the investment goals, policies and procedures for the Funds. The Trust enters into agreements with various entities to manage the day-to-day operations of the Funds, including with the Advisor, the sub-advisors, the administrator, the transfer agent, the distributor and the custodian. The Trustees are responsible for selecting these service providers, approving the terms of their contracts with the Funds, and exercising general oversight of these service providers on an ongoing basis.
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BOARD OVERSIGHT OF TRUST RISK
The Board has not established a formal risk committee. However, much of the regular work of the Board and its standing Committees addresses aspects of risk oversight. At each regular Board meeting, the Advisor reports to the full Board on actual and potential risks to the Funds and the Trust as a whole. In addition, as part of its regular quarterly reports to the Board about various matters, the Advisor reports to the Board on the various elements of risk, including investment risk, credit risk, liquidity risk and operational risk, as well as overall business risks relating to the Fund. In addition, the Audit Committee considers risks related to financial reporting and controls.
The Board has appointed a Chief Compliance Officer (CCO) who reports directly to the Boards Independent Trustees and provides presentations to the Board at its quarterly meetings and an annual report to the Board concerning compliance matters. The CCO oversees the development and implementation of compliance policies and procedures that are reasonably designed to prevent violations of the federal securities laws (Compliance Policies). The Board has approved the Compliance Policies, which seek to reduce risks relating to the possibility of non-compliance with the federal securities laws. The CCO also regularly discusses the relevant risk issues affecting the Trust during private meetings with the Independent Trustees, including concerning the Advisor, as applicable.
INVESTMENT ADVISOR
WILMINGTON FUND MANAGEMENT CORPORATION (WFMC). WFMC serves as the investment advisor to each of the Funds. WMFC is located at 1100 North Market Street, Wilmington, Delaware 19890 and is a Delaware corporation organized on September 17, 1981. It is a wholly owned subsidiary of Wilmington Trust Corporation, which is a wholly owned subsidiary of M&T Bank Corporation.
Several affiliates of WFMC are also engaged in the investment advisory business. Wilmington Trust Investment Management, LLC, a wholly owned subsidiary of Wilmington Trust Corporation, is a registered investment advisor.
Pursuant to an investment advisory agreement between the Trust and WFMC, WFMC manages the assets of the Funds (Investment Advisory Contract). The Investment Advisory Contract has an initial term of two years and continues in effect from year to year thereafter if such continuance is specifically approved at least annually by the Board of Trustees including a majority of the Independent Trustees casting votes in person at a meeting called for such purpose, or by vote of a majority of the outstanding voting securities of the Fund. The Investment Advisory Contract may be terminated by the Trust or the investment advisor on 60 days written notice without penalty. The Investment Advisory Contract will also terminate automatically in the event of its assignment as defined in the 1940 Act. Pursuant to the Investment Advisory Contract, WFMC is entitled to receive the following annual investment advisory fees, paid monthly as a percentage of average daily net assets:
Annual Fee (as a % of average daily net assets (Assets)) |
||||||
Fund |
WFMC |
WTIA* | ||||
Large-Cap Strategy Fund |
0.50% | None | ||||
International Fund |
0.45% | 80 | % | |||
Global Alpha Equities Fund |
0.95% | 80 | % | |||
Real Asset Fund |
0.45% on all Assets except Assets allocated to the inflation-protected and fixed-income securities (TIPS) strategy or the Enhanced Cash strategy. The fee for assets allocated to the TIPS strategy: 0.52% of the first $25 million; 0.49% of the next $25 million; and 0.47% of Assets over $50 million. The fee for assets allocated to the Enhanced Cash strategy is 0.53% on the assets. |
|
80 |
% |
||
Diversified Income Fund |
0.40% | 50 | % | |||
Intermediate-Term Bond Fund |
0.45% | None | ||||
Broad Market Bond Fund |
0.45% | None | ||||
Short-Term Bond Fund |
0.40% | None | ||||
Municipal Bond Fund |
0.45% | None | ||||
New York Municipal Bond Fund |
0.45% | None | ||||
U.S. Government Money Market Fund |
0.25% | None | ||||
U.S. Treasury Money Market Fund |
0.25% | None |
* |
Percentage shown represents the portion of WFMCs fees allocated to WTIA. |
73
WFMC has contractually agreed to waive a portion of its advisory fee or reimburse expenses to the extent that the expenses of a Fund (excluding fund of fund expenses, taxes, extraordinary expenses, brokerage commissions, interest, and class-specific expenses, such as Rule 12b-1 fees and shareholder servicing fees), expressed as an annualized percentage of average daily net assets, do not exceed the expense limitations set forth below.
EXPENSE LIMITATION | ||||||||||||
Fund |
Class A | Class I | TERMINATION DATE | |||||||||
Large-Cap Strategy Fund |
N/A | 0.25% | August 31, 2020 | |||||||||
International Fund |
0.98% | 0.85% | August 31, 2020 | |||||||||
Global Alpha Equities Fund |
1.49% | 1.24% | August 31, 2020 | |||||||||
Real Asset Fund |
0.96% | 0.71% | August 31, 2020 | |||||||||
Diversified Income Fund |
0.60% | 0.35% | August 31, 2020 | |||||||||
Intermediate-Term Bond Fund |
0.84% | 0.49% | August 31, 2020 | |||||||||
Broad Market Bond Fund |
0.84% | 0.49% | August 31, 2020 | |||||||||
Short-Term Bond Fund |
0.73% | 0.48% | August 31, 2020 | |||||||||
Municipal Bond Fund |
0.74% | 0.49% | August 31, 2020 | |||||||||
New York Municipal Bond Fund |
0.82% | 0.57% | August 31, 2020 |
EXPENSE LIMITATION | ||||||||||||||||||||
Institutional
Class |
Select
Class |
Administrative
Class |
Service
Class |
TERMINATION DATE | ||||||||||||||||
U.S. Government Money Market Fund |
0.27% | 0.37% | 0.62% | 0.77% | August 31, 2020 | |||||||||||||||
U.S. Treasury Money
|
N/A | 0.35% | 0.60% | 0.75% | August 31, 2020 |
ADVISORY SERVICES. Under the terms of the Investment Advisory Contract, WFMC has agreed to: (a) direct the investments of the Funds, subject to and in accordance with each Funds investment goal, policies and limitations set forth in the prospectus and this SAI; (b) purchase and sell for each Fund, securities and other investments consistent with a Funds goals and policies; (c) supply office facilities, equipment and personnel necessary for servicing the investments of each Fund; (d) pay the salaries of all personnel of the investment advisor performing services relating to research, statistical and investment activities on behalf of a Fund; (e) make available and provide such information as the Trust and/or its administrator may reasonably request for use in the preparation of its registration statement, reports and other documents required by any applicable federal, foreign or state statutes or regulations; and (f) make its officers and employees available to the Trustees and officers of the Trust for consultation and discussion regarding the management of each Fund and its investment activities. Additionally, WFMC has agreed to create and maintain all necessary records in accordance with all applicable laws, rules and regulations pertaining to the various functions performed by it and not otherwise created and maintained by another party pursuant to a contract with the Funds. The Trust and/or WFMC may at any time upon approval by the Board of Trustees, enter into one or more sub-advisory agreements with a sub-advisor pursuant to which WFMC delegates any or all of its duties as listed.
The Investment Advisory Contract provides that WFMC shall not be liable for any error of judgment or mistake of law or for any loss suffered by a Fund in connection with the matters to which the agreement relates, except to the extent of a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its obligations and duties under the agreement. The salaries of any officers and the Interested Trustees employed by WFMC and the salaries of all personnel of WFMC performing services for each Fund relating to research, statistical and investment activities are paid by WFMC. Each Fund and each class of shares of a Fund pays its respective pro rata portion of the advisory fee payable by the Fund.
SUB-ADVISORY SERVICES
ALL FUNDS. WTIA, 1100 North Market Street, 9th Floor Wilmington, DE 19890, provides certain investment services, information, advice, assistance and facilities and performs research, statistical and investment services pursuant to a sub-advisory agreement among the Trust, WFMC and WTIA. For providing sub-advisory services, WTIA may receive a portion of WFMCs advisory fee received from each Fund. The allocation of the fees between WFMC and WTIA is based on the allocation of responsibilities between WFMC and WTIA with respect to each Fund. WFMC may reallocate investment advisory responsibilities and fees between itself and WTIA without obtaining shareholder approval. Any such reallocation will not result in a reduction in the nature and level of services provided to each Fund or in an increase in the aggregate fees paid by each Fund for such services.
74
In addition, subject to oversight by the Board, WFMC is responsible for overseeing the sub-advisors and recommending their hiring, termination and replacement. Pursuant to an exemptive order from the SEC, WFMC (subject to the approval of the Board) may, with respect to any of the Funds, select and replace sub-advisors, which are unaffiliated with WFMC, and amend Sub Advisory agreements without obtaining shareholder approval, provided that certain conditions are met.
For their services, each sub-advisor (other than WTIA) is entitled to receive a fee based upon a percentage of their respective Funds average daily net assets, which will be paid by the Fund and not by the Advisor. The rate of the overall fee payable to the multiple sub-advisors of a sub-advised Fund may vary depending on the amount of assets that are allocated to the different sub-advisors of the sub-advised Fund due to the differences in their fees. The rate of the overall fee payable to the multiple sub advisors of a sub advised Fund may also vary, from time to time, due to increases or decreases in the market value of the portions of the Funds portfolio managed by particular sub-advisors. These variations may occur even though there has been no change in the contractual arrangements between the Fund and any sub-advisor. With respect to the International Fund, Real Asset Fund, and the Global Alpha Equities Fund, should changes to a Sub-Advisory agreement result in an increase in the overall management and advisory fee payable by the Fund to over 0.95%, 1.10%, and 1.95%, respectively, shareholders of the Fund will be required to approve such change.
INTERNATIONAL FUND
Each of Allianz Global Investors U.S. LLC (Allianz), AXA Investment Managers, Inc. (AXA), Berenberg Asset Management LLC (Berenberg), Nikko Asset Management Americas, Inc. (Nikko), and Schroder Investment Management North America, Inc. (Schroder) and WTIA act as sub-advisors to the International Fund. WTIA serves as the principal sub-advisor and will allocate assets of the International Fund among the sub-advisors. The allocation of assets among the sub-advisors may vary from time to time and WTIA may not allocate assets to every sub-advisor.
Allianz is located at 1633 Broadway, New York, NY 10019.
AXA is located at 100 West Putnam Avenue, Greenwich, CT 06830.
Berenberg is located at 1251 Avenue of the Americas, 53rd Floor, New York, NY 10020
Nikko is located at 605 3rd Avenue, 38th Floor, New York, NY 10158
Schroder is located at 7 Bryant Park, New York, NY 10018.
SUB-ADVISOR |
SUBADVISORY FEE AS A
|
|
Allianz |
0.38% on assets allocated to the Europe Equity Growth Select Strategy 0.25% on assets allocated to the High Dividend Europe Strategy |
|
AXA |
0.43% on the first $150 million in assets; and 0.41% on assets over $150 million |
|
Berenberg |
0.27% | |
Nikko |
0.32% | |
Schroder |
0.50% |
Of the 0.81% management fee disclosed in the Funds fee table in the summary prospectus, 0.36% can be allocated to sub-advisors (other than WTIA) that assist in managing the Funds assets.
75
GLOBAL ALPHA EQUITIES FUND
WTIA acts as sub-advisor to the Fund.
Wellington Management Company LLP (Wellington) acts as a subadvisor to the Fund. Wellingtons address is 280 Congress St., Boston, MA 02210.
The Fund is directly responsible for paying Wellington the following sub-advisory fee as a percentage of average daily net assets allocated to and managed by Wellington: 0.55%.
REAL ASSET FUND
The sub-advisors to the Real Asset Fund are WTIA, Pacific Investment Management Company LLC (PIMCO) and Parametric Portfolio Associates LLC (Parametric) each of which are registered investment advisors. In addition, WTIA, as the principal sub-advisor, directly manages the portions of the Real Asset Fund allocated to the inflation-protected and fixed-income securities strategy (e.g., TIPS) and to the enhanced cash strategy. WTIA allocates assets of the Real Asset Fund among the sub-advisors. The allocation of assets among the sub-advisors may vary from time to time.
PIMCO, located at 840 Newport Center Drive, Newport Beach, CA 92660, is a Delaware limited liability company and is a majority-owned subsidiary of Allianz Global Investors of America L.P., (AGI LP) with a minority interest held by PIMCO Partners, LLC. PIMCO Partners, LLC is owned by the current managing directors and executive management of PIMCO. AGI LP was organized as a limited partnership under Delaware law in 1987. AGI LPs sole general partner is Allianz Global Investors of America LLC, a Delaware limited liability company. Allianz Global Investors of America LLC has two members, Allianz of America, Inc., a Delaware corporation which owns a 99.9% non-managing interest and Allianz Global Investors of America Holdings Inc., a Delaware corporation which owns a 0.1% managing interest. Allianz Global Investors of America Holdings Inc. is a wholly-owned subsidiary of Allianz Global Investors Aktiengesellschaft. Allianz Global Investors Aktiengesellschaft is owned 25.53% by AZ-Argos 6 Vermoegensverwaltungsgesellschaft mbH and 74.47% by Allianz Societas Europaea (Allianz SE). AZ-Argos 6 Vermoegensverwaltungsgesellschaft mbH is wholly-owned by Allianz Finanzbeteiligungs GmbH which is wholly owned by Allianz SE. Allianz of America, Inc. is wholly-owned by Allianz SE. Allianz SE indirectly holds a controlling interest in Allianz Global Investors of America L.P. Allianz SE is a European-based, multinational insurance and financial services holding company.
Parametric is located at 800 Fifth Avenue, Suite 2800, Seattle, WA 98104
The Real Asset Fund is directly responsible for paying each of its sub-advisors the following sub-advisory fees as a percentage of average daily net assets allocated to and managed by a sub-advisor:
SUB-ADVISOR |
SUB- ADVISORY FEE AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS (ASSETS) |
|
PIMCO |
0.25% on all Fund account assets | |
Parametric |
0.25% on the first $20 million in assets; 0.20% on the next $20 million in assets; and 0.15% on assets in excess of $40 million |
Of the 0.56% management fee disclosed in the Funds fee table in the summary prospectus, 0.11% can be allocated to sub-advisors (other than WTIA) that assist in managing the Funds assets.
SUB-ADVISORY AGREEMENTS. Each Sub-Advisory Agreement provides that the sub-advisor has discretionary investment authority with respect to the portion of the Funds assets allocated to it by WFMC, subject to the restrictions of the 1940 Act, the Internal Revenue Code of 1986, as amended, applicable state securities laws, applicable statutes and regulations of foreign jurisdictions, the Funds investment goal, policies and restrictions and the instructions of the Board of Trustees and WFMC.
76
Each Sub-Advisory Agreement provides that the sub-advisor will not be liable for any action taken, omitted or suffered to be taken except if such acts or omissions are the result of willful misfeasance, bad faith, gross negligence or reckless disregard of duty. Each Sub-Advisory Agreement continues in effect for two years and then from year to year so long as continuance of each such Sub-Advisory Agreement is approved at least annually (i) by the vote of a majority of the Independent Trustees at a meeting called for the purpose of voting on such approval and (ii) by the vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund. Each Sub-Advisory Agreement terminates automatically in the event of its assignment and is terminable on written notice by the Trust (without penalty, by action of the Board of Trustees or by vote of a majority of the Funds outstanding voting securities) or by WFMC or the sub-advisor. Each Sub-Advisory Agreement provides that written notice of termination must be provided sixty days prior to the termination date, absent mutual agreement for a shorter notice period. WTIA may receive a sub-advisory fee from WFMC as agreed to from time to time with WFMC. Such fee paid to WTIA will not exceed the contractual amount of WFMCs advisory fee. The fee shall be payable monthly as soon as practicable after the last day of each month.
SUB-ADVISORY FEE WAIVER AGREEMENT. For purposes of calculating the sub-advisory fee payable by a Fund, some sub-advisors (each, a Participating Sub-Advisor) have entered into an agreement with WFMC to waive a portion of its fee in an amount equal to the difference between the sub-advisory fee calculated as stated in each Participating Sub-Advisors sub-advisory agreement and the sub-advisory fee calculated pursuant to a separate fee waiver agreement. Under the fee waiver agreement, a Participating Sub-Advisors fee calculation is based on the average daily net asset value of a Fund Account together with the account values of certain similarly managed assets in client accounts of WFMC and its affiliates. In effect, the fee waiver agreement allows the calculation of the sub-advisory fee using asset levels that trigger a reduced rate sooner than if only a Fund account assets were considered in determining the sub-advisory fee. Although the fee waiver agreement lowers the effective sub-advisory fee paid by a Fund and such reduction will accrue to the benefit of the shareholders of the Fund, the lower effective sub-advisory fee paid by the Advisor on behalf of the similarly managed assets in client accounts of WFMC and its affiliates will accrue to the benefit of WFMC and its affiliates. This additional benefit to WFMC is the direct result of using Fund account assets to reduce the sub-advisory fee paid to the Participating Sub-Advisor for services to the similarly managed assets.
PORTFOLIO MANAGERS
The management of the Funds and their sub-advisors is the responsibility of a group of WFMC and WTIA investment professionals as more fully described in the Prospectus for the Funds. Personnel of WTIA, pursuant to an employee leasing agreement, may serve as WFMC employees for WFMC services to a Fund. The information provided below supplements the information provided in the Prospectuses under the heading Who Manages the Funds with respect to the investment professionals responsible, either individually or jointly, for the day-to-day management of each of the Funds, including information regarding:
(i) OTHER ACCOUNTS MANAGED. Other accounts managed by portfolio managers and management team members jointly and primarily responsible for the day-to-day management of the Funds;
(ii) MATERIAL CONFLICTS OF INTEREST. Material conflicts of interest identified by WFMC and WTIA and each sub-advisor that may arise in connection with a portfolio managers management of a Funds investments and investments of other accounts managed for the Funds. These potential conflicts of interest include material conflicts between the investment strategy of a Fund and the investment strategy of the other accounts managed by the portfolio manager and conflicts associated with the allocation of investment opportunities between a Fund and other accounts managed by the portfolio manager. Additional conflicts of interest may potentially exist or arise that are not discussed below;
77
(iii) COMPENSATION. A description of the structure of, and method used to determine the compensation received by the Funds portfolio managers or management team members from the Funds, the advisor or any other source with respect to managing the Funds and any other accounts for the fiscal year ended April 30, 2013; and
(iv) OWNERSHIP OF SECURITIES. Information regarding each portfolio managers dollar range of equity securities beneficially owned in the Funds as of April 30, 2013.
WILMINGTON INTERNATIONAL FUND WILMINGTON REAL ASSET FUND WILMINGTON GLOBAL ALPHA EQUITIES FUND
WFMC, INVESTMENT ADVISOR
WTIA, PRINCIPAL SUB-ADVISOR
OTHER ACCOUNTS MANAGED (AS OF APRIL 30, 2019)
Portfolio Manager/Type of Accounts |
Total Number
of account Managed |
of Accounts
Total Assets (millions) |
||||||
Matthew D. Glaser |
||||||||
Registered Investment Companies: |
$ | 0 | ||||||
Other Pooled Investment Vehicles: |
3 | $ | 277.6 | |||||
Other Accounts |
190 | $ | 130.1 |
Dollar range of shares owned in International Fund: None.
Dollar range of shares owned in Real Asset Fund: None.
Dollar range of shares owned in Global Alpha Equities Fund: None.
Portfolio Manager/Type of Accounts |
Total Number
of account Managed |
of Accounts
Total Assets (millions) |
||||||
Clement K. Miller |
||||||||
Registered Investment Companies: |
0 | $ | 0 | |||||
Other Pooled Investment Vehicles: |
0 | $ | 0 | |||||
Other Accounts: |
0 | $ | 0 |
Dollar range of shares owned in International Fund: None.
Portfolio Manager/Type of Accounts |
Total Number
of account Managed |
of Accounts
Total Assets (millions) |
||||||
Jordan Strauss |
||||||||
Registered Investment Companies: |
0 | $ | 0 | |||||
Other Pooled Investment Vehicles: |
2 | $ | 101.6 | |||||
Other Accounts: |
0 | $ | 0 |
78
Dollar value range of shares owned in Global Alpha Equities Fund: None
Dollar value of shares owned in the Real Asset Fund: None
WILMINGTON DIVERSIFIED INCOME FUND
WFMC, INVESTMENT ADVISOR
WTIA, SUB-ADVISOR
OTHER ACCOUNTS MANAGED (AS OF APRIL 30, 2019)
Portfolio Manager/Type of Accounts |
Total Number
of account Managed |
of Accounts
Total Assets (millions) |
||||||
Allen E. Choinski, CFA |
||||||||
Registered Investment Companies: |
0 | 0 | ||||||
Other Pooled Investment Vehicles: |
0 | $ | 0 | |||||
Other Accounts: |
0 | $ | 0 |
Portfolio Manager/Type of Accounts |
Total Number
of account Managed |
of Accounts
Total Assets (millions) |
||||||
Matthew D. Glaser |
||||||||
Registered Investment Companies: |
0 | 0 | ||||||
Other Pooled Investment Vehicles: |
3 | $ | 277.6 | |||||
Other Accounts: |
190 | $ | 130.1 |
Portfolio Manager/Type of Accounts |
Total Number
of account Managed |
of Accounts
Total Assets (millions) |
||||||
Andrew H. Hopkins, CFA, CPA |
||||||||
Registered Investment Companies: |
0 | 0 | ||||||
Other Pooled Investment Vehicles: |
4 | $ | 212.0 | |||||
Other Accounts: |
2,943 | $ | 2,538.2 |
Portfolio Manager/Type of Accounts |
Total Number
of account Managed |
of Accounts
Total Assets (millions) |
||||||
Mark D. Horst, CFA |
||||||||
Registered Investment Companies: |
0 | 0 | ||||||
Other Pooled Investment Vehicles: |
3 | $ | 36.0 | |||||
Other Accounts: |
1,825 | $ | 1,203.3 |
Dollar range of shares owned in Diversified Income Fund: None.
Portfolio Manager/Type of Accounts |
Total Number
of account Managed |
of Accounts
Total Assets (millions) |
||||||
Dominick J. DEramo, CFA |
||||||||
Registered Investment Companies: |
0 | 0 | ||||||
Other Pooled Investment Vehicles: |
2 | $ | 27.3 | |||||
Other Accounts |
361 | $ | 4,626.6 |
79
Dollar range of shares owned in Diversified Income Fund: None.
WILMINGTON LARGE-CAP STRATEGY FUND
WFMC, INVESTMENT ADVISOR
WTIA, SUB-ADVISOR
OTHER ACCOUNTS MANAGED (AS OF APRIL 30, 2019)
Portfolio Manager/Type of Accounts |
Total Number
of account Managed |
of Accounts
Total Assets (millions) |
||||||
Matthew D. Glaser |
||||||||
Registered Investment Companies |
0 | $ | 0 | |||||
Other Pooled Investment Vehicles |
3 | $ | 277.6 | |||||
Other Accounts |
190 | $ | 130.1 | |||||
Andrew H. Hopkins, CFA, CPA |
||||||||
Registered Investment Companies |
0 | $ | 0 | |||||
Other Pooled Investment Vehicles |
4 | $ | 212.0 | |||||
Other Accounts |
2,943 | $ | 2,538.2 | |||||
Karen Purzitsky, CFA |
||||||||
Registered Investment Companies |
0 | $ | 0 | |||||
Other Pooled Investment Vehicles |
0 | $ | ||||||
Other Accounts |
190 | $ | 130.1 |
Dollar value range of shares owned in the Large-Cap Strategy Fund: None.
80
WILMINGTON INTERMEDIATE-SHORT TERM BOND FUND/WILMINGTON BROAD MARKET BOND FUND/WILMINGTON SHORT-TERM BOND FUND
WFMC, INVESTMENT ADVISOR
WTIA, SUB-ADVISOR
OTHER ACCOUNTS MANAGED (AS OF APRIL 30, 2019)
Portfolio Manager/Type of Accounts |
Total Number
of account Managed |
of Accounts
Total Assets (millions) |
||||||
Dominick DEramo |
||||||||
Registered Investment Companies: |
0 | $ | 0 | |||||
Other Pooled Investment Vehicles: |
2 | $ | 27.3 | |||||
Other Accounts: |
361 | $ | 4,626.6 |
Dollar value range of shares owned in the Intermediate-Term Bond Fund: None.
Dollar value range of shares owned in the Broad Market Bond Fund: None.
Dollar value range of shares owned in the Intermediate-Term Bond Fund: None.
Dollar value range of shares owned in the Broad Market Bond Fund: None.
Dollar value range of shares owned in the Short-Term Bond Fund: None.
Dollar value range of shares owned in the Intermediate-Term Bond Fund: None.
Dollar value range of shares owned in the Broad Market Bond Fund: None.
Dollar value range of shares owned in the Short-Term Bond Fund: None.
Portfolio Manager/Type of Accounts |
Total Number
of account Managed |
of Accounts
Total Assets (millions) |
||||||
Randy H. Vogel |
||||||||
Registered Investment Companies: |
0 | $ | 0 | |||||
Other Pooled Investment Vehicles: |
2 | $ | 27.3 | |||||
Other Accounts: |
42 | $ | 2,214.1 |
81
Dollar value range of shares owned in the Intermediate-Term Bond Fund: None.
Dollar value range of shares owned in the Broad Market Bond Fund: None.
WILMINGTON MUNICIPAL BOND FUND/WILMINGTON NEW YORK MUNICIPAL BOND FUND
WFMC, INVESTMENT ADVISOR
WTIA, SUB-ADVISOR
OTHER ACCOUNTS MANAGED (AS OF APRIL 30, 2019)
Dollar value range of shares owned in the Municipal Bond Fund: None.
Dollar value range of shares owned in the New York Municipal Bond Fund: None.
Dollar value range of shares owned in the Municipal Bond Fund: None.
Dollar value range of shares owned in the New York Municipal Bond Fund: None.
Dollar value range of shares owned in the Municipal Bond Fund: None.
Dollar value range of shares owned in the New York Municipal Bond Fund: None.
Portfolio Manager/Type of Accounts |
Total Number
of account Managed |
of Accounts
Total Assets (millions) |
||||||
John J. Malloy, Jr. |
||||||||
Registered Investment Companies: |
0 | $ | 0 | |||||
Other Pooled Investment Vehicles: |
1 | $ | 116.8 | |||||
Other Accounts: |
976 | $ | 4459.3 |
82
Dollar value range of shares owned in the Municipal Bond Fund: None.
Dollar value range of shares owned in the New York Municipal Bond Fund: None.
Compensation Structure
Compensation is comprised of a base salary and an annual incentive bonus. The base salary is based on the job description of the position and the overall qualifications of the individual. Each portfolio managers performance is formally evaluated annually and based on a variety of factors. The bonus is determined by three components: the overall performance of M&T Bank, the overall performance of WTIA relative to the budget and each portfolio managers investment performance relative to the benchmarks for the fund that he helps manage.
The performance portion of each portfolio managers incentive bonus is based on the time weighted rates of return for the funds he helps manage compared to the relevant indices with the heaviest emphasis on the current year results. Prior period results are a factor to the extent that they build an argument for additional compensation based on a superior long-term track record.
Conflicts of Interest (WFMC/WTIA Portfolio Managers)
Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one account. More specifically, portfolio managers who manage multiple accounts are presented with the following potential conflicts:
|
The management of multiple accounts may result in a portfolio manager devoting unequal time and attention to the management of each account. WFMC/WTIA seek to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most accounts managed by a portfolio manager in a particular investment strategy are managed using the same investment models. |
|
If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one account, an account may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible accounts. To deal with these situations, WFMC/WTIA have adopted procedures for allocating portfolio transactions across multiple accounts. |
|
With respect to many of its clients accounts, WFMC/WTIA determine which broker to use to execute transaction orders, consistent with its duty to seek best execution of the transaction. However, with respect to certain other accounts, WFMC/WTIA may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, WFMC/WTIA may place separate, non-simultaneous, transactions for a Fund and other accounts, which may temporarily affect the market price of the security or the execution of the transaction, or both, to the detriment of the Fund or the other accounts. |
|
The Fund is subject to different regulation than the other pooled investment vehicles and other accounts managed by the portfolio manager. As a consequence of this difference in regulatory requirements, the Fund may not be permitted to engage in all the investment techniques or transactions or to engage in these transactions to the same extent as the other accounts managed by the portfolio manager. Finally, the appearance of a conflict of interest may arise where WFMC/WTIA have an incentive, such as a performance-based management fee, which WFMC/WTIA may charge in the future to some accounts, with respect to which a portfolio manager has day-to-day management responsibilities. |
WFMC/WTIA have adopted certain compliance procedures which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.
83
ALLIANZ GLOBAL INVESTORS U.S. LLC (AllianzGI)
OTHER ACCOUNTS MANAGED (AS OF APRIL 30, 2019)
Thorsten Winkelmann
Portfolio Manager/ Type of Accounts |
Total Number of
Accounts Managed |
Total Assets
(millions) |
Number of Accounts
Managed subject to a Performance Based Advisory Fee |
Total Assets Managed
subject to a Performance Based Advisory Fee (millions) |
||||
Registered Investment Companies |
1 | $ 29 | 0 | $ 0 | ||||
Other Pooled Investment Vehicles |
7 | $13,620 | 2 | $1,648 | ||||
Other Accounts |
28 | $ 7,654 | 2 | $ 231 |
Dollar value range of shares owned in the International Fund: None.
Robert Hoffman
Portfolio Manager/ Type of Accounts |
Total Number of
Accounts Managed |
Total Assets
(millions) |
Number of Accounts
Managed subject to a Performance Based Advisory Fee |
Total Assets Managed
subject to a Performance Based Advisory Fee (millions) |
||||
Registered Investment Companies |
1 | $ 29 | 0 | $ 0 | ||||
Other Pooled Investment Vehicles |
7 | $13,620 | 2 | $1,648 | ||||
Other Accounts |
28 | $ 7,654 | 2 | $ 231 |
Dollar value range of shares owned in the International Fund: None.
Karsten Niemann
Portfolio Manager/ Type of Accounts |
Total Number of
Accounts Managed |
Total Assets
(millions) |
Number of Accounts
Managed subject to a Performance Based Advisory Fee |
Total Assets Managed
subject to a Performance Based Advisory Fee (millions) |
||||
Registered Investment Companies |
0 | $ 0 | 0 | $ 0 | ||||
Other Pooled Investment Vehicles |
3 | $1,452 | 0 | $ 0 | ||||
Other Accounts |
34 | $7,549 | 2 | $46 |
Dollar value range of shares owned in the International Fund: None.
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Kai Hirschen
Portfolio Manager/ Type of Accounts |
Total Number of
Accounts Managed |
Total Assets
(millions) |
Number of Accounts
Managed subject to a Performance Based Advisory Fee |
Total Assets Managed
subject to a Performance Based Advisory Fee (millions) |
||||
Registered Investment Companies |
0 | $ 0 | 0 | $ 0 | ||||
Other Pooled Investment Vehicles |
2 | $ 70 | 0 | $ 0 | ||||
Other Accounts |
14 | $3,199 | 0 | $ 0 |
Dollar value range of shares owned in the International Fund: None.
Compensation Structure (AllianzGI)
AllianzGI acknowledges the importance of financial incentives, and rewards employees competitively in line with market practice and local regulations, as applicable. Individual compensation is typically a function of individual, team and company performance, and is also benchmarked against comparable market pay.
The primary components of compensation are the base salary, which typically reflects the scope, responsibilities and experience required in a particular role; and an annual discretionary variable compensation payment. The variable compensation typically includes both an annual cash award that pays out immediately at the end of the performance year and a deferred component for all members of staff whose variable compensation exceeds a certain threshold.
The deferred component consists of a Long-Term Incentive Program Award (LTIPA) but, for those members of staff whose variable compensation exceeds a certain threshold, the deferred component is split 50% / 50% between the aforementioned LTIPA and a Deferral into Funds program (DIF), which enables employees to invest in AllianzGI investment strategies.
Deferral rates increase in line with the amount of variable compensation and can reach up to 50%. Awards, splits, components and deferral percentages are regularly reviewed to ensure they meet industry best practice and, where applicable, comply with regulatory standards.
Discretionary variable compensation is primarily designed to reflect the achievements of an individual against set goals over a certain time period. For an investment professional, these goals will typically be 70% quantitative and 30% qualitative. The quantitative element will reflect investment performance over a three-year rolling time period (calculated as one-year plus three-year results at 25% and 75% weightings respectively).
For portfolio managers, the performance metric is aligned with the benchmarks of the client portfolios they manage or, if there is no reference benchmark, with the clients stated investment outcome objective. The qualitative element reflects contributions to broader team goals, such as idea sharing, contributions made to client review meetings, product development or product refinement initiatives, and the way behaviors reflect our core values of excellence, passion, integrity and respect.
Conflicts of Interest (AllianzGI)
AllianzGI must take reasonable care to identify and manage conflicts of interest if and when they arise. This includes conflicts (i) within AllianzGI, (ii) between AllianzGI and other Allianz entities, (iii) between AllianzGI interests and those of its clients, and (iv) between the interests of different clients.
85
Policy Standards
AllianzGI has policies and procedures reasonably designed to:
i. |
Identify and keep a record of the material conflicts that arise in its business, and to comply with applicable laws/regulations and contractual requirements in this regard; |
|||||
ii. |
Maintain and operate effective internal arrangements intended to mitigate the risk that any such conflicts will cause material damage to the interests or reputation of Allianz, Allianz Asset Management of America, AllianzGI or its clients; and |
|||||
iii. |
Comply with any regulatory or contractual requirements on disclosure of conflicts of interest to clients, and in particular the disclosure requirements arising from Section 206 of the Advisers Act (including court or regulatory interpretations thereunder). |
Areas where potential conflicts of interest may arise include, but are not limited to:
Side-by-Side Management
AllianzGI may from time to time manage Funds and other accounts with fixed management fees (fixed fee accounts) alongside accounts managed under the same or substantially similar investment strategy paying performance based fees (performance fee accounts). AllianzGI has developed policies and procedures to address the potential for conflicts between fixed fee accounts and performance fee accounts as well as other potential conflicts related to managing discretionary and non-discretionary accounts. AllianzGI monitors for preferential treatment of accounts whenever accounts subject to side-by-side conflicts are managed under the same or similar investment strategy.
Wrap Fee Accounts and Model Delivery
Potential conflicts arise when AllianzGI manages wrap fee program portfolios traded by the program Sponsor side-by-side with other accounts traded on AllianzGI trading desk. AllianzGI typically initiates implementation of orders for accounts in the Wrap Fee Programs at the same time it initiates execution of orders for its other clients. Potential conflicts also arise in connection with the management of a particular investment strategy across multiple wrap fee programs offered by different program Sponsors. AllianzGI has implemented a trade rotation process to mitigate these conflicts of interest whereby the order of recommendation notification to the different Sponsors is rotated based on a random computer-generated sequence.
Investment Persons
AllianzGI has adopted policies and procedures to address actual or potential conflicts arising from personal relationships involving portfolio managers, investment analysts and traders (collectively Investment Persons) that may impact the Investment Persons professional judgment. AllianzGI Policies are: (i) to identify actions, transactions, circumstances or relationships that are or could potentially be deemed or appear to create a conflict between the interests of AllianzGI or its Investment Persons and those of its clients; (ii) to assess the nature of a conflict; (iii) to implement policies and procedures to manage conflicts in a manner that is fair and equitable; and (iv) to make full disclosure of those conflicts.
Small Cap and Thinly Traded Securities
AllianzGI manages ultra micro-cap, micro-cap and small cap strategies (collectively small cap) on behalf of its clients. Portfolio managers may determine that certain securities within the small cap universe are too small or too thinly traded to be appropriate for client portfolios. AllianzGI defines small cap to be an issuer with a total market capitalization of less than $2 billion, and a security is deemed to be thinly traded if it is traded infrequently or has a trading volume of less than 50,000 shares a day. Such securities may however be attractive to a portfolio manager or investment analyst for inclusion into their personal portfolios. AllianzGI has adopted policies and procedures to address the potential for conflict between the interests of clients and the interests of portfolio managers and analysts who manage the small cap strategies.
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AXA INVESTMENT MANAGERS, INC. (AXA IM)
OTHER ACCOUNTS MANAGED (AS OF APRIL 30, 2019)
Isabelle de Gavoty
Portfolio Manager/ Type of Accounts |
Total Number of
Accounts Managed |
Total Assets
(millions) |
Number of Accounts
Managed subject to a Performance Based Advisory Fee |
Total Assets Managed
subject to a Performance Based Advisory Fee (millions) |
||||||||||||||||
Registered Investment Companies |
0 | $ | 0 | 0 | $ | 0 | ||||||||||||||
Other Pooled Investment Vehicles |
0 | $ | 0 | 0 | $ | 0 | ||||||||||||||
Other Accounts |
0 | $ | 0 | 0 | $ | 0 |
Dollar value range of shares owned in the International Fund: None.
Caroline Moleux
Portfolio Manager/ Type of Accounts |
Total Number of
Accounts Managed |
Total Assets
(millions) |
Number of Accounts
Managed subject to a Performance Based Advisory Fee |
Total Assets Managed
subject to a Performance Based Advisory Fee (millions) |
||||||||||||||||
Registered Investment Companies |
0 | $ | 0 | 0 | $ | 0 | ||||||||||||||
Other Pooled Investment Vehicles |
0 | $ | 0 | 0 | $ | 0 | ||||||||||||||
Other Accounts |
0 | $ | 0 | 0 | $ | 0 |
Dollar value range of shares owned in the International Fund: None.
Compensation Philosophy (AXA IM)
AXA IM operates a Total Reward philosophy based on financial rewards such as fixed pay, variable pay, benefits and non-financial awards such as recognition and career and development opportunities. This approach helps AXA IM to:
|
Attract and retain the best skills and talents by offering competitive packages and differentiating high performers; |
|
Foster employee engagement by rewarding fairly and consistently across all businesses sectors, teams and individuals; |
|
Strengthen leadership by rewarding performance as a combination of both results and behaviors. |
Performance Measurement: Portfolio Managers
The portfolio managers total variable pay is granted on a discretionary basis based on performance. Performance is assessed on both quantitative and qualitative objectives. The criteria taken into consideration include:
|
Three-year moving average performance of the portfolio compared to the benchmark and its peer universe |
|
The portfolio managers role in the investment process (the weight their proposals carry) |
|
Sales involvement (availability for and attendance of client meetings, reporting, supporting the sales teams) |
In addition, the portfolio managers performance assessment takes into consideration risk and compliance factors and leadership.
87
Performance Measurement: Analysts and Traders
Performance is assessed based on a combination of specific quantitative and qualitative performance factors, as well as generic factors including contributions to risk and compliance, budget achievements and leadership and culture.
Managers assess each employees overall performance as a combination of their individual results, (the what) and leadership (the how).
Analysts are assessed on their ability to translate information into practical recommendations for managers based on factors such as quality of industry and issuer coverage and the ability to react to and integrate market information into recommendations.
The performance of traders is judged on their ability to deliver trading solutions which enhance the performance of our clients investments through effective trade execution and access to liquidity in the market; synthesis and dissemination of information to investment teams, and delivery of qualitative and quantitative analysis.
Compensation Structure
AXA IM applies a pay-for-performance approach to remuneration, incorporating adjustments for risk considerations, to recognize employees who contribute the greatest value to the firm and the managed funds, considering performance, behaviors, experience and critical skills. The intent of this approach is to attract and retain the best skills and talents, to foster employee engagement and to strengthen AXA IMs leadership that will provide the best results to AXA IMs clients over the long term, which in turn will ultimately strengthen AXA IM through higher client and asset retention.
Remuneration is structured to reward:
1. |
Organizational responsibility, professional experience and skills required of the role, as well as the individuals capability to perform the duties of the role through fixed remuneration. |
2. |
Short-term: value creation for clients and AXA IM through cash variable pay based on annual performance. |
3. |
Medium-term: value creation for the clients and AXA IM through the Deferred Incentive Plan (DIP) which is structured over a three-year period. |
4. |
Long-term: value creation for clients and AXA IM through AXA IM performance shares which are structured over a ten-year period and through the AXA Long Term Incentive (LTI) Program (made up of AXA stock-options, AXA performance shares). |
Cash variable pay and DIP, where appropriate, and subject to local laws and regulation, may be awarded in units indexed to a basket (s) of AXA IM funds.
Deferral Policy
AXA IM operates an automatic deferral policy applicable to all employees whereby a minimum level of deferred remuneration will be awarded as a proportion of the employees total variable pay, depending on the amount of the total variable pay or total remuneration and whether the employee is subject to remuneration-related regulations (e.g. under AIFMD, CRD IV). A portfolio manager/analyst would typically have either: 20%, 40% or 60% of their total variable remuneration deferred depending on these factors. The remaining amount will be paid in cash as an immediate award.
88
Vesting of AXA IM deferred awards is subject to investment performance conditions, as well as malus considerations.
Conflicts of Interest
AXA IM is committed to identifying and understanding where conflicts of interest might occur within its business. In line with MiFID, UCITS and AIFMD requirements, we take all necessary steps to manage these conflicts.
AXA IM neither owns nor holds any shares in brokerage or investment banking organizations and thus avoids many of the conflicts of interest that may arise with asset managers who are part of organizations that include investment banking activities.
Thus, we avoid the need for any formal informational barriers they require. However, we recognize that conflicts of interest may arise in our business. Where these conflicts arise we put in place rigorous checks and balances with the appropriate oversight to manage these conflicts. Typically these may involve segregation of duties and responsibilities, or other appropriate controls to avoid individuals facing such conflicts.
In all areas of its business, AXA IM has procedures to ensure that all clients are treated fairly, and that any potential conflicts of interest are appropriately identified, managed and disclosed.
These notably include procedures such as a centralized dealing desk and aggregation rules to ensure that clients receive the same price for concurrent securities trades, rules for pro-rata allocation where orders are partially filled, and rules for broker selection, best execution, fair allocation or rotation of participation in real estate transactions. These also encompass policies and controls around other areas that may raise potential issues of conflicts of interest, such as personal securities dealing, gifts and entertainment, outside business activities and directorships, etc.
Credit Analysts
The performance of our analysts is judged on their ability to translate information into practical recommendations for the portfolio managers. The criteria taken into consideration are:
|
Quality of industry and issuer coverage |
|
Ability to react swiftly to market information |
|
Speed with which information is integrated into recommendations |
Traders
The performance of our traders is judged on their ability to deliver trading solutions that enhance performance for our clients. The criteria taken into consideration are:
|
Trade execution and access to liquidity in the market |
|
Synthesis and dissemination of important information flow to the investment team, and |
|
Ability to deliver qualitative and quantitative analysis |
89
Conflicts of Interest (AXA)
As indicated above, a portfolio manager may also manage other funds and accounts. At different times, a portfolio manager may manage other funds or accounts with investment objectives and strategies similar to, or different from, those of the Fund. At times, those responsibilities could potentially conflict with the interests of the Fund. That may occur whether the investment objectives and strategies of the other funds and accounts are the same as, or different from, the Funds investment objectives and strategies. For example, a portfolio manager may need to allocate investment opportunities between the Fund and another fund or account having similar objectives or strategies, or may need to execute transactions for another fund or account that could have a negative impact on the value of securities held by the Fund. Not all funds and accounts advised by AXA have the same management fee. If the management fee structure of another fund or account is more advantageous to the Sub-Adviser than the fee structure of the Fund, the Sub-Adviser could have an incentive to favor the other fund or account. However, the Sub-Advisers compliance procedures and Code of Ethics recognize the Sub Advisers obligation to treat all of its clients, including the Fund, fairly and equitably, and are designed to preclude a portfolio manager from favoring one client over another. It is possible, of course, that those compliance procedures and the Code of Ethics may not always be adequate to do so. In addition, although the Sub-Adviser does not invest in securities for its own account, it does, however, manage certain client accounts and funds which include investments by affiliated subsidiaries of the AXA Group. Clients should be aware that AXA Group investments in these accounts and funds (including the Fund) may be deemed to create a conflict of interest for the Sub-Adviser, as there could be an incentive for the Sub-Adviser to allocate investment opportunities to these accounts and funds at the expense of other advisory clients.
BERENBERG ASSET MANAGEMENT LLC, through its affiliate Joh. Berenberg, Gossler & Co. KG (Berenberg)
OTHER ACCOUNTS MANAGED (AS OF APRIL 30, 2019)
Boris Jurczyk
Portfolio Manager/ Type of Accounts |
Total Number of
Accounts Managed |
Total Assets (millions) |
Number of Accounts
a Performance Based Advisory Fee |
Total Assets Managed
Performance Based
(millions) |
||||||
Registered Investment Companies |
0 | $ 0 | 0 | $0 | ||||||
Other Pooled Investment Vehicles |
6 | $553 | 0 | $0 | ||||||
Other Accounts |
0 | $ 0 | 0 | $0 |
Dollar value range of shares owned in the International Fund: None.
90
Compensation Structure (Berenberg)
The portfolio managers compensation consists of a competitive salary and an annual discretionary bonus. The bonus is based upon the profitability of the firm and individual performance. Individual performance is subjective and may be based on a number of factors, such as the individuals leadership and contribution to the strategic planning and development of the investment group.
In certain instances, Berenberg may charge a performance-based fee. Performance-based fees are calculated based on a share of revenue generated by the clients portfolio. Performance-based fees will only be charged to those clients who, at the time of entering into an agreement with Berenberg, are deemed qualified clients under the Advisers Act.
Conflicts of Interest (Berenberg)
Berenberg has adopted a written Code of Ethics in accordance with Rule 204A-1 under the Advisers Act to seek to ensure that Berenberg fulfills its role as a fiduciary to its clients. The Code of Ethics is designed to address and avoid potential conflicts of interest and is applicable to all employees, including those located at Joh. Berenberg, Gossler & Co. KG (Joh. Berenberg). The Code of Ethics includes provisions relating to the confidentiality of client information, a prohibition on insider trading, restrictions on the acceptance of gifts and the reporting of certain gifts and business entertainment items, and personal securities trading procedures, among other things. All portfolio managers and supervised employees of Berenberg (Supervised Persons) must acknowledge the terms of the Code of Ethics upon commencement of employment with Berenberg and annually thereafter.
Under the Code of Ethics, Berenbergs Supervised Persons are expected to, among other things:
|
At all times place the interests of Berenbergs clients first |
|
Never take inappropriate advantage of their position at Berenberg |
|
Hold confidential any information relating to the identity of security holdings and financial circumstances of any client |
|
Fully disclose all material facts concerning any conflict that arise with clients and avoid the appearance of a conflict of interest |
|
Maintain independence in the investment decision-making process |
|
Conduct all personal securities transactions in a manner consistent with the Code of Ethics to avoid any actual or potential conflict of interest or any abuse of an employees position of trust and responsibility |
|
Abide by all applicable federal securities laws |
Generally, Supervised Persons of Berenberg must notify the Berenberg compliance department of, and receive prior written approval for, opening accounts or holding personal securities at
91
financial institutions other than Berenberg. Supervised Persons are either required to set up Berenberg to receive duplicate copies of statements for the accounts held at other financial institutions or to report them directly to Berenberg on no less than a quarterly basis.
Berenberg and its employees and their family members may invest in securities and other financial instruments for their own accounts; including investing in securities that Berenberg may invest in on behalf of clients as well as shares of the International Fund. The Code of Ethics requires written approval for certain securities transactions and certain types of outside business activities, including those transactions and activities Berenberg believes may give rise to a conflict interest. Berenbergs compliance department reviews Berenberg personnels personal securities transactions and outside business activities to monitor compliance with the Code of Ethics.
It is possible that two client accounts with the same strategy may have different fee structures. In a situation where one client pays a performance-based fee and one does not, the two clients could pay different amounts for the same service. The difference would result solely from the performance-based fee structure. Performance-based fee structures can provide for increased compensation for an adviser, which can create an inherent conflict of interest. One conflict of interest could arise from the incentive for an adviser to make riskier or more speculative investments in an effort to improve performance and generate a higher fee. An additional conflict of interest could arise from the incentive for an adviser to favor the performance-based fee accounts over other accounts in the allocation of investment opportunities.
The same investment decision may be made for more than one client of Berenberg or a client of a Berenberg affiliate. Berenberg has designed and implemented procedures to ensure that all clients are treated fairly and equally when allocating investment opportunities, regardless of the clients fee structure. Berenberg is committed to allocating investment opportunities among clients in a manner that, over time, is on a fair and equitable basis and has established policies and procedures to guide the determination of such allocations. To the extent an investment opportunity is appropriate for multiple clients but the opportunity is limited, Berenbergs allocation procedures generally seek to first allocate the opportunity pro rata by the size of the client order or account. However, many other factors may influence order allocation decisions on any given trade. Further, Berenbergs rule-based investment approach, in which investment decisions are initiated by a model trigger, inherently serves to lower the opportunity for the adviser to allocate according to fee structure.
Effective January 3, 2018 under MiFID II, investment managers in the EU are no longer able to use soft dollars to pay for research from brokers. Berenberg uses the investment experience and expertise of its ultimate principal owner, Joh. Berenberg, a German regulated bank, in providing its investment advice. Investment managers in the EU, including Joh. Berenberg, are required to either pay for research out of their own profit and loss or agree with clients to have research costs paid by clients through research payment accounts that are funded out of execution commissions or by a specific client research charge, provided that the payments for research are unbundled from the payments for execution. Joh. Berenberg had decided to pay for any research out of its own resources and not through soft dollars or commission sharing arrangements.
92
NIKKO ASSET MANAGEMENT AMERICAS, INC. (NIKKO)
OTHER ACCOUNTS MANAGED (AS OF APRIL 30, 2019)
Yoshihide Itagaki*
Portfolio Manager/ Type of Accounts |
Total Number of
Accounts Managed |
Total Assets
(millions) |
Number of Accounts
Managed subject to a Performance Based Advisory Fee |
Total Assets Managed
subject to a Performance Based Advisory Fee (millions) |
||||||
Registered Investment Companies |
0 | $ 0 | 0 | $ | 0 | |||||
Other Pooled Investment Vehicles |
9 | $ 817.67 | 0 | $ | 0 | |||||
Other Accounts |
1 | $ 22.63 | 0 | $ | 0 |
Dollar value range of shares owned in the International Fund: None.
* Employee of Nikkos parent company, Nikko AM.
Toshinori Kobayashi*
Portfolio Manager/ Type of Accounts |
Total Number of
Accounts Managed |
Total Assets
(millions) |
Number of Accounts
Managed subject to a Performance Based Advisory Fee |
Total Assets Managed
subject to a Performance Based Advisory Fee (millions) |
||||
Registered Investment Companies |
0 | $ 0 | 0 | $ 0 | ||||
Other Pooled Investment Vehicles |
8 | $611.45 | 0 | $ 0 | ||||
Other Accounts |
2 | $264.26 | 2 | $264.26 |
Dollar value range of shares owned in the International Fund: None.
* Employee of Nikkos parent company, Nikko AM.
Compensation Structure (Nikko)
Portfolio Managers receive a base salary and bonus as total annual compensation. Nikko believes this evaluation and compensation approach aligns the interests and motivations of the portfolio management teams. The portfolio managers are evaluated both quantitatively and qualitatively on a semi-annual basis.
|
Quantitative evaluation: Assesses excess returns versus the relevant benchmark, as well as peer group performance, over an appropriate period. The entire teams performance is also taken into consideration. |
|
Qualitative evaluation: Considers the team members overall contribution to the Japanese Equity Division, as well as information provided at portfolio manager meetings, over the past year. The Head of Equity Fund Management Department and Japan CIO conduct this evaluation. |
93
Analysts at Nikko are evaluated semi-annually, both quantitatively on the performance of their investment recommendations and qualitatively on their contribution to portfolio performance.
|
Quantitative evaluation: Endeavors to measure the actual performance of stocks rated by the analyst, to capture the degree of out/underperformance versus the benchmark had these stocks been chosen for investment. |
|
Qualitative evaluation: Assesses the frequency of recommendations and opinions regarding portfolio holdings, logic and adequacy of analysis, responsiveness to daily requests on earnings and management contacts, as well as how proactive the analyst has been in providing the investment team with updated information about stocks held in the portfolio. This captures the analysts effectiveness at recommending stocks with conviction, thereby contributing to the portfolios final holdings. Portfolio managers complete a survey for each analyst regarding these factors, with the answers scored and weighted to provide an overall result. |
|
Senior management evaluation: In addition to Portfolio Managers, Analysts are also evaluated by the Head of Research, Head of Equity Fund Management, and the Japan CIO. |
Conflicts of Interest (Nikko)
From time to time various potential and actual conflicts of interest may arise from the overall advisory, investment and other activities of Nikko, its officers and affiliates. The following briefly summarizes some of these conflicts, but is not intended to be an exhaustive list of such conflicts. Like many investment managers, Nikko may manage multiple accounts with the same or similar investment objective and may have financial incentives to favor certain accounts over others. However, Nikko and its affiliates owe a fiduciary duty to each client as not to unfairly discriminate between clients. Nikko and its affiliates may invest on behalf of themselves and clients in securities that would be appropriate for the Fund or held by or considered for investment for other Nikkos clients.
Nikko, consistent with its fiduciary duty to each client, will endeavor to resolve conflicts in a manner which it deems equitable to the extent possible under the prevailing facts and circumstances as well as over time. Nikko currently manages multiple portfolios and will devote as much time to each client as it deems appropriate to perform its duties. The personnel of Nikko may have conflicts with similar strategies or investments objectives and may hold the same investments across many client accounts or hold the same positions held by the Fund. Investment opportunities are allocated in a manner which Nikko deems fair and equitable over time, generally considering a number of factors, primarily, client guidelines, legal, regulatory and tax concerns. There is no assurance that all portfolios under the management of Nikko as investment manager will hold the same investments or will experience similar performance.
Nikko has adopted policies and procedures reasonably designed to address the foregoing conflicts, including proper handling of material non-public information (Information).
94
Generally, Nikko and its employees may not trade for clients or themselves or recommend trading in securities of a company while in possession of Information or disclose such Information to any person not entitled to receive it. By reason of the various activities of Nikkos affiliates, Nikko may be restricted from effecting transactions in certain investments that might otherwise have been initiated or may not access Information that other market participants or counterparties have received.
SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC. (SCHRODERS)
OTHER ACCOUNTS MANAGED (AS OF APRIL 30, 2019)
Toby Hudson
Portfolio Manager/ Type of Accounts |
Total Number of
Accounts Managed |
Total Assets
(millions) |
Number of Accounts
Managed subject to a Performance Based Advisory Fee |
Total Assets Managed
subject to a Performance Based Advisory Fee (millions) |
||||
Registered Investment Companies |
0 | $ 0 | 0 | $ 0 | ||||
Other Pooled Investment Vehicles |
3 | $7,750 | 0 | $ 0 | ||||
Other Accounts |
12 | $4,098 | 3 | $1,002 |
Dollar value range of shares owned in the International Fund: None.
Compensation Structure (Schroders)
Schroders methodology for measuring and rewarding the contribution made by portfolio managers combines quantitative measures with qualitative measures. The Funds portfolio managers are compensated for their services to the Fund and to other accounts they manage in a combination of base salary and annual discretionary bonus, as well as the standard retirement, health and welfare benefits available to all Schroder employees. Certain fund managers may also receive awards under a long-term incentive program. Base salary of Schroder employees is determined by reference to the level of responsibility inherent in the role and the experience of the incumbent, and is benchmarked annually against market data to ensure that Schroders is paying competitively. Schroders reviews base salaries annually, targeting increases at employees whose roles have increased in scope materially during the year and those whose salary is behind market rates. At more senior levels, base salaries tend to be adjusted less frequently as the emphasis is increasingly on the discretionary bonus.
Bonuses for fund managers may be composed of an agreed contractual floor, a revenue component, and/or a discretionary component. Any discretionary bonus is determined by a number of factors. At a macro level the total amount available to spend is a function of the compensation to revenue ratio achieved by Schroders globally. Schroders then assesses the performance of the division and of a management team to determine the share of the aggregate bonus pool that is spent in each area. This focus on team maintains consistency and minimizes internal competition that may be detrimental to the interests of Schroders clients. For each team, Schroders assesses the performance of their Funds relative to competitors and to relevant benchmarks (which may be internally-and/or externally-based and are considered over a range of performance periods, including over one and three year periods), the level of Funds under management and the level of performance fees generated, if any. The portfolio managers compensation for other accounts they manage may be based upon such accounts performance. Schroders also reviews softer factors such as leadership, contribution to other parts of the business, and adherence to our corporate values of excellence, integrity, teamwork, passion, and innovation. For those employees receiving significant bonuses, a part may be deferred in the form of Schroders plc stock and fund-based awards of notional cash investments in a range of Schroders funds. These deferrals vest over a period of three years or more and seek to ensure that the interests of employees are aligned with those of clients and shareholders.
95
fees generated, if any. The portfolio managers compensation for other accounts they manage may be based upon such accounts performance. Schroders also reviews softer factors such as leadership, contribution to other parts of the business, and adherence to our corporate values of excellence, integrity, teamwork, passion, and innovation. An employees bonus is paid in a combination of cash and Schroders plc stock, as determined by Schroders. This stock vests over a period of three years and ensures that the interests of the employee are aligned with those of shareholders of Schroders.
Conflicts of Interest (Schroders)
Whenever a portfolio manager of the Fund manages other accounts, potential conflicts of interest exist, including potential conflicts between the investment strategy of the Fund and the investment strategy of the other accounts. For example, in certain instances, a portfolio manager may take conflicting positions in a particular security for different accounts, by selling a security for one account and continuing to hold it for another account. In addition, the fact that other accounts require the portfolio manager to devote less than all of his or her time to the Fund may be seen itself to constitute a conflict with the interest of the Fund.
Each portfolio manager may also execute transactions for another Fund or account at the direction of such Fund or account that may adversely impact the value of securities held by the Fund. Securities selected for Funds or accounts other than the Fund may outperform the securities selected for the Fund. Finally, if the portfolio manager identifies a limited investment opportunity that may be suitable for more than one Fund or other account, the Fund may not be able to take full advantage of that opportunity due to an allocation of that opportunity across all eligible Funds and accounts. Schroders policies, however, require that portfolio managers allocate investment opportunities among accounts managed by them in an equitable manner over time. Orders are normally allocated on a pro rata basis, except that in certain circumstances, such as the small size of an issue, orders will be allocated among clients in a manner believed by Schroders to be fair and equitable over time.
The structure of a portfolio managers compensation may give rise to potential conflicts of interest. A portfolio managers base pay tends to increase with additional and more complex responsibilities that include increased assets under management, which indirectly links compensation to sales. Also, potential conflicts of interest may arise since the structure of Schroders compensation may vary from account to account.
Schroders has adopted certain compliance procedures that are designed to address these, and other, types of conflicts. However, there is no guarantee that such procedures will detect each and every situation where a conflict arises.
96
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC (PIMCO)
OTHER ACCOUNTS MANAGED (AS OF APRIL 30, 2019).
Portfolio Manager/Type of Accounts |
Total Number of
Accounts Managed |
Total Assets
(millions) |
Number of Accounts
Managed subject to a Performance Based Advisory Fee |
Total Assets
Managed subject to a Performance Based Advisory Fee (millions) |
||||||||||||
Mihir Worah |
||||||||||||||||
Registered Investment Companies: |
47 | $ | 113,676.74 | 0 | $ | 0 | ||||||||||
Other Pooled Investment Vehicles: |
40 | $ | 18,671.10 | 2 | $ | 315.73 | ||||||||||
Other Accounts: |
56 | $ | 11,401.04 | 8 | $ | 2,289.86 | ||||||||||
Portfolio Manager/Type of Accounts |
Total Number of
Accounts Managed |
Total Assets
(millions) |
Number of Accounts
Managed subject to a Performance Based Advisory Fee |
Total Assets
Managed subject to a Performance Based Advisory Fee (millions) |
||||||||||||
Steve A. Rodosky |
||||||||||||||||
Registered Investment Companies: |
27 | $ | 34,814.91 | 0 | 0 | |||||||||||
Other Pooled Investment Vehicles: |
0 | 0 | 0 | 0 | ||||||||||||
Other Accounts: |
3 | 466.72 | 0 | 0 |
CONFLICTS OF INTEREST. From time to time, potential and actual conflicts of interest may arise between a portfolio managers management of the investments of the Fund, on the one hand, and the management of other accounts, on the other. Potential and actual conflicts of interest may also arise as a result of PIMCOs other business activities and PIMCOs possession of material non-public information about an issuer. Other accounts managed by a portfolio manager might have similar investment objectives or strategies as the Fund, track the same index the Fund tracks or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Fund. The other accounts might also have different investment objectives or strategies than the Fund. Potential and actual conflicts of interest may also arise as a result of PIMCO serving as investment adviser to accounts that invest in the Fund. In this case, such conflicts of interest could in theory give rise to incentives for PIMCO to, among other things, vote proxies or redeem shares of a Fund in a manner beneficial to the investing account but detrimental to the Fund. Conversely, PIMCOs duties to the Fund, as well as regulatory or other limitations applicable to the Fund, may affect the courses of action available to PIMCO-advised accounts (including certain Fund) that invest in the Fund in a manner that is detrimental to such investing accounts.
Because PIMCO is affiliated with Allianz, a large multi-national financial institution, conflicts similar to those described below may occur between the Fund or other accounts managed by PIMCO and PIMCOs affiliates or accounts managed by those affiliates. Those affiliates (or their clients), which generally operate autonomously from PIMCO, may take actions that are adverse to the Fund or other accounts managed by PIMCO. In many cases, PIMCO will not be in a position to mitigate those actions or address those conflicts, which could adversely affect the performance of the Fund or other accounts managed by PIMCO.
Knowledge and Timing of Fund Trades. A potential conflict of interest may arise as a result of the portfolio managers day-to-day management of the Fund. Because of their positions with the Fund, the portfolio managers know the size, timing and possible market impact of the Funds trades. It is theoretically possible that the portfolio managers could use this information to the advantage of other accounts they manage and to the possible detriment of the Fund.
Investment Opportunities. A potential conflict of interest may arise as a result of the portfolio managers management of a number of accounts with varying investment guidelines. Often, an investment opportunity may be suitable for both the Fund and other accounts managed by the portfolio manager, but may not be available in sufficient quantities for both the Fund and the other accounts to participate fully. In addition, regulatory issues applicable to PIMCO or the Fund or other accounts may result in the Fund not receiving securities that may otherwise be appropriate for them. Similarly, there may be limited opportunity to sell an investment held by the Fund and another account. PIMCO has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.
Under PIMCOs allocation procedures, investment opportunities are allocated among various investment strategies based on individual account investment guidelines and PIMCOs investment outlook. PIMCO has also adopted additional procedures to complement the general trade allocation policy that are designed to address potential conflicts of interest due to the side-by-side management of the Fund and certain pooled investment vehicles, including investment opportunity allocation issues.
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Conflicts potentially limiting the Funds investment opportunities may also arise when the Fund and other PIMCO clients invest in different parts of an issuers capital structure, such as when the Fund owns senior debt obligations of an issuer and other clients own junior tranches of the same issuer. In such circumstances, decisions over whether to trigger an event of default, over the terms of any workout, or how to exit an investment may result in conflicts of interest. In order to minimize such conflicts, a portfolio manager may avoid certain investment opportunities that would potentially give rise to conflicts with other PIMCO clients or PIMCO may enact internal procedures designed to minimize such conflicts, which could have the effect of limiting the Funds investment opportunities. Additionally, if PIMCO acquires material non-public confidential information in connection with its business activities for other clients, a portfolio manager may be restricted from purchasing securities or selling securities for the Fund.
Moreover, the Fund or other account managed by PIMCO may invest in a transaction in which the Fund or accounts managed by PIMCO are expected to participate, or already have made or will seek to make, an investment. Such funds or accounts may have conflicting interests and objectives in connection with such investments, including, for example and without limitation, with respect to views on the operations or activities of the issuer involved, the targeted returns from the investment, and the timeframe for, and method of, exiting the investment. When making investment decisions where a conflict of interest may arise, PIMCO will endeavor to act in a fair and equitable manner as between the Fund and other clients; however, in certain instances the resolution of the conflict may result in PIMCO acting on behalf of another client in a manner that may not be in the best interest, or may be opposed to the best interest, of the Fund.
Performance Fees. A portfolio manager may advise certain accounts with respect to which the advisory fee is based entirely or partially on performance. Performance fee arrangements may create a conflict of interest for the portfolio manager in that the portfolio manager may have an incentive to allocate the investment opportunities that he or she believes might be the most profitable to such other accounts instead of allocating them to the Fund. PIMCO has adopted policies and procedures reasonably designed to allocate investment opportunities between the Fund and such other accounts on a fair and equitable basis over time.
COMPENSATION (AS OF APRIL 30, 2019). PIMCOs approach to compensation seeks to provide professionals with a Total Compensation Plan and process that is driven by PIMCOs mission and values. Key Principles on Compensation Philosophy include:
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PIMCOs pay practices are designed to attract and retain high performers; |
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PIMCOs pay philosophy embraces a corporate culture of rewarding strong performance, a strong work ethic, and meritocracy; |
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PIMCOs goal is to ensure key professionals are aligned to PIMCOs long-term success through equity participation; and |
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PIMCOs Discern and Differentiate discipline guides total compensation levels. |
The Total Compensation Plan consists of three components. The compensation program for portfolio managers is designed to align with clients interests, emphasizing each portfolio managers ability to generate long-term investment success for PIMCOs clients. A portfolio managers compensation is not based solely on the performance of any Fund or any other account managed by that portfolio manager:
Base Salary Base salary is determined based on core job responsibilities, positions/levels and market factors. Base salary levels are reviewed annually, when there is a significant change in job responsibilities or position, or a significant change in market levels.
Performance Bonus Performance bonuses are designed to reward risk-adjusted performance and contributions to PIMCOs broader investment process.
The compensation process is not formulaic and the following non-exhaustive list of qualitative and quantitative criteria are considered when determining the total compensation for portfolio managers:
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Performance measured over a variety of longer- and shorter-term periods, including 5-year, 4-year, 3-year, 2-year and 1-year dollar-weighted and account-weighted, pre-tax total and risk-adjusted investment performance as judged against the applicable benchmarks (which may include internal investment performance-related benchmarks) for each account managed by a |
portfolio manager (including the Funds) and relative to applicable industry peer groups; greatest emphasis is placed on 5-year and 3-year performance, followed by 1-year performance; |
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Consistency of investment performance across portfolios of similar mandate and guidelines, rewarding low dispersion and consistency of outperformance; |
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Appropriate risk positioning and risk management mindset which includes consistency with PIMCOs investment philosophy, the Investment Committees positioning guidance, absence of defaults, and appropriate alignment with client objectives; |
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Contributions to mentoring, coaching and/or supervising members of team; |
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Collaboration, idea generation, and contribution of investment ideas in the context of PIMCOs investment process, Investment Committee meetings, and day-to-day management of portfolios; |
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With much lesser importance than the aforementioned factors: amount and nature of assets managed by the portfolio manager, contributions to asset retention, and client satisfaction. |
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PIMCOs partnership culture further rewards strong long term risk adjusted returns with promotion decisions almost entirely tied to long term contributions to the investment process. 10-year performance can also be considered, though not explicitly as part of the compensation process.
Deferred Compensation Long Term Incentive Plan (LTIP) and/or M Options which is awarded to key professionals. Employees who reach a total compensation threshold are delivered their annual compensation in a mix of cash and/or deferred compensation. PIMCO incorporates a progressive allocation of deferred compensation as a percentage of total compensation, which is in line with market practices.
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The LTIP provides participants with deferred cash awards that appreciate or depreciate based on PIMCOs operating earnings over a rolling three-year period. The plan provides a link between longer term company performance and participant pay, further motivating participants to make a long term commitment to PIMCOs success. |
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The M Unit program provides mid-to-senior level employees with the potential to acquire an equity stake in PIMCO over their careers and to better align employee incentives with the Firms long-term results. In the program, options are awarded and vest over a number of years and may convert into PIMCO equity which shares in the profit distributions of the Firm. M Units are non-voting common equity of PIMCO and provide a mechanism for individuals to build a significant equity stake in PIMCO over time. |
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The Carried Interest Compensation Plan awards entitle eligible individuals who provide services to PIMCOs Alternative Funds a percentage (points) of the carried interest otherwise payable to PIMCO in the event that the applicable performance measurements described in the Alternative Funds partnership agreements are achieved. The awards are granted before any payments are made in respect of the awards and payout is contingent on long-term performance, and are intended to align the interests of the employees with that of PIMCO and the investors in the Alternative Funds. While subject to forfeiture and vesting terms, payments to participants are generally made if and when the applicable carried interest payments are made to PIMCO. |
Eligibility to participate in LTIP, the M Unit program, and the Carried Interest Compensation Plan is contingent upon continued employment at PIMCO and all other applicable eligibility requirements.
Profit Sharing Plan. Portfolio managers who are Managing Directors of PIMCO receive compensation from a non-qualified profit sharing plan consisting of a portion of PIMCOs net profits. Portfolio managers who are Managing Directors receive an amount determined by the Compensation Committee, based upon an individuals overall contribution to the firm.
OWNERSHIP OF SECURITIES (AS OF APRIL 30, 2019). No portfolio manager was a beneficial owner of shares of the Fund as of April 30, 2019.
PARAMETRIC PORTFOLIO ASSOCIATES, LLC (Parametric)
Other Accounts Managed (As of April 30, 2019).
Portfolio Manager/Type of Accounts |
Total Number
of Accounts Managed |
Total Assets
(millions) |
Number of
Accounts Managed subject to a Performance Based Advisory Fee |
Total Assets
Managed subject to a Performance Based Advisory Fee (millions) |
||||||||||||
Thomas Seto |
||||||||||||||||
Registered Investment Companies: |
43 | $ | 28,048 | 0 | $ | 0 | ||||||||||
Other Pooled Investment Vehicles: |
16 | $ | 3,523 | 0 | $ | 0 | ||||||||||
Other Accounts: |
35,955 | $ | 110,224 | $ | ||||||||||||
Paul Bouchey |
||||||||||||||||
Registered Investment Companies: |
15 | $ | 13,429 | 0 | $ | 0 | ||||||||||
Other Pooled Investment Vehicles: |
16 | $ | 3,523 | 0 | $ | 0 | ||||||||||
Other Accounts: |
35,955 | $ | 110,224 | $ |
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Material Conflicts of Interest. It is possible that conflicts of interest may arise in connection with a portfolio managers management of the Funds investments on the one hand and the investments of other accounts for which the portfolio manager is responsible on the other. For example, a portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among the Fund and other accounts he advises. In addition, due to differences in the investment strategies or restrictions between the Fund and the other accounts, a portfolio manager may take action with respect to another account that differs from the action taken with respect to the Fund. In some cases, another account managed by a portfolio manager may compensate the investment adviser based on the performance of the securities held by that account. The existence of such a performance-based fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities. Whenever conflicts of interest arise, the portfolio manager will endeavor to exercise his discretion in a manner that he believes is equitable to all interested persons. The investment adviser and sub-adviser have adopted several policies and procedures designed to address these potential conflicts including a code of ethics and policies which govern the investment advisers and sub-advisers trading practices, including among other things the aggregation and allocation of trades among clients, brokerage allocation, cross trades and best execution.
Compensation (As of April 30, 2019). Compensation Structure. Compensation of Parametrics portfolio managers and other investment professionals has three primary components: (1) a base salary; 2) an annual cash bonus; and (3) annual equity-based compensation. Parametric investment professionals also receive certain retirement, insurance and other benefits that are broadly available to Parametric employees. Compensation of Parametric professionals is reviewed on an annual basis. Stock-based compensation awards and adjustments in base salary and bonuses are typically paid and/or put into effect at, or shortly after, the firms fiscal year-end, October 31.
Method to Determine Compensation. Parametric seeks to compensate investment professionals commensurate with responsibilities and performance while remaining competitive with other firms within the investment management industry. Please note that compensation for investment professionals is not based directly on investment performance or the assets in a given strategy, but rather on the overall performance of responsibilities. In this way, the interests of portfolio managers are aligned with the interests of investors without providing incentive to take undue or insufficient investment risk. Salaries, bonuses and stock-based compensation are also influenced by the operating performance of Parametric and its parent company, Eaton Vance Corp. (EVC). While the salaries of investment professionals are comparatively fixed, cash bonuses and stock-based compensation may fluctuate from year-to-year, based on changes in financial performance and other factors. Parametric also offers opportunities to move within the organization, as well as incentives to grow within the organization by promotion.
Ownership of Securities (As of April 30, 2019). Messrs. Seto, Bouchey and Atwill did not beneficially own any shares of the Funds as of April 30, 2019.
GLOBAL ALPHA EQUITIES FUND
Wellington Management Company LLP (Wellington) acts as a sub-advisor to the Global Alpha Equities Fund.
Wellington is located at 280 Congress Street, Boston, MA 02210.
The Fund is directly responsible for paying Wellington its sub-advisory fee as stated in the following table.
SUB-ADVISOR |
SUBADVISORY FEE AS A
PERCENTAGE OF AVERAGE DAILY NET ASSETS (ASSETS) |
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Wellington |
0.55 | % |
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WELLINGTON MANAGEMENT COMPANY (Wellington)
OTHER ACCOUNTS MANAGED (AS OF APRIL 30, 2019)
Gregg R. Thomas
Portfolio Manager/
Type of Accounts |
Total Number of
Accounts Managed |
Total
Assets (millions) |
Number of Accounts
Managed subject to a Performance Based Advisory Fee |
Total Assets Managed
subject to a Performance Based Advisory Fee (millions) |
||||||||||||
Registered Investment Companies |
8 | $ | 15,429 | 0 | $ | 0 | ||||||||||
Other Pooled Investment Vehicles |
14 | $ | 2,369 | 3 | $ | 1,103 | ||||||||||
Other Accounts |
8 | $ | 5,775 | 2 | $ | 1,970 | ||||||||||
Tom S. Simon | ||||||||||||||||
Registered Investment Companies |
6 | $ | 12,893 | 0 | $ | 0 | ||||||||||
Other Pooled Investment Vehicles |
7 | $ | 32 | 0 | $ | 0 | ||||||||||
Other Accounts |
4 | $ | 4,911 | 2 | $ | 1,804 |
Dollar value range of shares owned in the Global Alpha Equities Fund: None.
Compensation Structure (Wellington)
Wellington Management receives a fee based on the assets under management of the Fund as set forth in the Subadvisory Agreement between Wellington Management, WFMC and the Fund. Wellington Management pays its investment professionals out of its total revenues, including the advisory fees earned with respect to the Fund. The following information is as of April 30, 2019.
Wellington Managements compensation structure is designed to attract and retain high-caliber investment professionals necessary to deliver high quality investment management services to its clients. Wellington Managements compensation of the Funds managers listed in the prospectus who are primarily responsible for the day-to-day management of the Fund (the Portfolio Managers) includes a base salary. The base salary for each Portfolio Manager who is a partner (a Partner) of Wellington Management Group LLP, the ultimate holding company of Wellington Management, is generally a fixed amount that is determined by the managing partners of Wellington Management Group LLP.
The Portfolio Managers may also be eligible for bonus payments based on their overall contribution to Wellington Managements business operations. Senior management at Wellington Management may reward individuals as it deems appropriate based on other factors. Each Partner is eligible to participate in a Partner-funded tax qualified retirement plan, the contributions to which are made pursuant to an actuarial formula. Messrs. Thomas and Simon are Partners.
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Conflicts of Interest (Wellington)
Individual investment professionals at Wellington Management manage multiple accounts for multiple clients. These accounts may include mutual funds, separate accounts (assets managed on behalf of institutions, such as pension funds, insurance companies, foundations, or separately managed account programs sponsored by financial intermediaries), bank common trust accounts, and hedge funds. The Funds managers listed in the prospectus who are primarily responsible for the day-to-day management of the Fund (Portfolio Managers) generally manages accounts in several different investment styles. These accounts may have investment objectives, strategies, time horizons, tax considerations and risk profiles that differ from those of the Funds. The Portfolio Managers make investment decisions for each account, including the Wilmington Global Alpha Equities Fund ( the Fund), based on the investment objectives, policies, practices, benchmarks, cash flows, tax and other relevant investment considerations applicable to that account. Consequently, the Portfolio Managers may purchase or sell securities, including IPOs, for one account and not another account, and the performance of securities purchased for one account may vary from the performance of securities purchased for other accounts. Alternatively, these accounts may be managed in a similar fashion to the Fund and thus the accounts may have similar, and in some cases nearly identical, objectives, strategies and/or holdings to that of the Fund.
A Portfolio Manager or other investment professionals at Wellington Management may place transactions on behalf of other accounts that are directly or indirectly contrary to investment decisions made on behalf of the Fund, or make investment decisions that are similar to those made for the Fund, both of which have the potential to adversely impact the Fund depending on market conditions. For example, an investment professional may purchase a security in one account while appropriately selling that same security in another account. Similarly, the Portfolio Managers may purchase the same security for the Fund and one or more other accounts at or about the same time. In those instances the other accounts will have access to their respective holdings prior to the public disclosure of the Funds holdings. In addition, some of these accounts have fee structures, including performance fees, which are or have the potential to be higher, in some cases significantly higher, than the fees Wellington Management receives for managing the Fund. Messrs. Thomas and Simon also manage accounts which pay performance allocations to Wellington Management or its affiliates. Because incentive payments paid by Wellington Management to the Portfolio Managers are tied to revenues earned by Wellington Management and, where noted, to the performance achieved by the manager in each account, the incentives associated with any given account may be significantly higher or lower than those associated with other accounts managed by the Portfolio Managers. Finally, the Portfolio Managers may hold shares or investments in the other pooled investment vehicles and/or other accounts identified above.
Wellington Managements goal is to meet its fiduciary obligation to treat all clients fairly and provide high quality investment services to all of its clients. Wellington Management has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, which it believes address the conflicts associated with managing multiple accounts for multiple clients. In addition, Wellington Management monitors a variety of areas, including compliance with primary account guidelines, the allocation of IPOs, and compliance with the firms Code of Ethics, and places additional investment restrictions on investment professionals who manage hedge funds and certain other accounts. Furthermore, senior investment and business personnel at Wellington Management periodically review the performance of Wellington Managements investment professionals. Although Wellington Management does not track the time an investment professional spends on a single account, Wellington Management does periodically assess whether an investment professional has adequate time and resources to effectively manage the investment professionals various client mandates.
Sub-advisors to Wilmington Global Alpha Equities Fund
Wellington Management Company LLP
280 Congress Street
Boston, MA 02210
CODE OF ETHICS RESTRICTIONS ON PERSONAL TRADING
As required by SEC rules, the Funds, the Advisor, the Sub-advisors and Distributor have adopted codes of ethics. These codes govern securities trading activities of investment personnel, Trustees, and certain other employees. Although they do permit these people to trade in securities, including those that the Funds could buy, they also contain significant safeguards designed to protect the Funds and their shareholders from abuses in this area, such as requirements to obtain prior approval for, and to report, particular transactions.
VOTING PROXIES ON FUND PORTFOLIO SECURITIES
The Board has delegated to the Advisor authority to vote proxies on the securities held in each Funds portfolio. The Board has also approved the Advisors policies and procedures for voting the proxies, which are set forth in their entirety below.
WILMINGTON FUNDS MANAGEMENT CORPORATION PROXY VOTING POLICY
INTRODUCTION
WILMINGTON FUNDS MANAGEMENT CORPORATION acknowledges that among its duties as a fiduciary to its clients is the obligation to protect the interests of its clients by voting the shares held by its clients accounts. In order to ensure that shares are voted in all appropriate circumstances, the Advisor will exercise voting discretion as to all shares unless voting discretion is specifically reserved for the client or assigned to a third party in the advisory contract. To ensure that shares are voted in a consistent manner and in the best interest of its clients, the Advisor has adopted this Proxy Voting Policy.
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GENERAL STANDARDS AND APPROACH
Each year, the Advisor receives hundreds of proxy solicitations with respect to voting securities held in client accounts. The matters to be voted upon may be proposals of management or of stockholders, and cover a diverse assortment of complex issues. Whether the interests of shareholders are best served by a vote for or against a proposal often depends upon the context, the effects that adoption could have on the companys business, and the motivations of the parties making the proposal. These determinations require a considerable investment of time, resources and expertise.
Given the sheer volume of proxies, and the broad spectrum of issues to be voted upon, the proxy voting process represents a considerable administrative burden. In order to efficiently discharge its duty to vote proxies, the Advisor has engaged a third party, Institutional Shareholder Services, Inc. (ISS), to perform the function of analyzing and providing recommendations on voting proxies.
ISS is the acknowledged industry leader in assisting institutional shareholders with the types of proxy analysis described above. The Advisor has reviewed the policies and considerations applied by ISS in voting proxies and found them to be fully consistent with the policies of the Advisor. Accordingly, the Advisor will generally follow the ISS recommendations in voting proxies. Summaries of the ISS proxy voting policies and considerations are available at the ISS website at http://www.riskmetrics.com/sitemap.html.
In general, the Advisor believes that it is in the best interests of its clients to vote its clients shares so as to promote the alignment of the interests of corporate management with the interests of its shareholders, to improve the accountability of corporate management to its shareholders, to reward good performance by management, and to approve proposals that the Advisor believes will result in financial rewards for its clients.
The Advisor reserves the right to override any ISS-recommended voting policy when it believes that a vote contrary to a policy would be in the best interest of the Advisors clients. Any vote contrary to a stated policy must be approved by the Proxy Committee of the Advisors Board of Directors, or that Committees designee. A written summary of the considerations in making the voting decision should be prepared and retained with the records of the proxy.
The Advisor believes that addressing its proxy voting obligations as described in this Proxy Voting Policy will promote the best interests of shareholders, and therefore, will be in the best interests of the Advisors clients.
CONFLICTS OF INTEREST
The Advisor may have a conflict of interest in voting a particular proxy. A conflict of interest could arise, for example, as a result of a business relationship with a company, or a direct or indirect business interest in the matter being voted upon, or as a result of a personal relationship with corporate directors or candidates for directorships. Whether a relationship creates a material conflict of interest will depend upon the facts and circumstances.
The Proxy Committee has reviewed a copy of the ISS policies, procedures and practices regarding potential conflicts of interest that could arise in ISS proxy voting services to the Advisor as result of business conducted by ISS. The Proxy Committee believes that the policies, procedures and practices followed by ISS minimize the potential conflicts of interest by ISS in making voting recommendations to the Advisor.
Whenever a portfolio manager determines that it is in a clients best interest to vote on a particular proposal in a manner other than in accordance with the guidelines set forth in this Proxy Voting Policy, or the policy does not address how to vote on the proposal, the portfolio manager shall present the matter to the Proxy Committee, which shall be responsible for evaluating information relating to conflicts of interest in connection with the voting of the client proxy.
For purposes of identifying conflicts under this policy, the Proxy Committee will rely on publicly available information about a company and its affiliates, information about the company and its affiliates that is generally known by employees of the Advisor, and other information actually known by a member of the Proxy Committee.
103
In the event that the Proxy Committee determines that the Advisor has a material conflict of interest with respect to a proxy proposal, then the Advisor shall either:
1. Vote on the proposal in accordance with the recommendation of the Proxy Committee or that committees designee;
OR
2. Prior to voting on the proposal, either:
(i) Contact an independent third party (such as another plan fiduciary) to recommend how to vote on the proposal and will vote in accordance with the recommendation of such third party (or have the third party vote such proxy); or
(ii) Fully disclose the nature of the conflict to the client(s), and obtain the clients consent as to how the Advisor will vote on the proposal (or otherwise obtain instructions from the client as to how the proxy on the proposal should be voted).
The Advisor may not address a material conflict of interest by abstaining from voting, unless the Proxy Committee (or that committees designee) has determined that not voting the proxy is in the best interest of a client. However, as indicated above, there may be other circumstances where the Advisor determines that refraining from voting a proxy is in the clients best interest and the existence of a material conflict of interest shall not affect such a determination.
The Proxy Committee shall document the manner in which proxies involving a material conflict of interest have been voted by the Advisor as well as the basis for any determination that the Advisor does not have a material conflict of interest in respect of a particular matter.
APPOINTMENT OF SUB-ADVISORS
From time to time the Advisor may recommend that a Fund appoint a Sub-advisor with respect to a particular investment mandate. In these instances the Advisor will retain the proxy voting authority and have all proxies voted under the Advisors proxy voting policy. The Advisor will require that a Sub-advisors proxy policies and procedures are designed to ensure that proxies they control are voted in what the Advisor believes to be the best interests of clients, and that conflicts are disclosed, documented, and otherwise addressed in an appropriate manner. The Sub-advisor will provide the Advisor with information on securities to be voted if assistance is required for a proxy vote. If a Sub-advisor recommends to have a vote cast that is not consistent with the Advisors policy, the Sub-advisor should notify the Advisor prior to the vote being cast so the Advisor can seek to avoid having conflicting votes among the Funds accounts and those accounts controlled by the Sub-advisor. The Sub-advisor must also document the rationale for any such inconsistent vote recommendation if they do occur.
PROXY VOTING REPORT
The Trust is required to
disclose annually the Funds complete proxy voting record on Form N-PX covering the period from July 1 of one year through June 30 of the next and to file Form
N-PX with the SEC no later than August 31 of each year. The current
Form N-PX for the Funds is available without charge on the SEC website at www.sec.gov and
through the Trusts website. Go to www.wilmingtonfunds.com; select Proxy Voting Record to access the link.
PORTFOLIO HOLDINGS INFORMATION
To address possible conflicts between the interests of Fund shareholders and those of the Advisor and its affiliates concerning the release of portfolio holdings information, WFMC and the Funds have adopted policies and procedures regarding the disclosure and release of portfolio holdings information. The Board has approved the policies and procedures.
The Funds and the Advisors overall policy with respect to the release of portfolio holdings information is to release it consistent with applicable legal requirements and the fiduciary duties owed to shareholders. Subject to the limited exceptions described below, the Funds will not make available to anyone non-public information with respect to their portfolio holdings until such time as the information is made available to all shareholders or the general public.
Upon its effective date, each
Fund with the exception of Wilmington U.S. Government Money Market Fund and Wilmington U.S. Treasury Money Market Fund discloses its complete portfolio holdings information to the SEC using Form N-PORT within
30 days of the end of each month and all Funds disclose on Form N-CSR on the second and fourth quarter ends of the Funds fiscal year.
Form N-PORT is not
required to be mailed to shareholders, but is made public through the SECs electronic filings. Shareholders receive either complete portfolio holdings information or summaries of Fund portfolio holdings with their annual and semi-annual
reports.
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As required by the Rule, each Money Market Fund posts complete portfolio holdings information as of the last business day or subsequent calendar day of the preceding month or on its website no later than five business days after the end of the month and this information remains posted on the website for at least six months. In addition, each Money Market Fund files monthly with the SEC portfolio holdings and other information about the Fund and its portfolio as of the last business day or subsequent calendar day of the preceding month within five business days of the end of each month. This information is made public upon filing.
The release of Portfolio Holdings Information with respect to the Funds to selected third parties in advance of its release to all Fund shareholders or the general public is permissible only if there is a legitimate business purpose for that release, doing so is in the best interests of a Funds shareholders, the recipient of the Portfolio Holdings Information is subject to a duty of confidentiality pursuant to a signed agreement (including a duty not to trade on the information), and the release of the information would not otherwise violate the antifraud provisions of the federal securities laws or the Funds or WFMCs fiduciary duties. The existence of a legitimate business purpose for the release of Portfolio Holdings Information is recognized in the case of: certain eligible third parties, as described below and listed in the Appendix to this SAI; broker-dealers that may effect transactions for a Fund, subject to duties not to trade and of confidentiality; shareholders in the process of a redemption request in-kind, if such request is deemed in the best interests of the Fund and other shareholders; and the issuer of securities regarding the number or percentage of its shares that are owned by the Fund. Eligible third parties may not be required to execute a confidentiality agreement insofar as they are otherwise subject to duties of confidentiality and duties not to trade on the nonpublic information received.
Persons that provide administrative, custody, financial, accounting, legal or other services to the Fund may receive nonpublic information about Fund portfolio holdings on an ongoing basis in connection with the services that they provide to the Funds (they are included on the list in the Appendix to this SAI). Persons that are approved to receive nonpublic portfolio holdings information will receive it as often as necessary for the purpose for which it is provided. Such information may be furnished as frequently as daily and often with no time lag between the date of the information and the date it is furnished.
In other cases, the determination of whether a Fund has a legitimate business purpose for releasing Portfolio Holdings Information selectively in advance of its public release shall be made by the Funds CCO following a request submitted in writing.
The attraction of additional assets to a Fund will not in and of itself be deemed to be a legitimate business purpose. No consideration may be received by a Fund, the Advisor, a Sub-Advisor, any affiliate of the Advisor or any of their employees in connection with the disclosure of portfolio holdings information.
The Funds CCO conducts periodic reviews of compliance with the procedures and provides annually a report to the Board regarding the operation of the procedures and any material changes recommended as a result of such review. The CCO also reports annually to the Board on exceptions that are granted as described above along with an explanation of the legitimate business purpose of the Fund that is served as a result of the exception.
For purposes of the Funds policies and procedures, portfolio holdings information does not include aggregate, composite or descriptive information relating to a Funds portfolio holdings that does not present risks of dilution, arbitrage, market timing, insider trading or other inappropriate trading for the Fund (Analytical Information), or information about the Funds derivative positions. Analytical Information generally includes, without limitation: (1) descriptions of allocations among asset classes, industries/sectors, regions, and countries (e.g., percentages of foreign securities holdings); (2) aggregated data such as average or median ratios, market capitalization, credit quality, duration, sharpe ratio, beta, and standard deviation; (3) performance attributions by industry, sector or country; and (4) aggregated risk statistics. In addition, other information may also be deemed to be Analytical Information if, in the reasonable belief of the Funds CCO (or his/her designee), the release of such information would not present risks of dilution, arbitrage, market timing, insider trading or other inappropriate trading for a Fund. Such information, if made available to anyone, will be made available to any person upon request, but may or may not be posted on the Funds website.
BROKERAGE TRANSACTIONS
When selecting brokers and dealers to handle the purchase and sale of portfolio instruments, the Advisor looks for prompt execution of the order at a favorable price. The Advisor will generally use those who are recognized dealers in specific portfolio instruments, except when a better price and execution of the order can be obtained elsewhere. For those assets not allocated to a sub-advisor, the Advisor makes decisions on portfolio transactions and selects brokers and dealers subject to review by the Funds Board.
Investment decisions for the Funds are made independently from those of other accounts managed by the Advisor. When a Fund and one or more of those accounts invests in, or disposes of, the same security, available investments or opportunities for sales will be allocated among the Fund and the account(s) in a manner believed by the Advisor to be equitable. While the coordination and ability to participate in volume transactions may benefit the Funds, it is possible that this procedure could adversely impact the price paid or received and/or the position obtained or disposed of by a Fund.
105
For those assets not allocated to a sub-advisor, WFMC is responsible for decisions with respect to the selection, purchase, and sale of portfolio securities on behalf of the Funds, and implementing these decisions including, where applicable, the negotiation of commissions and the allocation of portfolio brokerage. WFMC considers a number of factors when determining whether to use a brokerage firm, including: (i) the reputation and perceived soundness of the firm; (ii) whether the firm provides comprehensive coverage of the particular investment market; (iii) whether the firm is sufficiently knowledgeable about the market and about the security being traded so that speedy and accurate execution will be achieved; (iv) whether the securities prices offered by the firm represent fair market value and the commission charged is reasonable; (v) the firms ability to execute block trades; (vi) the firms standard of research coverage; and (vii) the firms standard of back-office and settlement arrangements.
In selecting the broker for a particular equity trade, when more than one firm is believed to meet WFMCs criteria, preference may be given to a broker-dealer that provides brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934), so long as WFMC believes that the amount of commission charged by such broker-dealer for effecting the transaction is reasonable in relation to the value of the brokerage and research services provided. WFMC will endeavor to be aware of the current level of charges of eligible broker-dealers and to minimize the expense incurred for effecting transactions to the extent consistent with the interests and policies of accounts. WFMC has no obligation to seek the lowest commission rate for any particular transaction, or to select a broker-dealer on the basis of its purported or posted commission rate.
With regard to fixed income trading, transactions are typically effected in an over-the-counter-market on a net basis (i.e., without commission) through dealers acting as principal or in transactions directly with the issuer. Dealers derive an undisclosed amount of compensation by offering securities at a higher price than they bid for them. Some fixed income securities, particularly non-investment grade and municipal securities, may have only one primary market maker. WFMC seeks to use dealers it believes to be actively and effectively trading the security being purchased or sold, but may not always obtain the lowest available price with respect to a security.
On April 30, 2019, the following Funds owned securities of the following regular broker/dealers. The number next to each broker/dealer represents the dollar value of the Funds aggregate holdings or short sale position of the securities of the broker/dealer as of April 30, 2019.
106
Fund |
Broker/
Dealer |
Market
Value |
Broker/
Dealer |
Market
Value |
Broker/
Dealer |
Market
Value |
Broker/
Dealer |
Market
Value |
||||||||||||||||
Broad Market Bond Fund |
Bank of America Securities LLC | 3,583,331 | Citigroup Global Markets, Inc. | 5,116,605 | Goldman Sachs & Co. | 5,630,390 | HSBC Securities (USA) Inc. | 1,400,828 | ||||||||||||||||
JP Morgan Chase & Co. | 1,597,644 | Morgan Stanley | 3,885,257 | Suntrust Robinson Humphrey, Inc. | 3,479,503 | TD Securities | 853,323 | |||||||||||||||||
U.S. Bancorp | 4,006,475 | Wells Fargo & Co. | 4,067,462 | |||||||||||||||||||||
Intermediate-Term Bond Fund |
Bank of America Securities LLC | 816,158 | CIBC Global Asset Management, Inc. | 253,369 | Citigroup Global Markets, Inc. | 508,789 | Goldman Sachs & Co. | 710,825 | ||||||||||||||||
HSBC Securities (USA) Inc. | 59,606 | JP Morgan Chase & Co. | 249,524 | Morgan Stanley | 804,358 | Suntrust Robinson Humphrey, Inc. | 952,960 | |||||||||||||||||
TD Securities | 645,782 | |||||||||||||||||||||||
Large-Cap Strategy Fund |
Bank of America Securities LLC | 6,016,035 | Citigroup Global Markets, Inc. | 3,484,237 | Goldman Sachs & Co. | 1,264,349 | JP Morgan Chase & Co. | 7,557,176 | ||||||||||||||||
M&T Bank Corp | 273,813 | Mizuho Securities USA Inc. | 565,150 | Morgan Stanley | 1,807,395 | Raymond James & Associates, Inc. | 312,254 | |||||||||||||||||
RBC Capital Markets, LLC | 565,150 | Suntrust Robinson Humphrey, Inc. | 666,586 | TD Securities | 149,853 | U.S. Bancorp | 1,560,676 | |||||||||||||||||
Wells Fargo & Co. | 3,881,272 | |||||||||||||||||||||||
International Fund |
Bank of America Securities LLC | 8,287,795 | Barclay Capital, Inc. | 420,038 | Citigroup Global Markets, Inc. | 8,287,795 | HSBC Securities (USA) Inc. | 12,856,632 | ||||||||||||||||
Mizuho Securities USA Inc. | 857,701 | Morgan Stanley | 8,287,795 | UBS AG | 294,204 | |||||||||||||||||||
Real Asset Fund |
Bank of America Securities LLC | 99,924 | Citigroup Global Markets, Inc. | 1,140,160 | Credit Suisse Group AG | 255,373 | Goldman Sachs & Co. | 605,835 | ||||||||||||||||
JP Morgan Chase & Co. | 759,441 | Mizuho Securities USA Inc. | 99,924 | Nomura Securities International, Inc. | 990,298 | RBC Capital Markets, LLC | 174,454 | |||||||||||||||||
UBS AG | 200,915 | |||||||||||||||||||||||
Global Alpha Equities Fund |
Bank of America Securities LLC | 392,831 | HSBC Securities (USA) Inc. | 545,450 | JP Morgan Chase & Co. | 185,912 | Mizuho Securities USA Inc. | 145,084 | ||||||||||||||||
Nomura Securities International, Inc. | 196,508 | TD Securities | 557,506 | U.S. Bancorp Investments, Inc. | 59,132 | UBS AG | 445,798 | |||||||||||||||||
Short-Term Bond Fund |
Bank of America Securities LLC | 326,105 | CIBC Global Asset Management, Inc. | 1,001,911 | Citigroup Global Markets, Inc. | 198,771 | HSBC Securities (USA) Inc. | 198,771 | ||||||||||||||||
RBC Capital Markets, LLC | 861,034 | Wells Fargo & Co. | 502,301 | |||||||||||||||||||||
Diversified Income Fund |
Bank of America Securities LLC | 148,539 | Citigroup Global Markets, Inc. | 427,892 | Goldman Sachs & Co. | 88,927 | JP Morgan Chase & Co. | 679,380 | ||||||||||||||||
Mizuho Securities USA Inc. | 113,945 | Morgan Stanley | 124,341 | Suntrust Robinson Humphrey, Inc. | 30,092 | TD Securities | 317,226 | |||||||||||||||||
U.S. Bancorp | 359,638 | Wells Fargo & Co. | 368,691 | |||||||||||||||||||||
U.S. Government Money Market |
Credit Suisse Group AG | 792,000,000 | Mizuho Securities USA Inc. | 450,000,000 | RBC Capital Markets, LLC | 525,000,000 | TD Securities | 440,000,000 | ||||||||||||||||
U.S. Treasury Money Market Fund |
Credit Suisse Group AG | 118,000,000 | RBC Capital Markets, LLC | 250,000,000 |
RESEARCH SERVICES
Subject to future regulatory changes of the SEC, research services may include advice as to the advisability of investing in securities; security analysis and reports; economic studies; industry studies; receipt of quotations for portfolio evaluations; and similar services. Research services may be used by the Advisor or by affiliates of the Sub-advisors in advising other accounts. To the extent that receipt of these services may replace services for which the Advisor or its affiliates might otherwise have paid, it would tend to reduce their expenses. The Advisor and its affiliates exercise reasonable business judgment in selecting those brokers who offer brokerage and research services to execute securities transactions. They determine in good faith that commissions charged by such persons are reasonable in relationship to the value of the brokerage and research services provided.
Persons acting on the Funds behalf are authorized to pay a broker a higher brokerage commission than another broker might have charged for the same transaction in recognition of the value of brokerage or research services provided by the broker.
CO-ADMINISTRATORS
WFMC and BNYM serve as co-administrators to the Trust and provide the Funds with administrative personnel and services necessary to operate the Funds. BNYM also provides fund accounting services to the Funds.
107
For providing administrative services to the Funds, WFMC receives the following annual fee, based on the Trusts average daily net assets:
Maximum Administrative Fee |
Average Aggregate Daily Net Assets of the Wilmington Trust |
|
0.040% | on the first $5 billion | |
0.030% | on the next $2 billion ($5 7 billion) | |
0.025% | on the next $3 billion ($7 10 billion) | |
0.018% | on assets in excess of $10 billion |
For providing administrative and accounting services to the Funds, BNYM receives the following annual fee, based on the Trust average daily net assets:
Annual Fee, Billed and Payable Monthly |
Average Aggregate Daily Assets of the Wilmington Trust |
|
0.0175% | On the first $15 billion | |
0.0150% | On the next $10 billion | |
0.0125% | On assets in excess of $25 billion |
Prior to October 1, 2017, fees payable to BNYM for administrative and accounting services were as follows:
Annual Fee, Billed and Payable Monthly |
Average Monthly Net Assets of the Wilmington Trust |
|
0.0285% | on the first $500 million | |
0.0280% | on the next $500 million | |
0.0275% | on assets in excess of $1 billion |
For its services as fund accountant and co-administrator for the fiscal years ended April 30, 2019, 2018, and 2017, each Fund paid BNYM the following fees during the period indicated:
Fund |
Fiscal Year Ended
April 30, 2019 |
Fiscal Year Ended
April 30, 2018 |
Fiscal Year Ended
April 30, 2017 |
|||||||||
Large-Cap Strategy Fund |
88,456 | 118,185 | 155,138 | |||||||||
International Fund |
103,746 | 120,373 | 111,906 | |||||||||
Global Alpha Equities Fund |
26,674 | 29,159 | 34,612 | |||||||||
Real Asset Fund |
53,218 | 72,187 | 119,715 | |||||||||
Diversified Income Fund |
7,057 | 9,528 | 12,162 | |||||||||
Intermediate-Term Bond Fund |
14,047 | 21,176 | 36,332 | |||||||||
Broad Market Bond Fund |
91,456 | 109,400 | 136,915 | |||||||||
Short-Term Bond Fund |
8,888 | 14,105 | 27,218 | |||||||||
Municipal Bond Fund |
50,716 | 63,798 | 85,053 | |||||||||
New York Municipal Bond Fund |
11,639 | 17,460 | 23,816 | |||||||||
U.S. Government Money Market Fund |
1,153,532 | 1,539,397 | 1,688,523 | |||||||||
U.S. Treasury Money Market Fund |
226,381 | 211,166 | 231,504 |
108
CUSTODIAN
BNYM is the Trusts custodian. As custodian, BNYM is responsible for safeguarding and controlling the Funds cash and securities, handling the delivery of securities and collecting interest and dividends on the Funds investments. Its address is 240 Greenwich Street, New York, NY 10286.
TRANSFER AND DIVIDEND DISBURSING AGENT
The Bank of New York Mellon serves as transfer and dividend disbursing agent to the Trust and receives a separate fee from the Funds, based on a per shareholder account basis, for these transfer agency services. Its address is 4400 Computer Drive, Westborough, MA 01581.
SECURITIES LENDING AGENT
The Board has approved certain Funds participation in a securities lending program. Under the securities lending program, BNY Mellon serves as the Funds securities lending agent (the Securities Lending Agent).
For the fiscal year ended April 30, 2019, the income earned by those Funds that engaged in securities lending, as well as the fees and/or compensation earned by such Funds (in dollars), pursuant to a securities lending agreement between the Trust with respect to the Funds and the Securities Lending Agent, were as follows:
Fund |
Gross
Income from Securities Lending Activity |
Rebates
Paid to Borrowers |
Fees Paid
to Securities Lending Agent from Revenue Split |
All Fees
and/or Compensation Paid for Securities Lending Activities and Related Services |
Net Income
from Securities Lending Activity |
|||||||||||||||
Broad Market Bond Fund |
$ | 277,937 | 246,237 | $ | 6,347 | $ | 252,583 | $ | 25,354 | |||||||||||
Intermediate-Term Bond Fund |
26,619 | 21,782 | 967 | 22,749 | 3,870 | |||||||||||||||
Short-Term Corporate Bond Fund |
41,039 | 34,611 | 1,288 | 35,899 | 5,140 | |||||||||||||||
Large Cap Strategy Fund |
190,812 | 76,044 | 22,955 | 99,000 | 91,812 | |||||||||||||||
International Fund |
599,484 | 316,738 | 57,164 | 373,902 | 225,582 | |||||||||||||||
Diversified Income Fund |
164,737 | 48,852 | 23,175 | 72,027 | 92,710 | |||||||||||||||
Real Asset Fund |
105,717 | 51,552 | 10,833 | 62,385 | 43,332 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Amounts |
1,406,345 | 795,816 | 122,729 | 918,545 | 487,800 |
The Funds paid no administrative, indemnification or other fees not included in the revenue split with the Securities Lending Agent.
For the fiscal year ended April 30, 2019, the Securities Lending Agent performed various services related to securities lending, including the following:
|
lending a Funds portfolio securities to institutions that are approved borrowers; |
|
determining whether a loan of a portfolio security shall be made and negotiating and establishing the terms and conditions of the loan with the borrower; |
|
ensuring that all dividends and other distributions paid with respect to loaned securities are credited to the applicable Funds account; |
|
receiving and holding, on behalf of a Fund, or transferring to a Funds custodial account, collateral from borrowers to secure obligations of borrowers with respect to any loan of available portfolio securities; |
|
marking-to-market each business day the market value of securities loaned relative to the market value of the collateral posted by the borrowers; |
|
obtaining additional collateral, to the extent necessary, in order to maintain the value of collateral at the levels required by the Securities Lending Agency Agreement, relative to the market value of securities loaned; |
|
at the termination of a loan, returning the collateral to the borrower upon the return of the loaned securities; |
109
|
investing cash collateral in permitted investments as directed by the Funds; and |
|
maintaining records relating to the Funds securities lending activities and providing the Funds monthly statements describing, among other things, the loans made during the period, the income derived from the loans (or losses incurred) and the amounts of any fees or payments paid with respect to each loan. |
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The independent registered public accounting firm for the Funds, Ernst & Young LLP, conducts its audits in accordance with the standards of the Public Company Accounting Oversight Board (United States), which require it to plan and perform its audits to provide reasonable assurance about whether the Funds financial statements and financial highlights are free of material misstatement. Ernst & Young LLP is responsible for auditing the financial statements of the Funds. Its address is 2005 Market Street, Suite 700, Philadelphia, PA 19103.
FEES PAID BY THE FUNDS FOR SERVICES
Advisory Fee Paid/
Advisory Fee Waived |
Brokerage
Commissions Paid |
Administrative Fee Paid
to WFMC |
||||||||||||||||||||||||||||||||||
For the fiscal year ended
April 30, |
For the fiscal year ended
April 30, |
For the fiscal year ended
April 30, |
||||||||||||||||||||||||||||||||||
Fund |
2019 | 2018 | 2017 | 2019 | 2018 | 2017 | 2019 | 2018 | 2017 | |||||||||||||||||||||||||||
Diversified Income Fund |
| | | $ | 7,004 | $ | 26,539 | $ | 1,444 | $ | 13,232 | $ | 14,219 | $ | 14,146 | |||||||||||||||||||||
$ | 330,701 | $ | 356,588 | $ | 265,124 | | | | | | | |||||||||||||||||||||||||
Intermediate-Term Bond Fund |
$ | 96,339 | $ | 196,656 | $ | 397,016 | | | | $ | 26,338 | $ | 30,948 | $ | 42,274 | |||||||||||||||||||||
$ | 264,881 | $ | 231,909 | $ | 196,035 | | | | | | | |||||||||||||||||||||||||
Broad Market Bond Fund |
$ | 1,874,253 | $ | 1,984,788 | $ | 2,023,807 | | | | $ | 171,330 | $ | 163,493 | $ | 159,365 | |||||||||||||||||||||
$ | 477,487 | $ | 281,338 | $ | 211,051 | | | | | | | |||||||||||||||||||||||||
Short-Term Bond Fund |
| $ | 11,271 | $ | 151,547 | | | | $ | 16,662 | $ | 20,754 | $ | 31,589 | ||||||||||||||||||||||
$ | 222,911 | $ | 244,349 | $ | 243,372 | | | | | | | |||||||||||||||||||||||||
New York Municipal Bond Fund |
$ | 125,378 | $ | 205,223 | $ | 263,002 | | | | $ | 21,833 | $ | 25,809 | $ | 27,701 | |||||||||||||||||||||
$ | 173,896 | $ | 152,428 | $ | 125,738 | | | | | | | |||||||||||||||||||||||||
U.S. Government Money Market Fund |
$ | 13,345,018 | $ | 14,234,118 | $ | 12,747,742 | | | | $ | 2,159,181 | $ | 2,297,832 | $ | 1,969,664 | |||||||||||||||||||||
$ | 3,128,037 | $ | 3,437,755 | $ | 5,357,857 | | | | | | | |||||||||||||||||||||||||
U.S. Treasury Money Market Fund |
$ | 2,192,923 | $ | 1,625,165 | $ | 1,476,736 | | | | $ | 423,475 | $ | 321,000 | $ | 269,230 | |||||||||||||||||||||
$ | 1,042,359 | $ | 853,807 | $ | 1,165,663 | | | | | | | |||||||||||||||||||||||||
Large-Cap Strategy Fund |
$ | 535,210 | $ | 541,624 | $ | 542,603 | $ | 29,230 | $ | 58,356 | $ | 68,324 | $ | 165,826 | $ | 176,015 | $ | 180,433 | ||||||||||||||||||
$ | 1,992,096 | $ | 2,169,123 | $ | 2,271,091 | | | | | | | |||||||||||||||||||||||||
International Fund |
$ | 3,279,223 | $ | 3,468,073 | $ | 2,479,169 | $ | 534,219 | $ | 651,022 | $ | 804,424 | $ | 194,649 | $ | 184,050 | $ | 130,193 | ||||||||||||||||||
$ | 1,510,710 | $ | 1,095,405 | $ | 1,291,963 | | | | | | | |||||||||||||||||||||||||
Global Alpha Equities Fund |
$ | 1,350,825 | $ | 1,098,283 | $ | 1,534,798 | $ | 73,809 | $ | 126,131 | $ | 371,865 | $ | 49,982 | $ | 44,855 | $ | 40,186 | ||||||||||||||||||
$ | 935,474 | $ | 976,124 | $ | 570,029 | | | | | | | |||||||||||||||||||||||||
Real Asset Fund |
$ | 1,352,765 | $ | 1,551,127 | $ | 3,035,990 | $ | 26,581 | $ | 84,665 | $ | 228,285 | $ | 99,730 | $ | 106,680 | $ | 139,162 | ||||||||||||||||||
$ | 340,330 | $ | 269,754 | $ | 251 | | | | | | | |||||||||||||||||||||||||
Municipal Bond Fund |
$ | 979,162 | $ | 1,003,426 | $ | 1,066,478 | | | | $ | 95,055 | $ | 95,294 | $ | 98,921 | |||||||||||||||||||||
$ | 324,975 | $ | 317,583 | $ | 321,846 | | | | | | |
International Fund
The following table shows the amount of fees paid for advisory and sub-advisory services, net of any fee waivers or reimbursements, for the years or period indicated:
Advisor and Sub-advisors |
Fiscal
Year Ended April 30, 2019 |
Fiscal
Year Ended April 30, 2018 |
Fiscal
Year Ended April 30, 2017 |
|||||||||
WFMC |
$ | 1,157,059 | $ | 1,457,793 | $ | 535,740 | ||||||
Dimensional# |
| | $ | 43,996 | ||||||||
JOHCM## |
| | $ | 511,436 | ||||||||
LSV## |
| | $ | 173,257 | ||||||||
Northern Cross## |
| | $ | 290,398 | ||||||||
Oberweis## |
| | $ | 187,891 | ||||||||
Parametric Emerging## |
| | $ | 164,600 | ||||||||
Parametric Developed## |
| | $ | 34,260 |
110
Advisor and Sub-advisors |
Fiscal
Year Ended April 30, 2019 |
Fiscal
Year Ended April 30, 2018 |
Fiscal
Year Ended April 30, 2017 |
|||||||||
Allianz* |
$ | 435,908 | $ | 371,807 | $ | 97,833 | ||||||
AXA** |
$ | 371,238 | $ | 381,050 | $ | 104,733 | ||||||
Berenberg* |
$ | 227,424 | $ | 260,875 | $ | 66,379 | ||||||
Nikko*** |
$ | 348,874 | $ | 314,913 | $ | 85,551 | ||||||
Schroders** |
$ | 738,720 | $ | 681,635 | $ | 183,095 |
The following table shows the amount of fees waived for the years or period indicated:
Advisor and Sub-advisors |
Fiscal
Year Ended April 30, 2019 |
Fiscal
Year Ended April 30, 2018 |
Fiscal
Year Ended April 30, 2017 |
|||||||||
WFMC |
$ | 1,510,710 | $ | 1,095,405 | $ | 1,290,897 | ||||||
Dimensional# |
| | $ | 1,066 | ||||||||
JOHCM## |
| | | |||||||||
LSV## |
| | | |||||||||
Northern Cross## |
| | | |||||||||
Oberweis## |
| | | |||||||||
Parametric Emerging## |
| | | |||||||||
Parametric Developed## |
| | | |||||||||
Allianz* |
| | | |||||||||
AXA** |
| | | |||||||||
Berenberg* |
| | | |||||||||
Nikko*** |
| | | |||||||||
Schroders** |
| | |
* |
Commenced operations as a sub-advisor on December 22, 2016 |
** |
Commenced operations as sub-advisor December 27, 2016 |
*** |
Commenced operations as sub-advisor December 26, 2016 |
# |
Subadvisor was terminated as of October 31, 2016 |
## |
Subadvisor terminated as of December 9, 2016 |
Global Alpha Equities Fund
The following table shows the amount of fees paid for advisory and sub-advisory services, net of any fee waivers or reimbursements, for the years or period indicated:
Advisor and Sub-advisors |
Fiscal
Year Ended April 30, 2019 |
Fiscal
Year Ended April 30, 2018 |
Fiscal
Year Ended April 30, 2017 |
|||||||||
WFMC |
$ | 512,515 | $ | 337,667 | $ | 622,696 | ||||||
Acuity# |
| | $ | 56,331 | ||||||||
Analytic# |
| | $ | 115,013 | ||||||||
HCHA# |
| | $ | 105,106 | ||||||||
HCMFA# |
| | $ | 151,002 | ||||||||
Parametric RA### |
| | $ | 82,426 | ||||||||
PE Global## |
| | $ | 99,175 | ||||||||
Shelton Capital Management |
| | $ | 156,232 | ||||||||
Wellington+ |
$ | 838,310 | $ | 760,616 | $ | 146,817 |
111
The following table shows the amount of fees waived for the years or period indicated:
Advisor and Sub-advisors |
Fiscal
Year Ended April 30, 2019 |
Fiscal
Year Ended April 30, 2018 |
Fiscal
Year Ended April 30, 2017 |
|||||||||
WFMC |
$ | 935,474 | $ | 976,124 | $ | 570,029 | ||||||
Acuity# |
| | | |||||||||
Analytic# |
| | | |||||||||
HCHA# |
| | | |||||||||
HCMFA# |
| | | |||||||||
Parametric RA### |
| | | |||||||||
PE Global## |
| | | |||||||||
Shelton Capital Management |
| | | |||||||||
Wellington+ |
| | |
|
Effective June 30, 2016, due to a change of control, Acuity ceased to be a sub-advisor, and Shelton became a sub-advisor. |
# |
Subadvisor was terminated as of January 12, 2017 |
+ |
Wellington commenced operations as a subadvisor on January 26, 2017 |
## |
Subadvisor was terminated as of January 19, 2017 |
### |
Subadvisor was terminated as of December 30, 2016 |
Real Asset Fund
The following table shows the amount of fees paid for advisory and sub-advisory services, net of any fee waivers or reimbursements, for the years or period indicated:
Advisor and Sub-advisors |
Fiscal
Year Ended April 30, 2019 |
Fiscal
Year Ended April 30, 2018 |
Fiscal
Year Ended April 30, 2017 |
|||||||||
WFMC |
$ | 1,028,133 | $ | 1,208,723 | $ | 1,954,110 | ||||||
CBRE Clarion# |
| | $ | 367,783 | ||||||||
PIMCO |
$ | 164,452 | $ | 190,298 | $ | 444,998 | ||||||
Parametric |
$ | 160,180 | $ | 152,106 | $ | 269,109 |
The following table shows the amount of fees waived for the years or period indicated:
Advisor and Sub-advisors |
Fiscal
Year Ended April 30, 2019 |
Fiscal
Year Ended April 30, 2018 |
Fiscal
Year Ended April 30, 2017 |
|||||||||
WFMC |
$ | 340,330 | $ | 269,754 | | |||||||
CBRE Clarion# |
| | | |||||||||
PIMCO |
| | | |||||||||
Parametric |
| | $ | 251 |
# |
Subadvisor was terminated as of April 26, 2017 |
The below table shows the brokerage commissions paid to the Funds affiliated broker-dealer, M&T Securities, Inc.
Fund |
For the Fiscal
Year Ended April 30, 2019 |
Percentage of
Brokerage Commissions* |
Percentage
Dollar Amount** |
For the Fiscal
Year Ended April 30, 2018 |
For the Fiscal
Year Ended April 30, 2017 |
|||||||||||||||
Large-Cap Strategy Fund |
$ | 29,230 | 100 | % | 100 | % | $ | 58,356 | $ | 68,324 | ||||||||||
Real Asset Fund |
$ | 374 | 1.41 | % | 0.38 | % | | |
* |
Percentage of the Funds aggregate brokerage commissions paid to M&T Securities, Inc. during the most recent fiscal year. |
** |
Percentage of the Funds aggregate dollar amount of transactions involving the payment of commissions paid to M&T Securities, Inc. during the most recent fiscal year. |
112
Shareholder Services Fees and 12b-1 Fees Paid
For the fiscal year ended April 30, 2019 | ||||||||||||||||
Shareholder Services
Fees Paid |
Shareholder Services
Fees Waived |
12b-1 Fees Paid | 12b-1 Fees Waived | |||||||||||||
Fund | A Shares | A Shares | ||||||||||||||
Diversified Income Fund |
$ | | $ | 98,287 | $ | 98,287 | $ | | ||||||||
Intermediate-Term Bond Fund |
$ | 1,000 | $ | 3,533 | $ | 4,533 | $ | | ||||||||
Broad Market Bond Fund |
$ | 3,429 | $ | 6,241 | $ | 9,670 | $ | | ||||||||
Short-Term Bond Fund |
$ | | $ | 14,381 | $ | 14,381 | $ | | ||||||||
New York Municipal Bond Fund |
$ | | $ | 30,529 | $ | 30,529 | $ | | ||||||||
International Fund |
$ | | $ | 13,907 | $ | 13,907 | $ | | ||||||||
Global Alpha Equities Fund |
$ | | $ | 317 | $ | 317 | $ | | ||||||||
Real Asset Fund |
$ | | $ | 2,773 | $ | 2,773 | $ | | ||||||||
Municipal Bond Fund |
$ | | $ | 70,815 | $ | 70,815 | $ | |
For the fiscal year ended April 30, 2019 | ||||||||
Shareholder Services
Fees Paid |
Shareholder Services
Fees Waived |
|||||||
Fund | I Shares | |||||||
Diversified Income Fund |
$ | | $ | 2,523 | ||||
Intermediate-Term Bond Fund |
$ | | $ | 196,144 | ||||
Broad Market Bond Fund |
$ | | $ | 1,296,846 | ||||
Short-Term Bond Fund |
$ | | $ | 112,590 | ||||
New York Municipal Bond Fund |
$ | | $ | 135,733 | ||||
Large-Cap Strategy Fund |
$ | | $ | 1,263,653 | ||||
International Fund |
$ | 685,615 | $ | 782,565 | ||||
Global Alpha Equities Fund |
$ | | $ | 380,732 | ||||
Real Asset Fund |
$ | | $ | 757,480 | ||||
Municipal Bond Fund |
$ | | $ | 653,702 |
For the fiscal year ended April 30, 2019 | ||||||||||||||||||||||||
Shareholder Services Fees Paid / Waived | ||||||||||||||||||||||||
Fund |
Service Shares
Paid |
Service Shares
Waived |
Select Shares
Paid |
Select Shares
Waived |
Administrative Shares
Paid |
Administrative Shares
Waived |
||||||||||||||||||
U.S. Government Money Market Fund |
$ | 3,041,872 | $ | 7,734 | $ | 3,390,601 | $ | 5,089,918 | $ | 1,435,116 | $ | 2,152,326 | ||||||||||||
U.S. Treasury Money Market Fund |
$ | 153 | $ | | $ | 969,520 | $ | 1,460,273 | $ | 322,153 | $ | 483,183 | ||||||||||||
For the fiscal year ended April 30, 2019 | ||||||||||||||||||||||||
12b-1 Fees Paid / Waived | ||||||||||||||||||||||||
Service Shares | Service Shares | Select Shares | Select Shares | Administrative Shares | Administrative Shares | |||||||||||||||||||
Fund | Paid | Waived | Paid | Waived | Paid | Waived | ||||||||||||||||||
U.S. Government Money Market Fund |
$ | 3,049,606 | $ | | $ | | $ | | $ | 3,587,442 | $ | | ||||||||||||
U.S. Treasury Money Market Fund |
$ | 153 | $ | | $ | | $ | | $ | 805,336 | $ | |
The Financial Statements for the Funds for the fiscal year ended April 30, 2019 and for the fiscal period ended October 31, 2018 are incorporated by reference to the Annual Reports to Shareholders of the Wilmington Funds dated April 30, 2019 and the Semi-Annual Reports to Shareholders of the Wilmington Funds dated October 31, 2018, respectively.
113
STANDARD AND POORS (S&P)
Long-Term Debt Rating Definitions
AAADebt rated AAA has the highest rating assigned by S&P. Capacity to pay interest and repay principal is extremely strong.
AADebt rated AA has a very strong capacity to pay interest and repay principal and differs from the higher-rated issues only in small degree.
ADebt rated A has a strong capacity to pay interest and repay principal although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories.
BBBDebt rated BBB is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher-rated categories.
BBDebt rated BB has less near-term vulnerability to default than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to inadequate capacity to meet timely interest and principal payments. The BB rating category is also used for debt subordinated to senior debt that is assigned an actual or implied BBB rating.
BDebt rated B has a greater vulnerability to default but
currently has the capacity to meet interest payments and principal repayments. Adverse business, financial, or economic conditions will likely impair capacity or willingness to pay interest and repay principal. The B rating category is also used for
debt subordinated to senior debt that is assigned an actual or implied BB or
BB- rating.
CCCDebt rated CCC has a currently identifiable vulnerability to default, and is dependent upon favorable business, financial, and economic conditions to meet timely payment of interest and repayment of principal. In the event of adverse business, financial, or economic conditions, it is not likely to have the capacity to pay interest and repay principal. The CCC rating category is also used for debt subordinated to senior debt that is assigned an actual or implied B or B rating.
CCThe rating CC typically is applied to debt subordinated to senior debt that is assigned an actual or implied CCC debt rating.
CThe rating C typically is applied to debt subordinated to senior debt which is assigned an actual or implied CCC debt rating. The C rating may be used to cover a situation where a bankruptcy petition has been filed, but debt service payments are continued.
Commercial Paper (CP) Ratings
An S&P commercial paper rating is a current assessment of the likelihood of timely payment of debt having an original maturity of no more than 365 days.
A-1This highest category indicates that the degree of safety regarding timely payment is strong. Those issues determined to possess extremely strong safety characteristics are denoted with a plus sign (+) designation.
A-2Capacity for timely payment on issues with this designation is satisfactory. However, the relative degree of safety is not as high as for issues designated A-1.
Short-Term Municipal Obligation Ratings
A S&P note rating reflects the liquidity concerns and market access risks unique to notes.
SP-1Very strong or strong capacity to pay principal and interest. Those issues determined to possess overwhelming safety characteristics will be given a plus sign (+) designation.
SP-2Satisfactory capacity to pay principal and interest.
Variable Rate Demand Notes (VRDNs) and Tender Option Bonds (TOBs) Ratings
S&P assigns dual ratings to all long-term debt issues that have as part of their provisions a variable rate demand feature. The first rating (long-term rating) addresses the likelihood of repayment of principal and interest when due, and the second rating (short-term rating) describes the demand characteristics. Several examples are AAA/A-1+, AA/A-1+, A/A-1. (The definitions for the long-term and the short-term ratings are provided below.)
114
MOODYS INVESTORS SERVICE, INC. (Moodys)
Long-Term Bond Rating Definitions
AaaBonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as gilt edged. Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.
AaBonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group, they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in Aaa securities.
ABonds which are rated A possess many favorable investment attributes and are to be considered as upper-medium-grade obligations. Factors giving security to principal and interest are considered adequate but elements may be present which suggest a susceptibility to impairment sometime in the future.
BaaBonds which are rated Baa are considered as medium-grade obligations, (i.e., they are neither highly protected nor poorly secured). Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.
BaBonds which are Ba are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.
BBonds which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.
CaaBonds which are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.
CaBonds which are rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings.
CBonds which are rated C are the lowest-rated class of bonds, and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.
Commercial Paper Ratings
P-1Issuers rated Prime-1 (or related supporting institutions) have a superior capacity for repayment of short-term promissory obligations. Prime-1 repayment capacity will normally be evidenced by the following characteristics: leading market positions in well established industries, high rates of return on funds employed, conservative capitalization structure with moderate reliance on debt and ample asset protection, broad margins in earning coverage of fixed financial charges and high internal cash generation, well-established access to a range of financial markets and assured sources of alternate liquidity.
P-2Issuers rated Prime-2 (or related supporting institutions) have a strong capacity for repayment of short-term promissory obligations. This will normally be evidenced by many of the characteristics cited above, but to a lesser degree. Earnings trends and coverage ratios, while sound, will be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.
Short-Term Municipal Obligation Ratings
Moodys short-term ratings are designated Moodys Investment Grade (MIG or VMIG). (See below.) The purpose of the MIG or VMIG ratings is to provide investors with a simple system by which the relative investment qualities of short-term obligations may be evaluated.
MIG1This designation denotes best quality. There is present strong protection by established cash flows, superior liquidity support or demonstrated broad based access to the market for refinancing.
MIG2This designation denotes high quality. Margins of protection are ample although not so large as in the preceding group.
Variable Rate Demand Notes (VRDNs) And Tender Option Bonds (TOBs) Ratings
Short-term ratings on issues with demand features are differentiated by the use of the VMIG symbol to reflect such characteristics as payment upon periodic demand rather than fixed maturity dates and payment relying on external liquidity. In this case, two ratings are usually assigned, (for example, Aaa/VMIG-1); the first representing an evaluation of the degree of risk associated with scheduled principal and interest payments, and the second representing an evaluation of the degree of risk associated with the demand feature. The VMIG rating can be assigned a 1 or 2 designation using the same definitions described above for the MIG rating.
FITCH RATINGS (Fitch)
Long-Term Debt Rating Definitions
AAABonds considered to be investment grade and of the highest credit quality. The obligor has an exceptionally strong ability to pay interest and repay principal, which is unlikely to be affected by reasonably foreseeable events.
AABonds considered to be investment grade and of very high credit quality. The obligors ability to pay interest and repay principal is very strong, although not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA categories are not significantly vulnerable to foreseeable future developments, short-term debt of these issuers is generally rated F-1+.
ABonds considered to be investment grade and of high credit quality. The obligors ability to pay interest and repay principal is considered to be strong, but may be more vulnerable to adverse changes in economic conditions and circumstances than bonds with higher ratings.
BBBBonds considered to be investment grade and of satisfactory credit quality. The obligors ability to pay interest and repay principal is considered to be adequate. Adverse changes in economic conditions and circumstances, however, are more likely to have adverse impact on these bonds, and therefore impair timely payment. The likelihood that the ratings of these bonds will fall below investment grade is higher than for bonds with higher ratings.
BBBonds are considered speculative. The obligors ability to pay interest and repay principal may be affected over time by adverse economic changes. However, business and financial alternatives can be identified which could assist the obligor in satisfying its debt service requirements.
BBonds are considered highly speculative. While bonds in this class are currently meeting debt service requirements, the probability of continued timely payment of principal and interest reflects the obligors limited margin of safety and the need for reasonable business and economic activity throughout the life of the issue.
CCCBonds have certain identifiable characteristics which, if not remedied, may lead to default. The ability to meet obligations requires an advantageous business and economic environment.
CC Bonds are minimally protected. Default in payment of interest and/or principal seems probable over time.
C Bonds are imminent default in payment of interest or principal.
Short-Term Debt Rating Definitions
F-1+Exceptionally Strong Credit Quality. Issues assigned this rating are regarded as having the strongest degree of assurance for timely payment.
F-1Very Strong Credit Quality. Issues assigned this rating reflect an assurance for timely payment, only slightly less in degree than issues rated F-1+.
F-2Good Credit Quality. Issues carrying this rating have a satisfactory degree of assurance for timely payment, but the margin of safety is not as great as for issues assigned F-1+ and F-1 ratings.
Commercial Paper Rating Definitions
FITCH-1(Highest Grade) Commercial paper assigned this rating is regarded as having the strongest degree of assurance for timely payment.
FITCH-2(Very Good Grade) Issues assigned this rating reflect an assurance of timely payment only slightly less in degree than the strongest issues.
LONG-TERM DEBT RATINGS
NRIndicates that both the bonds and the obligor or credit enhancer are not currently rated by S&P or Moodys with respect to short-term indebtedness. However, management considers them to be of comparable quality to securities rated A-1 or P-1.
NR(1)The underlying issuer/obligor/guarantor has other outstanding debt rated AAA by S&P or Aaa by Moodys.
NR(2)The underlying issuer/obligor/guarantor has other outstanding debt rated AA by S&P or Aa by Moodys.
NR(3) The underlying issuer/obligor/guarantor has other outstanding debt rated A by S&P or Moodys.
Other Considerations
Among the factors considered by Moodys in assigning bond, note and commercial paper ratings are the following: (i) evaluation of the management of the issuer; (ii) economic evaluation of the issuers industry or industries and an appraisal of speculative-type risks which may be inherent in certain areas; (iii) evaluation of the issuers products in relation to competition and customer acceptance; (iv) liquidity; (v) amount and quality of long-term debt; (vi) trend of earnings over a period of 10 years; (vii) financial strength of a parent company and the relationships which exist with the issuer; and (viii) recognition by management of obligations which may be present or may arise as a result of public interest questions and preparations to meet such obligations.
Among the factors considered by S&P in assigning bond, note and commercial paper ratings are the following: (i) trend of earnings and cash flow with allowances made for unusual circumstances, (ii) stability of the issuers industry, (iii) the issuers relative strength and position within the industry and (iv) the reliability and quality of management.
CLASS A SHARES, AND CLASS I SHARES
Wilmington Large-Cap Strategy Fund*
Wilmington International Fund
Wilmington Global Alpha Equities Fund
Wilmington Real Asset Fund
Wilmington Diversified Income Fund
Wilmington Intermediate-Term Bond Fund
Wilmington Broad Market Bond Fund
Wilmington Short-Term Bond Fund
Wilmington Municipal Bond Fund
Wilmington New York Municipal Bond Fund
* |
Class A Shares are not offered for the Large-Cap Strategy Fund. |
SELECT CLASS SHARES, SERVICE CLASS SHARES, ADMINISTRATIVE CLASS SHARES AND INSTITUTIONAL CLASS SHARES
Wilmington U.S. Government Money Market Fund*
Wilmington U.S. Treasury Money Market Fund
* |
Only Wilmington U.S. Government Money Market Fund offers Institutional Class Shares |
Distributor
ALPS Distributors, Inc.
1290 Broadway, Suite 1100
Denver, Colorado 80203
Investment Advisor and Co-Administrator
Wilmington Funds Management Corporation
1100 North. Market Street, 9th Floor
Wilmington, Delaware 19890
Principal Sub-Advisor (for all Funds)
Wilmington Trust Investment Advisors, Inc.
1100 North Market Street, 9th Floor
Wilmington, Delaware 19890
Sub-advisors to Wilmington International Fund
Allianz Global Investors U.S. LLC
1633 Broadway
New York, New York 10019
AXA Investment Managers, Inc.
100 West Putnam Avenue
Greenwich, Connecticut 06830
Berenberg Asset Management LLC
1251 Avenue of the Americas, 53rd floor
New York, NY 10020
Nikko Asset Management Americas, Inc.
605 Third Avenue, 38th floor
New York, NY 10158
Schroder Investment Management North America Inc.
7 Bryant Park
New York, NY 10018
Sub-advisors to Wilmington Global Alpha Equities Fund
Wellington Capital Management LLP
280 Congress Street
Boston, Massachusetts 02210
Sub-advisors to Wilmington Real Asset Fund
Pacific Investment Management Company, LLC
840 Newport Center Drive
Newport Beach, California 92660
Parametric Portfolio Associates LLC
800 Fifth Avenue, Suite 2800
Seattle, Washington 98104
Custodian
The Bank of New York Mellon
240 Greenwich Street
New York, New York 10286
Fund Accountant, Co-Administrator,
Transfer Agent and Dividend Disbursing Agent
The Bank of New York Mellon
301 Bellevue Parkway
Wilmington, Delaware 19809
Independent Registered Public Accounting Firm
Ernst & Young LLP
One Commerce Square
2005 Market Street, Suite 700
Philadelphia, Pennsylvania 19103
The following is a list of persons other than the Advisor, the Sub-advisors and their respective affiliates that may receive nonpublic portfolio holdings information concerning the Funds:
CUSTODIAN
The Bank of New York Mellon
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Ernst & Young LLP
LEGAL COUNSEL
Stradley Ronon Stevens & Young LLP
PERFORMANCE REPORTING/PUBLICATIONS
Lipper
Standard & Poors
Moodys Investors Service
ICRA Online LTD
FINANCIAL PRINTERS
RR Donnelley
TRANSFER AGENT, CO-ADMINISTRATOR AND FUND ACCOUNTANT
BNY Mellon Investment Servicing (U.S.) Inc.
OTHER
TechOne Media
PROXY VOTING SERVICES
ISS RiskMetrics Group
WT SAI-001-0819
PART C |
OTHER INFORMATION. |
Item 28. |
Exhibits |
(a)(i) | Conformed copy of Amended and Restated Agreement and Declaration of Trust of Wilmington Funds, a Delaware Statutory Trust, dated March 6, 2013, incorporated by reference to Registrants Post-Effective Amendment No. 107 on Form N-1A filed August 27, 2013. | |
(a)(ii) | Conformed copy of Amendment to Certificate of Trust of MTB Group of Funds, dated August 15, 2003, a Delaware Statutory Trust, incorporated by reference to Registrants Post-Effective Amendment No. 57 on Form N-1A filed August 22, 2003. | |
(a)(iii) | Conformed copy of Amendment to Certificate of Trust of MTB Group of Funds, dated March 1, 2012, changing its name to Wilmington Funds, incorporated by reference to Registrants Post-Effective Amendment No. 105 on Form N-1A filed August 28, 2012. | |
(b)(i) | Copy of Amended and Restated By-Laws of MTB Group of Funds, dated August 15, 2003, a Delaware Statutory Trust, incorporated by reference to Registrants Post-Effective Amendment No. 57 on Form N-1A filed August 22, 2003. | |
(b)(ii) | Copy of Amendment #1 to the Amended and Restated By-Laws of MTB Group of Funds, dated June 24, 2004, incorporated by reference to Registrants Post-Effective Amendment No. 61 on Form N-1A filed August 30, 2004. | |
(b)(iii) | Copy of Amendment #2 to the Amended and Restated By-Laws of MTB Group of Funds, dated September 15, 2004, incorporated by reference to Registrants Post-Effective Amendment No. 65 on Form N-1A filed August 29, 2005. | |
(b)(iv) | Copy of Amendment #3 to the Amended and Restated By-Laws of MTB Group of Funds, dated December 7, 2007, incorporated by reference to Registrants Post-Effective Amendment No. 75 on Form N-1A filed April 21, 2008. | |
(c)(i) | Copy of Specimen Certificate for Shares of Capital Stock of the Registrant, incorporated by reference to Registrants Post-Effective Amendment No. 11 on Form N-1A filed September 3, l993. | |
(c)(ii) | Copy of Specimen Certificate for Shares of Capital Stock of the Vision Capital Appreciation Fund, incorporated by reference to Registrants Post-Effective Amendment No. 24 on Form N-1A filed December 20, 1996. | |
(d)(i) | Investment Advisory Agreement dated March 12, 2012, between the Registrant and Wilmington Funds Management Corporation, incorporated by reference to Registrants Post-Effective Amendment No. 105 on Form N-1A filed August 28, 2012. | |
(d)(ii) | Sub-Advisory Agreement dated March 12, 2012 among the Registrant, Wilmington Funds Management Corporation and Wilmington Trust Investment Advisors, Inc. , incorporated by reference to Registrants Post-Effective Amendment No. 107 on Form N-1A filed August 27, 2013. | |
(d)(iii) | Fee Allocation Letter dated August 21, 2014, incorporated by reference to Registrants Post-Effective Amendment No. 109 on Form N-1A filed August 22, 2014. | |
(d)(iv) | Sub-Advisory Agreement for Wilmington Real Asset Fund (Pacific Investment Management Company LLC) dated March 12, 2012, incorporated by reference to Registrants Post-Effective Amendment No. 107 on Form N-1A filed August 27, 2013. |
1
2
3
(m)(i) | Conformed copy of Rule 12b-1 Plan of the Registrant dated September 15, 2016, incorporated by reference to Registrants Post-Effective Amendment No. 132 on Form N-1A filed August 22, 2017. | |
(m)(ii) | Form of Broker-Dealer Selling Agreement of the Registrant, incorporated by reference to Exhibit 7(b) to Registrants Registration Statement on Form N-14, No. 333-199580, filed October 24, 2014. | |
(m)(iii) | Conformed copy of Contract Defining Responsibility for Fees Under Non-Conforming Dealer Agreement, dated December 9, 2004, incorporated by reference to Registrants Post-Effective Amendment No. 63 on Form N-1A filed April 28, 2005. | |
(n) | Conformed copy of Multiple Class Plan of the Registrant dated July 2019 (filed herewith). | |
(o)(i) | Conformed copy of Power of Attorney of Chairman and Trustee, Nicholas A. Giordano, Chief Executive Officer, Richard J. Berthy, President, Christopher D. Randall, Chief Financial Officer and Treasurer, Christopher W. Roleke, Trustee, Robert H. Arnold, Trustee, Joseph J. Castiglia, Trustee, John S. Cramer, Trustee, Daniel R. Gernatt, Jr., and Trustee, Richard B. Seidel, dated August 2014, incorporated by reference to Registrants Post-Effective Amendment No. 111 on Form N-1A filed August 24, 2015. | |
(o)(ii) | Conformed copy of Power of Attorney of Trustee, Donald E. Foley, incorporated by reference to Registrants Post-Effective Amendment No. 114 on Form N-1A filed August 25, 2016. | |
(o)(iii) | Conformed copy of Power of Attorney of Trustee, Gregory P. Chandler, incorporated by reference to Registrants Post-Effective Amendment No. 132 on Form N-1A filed August 22, 2017. | |
(o)(iv) | Conformed copy of Power of Attorney of Trustee, Dominick DEramo (filed herewith). | |
(o)(v) | Plan of Reorganization dated March 15, 2016 by Wilmington Funds on behalf of all of the shares of the Wilmington Prime Money Market Fund, Wilmington U.S. Government Money Market Fund and Wilmington Tax-Exempt Money Market Fund, incorporated by reference to Registrants Post-Effective Amendment No. 1 on Form N-14 filed November 15, 2016. | |
(p)(i) | Copy of Code of Ethics for Access Persons (Manufacturers and Traders Trust Company), dated July 1, 2002, incorporated by reference to Registrants Post-Effective Amendment No. 54 on Form N-1A filed June 27, 2002. | |
(p)(ii) | Code of Ethics of ALPS Holdings, Inc., dated May 1, 2010, amended September 30, 2013, incorporated by reference to Registrants Post-Effective Amendment No. 109 on Form N-1A filed August 22, 2014. | |
(p)(iii) | Copy of Code of Ethics Regarding Personal Securities Trading MTBIA, incorporated by reference to Registrants Post-Effective Amendment No. 70 on Form N-1A filed August 28, 2006. | |
(p)(iv) | Copy of Code of Ethics of Rodney Square Management Corporation, incorporated by reference to Registrants Post-Effective Amendment No. 98 on Form N-1A filed December 30, 2011. | |
(p)(v) | Copy of Revised Code of Ethics of Pacific Investment Management Company LLC dated April, 2018 (filed herewith). | |
(p)(vi) | Copy of Revised Code of Ethics of Parametric Portfolio Associates LLC dated October 15, 2018 (filed herewith). |
4
(p)(vii) | Copy of Revised Code of Ethics of Allianz Global Investors U.S. LLC dated October 16, 2018 (filed herewith). | |
(p)(viii) | Copy of Revised Code of Ethics of AXA Investment Managers, Inc. dated June 2018 (filed herewith). | |
(p)(ix) | Copy of Revised Code of Ethics of Berenberg Asset Management LLC dated April 2018 (filed herewith). | |
(p)(x) | Copy of Revised Code of Ethics of Nikko Asset Management Americas, Inc. dated January 1, 2019 (filed herewith). | |
(p)(xi) | Copy of Code of Ethics of Schroder Investment Management North America, Inc., dated January 7, 2016, incorporated by reference to Registrants Post-Effective Amendment No. 132 on Form N-1A filed August 22, 2017. | |
(p)(xii) | Copy of Code of Ethics of Wellington Capital Management LLP dated July 1, 2016, incorporated by reference to Registrants Post-Effective Amendment No. 132 on Form N-1A filed August 22, 2017. |
Item 29. |
Persons Controlled by or Under Common Control with Registrant: |
None
Item 30. |
Indemnification: |
Indemnification is provided to Officers and Trustees of the Registrant pursuant to Article VII of Registrants Amended and Restated Agreement and Declaration of Trust. The Investment Advisory Contract provides that, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties under the Investment Advisory Contract on the part of Adviser, Adviser shall not be liable to the Registrant or to any shareholder for any act or omission in the course of or connected in any way with rendering services or for any losses that may be sustained in the purchase, holding, or sale of any security. Registrants Trustees and Officers are covered by an Investment Trust Errors and Omissions Policy.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to Trustees, Officers, and controlling persons of the Registrant by the Registrant pursuant to the Declaration of Trust or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by Trustees, Officers, or controlling persons of the Registrant in connection with the successful defense of any act, suit, or proceeding) is asserted by such Trustees, Officers, or controlling persons in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issues.
Insofar as indemnification for liabilities may be permitted pursuant to Section 17 of the Investment Company Act of 1940, as amended, for Trustees, Officers, and controlling persons of the Registrant by the Registrant pursuant to the Declaration of Trust or otherwise, the Registrant is aware of the position of the Securities and Exchange Commission as set forth in Investment Company Act Release No. IC-11330. Therefore, the Registrant undertakes that in addition to complying with the applicable provisions of the Declaration of Trust or otherwise, in the absence of a final decision on the merits by a court or other body before which the proceeding was brought, that an indemnification payment will not be made unless in the absence of such a decision, a reasonable determination based upon factual review has been made (i) by a
5
majority vote of a quorum of non-party Trustees who are not interested persons of the Registrant or (ii) by independent legal counsel in a written opinion that the indemnitee was not liable for an act of willful misfeasance, bad faith, gross negligence, or reckless disregard of duties. The Registrant further undertakes that advancement of expenses incurred in the defense of a proceeding (upon undertaking for repayment unless it is ultimately determined that indemnification is appropriate) against an Officer, Trustee, or controlling person of the Registrant will not be made absent the fulfillment of at least one of the following conditions: (i) the indemnitee provides security for his undertaking; (ii) the Registrant is insured against losses arising by reason of any lawful advances; or (iii) a majority of a quorum of disinterested non-party Trustees or independent legal counsel in a written opinion makes a factual determination that there is reason to believe the indemnitee will be entitled to indemnification.
Item 31. |
Business and Other Connections of Investment Adviser: |
(a) Wilmington Funds Management Corporation (WFMC), an affiliate of Manufacturers and Traders Trust Company (M&T Bank) performs investment advisory services for the Registrant. Wilmington Trust Investment Advisors, Inc. (WTIA), a subsidiary of M&T Bank, performs investment sub-advisory services for the Registrant. As of June 30, 2019, WFMC, WTIA and their affiliates managed approximately $11.8 billion in mutual fund assets. M&T Bank is the principal banking subsidiary of M&T Bank Corporation, a $121.6 billion bank holding company as of June 30, 2019, which is headquartered in Buffalo, New York.
M&T Bank is a multi-state community-focused bank serving New York, Maryland, New Jersey, Pennsylvania, Delaware, Connecticut, Virginia, West Virginia and Washington, D.C. Founded in 1856, M&T Bank and its affiliates provide banking, investment, insurance and mortgage financial services to consumer, business and government clients. Wilmington Trust, as part of the M&T family of companies, provides wealth and investment management services to individuals, families, business owners and corporations. Except for Wilmington Funds, M&T Bank does not presently provide investment advisory services to any other registered investment companies.
The principal executive Officers and the Directors of WTIA are set forth in the following tables. Unless otherwise noted, the position listed under Other Substantial Business, Profession, Vocation or Employment is with WTIA.
(b)
Name |
Position with WTIA |
Other Substantial Business, Profession, Vocation or Employment |
||
Doris P. Meister 350 Park Avenue, 9th Floor New York, NY 10022 |
Chairman of the Board and Chief Executive Officer |
Executive Vice President, M&T Bank Corporation |
||
Anthony M. Roth 1100 N. Market St, 9th Floor Wilmington, DE 19890 |
President, Chief Investment Officer, Director |
Senior Vice President, M&T Bank |
||
Kevin J. Pearson One Light Street, 17th Floor Baltimore, MD 21202 |
Director |
Vice Chairman, M&T Bank Corporation |
||
William J. Farrell II 1100 N. Market St, 12th Floor Wilmington, DE 19890 |
Director |
Executive Vice President, M&T Bank Corporation |
6
Denise M. Cramer 701 Seneca Street, 3rd Floor Buffalo, NY 14210 |
Director |
Group Vice President, M&T Bank |
||
Dominick J. DEramo 1100 N. Market St, 9th Floor Wilmington, DE 19890 |
Director |
Senior Vice President, M&T Bank |
||
Mary Ellen Reilly 285 Delaware Avenue, 2nd Floor Buffalo, NY 14202 |
Director |
Group Vice President, M&T Bank |
Item 32. |
Principal Underwriters. |
(a) ALPS Distributors, Inc. acts as the distributor for the Registrant and the following investment companies: 1WS Credit Income Fund, 1290 Funds, Aberdeen Standard Investments ETFs, ALPS Series Trust, The Arbitrage Funds, AQR Funds, Axonic Alternative Income Fund, Barings Funds Trust, BBH Trust, Bluerock Total Income + Real Estate Fund, Brandes Investment Trust, Bridge Builder Trust, Broadstone Real Estate Access Fund, Broadview Funds Trust, Brown Advisory Funds, Brown Capital Management Mutual Funds, CC Real Estate Income Fund, Centre Funds, CION Ares Diversified Credit Fund, Columbia ETF Trust, Columbia ETF Trust I, Columbia ETF Trust II, CRM Mutual Fund Trust, CSOP ETF Trust, Cullen Funds Trust, DBX ETF Trust, Flat Rock Opportunity Fund, Financial Investors Trust, Firsthand Funds, FS Credit Income Fund, FS Energy Total Return Fund, FS Series Trust, Goehring & Rozencwajg Investment Funds, Goldman Sachs ETF Trust, Griffin Institutional Access Credit Fund, Griffin Institutional Access Real Estate Fund, Hartford Funds Exchange-Traded Trust, Hartford Funds NextShares Trust, Harvest Volatility Edge Trust, Heartland Group, Inc., Holland Series Fund, Inc., Index Funds, IndexIQ Active ETF Trust, Index IQ ETF Trust, Infusive US Trust, IVY NextShares Trust, James Advantage Funds, Janus Detroit Street Trust, Lattice Strategies Trust, Litman Gregory Funds Trust, Longleaf Partners Funds Trust, M3Sixty Funds Trust, Mairs & Power Funds Trust, Meridian Fund, Inc., Natixis ETF Trust, Pax World Series Trust I, Pax World Funds Trust III, Principal Exchange-Traded Funds, Reality Shares ETF Trust, Resource Credit Income Fund, Resource Real Estate Diversified Income Fund, RiverNorth Funds, Sierra Total Return Fund, Smead Funds Trust, SPDR Dow Jones Industrial Average ETF Trust, SPDR S&P 500 ETF Trust, SPDR S&P MidCap 400 ETF Trust, Sprott ETF Trust, Stadion Investment Trust, Stone Harbor Investment Funds, Stone Ridge Trust, Stone Ridge Trust II, Stone Ridge Trust III, Stone Ridge Trust IV, Stone Ridge Trust V, USCF ETF Trust, Wasatch Funds, WesMark Funds, Wilmington Funds and XAI Octagon Credit Trust.
(b) To the best of Registrants knowledge, the directors and executive officers of ALPS Distributors, Inc., are as follows:
Name* |
Position with Underwriter |
Positions with Fund |
||
Una Troy | Director | |||
Bradley J. Swenson | President, Chief Operating Officer, Director | |||
Robert J. Szydlowski | Senior Vice President, Chief Technology Officer | |||
Eric T. Parsons | Vice President, Controller and Assistant Treasurer | |||
Joseph J. Frank** | Secretary | |||
Patrick J. Pedonti ** | Vice President, Treasurer and Assistant Secretary |
7
Richard C. Noyes | Senior Vice President, General Counsel, Assistant Secretary | |||
Steven Price | Senior Vice President, Chief Compliance Officer | |||
Liza Orr | Vice President, Senior Counsel | |||
Jed Stahl | Vice President, Senior Counsel | |||
Josh Eihausen | Vice President, Associate Senior Counsel | |||
James Stegall | Vice President | |||
Gary Ross | Senior Vice President | |||
Kevin Ireland | Senior Vice President | |||
Mark Kiniry | Senior Vice President | |||
Stephen J. Kyllo | Vice President, Deputy Chief Compliance Officer | |||
Hilary Quinn | Vice President | |||
Jennifer Craig | Assistant Vice President |
* |
Except as otherwise noted, the principal business address for each of the above directors and executive officers is 1290 Broadway, Suite 1100, Denver, Colorado 80203. |
** |
The principal business address for Messrs. Pedonti and Frank is 333 W. 11th Street, 5th Floor, Kansas City, Missouri 64105. |
(c) |
Not applicable |
Item 33. |
Location of Accounts and Records: |
All accounts and records required to be maintained by Section 31(a) of the Investment Company Act of 1940 and Rules 31a-1 through 31a-3 promulgated thereunder are maintained at one of the following locations:
Wilmington Funds |
111 South Calvert Street, 26th floor Baltimore, Maryland 21202 |
|
The Bank of New York Mellon (Co-Administrator, Accountant, Custodian and Transfer Agent and Dividend Disbursing Agent) |
240 Greenwich Street New York, New York 10286 |
|
Wilmington Funds Management Corporation, a subsidiary of Manufacturers and Traders Trust Company (Investment Adviser) |
1100 N. Market Street Wilmington, Delaware 19890 |
|
Wilmington Trust Investment Advisors, Inc., a subsidiary of Manufacturers and Traders Trust Company (Investment Sub-Adviser and Co-Administrator) |
One Light Street, 15th floor Baltimore, Maryland 21202 |
|
Allianz Global Investors U.S. LLC (Sub-Adviser to the Wilmington International Fund) |
1633 Broadway New York, New York 10019 |
|
AXA Investment Managers, Inc. (Sub-Adviser to the Wilmington International Fund) |
100 West Putnam Avenue Greenwich, Connecticut 06830 |
8
Berenberg Asset Management LLC (Sub-Adviser to the Wilmington International Fund) |
1251 Avenue of the Americas, 53rd floor New York, New York 10020 |
|
Nikko Asset Management Americas, Inc. (Sub-Adviser to the Wilmington International Fund) |
605 Third Avenue, 38th floor New York, New York 10158 |
|
Schroder Investment Management North America, Inc. (Sub-Adviser to the Wilmington International Fund) |
7 Bryant Park New York, New York 10018 |
|
Pacific Investment Management Company, LLC (Sub-Adviser to the Wilmington Real Asset Fund) |
840 Newport Center Drive Newport Beach, California 92660 |
|
Parametric Portfolio Associates LLC (Sub-Adviser to the Wilmington Real Asset Fund) |
800 Fifth Avenue, Suite 2800 Seattle, Washington 98104 |
|
Wellington Capital Management LLP (Sub-Adviser to the Wilmington Global Alpha Equities Fund) |
280 Congress Street Boston, Massachusetts 02210 |
Item 34. |
Management Services: |
Not applicable.
Item 35. |
Undertakings: |
Registrant hereby undertakes to comply with the provisions of Section 16(c) of the 1940 Act with respect to the removal of Trustees/Directors and the calling of special shareholder meetings by shareholders.
9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, Wilmington Funds, certifies that it meets all of the requirements for effectiveness of this Amendment to its Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Brooklyn and the State of New York, on the 29th day of August, 2019.
WILMINGTON FUNDS | ||
By: |
/s/ Lisa R. Grosswirth |
|
Lisa R. Grosswirth, Secretary | ||
August 29, 2019 |
Pursuant to the requirements of the Securities Act of 1933, this Amendment to its Registration Statement has been signed below by the following person in the capacity and on the date indicated:
NAME | TITLE | DATE | ||||
By: |
/s/ Lisa R. Grosswirth |
|||||
Lisa R. Grosswirth SECRETARY |
Attorney-in-Fact For the Persons Listed Below | August 29, 2019 | ||||
Nicholas A. Giordano* |
Chairman of the Board and Trustee |
|||||
/s/ Richard J. Berthy Richard J. Berthy |
Chief Executive Officer | |||||
(Principal Executive Officer) | ||||||
/s/ Christopher W. Roleke Christopher W. Roleke |
Chief Financial Officer and Treasurer | |||||
(Principal Financial Officer) | ||||||
Dominick DEramo* | President and Trustee | |||||
Robert H. Arnold* | Trustee | |||||
Donald E. Foley* | Trustee | |||||
Gregory P. Chandler* | Trustee | |||||
Richard B. Seidel* | Trustee |
* By Power of Attorney
10
EXHIBIT INDEX
WILMINGTON FUNDS
Exhibit # |
Title of Exhibit |
|
(j) | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. | |
(n) | Conformed copy of Multiple Class Plan of the Registrant dated July 2019. | |
(o)(iv) | Conformed copy of Power of Attorney of Trustee, Dominick DEramo. | |
(p)(v) | Copy of Revised Code of Ethics of Pacific Investment Management Company LLC dated April 2018. | |
(p)(vi) | Copy of Revised Code of Ethics of Parametric Portfolio Associates LLC dated October 15, 2018. | |
(p)(vii) | Copy of Revised Code of Ethics of Allianz Global Investors U.S. LLC dated October 16, 2018. | |
(p)(viii) | Copy of Revised Code of Ethics of AXA Investment Managers, Inc. dated June 2018. | |
(p)(ix) | Copy of Revised Code of Ethics of Berenberg Asset Management LLC dated April 2018. | |
(p)(x) | Copy of Revised Code of Ethics of Nikko Asset Management Americas, Inc. dated January 1, 2019. |
11
Consent of Independent Registered Public Accounting Firm
We consent to the references to our firm under the caption Financial Highlights in the Prospectus and Independent Registered Public Accounting Firm in the Statement of Additional Information and to the incorporation by reference in this Registration Statement (Form N-1A) (Post-Effective Amendment No. 151 to File No. 33-20673) of Wilmington Funds of our reports dated June 27, 2019 on the financial statements and financial highlights of the Wilmington U.S. Government Money Market Fund, Wilmington U.S. Treasury Money Market Fund, Wilmington Broad Market Bond Fund, Wilmington Intermediate-Term Bond Fund, Wilmington Short-Term Bond Fund, Wilmington Municipal Bond Fund, Wilmington New York Municipal Bond Fund, Wilmington Large-Cap Strategy Fund, Wilmington International Fund, Wilmington Global Alpha Equities Fund, Wilmington Real Asset Fund and Wilmington Diversified Income Fund (twelve of the series constituting the Wilmington Funds) included in the April 30, 2019 Annual Reports to shareholders.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
August 28, 2019
Conformed
AMENDED AND RESTATED
WILMINGTON FUNDS
MULTIPLE CLASS PLAN
This Multiple Class Plan (Plan), amended and restated as of July 19, 2019, is adopted by the Wilmington Funds (formerly the MTB Group of Funds and herein, the Trust), a Delaware statutory trust, with respect to the classes of shares (Classes) of its various portfolios (the Funds) set forth in exhibits hereto (the Class Exhibits). The adoption of this Plan is indicated by the execution of one or more of the Class Exhibits.
1. |
PURPOSE |
This Plan is adopted pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended (the Rule), in connection with the issuance by the Trust of more than one class of shares of any or all of the Funds in reliance on the Rule.
2. |
SEPARATE ARRANGEMENTS / CLASS DIFFERENCES |
The arrangements for shareholder services or the distribution of securities, or both, for each Class shall be as set forth in the applicable Class Exhibit hereto.
3. |
EXPENSE ALLOCATIONS |
Each Class shall be allocated those expenses actually incurred in a different amount by that Class and which are described in the applicable Class Exhibit hereto (Class Expenses). Class Expenses may include distribution expenses; shareholder services expenses; transfer agent fees; printing and postage expenses related to preparing and distributing materials such as shareholder reports, prospectuses, and proxies to current shareholders; blue sky registration fees; SEC registration fees; the expense of administrative personnel and services as required to be supplied to the shareholders of a specific class; litigation or other legal expenses relating solely to one Class; or Trustees fees incurred as a result of issues relating to one Class of shares.
4. |
CONVERSION FEATURES |
The conversion features for shares of each Class shall be as set forth in the applicable Class Exhibit hereto.
5. |
EXCHANGE FEATURES |
The exchange features for shares of each Class shall be as set forth in the applicable Class Exhibit hereto.
6. |
EFFECTIVENESS |
This Plan and any amendments thereto shall become effective with respect to each Class upon execution of an exhibit adopting this Plan with respect to such Class.
7. |
AMENDMENT |
Any material amendment of this Plan or any Class Exhibit hereto by the Trust is subject to the approval of a majority of the Trustees of the Trust, and a majority of the Trustees of the Trust who are not interested persons of the Trust upon a finding that such amendment is in the best interests of each Class individually and the Trust as a whole, pursuant to the Rule.
1
8. |
LIMITATIONS OF LIABILITY OF TRUSTEES AND SHAREHOLDERS OF THE TRUST. |
The execution and delivery of this Plan have been authorized by the Trustees of the Trust and signed by an authorized officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Plan are not binding upon any of the Trustees or shareholders of the Trust, but bind only the appropriate property of the Fund, or Class, as provided in the Charter Documents.
2
EXHIBIT A to the Multiple Class Plan
WILMINGTON FUNDS (formerly the MTB Group of Funds)
SERVICE CLASS SHARES (formerly certain Class A, Class A2 and Class S Shares)
Wilmington U.S. Government Money Market Fund
Wilmington U.S. Treasury Money Market Fund
This Exhibit to the Multiple Class Plan (the Plan) is hereby adopted by the above-listed portfolios of the Trust (Funds) on whose behalf it is executed as of the date stated below.
1. |
Separate Arrangements |
Distribution Arrangements
Service Shares are designed for individuals as a convenient means of accumulating an interest in a professionally managed, diversified portfolio of short-term money market securities.
Channel/Target Customers
Service Shares are designed for sale to retail customers.
Sales Load
None.
Rule 12b-l Plan and Services
Service Shares may bear, for services provided pursuant to the Rule 12b-l Plan, a maximum distribution fee of 0.25% of the average daily net assets of each Funds Service Shares. All or any portion of this fee may be waived by the Distributor from time to time.
Shareholder Services Plan and Services
Service Shares may bear, for shareholder services provided, a maximum shareholder service fee of 0.25% of the average daily net asset value of the Service Shares. All or any portion of this fee may be waived by the shareholder servicing agent from time to time.
Minimum Investment
There is no minimum initial investment for Service Shares. There is no subsequent minimum investment amount.
Voting Rights
Each Service Share gives the shareholder one vote in Trustee elections and other matters submitted to shareholders for the entire Trust for vote. All shares of each portfolio or class in the Funds have equal voting rights, except that only shares of a particular portfolio or class are entitled to vote in matters affecting that portfolio or class.
3
2. |
Expense Allocation |
Distribution Fees
Distribution Fees are allocated equally among Service Shares of each Fund.
Shareholder Service Fees
Shareholder Service Fees are allocated equally among the Service Shares of each Fund.
3. |
Conversion Features |
Service Shares are not convertible into shares of any other class.
4. |
Exchange Features |
Service Shares of any portfolio may be exchanged for Service Shares of other Funds of the Trust pursuant to the conditions described in the appropriate prospectus.
IN WITNESS WHEREOF, this Class Exhibit has been executed on behalf of the above-listed portfolios of the Trust by their duly-authorized officer as of the date set forth below.
Wilmington Funds | ||
By: | /s/ Michael D. Daniels | |
Name: Michael D. Daniels | ||
Title: Vice President | ||
Date: November 16, 2007 |
By: | /s/ Michael D. Daniels | |
Name: Michael D. Daniels | ||
Title: Vice President | ||
Date: June 22, 2012 |
By: | /s/ John C. McDonnell | |
Name: John C. McDonnell | ||
Title: Vice President | ||
Date: July 19, 2019 |
Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, on June 22, 2012, to reflect: (i) the conversion of the six classes of MTB Money Market Fund shares into four new MTB Money Market Fund share classes, effective January 20, 2012; (ii) the reorganization of four series of the MTB Group of Funds into four other series of the MTB Group of Funds; (iii) the reorganization of twelve portfolios of WT Mutual Fund, a Delaware statutory trust, into existing and newly formed series of the MTB Group of Funds; and (iv) the re-naming of the MTB Group of Funds to Wilmington Funds and the renaming of individual Funds. Events (ii), (iii) and (iv) were effective March 9, 2012.
Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, on July 19, 2019, to reflect the liquidation of the Wilmington Prime Money Market Fund and the Wilmington Tax-Exempt Money Market Fund on August 15, 2016 and August 22, 2016, respectively, both of which were reorganized into the Wilmington U.S. Government Money Market Fund.
4
EXHIBIT B to the Multiple Class Plan
WILMINGTON FUNDS (formerly the MTB Group of Funds)
SELECT CLASS SHARES (formerly certain Class A, Institutional I, and Corporate Class Shares)
Wilmington U.S. Government Money Market Fund
Wilmington U.S. Treasury Money Market Fund
This Exhibit to the Multiple Class Plan (the Plan) is hereby adopted by the above-listed portfolios of the Trust (Funds) on whose behalf it is executed as of the date stated below.
1. |
Separate Arrangements |
Distribution Arrangements
Select Shares are marketed to financial institutions and other institutional investors directly or through a financial intermediary.
Channel/Target Customers
Select Shares are designed for sale to institutional investors investing for their own account (including as a fiduciary) or their individual customers accounts.
Sales Load
None.
Rule 12b-1 Plan And Services
None.
Shareholder Services Plan And Services
Select Shares may bear, for shareholder services provided, a maximum shareholder service fee of 0.25% of the average daily net asset value of the Select Shares. All or any portion of this fee may be waived by the shareholder servicing agent from time to time.
Minimum Investments
The minimum initial investment in Select Shares is $100,000. Subsequent investments must be in amounts of at least $25. The minimum account balance is $250.
The minimum initial and subsequent investment amounts may be waived or lowered from time to time.
Voting Rights
Each Select Share gives the shareholder one vote in Trustee elections and other matters submitted to shareholders for the entire Trust for vote. All shares of each portfolio or class in the Funds have equal voting rights, except that only shares of a particular portfolio or class are entitled to vote in matters affecting that portfolio or class.
5
2. |
Expense Allocation |
Distribution Fees
No Distribution Fees are allocated to Select Shares.
Shareholder Service Fees
Shareholder Service Fees are allocated equally among the Select Class Shares of each Fund.
3. |
Conversion Features |
Select Shares are not convertible into shares of any other class.
4. |
Exchange Features |
Select Shares of any portfolio may be exchanged for Institutional I Shares of other Funds of the Trust pursuant to the conditions described in the appropriate prospectus.
IN WITNESS WHEREOF, this Class Exhibit has been executed on behalf of the above-listed portfolios of the Trust by their duly-authorized officer as of the date set forth below.
Wilmington Funds | ||
By: | /s/ Michael D. Daniels | |
Name: Michael D. Daniels | ||
Title: Vice President | ||
Date: November 16, 2007 |
By: | /s/ Michael D. Daniels | |
Name: Michael D. Daniels | ||
Title: Vice President | ||
Date: June 22, 2012 |
By: | /s/ John C. McDonnell | |
Name: John C. McDonnell | ||
Title: Vice President | ||
Date: July 19, 2019 |
Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, on June 22, 2012, to reflect: (i) the conversion of the six classes of MTB Money Market Fund shares into four new MTB Money Market Fund share classes, effective January 20, 2012; (ii) the reorganization of four series of the MTB Group of Funds into four other series of the MTB Group of Funds; (iii) the reorganization of twelve portfolios of WT Mutual Fund, a Delaware statutory trust, into existing and newly formed series of the MTB Group of Funds; and (iv) the re-naming of the MTB Group of Funds to Wilmington Funds and the renaming of individual funds. Events (ii), (iii) and (iv) were effective March 9, 2012.
Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, on July 19, 2019, to reflect the liquidation of the Wilmington Prime Money Market Fund and the Wilmington Tax-Exempt Money Market Fund on August 15, 2016 and August 22, 2016, respectively, both of which were reorganized into the Wilmington U.S. Government Money Market Fund.
6
EXHIBIT C to the Multiple Class Plan
WILMINGTON FUNDS (formerly the MTB Group of Funds)
ADMINISTRATIVE CLASS SHARES (formerly Institutional II Class)
Wilmington U.S. Government Money Market Fund
Wilmington U.S. Treasury Money Market Fund
This Exhibit to the Multiple Class Plan (the Plan) is hereby adopted by the above-listed portfolios of the Trust (Funds) on whose behalf it is executed as of the date stated below.
1. |
Separate Arrangements |
Distribution Arrangements
Administrative Class Shares are marketed to financial institutions directly or through a financial intermediary.
Channel/Target Customers
Administrative Class Shares are designed for sale to financial institutions investing for their own account (including as a fiduciary) or their individual customers accounts.
Sales Load
None.
Rule 12b-1 Plan And Services
Administrative Class Shares may bear, for services provided pursuant to the Rule 12b-1 Plan, a distribution service fee of 0.25% of the average daily net assets of the Administrative Class Shares. All or any portion of this fee may be waived by the Distributor from time to time.
Shareholder Services Plan And Services
Administrative Class Shares may bear, for shareholder services provided, a maximum shareholder service fee of 0.25% of the average daily net asset value of the Administrative Class Shares. All or any portion of this fee may be waived by the shareholder servicing agent from time to time.
Minimum Investments
The minimum initial investment in Administrative Class Shares is $1,000. Subsequent investments must be in amounts of at least $25. The minimum account balance is $10,000.
The minimum initial and subsequent investment amounts may be waived or lowered from time to time.
7
Voting Rights
Each Administrative Class Share gives the shareholder one vote in Trustee elections and other matters submitted to shareholders for the entire Trust for vote. All shares of each portfolio or class in the Funds have equal voting rights, except that only shares of a particular portfolio or class are entitled to vote in matters affecting that portfolio or class.
2. |
Expense Allocation |
Distribution Fees
Distribution Fees are allocated equally among Administrative Class Shares of each Fund.
Shareholder Service Fees
Shareholder Service Fees are allocated equally among the Administrative Class Shares of each Fund.
3. |
Conversion Features |
Administrative Class Shares are not convertible into shares of any other class.
4. |
Exchange Features |
Administrative Class Shares of any portfolio may be exchanged for Administrative Class Shares of other Funds of the Trust pursuant to the conditions described in the appropriate prospectus.
IN WITNESS WHEREOF, this Class Exhibit has been executed on behalf of the above-listed portfolios of the Trust by their duly-authorized officer as of the date set forth below.
Wilmington Funds | ||
By: | /s/ Michael D. Daniels | |
Name: Michael D. Daniels | ||
Title: Vice President | ||
Date: November 16, 2007 |
By: | /s/ Michael D. Daniels | |
Name: Michael D. Daniels | ||
Title: Vice President | ||
Date: June 22, 2012 |
By: | /s/ John C. McDonnell | |
Name: John C. McDonnell | ||
Title: Vice President | ||
Date: July 19, 2019 |
8
Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, on June 22, 2012, to reflect: (i) the conversion of the six classes of MTB Money Market Fund shares into four new MTB Money Market Fund share classes, effective January 20, 2012; (ii) the reorganization of four series of the MTB Group of Funds into four other series of the MTB Group of Funds; (iii) the reorganization of twelve portfolios of WT Mutual Fund, a Delaware statutory trust, into existing and newly formed series of the MTB Group of Funds; and (iv) the re-naming of the MTB Group of Funds to Wilmington Funds and the renaming of individual funds. Events (ii), (iii) and (iv) were effective March 9, 2012.
Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, on July 19, 2019, to reflect the liquidation of the Wilmington Prime Money Market Fund and the Wilmington Tax-Exempt Money Market Fund on August 15, 2016 and August 22, 2016, respectively, both of which were reorganized into the Wilmington U.S. Government Money Market Fund.
9
EXHIBIT D to the Multiple Class Plan
WILMINGTON FUNDS (formerly the MTB Group of Funds)
INSTITUTIONAL CLASS SHARES
Wilmington U.S. Government Money Market Fund
Wilmington U.S. Treasury Money Market Fund
This Exhibit to the Multiple Class Plan (the Plan) is hereby adopted by the above-listed portfolios of the Trust (Funds) on whose behalf it is executed as of the date stated below.
1. |
Separate Arrangements |
Distribution Arrangements
Institutional Class Shares are marketed to financial institutions directly or through a financial intermediary.
Channel/Target Customers
Class Shares are designed for sale to institutional customers.
Sales Load
None.
Rule 12b-1 Plan And Services
None.
Shareholder Services Plan And Services
None.
Minimum Investments
The minimum initial investment in the Wilmington U.S. Government Money Market Funds Institutional Class Shares is $5,000,000. The minimum initial investment in the Wilmington U.S. Treasury Money Market Funds Institutional Class Shares is $1,000,000.
Subsequent investments must be in amounts of at least $25. The minimum account balance is $10,000 for the Wilmington U.S. Government Money Market Fund and for the Wilmington U.S. Treasury Money Market Fund.
The minimum initial and subsequent investment amounts may be waived or lowered from time to time.
Voting Rights
Each Institutional Class Share gives the shareholder one vote in Trustee elections and other matters submitted to shareholders for the entire Trust for vote. All shares of each portfolio or class in the Funds have equal voting rights, except that only shares of a particular portfolio or class are entitled to vote in matters affecting that portfolio or class.
10
2. |
Expense Allocation |
Distribution Fees
No Distribution Fees are allocated to Institutional Class Shares.
Shareholder Service Fees
No Shareholder Service Fees are allocated to Institutional Class Shares.
3. |
Conversion Features |
Institutional Class Shares are not convertible into shares of any other class.
4. |
Exchange Features |
Institutional Class Shares of any portfolio may only be exchanged for Institutional Class Shares of other portfolios of the Trust pursuant to the conditions described in the appropriate prospectus.
IN WITNESS WHEREOF, this Class Exhibit has been executed on behalf of the above-listed portfolios of the Trust by their duly-authorized officer as of the date set forth below.
Wilmington Funds | ||
By: | /s/ Michael D. Daniels | |
Name: Michael D. Daniels | ||
Title: Vice President | ||
Date: December 9, 2011 |
By: | /s/ John C. McDonnell | |
Name: John C. McDonnell | ||
Title: Vice President | ||
Date: July 19, 2019 |
Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, on July 19, 2019, to reflect: (i) the liquidation of the Wilmington Prime Money Market Fund on August 15, 2016, which was reorganized into the Wilmington U.S. Government Money Market Fund; and (ii) the addition of the Institutional share class for the Wilmington U.S. Treasury Money Market Fund.
11
EXHIBIT E to the Multiple Class Plan
WILMINGTON FUNDS (formerly the MTB Group of Funds)
CLASS A SHARES
Wilmington Broad Market Bond Fund
Wilmington Intermediate-Term Bond Fund
Wilmington Short-Term Bond Fund
Wilmington Municipal Bond Fund
Wilmington New York Municipal Bond Fund
Wilmington International Fund
Wilmington Real Asset Fund
Wilmington Diversified Income Fund
Wilmington Global Alpha Equities Fund
This Exhibit to the Multiple Class Plan (the Plan) is hereby adopted by the above-listed portfolios of the Trust (Funds) on whose behalf it is executed as of the date stated below.
1. |
Separate Arrangements |
Distribution Arrangements
Class A Shares are designed for individuals as a convenient means of accumulating an interest in a professionally managed, diversified portfolio of securities.
Channel/Target Customers
Class A Shares are designed for sale to retail customers.
Sale Load
Class A Shares are sold with a front-end sales load as described in the prospectus.
Rule 12b-1 Plan and Services
The Class A Shares may bear, for services provided pursuant to the Rule 12b-1 Plan, a maximum distribution fee of 0.25% of the average daily net assets of each Funds Class A Shares. All or any portion of this fee may be waived by the Distributor from time to time.
Shareholder Service Fees
The Class A Shares may bear, for shareholder services provided, a maximum shareholder service fee of 0.25% of the average daily net asset value of each Funds Class A Shares. All or any portion of this fee may be waived by the shareholder servicing agent from time to time.
Minimum Investments
The minimum initial investment in Class A Shares is $1,000. Subsequent investments must be in amounts of at least $25. The minimum account balance is $250.
The minimum initial and subsequent investment amounts may be waived or lowered from time to time.
12
Voting Rights
Each Class A Share gives the shareholder one vote in Trustee elections and other matters submitted to shareholders of the entire Trust vote. All shares of each portfolio or class in the Funds have equal voting rights, except that only shares of a particular portfolio or class are entitled to vote in matters affecting that portfolio or class.
2. |
Expense Allocation |
Distribution Fees
Distribution Fees are allocated equally among Class A Shares of each Fund.
Shareholder Service Fees
Shareholder Service Fees are allocated equally among Class A Shares of each Fund.
3. |
Conversion Features |
Class A Shares are not convertible into shares of any other class.
4. |
Exchange Features |
Class A Shares of any portfolio may be exchanged for Class A Shares of other Funds of the Trust pursuant to the conditions described in the appropriate prospectus.
IN WITNESS WHEREOF, this Class Exhibit has been executed on behalf of the above-listed portfolios of the Trust by their duly-authorized officer as of the date set forth below.
Wilmington Funds | ||
By: | /s/ Michael D. Daniels | |
Name: Michael D. Daniels | ||
Title: Vice President | ||
Date: December 3, 2009 |
By: | /s/ Michael D. Daniels | |
Name: Michael D. Daniels | ||
Title: Vice President | ||
Date: June 22, 2012 |
By: | /s/ Michael D. Daniels | |
Name: Michael D. Daniels | ||
Title: Vice President | ||
Date: November 30, 2012 |
By: | /s/ Michael D. Daniels | |
Name: Michael D. Daniels | ||
Title: Vice President | ||
Date: April 12, 2013 |
13
By: | /s/ Michael D. Daniels | |
Name: Michael D. Daniels | ||
Title: Vice President | ||
Date: September 12, 2013 |
By: | /s/ Michael D. Daniels | |
Name: Michael D. Daniels | ||
Title: Vice President | ||
Date: September 18, 2014 |
By: | /s/ John C. McDonnell | |
Name: John C. McDonnell | ||
Title: Vice President | ||
Date: July 19, 2019 |
Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, on June 22, 2012, to reflect: (i) the conversion of the six classes of MTB Money Market Fund shares into four new MTB Money Market Fund share classes, effective January 20, 2012; (ii) the reorganization of four series of the MTB Group of Funds into four other series of the MTB Group of Funds; (iii) the reorganization of twelve portfolios of WT Mutual Fund, a Delaware statutory trust, into existing and newly formed series of the MTB Group of Funds; and (iv) the renaming of the MTB Group of Funds to Wilmington Funds and the renaming of individual Funds. Events (ii), (iii) and (iv) were effective March 9, 2012.
Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, effective as of November 30, 2012, to reflect the reorganization of the Wilmington Pennsylvania and Virginia Municipal Bond Funds into the Wilmington Municipal Bond Fund.
Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, effective as of April 12, 2013, to reflect the recapitalization into another class of shares, or the elimination, of the Class A shares of certain Funds.
Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, as of September 12, 2013, to reflect the name change of the Wilmington Rock Maple Alternatives Fund to the Wilmington Multi-Manager Alternatives Fund.
Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, effective as of September 18, 2014, to reflect the liquidations of the Wilmington Large-Cap Value Fund and the Wilmington Large-Cap Growth Fund.
Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, effective July 19, 2019, to reflect: (i) the name change of the Wilmington Short-Term Corporate Bond Fund into the Wilmington Short-Term Bond Fund, effective January 30, 2015; (ii) the liquidation of both the Wilmington Maryland Municipal Bond Fund and the Wilmington Short Duration Government Bond Fund on February 2, 2015, which were reorganized into the Wilmington Municipal Bond Fund and Wilmington Short-Term Corporate Bond Fund (which had just been renamed the Wilmington Short-Term Bond Fund); (iii) the liquidation of the Wilmington Small-Cap Growth Fund on July 20, 2015; (iv) the liquidation of the Wilmington Mid-Cap Growth Fund on August 3, 2015; (v) the name change of the Wilmington Multi-Manager Alternatives Fund to the Wilmington Global Alpha Equities Fund effective as of January 31, 2017; (vi) the liquidation of the Wilmington Strategic Allocation Aggressive Fund and the Wilmington Strategic Allocation Conservative Fund on April 27, 2017; and (vii) the name change of the Wilmington Strategic Allocation Moderate Fund into the Wilmington Diversified Income Fund, effective August 31, 2017.
14
EXHIBIT F to the Multiple Class Plan
WILMINGTON FUNDS (formerly the MTB Group of Funds)
CLASS I SHARES (formerly Institutional I Shares)
Wilmington Broad Market Bond Fund
Wilmington Intermediate-Term Bond Fund
Wilmington Short-Term Bond Fund
Wilmington Municipal Bond Fund
Wilmington New York Municipal Bond Fund
Wilmington Large-Cap Strategy Fund
Wilmington International Fund
Wilmington Real Asset Fund
Wilmington Diversified Income Fund
Wilmington Global Alpha Equities Fund
This Exhibit to the Multiple Class Plan (the Plan) is hereby adopted by the above-listed portfolios of the Trust (Funds) on whose behalf it is executed as of the date stated below.
1. |
Separate Arrangements |
Distribution Arrangements
Class I Shares are marketed to financial institutions directly or through a financial intermediary.
Channel/Target Customers
Class I Shares are designed for sale to financial institutions investing for their own account (including as a fiduciary) or their individual customers accounts.
Sales Load
None.
Rule 12b-1 Plan And Services
None.
Shareholder Services Plan And Services
Class I Shares may bear for shareholder services provided, a maximum shareholder service fee of 0.25% of the average daily net asset value of the Class I Shares. All or any portion of this fee may be waived by the shareholder servicing agent from time to time.
Minimum Investments
The minimum initial investment in Class I Shares is $100,000. Subsequent investments must be in amounts of at least $25. The minimum account balance is $10,000.
The minimum initial and subsequent investment amounts may be waived or lowered from time to time.
15
Voting Rights
Each Class I Share gives the shareholder one vote in Trustee elections and other matters submitted to shareholders for the entire Trust for vote. All shares of each portfolio or class in the Funds have equal voting rights, except that only shares of a particular portfolio or class are entitled to vote in matters affecting that portfolio or class.
2. |
Expense Allocation |
Distribution Fees
No Distribution Fees are allocated to Class I Shares.
Shareholder Service Fees
Shareholder Service Fees are allocated equally among the Class I Shares of each Fund.
3. |
Conversion Features |
Class I Shares are not convertible into shares of any other class.
4. |
Exchange Features |
Class I Shares of any portfolio may be exchanged for Class I Shares of other Funds of the Trust pursuant to the conditions described in the appropriate prospectus.
IN WITNESS WHEREOF, this Class Exhibit has been executed on behalf of the above-listed portfolios of the Trust by their duly-authorized officer as of the date set forth below.
Wilmington Funds | ||
By: | /s/ Michael D. Daniels | |
Name: Michael D. Daniels | ||
Title: Vice President | ||
Date: November 16, 2007 |
By: | /s/ Michael D. Daniels | |
Name: Michael D. Daniels | ||
Title: Vice President | ||
Date: June 22, 2012 |
By: | /s/ Michael D. Daniels | |
Name: Michael D. Daniels | ||
Title: Vice President | ||
Date: November 30, 2012 |
By: | /s/ Michael D. Daniels | |
Name: Michael D. Daniels | ||
Title: Vice President | ||
Date: September 12, 2013 |
By: | /s/ Michael D. Daniels | |
Name: Michael D. Daniels | ||
Title: Vice President | ||
Date: September 18, 2014 |
By: | /s/ John C. McDonnell | |
Name: John C. McDonnell | ||
Title: Vice President | ||
Date: July 19, 2019 |
16
Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, on June 22, 2012, to reflect: (i) the conversion of the six classes of MTB Money Market Fund shares into four new MTB Money Market Fund share classes, effective January 20, 2012; (ii) the reorganization of four series of the MTB Group of Funds into four other series of the MTB Group of Funds; (iii) the reorganization of twelve portfolios of WT Mutual Fund, a Delaware statutory trust, into existing and newly formed series of the MTB Group of Funds; and (iv) the renaming of the MTB Group of Funds to Wilmington Funds and the renaming of individual Funds. Events (ii), (iii) and (iv) were effective March 9, 2012.
Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, effective as of November 30, 2012, to reflect the reorganization of the Wilmington Pennsylvania and Virginia Municipal Bond Funds into the Wilmington Municipal Bond Fund.
Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, as of September 12, 2013, to reflect the name change of the Wilmington Rock Maple Alternatives Fund to the Wilmington Multi-Manager Alternatives Fund.
Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, effective as of September 18, 2014, to reflect the liquidations of the Wilmington Large-Cap Value Fund and the Wilmington Large-Cap Growth Fund.
Amended with the approval of the Board of Trustees, including a majority of the Independent Trustees, effective July 19, 2019, to reflect: (i) the name change of the Wilmington Short-Term Corporate Bond Fund into the Wilmington Short-Term Bond Fund, effective January 30, 2015; (ii) the liquidation of both the Wilmington Maryland Municipal Bond Fund and the Wilmington Short Duration Government Bond Fund on February 2, 2015, which were reorganized into the Wilmington Municipal Bond Fund and Wilmington Short-Term Corporate Bond Fund (which had just been renamed the Wilmington Short-Term Bond Fund); (iii) the liquidation of the Wilmington Small-Cap Growth Fund on July 20, 2015; (iv) the liquidation of the Wilmington Small-Cap Strategy Fund and the Wilmington Mid-Cap Growth Fund on August 3, 2015; (v) the name change of the Wilmington Multi-Manager Alternatives Fund to the Wilmington Global Alpha Equities Fund effective as of January 31, 2017; (vi) the liquidation of the Wilmington Strategic Allocation Aggressive Fund and the Wilmington Strategic Allocation Conservative Fund on April 27, 2017; (vii) the name change of the Wilmington Strategic Allocation Moderate Fund into the Wilmington Diversified Income Fund, effective August 31, 2017; and (viii) the revision of the minimum investment in Class I shares from $1,000,000 to $100,000, which became effective on May 1, 2019.
17
EXHIBIT G to the Multiple Class Plan
WILMINGTON FUNDS (formerly the MTB Group of Funds)
CLASS C SHARES
Wilmington Small-Cap Growth Fund
Note: Class C Shares were converted to Class A Shares effective April 12, 2013. See Exhibit E to Multiple Class Plan.
18
EXHIBIT H to the Multiple Class Plan
WILMINGTON FUNDS (formerly the MTB Group of Funds)
CLASS C SHARES
Wilmington Intermediate-Term Bond Fund
Wilmington Short-Term Corporate Bond Fund
Wilmington Short Duration Government Bond Fund
Note: Class C Shares were converted to Class A Shares effective April 12, 2013. See Exhibit E to Multiple Class Plan.
19
EXHIBIT I to the Multiple Class Plan
WILMINGTON FUNDS (formerly the MTB Group of Funds)
CLASS S SHARES
MTB Money Market Fund
MTB U.S. Treasury Money Market Fund
Note: Class S Shares were converted to Service Class Shares effective January 20, 2012. See Exhibit A to Multiple Class Plan.
20
EXHIBIT J to the Multiple Class Plan
WILMINGTON FUNDS (formerly the MTB Group of Funds)
CLASS B SHARES
Note: Class B shares eliminated through conversion to Class A/A2 shares effective March 31, 2011. See Exhibit L to the Multiple Class Plan, which will refer you to Exhibit A of the Multiple Class Plan.
21
EXHIBIT K to the Multiple Class Plan
WILMINGTON FUNDS (formerly the MTB Group of Funds)
CORPORATE SHARES (formerly, Institutional Shares)
MTB Prime Money Market Fund
Note: Corporate Class Shares were converted to Select Class Shares effective January 20, 2012. See Exhibit B to Multiple Class Plan.
22
EXHIBIT L to the Multiple Class Plan
WILMINGTON FUNDS (formerly the MTB Group of Funds)
CLASS A2 SHARES (formerly Institutional Shares)
MTB Money Market Fund
Note: Class A2 Shares were converted to Service Class Shares effective January 20, 2012. See Exhibit A to Multiple Class Plan.
23
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints the Secretary and Assistant Secretary of Wilmington Funds and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution for them and in his name, place and stead, in any and all capacities, to sign any and all documents to be filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, the Securities Exchange Act of 1934 and the Investment Company Act of 1940, by means of the Securities and Exchange Commissions electronic disclosure system known as EDGAR; and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to sign and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
SIGNATURES |
TITLE |
DATE |
||
/s/ Dominick DEramo Dominick DEramo |
President and Trustee |
November 1, 2018 |
Policy
PIMCOs Code of Ethics sets out standards of conduct to help you avoid potential conflicts of interest that may arise from your actions and your personal securities transactions.
All employees must read and understand the Code.
Effective Date: May 2009
Last Revision: April 2019
PIMCOs Code of Ethics (Code) contains the rules that govern your conduct and personal trading. These rules are summarized below. Please see the Code* for more details.
YOU HAVE THE FOLLOWING FUNDAMENTAL RESPONSIBILITIES:
|
You have a duty to place the interests of Clients first |
|
You must avoid any actual or potential conflict of interest |
|
You must not take inappropriate advantage of your position at PIMCO |
|
You must comply with all applicable Securities and Commodities Laws |
You must pre-clear and receive approval for your Personal Securities Transactions, unless an exemption is available. A Personal Securities Transaction is a very broad concept and includes transactions in Securities, Derivatives, currencies for investment purposes and commodities for investment purposes, but does not include direct transactions in Cryptocurrencies. Make sure you know whether your trade is covered by this Code by checking the definitions found in Appendix I. You are encouraged to consult with a Compliance Officer if you have any question as to the status of a particular instrument under the Code.
You can pre-clear and receive approval for your trade by the following two-step process:
Step 1: To pre-clear a trade, you must input the details of the proposed trade into the Compliance Portal system (accessible through the PIMCO Intranet) and follow the instructions.
Step 2: You will receive notification as to whether your proposed trade is approved or denied. If your proposed trade is approved, the approval is valid for the day on which the approval was granted and the following business day, unless you are notified differently by a Compliance Officer. If you do not execute your transaction within the required timeframe or if the information in your request changes, you must repeat the pre-clearance process prior to undertaking the transaction.
|
Generally, certain types of transactions, such as purchases or sales of government securities, open-end mutual funds, and interval funds, do not require pre-clearance and approval. See Sections III.C.2. and III.C.3. of the Code for specific guidance.
However Portfolio Persons are subject to more restrictive pre-clearance requirements that are specifically provided in Section III.C.2.a.
BLACK-OUT PERIODS FOR PORTFOLIO PERSONS:
|
Purchases or sales prior to, and including, seven calendar days before a Client trade in the same Security, Derivative, commodity or currency Financial Instrument or any Related Financial Instrument (each as defined in Appendix I) |
|
Purchases or sales within three calendar days following a Client trade in the same Financial Instrument or any Related Financial Instrument |
PROVISIONS THAT MAY RESTRICT YOUR PERSONAL SECURITIES TRANSACTIONS:
|
When there are pending client orders in the same Financial Instrument or a Related Financial Instrument |
|
Initial public offerings (with certain exemptions for fixed income and other securities) |
|
Private Placements and hedge funds |
|
Investments in Allianz SE |
|
Black-out periods in closed-end funds advised or sub-advised by PIMCO |
* |
Capitalized terms are defined in Appendix I. |
CODE OF ETHICS | APRIL 2019 2
|
Securities on PIMCOs Trade Restricted Securities List |
|
Section 16 holding periods |
The Code has other requirements that may restrict your personal securities transactions in addition to those summarized above. Please review the entire Code. Remember that you can be sanctioned for failing to comply with the Code. If you have any questions, please ask a Compliance Officer.
PIMCO CODE OF ETHICS
I. |
INTRODUCTION |
This Code of Ethics (this Code) sets out standards of conduct to help PIMCOs directors, officers and employees (each, an Employee and collectively, the Employees)1 avoid potential conflicts that may arise from their actions and their Personal Securities Transactions. You must read and understand this Code.2 A Compliance Officer is the person responsible for administering this Code and can assist you with any questions.
II. |
YOUR FUNDAMENTAL RESPONSIBILITIES |
PIMCO insists on a culture that promotes honesty and high ethical standards. This Code is intended to assist Employees in meeting the high ethical standards PIMCO follows in conducting its business. The following general fiduciary principles must govern your activities:
|
You have a duty to place the interests of Clients first |
|
You must avoid any actual or potential conflict of interest |
|
You must not take inappropriate advantage of your position at PIMCO |
|
You must comply with all applicable Securities and Commodities Laws |
If you violate this Code or its associated policies and procedures PIMCO may impose disciplinary action against you, including full or partial disgorgement of profits, a reduction in discretionary compensation, censure, demotion, suspension or dismissal, or any other sanction or remedial action required or permitted by law, rule or regulation.
III. |
PERSONAL INVESTMENTS |
A. |
In General |
In general, when making personal investments you must exercise extreme care to ensure that you do not violate this Code and your fiduciary duties. You may not take inappropriate advantage of your position at PIMCO in connection with your personal investments. This Code covers the personal investments of all Employees and their Immediate Family Members (e.g., persons sharing the same household as the Employee). Therefore, you and your Immediate Family Members must conduct all your personal investments consistent with this Code.
B. |
Disgorging Short-Term Trading Profits (30 Calendar Day Rule) |
PIMCO discourages its employees from engaging short-term trading strategies for their own accounts. Any excessive or inappropriate trading that, in PIMCOs view, interferes with job performance, or compromises the duty that PIMCO owes to its Clients, will not be tolerated. Employees must always conduct their personal trading activities lawfully, properly and responsibly.
1 |
PIMCOs supervised persons also include certain employees of PIMCO Investments, PIMCOs affiliated broker-dealer. Additionally, employees of certain non-U.S. affiliates of PIMCO are known as Associated Persons. Associated Persons are subject to the respective Code of Ethics of the affiliate with whom they are employed. |
2 |
Capitalized terms are defined in Appendix I. |
CODE OF ETHICS | APRIL 2019 3
Except as noted below, PIMCO employees shall disgorge any gains that result from executing a transaction in a Financial Instrument that requires pre-clearance under the Code (as provided in Section III.C.) and then affirmatively executing an opposite way transaction (buying and then selling at a higher price, or selling and then buying at a lower price) in the same Financial Instrument within 30 calendar days. This applies across all brokerage accounts.
For purposes of the 30 calendar day calculation, the date of the transaction is considered day one. Please note, profits are calculated differently under this rule than they would be for tax purposes. Also, it is important to know that transaction costs and potential tax liabilities will NOT be offset against the amount that must be surrendered under this rule.3
Profits from such trades must be disgorged in a manner acceptable to a Compliance Officer. Any disgorgement amount shall be calculated by the Compliance Officer or their designee(s), the calculation of which shall be binding.
Note, an option transaction containing an initial expiration date within the 30 calendar days, as described above, of purchase or sale is considered to be a short-term trading strategy and is subject to the 30 Calendar Day Rule.
The following transactions are excluded from the 30 Calendar Day Rule:
1. |
Transactions that are exempt from the pre-clearance and approval requirement as provided in Sections III.C.2. and III.C.3. of the Code (i.e., Exempt Reportable Transactions and Exempt Transactions as defined below). For purposes of this exclusion, although Portfolio Persons must observe the pre-clearance requirements specified in Section II.C.2.a., Portfolio Persons transactions in direct obligations of the U.S. Government, or any other national government are excluded from the 30 Calendar Day Rule. |
2. |
Transactions that roll forward options or Futures; that is, the simultaneous closing and opening of options or Futures solely in order to extend the expiration or maturity of the initial position to the month immediately following such expiration or maturity, but that otherwise maintains the economic features (e.g., size and strike price) of the position (when a transaction is rolled forward the transaction date for purposes of calculating compliance with the 30 Calendar Day Rule will be the date of the initial purchase and not the date of the roll forward transaction). |
Note: Notwithstanding the exclusion from the 30 Calendar Day Rule, transactions that roll forward options or Futures positions are still subject to the applicable pre-clearance requirements of the Code.
3. |
Transactions in cash-equivalent ETFs provided permission is obtained from Compliance in advance. |
4. |
Transactions in which the gains to be disgorged pursuant to the 30 Calendar Day Rule amount to less than $25. |
Prior to transacting, all Employees must represent in their pre-clearance request that the transaction is not in contravention of the 30 Calendar Day Rule.
|
3 |
For example, if a purchase is considered to be made on day one, calendar day 31 is the first day a sale of the same Financial Instrument may be made without having to disgorge any gains (assuming there were no additional purchases of the same Financial Instrument during that time period). You may sell the same Financial Instrument at a loss within 30 calendar days (subject to pre-clearance approval, where applicable). |
CODE OF ETHICS | APRIL 2019 4
C. |
Pre-clearance and Approval of Personal Securities Transactions |
You must pre-clear and receive prior approval for all your Personal Securities Transactions unless your Personal Securities Transaction is subject to an exemption under this Code.
The Pre-clearance and Approval Process described below applies to all Employees and their Immediate Family Members.
1. |
Pre-clearance and Approval Process |
Pre-clearance and approval of Personal Securities Transactions helps PIMCO prevent certain investments that may conflict with Client trading activities. Except as provided in Sections III.C.2. and III.C.3. below, you must pre-clear and receive prior approval for all Personal Securities Transactions by following the two-step pre-clearance and approval process:4
The Pre-clearance and Approval Process is a two-step process:
Step 1: To pre-clear a trade, you must input the details of the proposed trade into the Compliance Portal system (accessible through the PIMCO Intranet) and follow the instructions. See Sections III.C.2. and III.C.3. for certain transactions that do not require pre-clearance and approval.
Step 2: You will receive notification as to whether your proposed trade is approved or denied. If your proposed trade is approved, the approval is valid for the day on which the approval was granted and the following business day, unless you are notified differently by a Compliance Officer. If you do not execute your transaction within the required timeframe or if the information in your pre-clearance request changes, you must repeat the pre-clearance process prior to undertaking the transaction.
Note: If you place a Good-until-Canceled (GTC) or Limit Order and the order is not fully executed or filled by the end of the following business day (midnight local time), you must repeat the pre-clearance process.
|
2. |
Transactions Excluded from the Pre-clearance and Approval Requirement (but still subject to the Reporting Requirements) |
Except as otherwise provided below, you are not required to pre-clear and receive prior approval for the following Personal Securities Transactions, although you are still responsible for complying with the reporting requirements of Section V. of this Code for these transactions (each, an Exempt Reportable Transaction):
a. |
Purchases5 or sales of direct obligations of the U.S. Government or any other national government, however, if you are a Portfolio Person, as defined in the Code, you are required to pre-clear and receive prior approval for purchases and sales of direct obligations of the U.S. Government or any other national government except as set forth in Section III.C.3.f. below; |
b. |
The acquisition or disposition of a Financial Instrument as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to such holders of a class of Financial Instrument or, with respect to Financial Instruments except Futures, assignment or call pursuant to an options contract; |
c. |
Transactions in open-end mutual funds or interval funds (including those held through a variable insurance product account) managed or sub-advised by PIMCO or an Allianz affiliated entity (i.e., |
4 |
Personal Real Estate Investment Transactions (as defined in Appendix II) that constitute Private Placements are Personal Securities Transactions that are subject to, and must be pre-cleared and receive prior approval in accordance with this Section III.C of the Code. |
5 |
See Section III.C.3.f. for certain additional exemptions. |
CODE OF ETHICS | APRIL 2019 5
funds managed or sub-advised by PIMCO or an Allianz affiliated entity must be reported but do not need to be pre-cleared). Similarly, direct investments in open-end mutual funds or interval funds managed or sub-advised by PIMCO or an Allianz affiliated entity that are held within a qualified tuition program sponsored by a state, state agency or educational institution and authorized by Internal Revenue Code Section 529 (also known as a 529 Plan) must be reported but do not need to be pre-cleared. Further, investments in an Allianz 529 Plan must also be reported, even if such account does not hold PIMCO or Allianz affiliated funds. The Compliance department has access to information on your holdings in PIMCO private funds and open-end mutual funds in your PIMCO/Allianz 401(k). However, your PCRA, deferred compensation plans, Fund Invest and Allianz Employee Stock Purchase Plan must be reported to Compliance; |
d. |
Transactions in any Non-Discretionary Account (i) over which neither you nor an Immediate Family Member exercises investment discretion; (ii) have no notice of specific transactions prior to execution; or (iii) otherwise have no direct or indirect influence or control. You must still report the account, including the name of any broker, dealer or bank with which you have an account. You must contact the Compliance Officer if you have this type of account; |
e. |
Transactions pursuant to an Automatic Investment Plan, including the Allianz Employee Stock Purchase Plan, except that any transaction overriding the Automatic Investment Plans predetermined schedule and allocation must be pre-cleared and approved. Notwithstanding the foregoing, an employee may make adjustments to the future percentage investment allocations in the Allianz employee stock purchase plan without pre-clearance. |
f. |
Transactions in accounts held on automated asset allocation platforms over which neither you nor an Immediate Family Member exercises any investment discretion, including with respect to the Financial Instruments involved in such transactions and the allocation percentages utilized within the asset allocation platform. You must contact the Compliance Officer if you have this type of account. |
It is important to remember that transactions in Closed-End Funds and ETFs are subject to the pre-clearance and blackout period requirements.
|
3. |
Transactions Excluded from the Pre-clearance and Approval Requirement and Reporting Requirements |
All Personal Securities Transactions by Employees must be reported under the Code with a few limited exceptions set forth below. The following Personal Securities Transactions are exempt from the reporting requirements provided in Section V. of the Code (each, an Exempt Transaction):
a. |
Purchases or sales of bank certificates of deposit (CDs), bankers acceptances, commercial paper and other high quality short-term debt instruments (with a maturity of less than one year), including repurchase agreements; |
b. |
Purchases which are made by reinvesting dividends (cash or in-kind) on a Financial Instrument including reinvestments pursuant to an Automatic Investment Plan; |
c. |
Purchases/sales of physical currencies or physical commodities not for investment purposes;6 |
d. |
Purchases or sales of open-end mutual funds or interval funds (including those held through a variable insurance product direct account or a 529 Plan account) that are not managed or sub-advised by PIMCO or an Allianz affiliated entity (i.e., openend mutual funds and interval funds are not required to be reported unless the fund is managed or sub-advised by PIMCO or an Allianz affiliated entity). Transactions in such unaffiliated open-end funds and interval funds do not need to be pre-cleared; |
6 |
For the avoidance of doubt, direct purchases/sales of Cryptocurrencies are not Personal Securities Transactions (as defined in Appendix I) and thus are not subject to the pre-clearance and reporting requirements. However, Derivatives on Cryptocurrencies are Personal Securities Transactions and are subject to the pre-clearance and reporting requirements. |
CODE OF ETHICS | APRIL 2019 6
e. |
Purchases or sales of unit investment trusts that are invested exclusively in one or more open-end mutual funds that are not advised or sub-advised by PIMCO or an Allianz affiliated entity; and |
f. |
Purchases of direct obligations of the U.S. Government where such transactions are effected via non-competitive bid through the U.S. Department of the Treasurys TreasuryDirect system. |
D. |
Additional Requirements Applicable to Portfolio Persons |
If you are a Portfolio Person7 with respect to a Client transaction, you are subject to the blackout periods listed below. Note that transactions that do not require pre-clearance under Sections III.C.2. and III.C.3. of the Code are not subject to these blackout periods. Regardless of whether you are required to pre-clear your trade, you must not take inappropriate advantage of your position as a Portfolio Person in violation of the Code.
1. |
Purchases and sales prior to, and including, seven calendar days prior to a Client trade |
A Portfolio Person may not transact in a Financial Instrument prior to, and including, seven calendar days before transacting in the same Financial Instrument or a Related Financial Instrument for a Client. Similarly, a Portfolio Person may not transact in a Financial Instrument prior to, and including, seven calendar days if the Portfolio Person knows of another Portfolio Persons intention to transact in the same Financial Instrument for a Client. Thus, if you personally transact within seven calendar days (inclusive) of a Client trade in the same or Related Financial Instrument, your personal securities transaction will be considered a violation of the Code of Ethics unless the client trade was directed by someone else without your knowledge or you obtain prior approval from Compliance.
Specific conditions for research analysts
A research analyst may not transact in the same Financial Instrument, any other Financial Instrument issued by the same issuer or a Related Financial Instrument that such research analyst is analyzing for a Client (whether such analysis was requested by another person or was undertaken on the research analysts own initiative). Such prohibition remains in effect until the research analyst is notified in writing that the Financial Instrument has been selected or rejected for purchase or sale for a Client account or until the research analyst obtains permission to transact in the same Financial Instrument, any other Financial Instrument issued by the same issuer or a Related Financial Instrument from a senior supervisor and a Compliance Officer.
2. |
Purchases and sales within three calendar days following a Client trade |
A Portfolio Person may not transact in a Financial Instrument within three calendar days after (i) transacting in the same Financial Instrument or a Related Financial Instrument for a Client; or (ii) a Clients transaction in the same Financial Instrument or a Related Financial Instrument if the Portfolio Person knows that another Portfolio Person has transacted in such Financial Instrument or a Related Financial Instrument for a Client.
3. |
Specific provisions for Real Estate Portfolio Persons with respect to PIMCO advised private funds that invest in real estate8 |
7 |
See Appendix I for the definition of Portfolio Person. Generally, a Portfolio Person with respect to a Client trade includes the generalist portfolio manager for the Client account, the specialist portfolio manager or trading assistant with respect to the transactions in that account attributable to that specialist or trading assistant, any research analyst that played a role in researching or recommending a particular Financial Instrument, and members of portfolio risk management. |
8 |
For purposes of this clause 3 and Appendix II, the term Financial Instrument as it applies to Personal Securities Transactions of Portfolio Persons shall include Real Estate Investment Transactions. |
CODE OF ETHICS | APRIL 2019 7
Real Estate Portfolio Persons must report Personal Real Estate Investment Transactions9 and pre-clear and receive prior approval of certain Personal Real Estate Investment Transactions.
Please refer to Appendix II for a discussion of the pre-clearance and reporting requirements for Personal Real Estate Investment Transactions.
Please note that Personal Real Estate Investment Transactions that constitute Private Placements are Personal Securities Transactions and must be pre-cleared and receive prior approval in accordance with Section III.C of the Code.
Prior to transacting, Portfolio Persons must represent in their pre-clearance request that they are not aware of any pending trades or proposed trades in the next seven calendar days in the same Financial Instrument or a Related Financial Instrument for any Client. Please consider the timing of your personal trades carefully.
|
E. |
Provisions that May Restrict Your Trading |
If your Personal Securities Transaction falls within one of the following categories, it will generally be denied by the Compliance Officer. It is your responsibility to initially determine if any of the following categories apply to your situation or transaction:
1. |
Pending Orders |
If the gross aggregate market value exposure of your transaction in the Financial Instrument requiring pre-clearance over a 30 calendar day period across all your Personal Brokerage Accounts exceeds $25,000 and (i) the Financial Instrument or a Related Financial Instrument has been purchased or sold by a Client on that day; or (ii) there is a pending Client order in the Financial Instrument or a Related Financial Instrument then you CANNOT trade the Financial Instrument or any Related Financial Instrument on the same day and your pre-clearance request will be denied. This prohibition is in addition to any other requirements or prohibitions in this Code that may be applicable (e.g., under III.D. Additional Requirements Applicable to Portfolio Persons).
As a general matter, transactions up to $250,000 per day in common stock publicly issued by an issuer, and options thereon, included in the Standard & Poors 500 Index (S&P 500® Index) will be permitted (subject to any other applicable requirements of the Code, such as the pre-clearance and blackout period requirements). Note, with respect to an option transaction, exposure is measured by the underlying notional value of the option.
Transactions that roll forward Futures contracts or Options on Futures contracts may be approved. Such a roll forward is considered to be the simultaneous closing and opening of Futures or Options on Futures solely to extend the expiration or maturity of the previous position to the next available contract period immediately following such expiration or maturity, but that otherwise maintains the same economic features (e.g., size and strike price) of the position.
2. |
Initial Public Offerings, Private Placements and Investments in Hedge Funds |
As a general matter, you should expect that most pre-clearance requests involving initial public offerings (except for fixed-income, preferred, business development companies, registered investment companies, commodity pools and convertible securities offerings) will be denied. If your proposed transaction is an initial public offering, a private placement, or an investment in a hedge fund, the Compliance Officer will determine whether the investment opportunity should be reserved for Clients.
9 |
See Appendix II for definition of Real Estate Portfolio Person and Personal Real Estate Investment Transactions. |
CODE OF ETHICS | APRIL 2019 8
3. |
Allianz SE Investments |
You may not trade in shares of Allianz SE during any designated blackout period. In general, the trading windows end six weeks prior to the release of Allianz SE annual financial statements and two weeks prior to the release of Allianz SE quarterly results. This restriction applies to the exercise of cash-settled options or any kind of rights granted under compensation or incentive programs that completely or in part refer to Allianz SE. Allianz SE blackout dates are communicated to employees and are posted on the employee trading center. A list of such blackout periods is accessible through the PIMCO Intranet.
4. |
Blackout Period in any Closed End Fund Advised or Sub-Advised by PIMCO |
You may not trade any closed end fund advised or sub-advised by PIMCO during a designated blackout period. A list of such blackout periods is accessible through the PIMCO Intranet.
5. |
Trade Restricted Securities List |
The Legal and Compliance department maintains and periodically updates the Trade Restricted Securities List that contains certain securities that may not be traded by Employees. The Trade Restricted Securities List is not distributed to employees, but requests to purchase or sell any security on the Trade Restricted Securities List will be denied.
6. |
Section 16 Holding Periods |
If you are a reporting person under Section 16 of the Securities Exchange Act of 1934, with respect to any closed end fund advised or sub-advised by PIMCO, you are subject to a six month holding period and you must make certain filings with the SEC. It is your responsibility to determine if you are subject to Section 16 requirements and to arrange for appropriate filings. Please consult a Compliance Officer for more information.
F. |
Excessive Trading and Market Timing of Mutual Fund Shares. |
The issue of excessive trading and market timing by mutual fund shareholders is serious and not unique to PIMCO. You are subject to the terms and restrictions of an open-end mutual funds prospectus, including restrictions such fund may impose on excessive trading. You may not engage in trading of shares of an open-end mutual fund that is inconsistent with the prospectus of that fund.
G. |
Your Actions are Subject to Review by a Compliance Officer and Your Supervisor |
The Compliance Officer may undertake such investigation as he or she considers necessary to determine if your proposed trade complies with this Code, including post-trade monitoring. The Compliance Officer may impose measures intended to avoid potential conflicts of interest or to address any trading that requires additional scrutiny.
In addition to the Compliance Officer, your supervisor may, unless restricted by relevant regulations, review your personal trading activity on a periodic or more frequent basis. This individual will work with the Compliance Officer on any such reviews.
H. |
Consequences for Violations of this Code |
1. |
If determined appropriate by the General Counsel or Compliance Officer you may be subject to remedial actions (a) if you violate this Code; or (b) to protect the integrity and reputation of PIMCO even in the absence of a proven violation. Such remedial actions may include, but are not limited to, full or partial disgorgement of the profits you earned on an investment transaction, a reduction in discretionary performance compensation, censure, demotion, suspension or dismissal, or any other sanction or remedial action required or permitted by law, rule or regulation. As part of any remedial action, you may be required to reverse an investment transaction and forfeit any profit or to absorb any loss from the transaction. |
2. |
PIMCOs General Counsel or Compliance Officer shall have the authority to determine whether you have violated this Code and, if so, to impose, in consultation with an employees supervisor and other relevant |
CODE OF ETHICS | APRIL 2019 9
parties, the remedial actions they consider appropriate or required by law, rule or regulation. In making their determination, the General Counsel or Compliance Officer, in consultation with an employees supervisor and other relevant parties, may consider, among other factors, the gravity of your violation, the frequency of your violations, whether any violation caused harm or the potential of harm to a Client, your efforts to cooperate with their investigation, and your efforts to correct any conduct that led to a violation. |
IV. |
YOUR ONGOING OBLIGATIONS UNDER THIS CODE |
This Code imposes certain ongoing obligations on you. If you have any questions regarding these obligations please contact the Compliance Officer.
A. |
Insider Trading |
The fiduciary principles of this Code and Securities and Commodities Laws prohibit you from trading based on material, non-public information (MNPI) received from any source or communicating this information to others.10 If you believe you may have access to material, non-public information or are unsure about whether information is material or non-public, please consult a Compliance Officer and the PIMCO MNPI Policy. Any violation of PIMCOs MNPI Policy may result in penalties that could include termination of employment with PIMCO.
B. |
Compliance with Securities Laws |
You must comply with all applicable Securities and Commodities Laws.
C. |
Duty to Report Violations of this Code |
You are required to promptly report any violation of this Code of which you become aware, whether your own or another Employees. Reports of violations other than your own may be made anonymously and confidentially to the Compliance Officer.
D. |
Right to Communicate Directly with Governmental, Regulatory or Self-Regulatory Bodies |
This Code will not be interpreted or applied in any manner that would violate any PIMCO employees legal rights as an employee under applicable law. For example, nothing in this Code or Appendices attached hereto prohibits or in any way restricts any PIMCO employee from reporting possible violations of law or regulation to, otherwise communicating directly with, cooperating with or providing information to any governmental or regulatory body or any self-regulatory organization or making other disclosures that are protected under applicable law or regulations of the Securities and Exchange Commission or any other governmental or regulatory body or self-regulatory organization. A PIMCO employee does not need prior PIMCO authorization before taking any such action and a PIMCO employee is not required to inform PIMCO if he or she chooses to take such action.
V. |
YOUR REPORTING REQUIREMENTS |
A. |
On-Line Certification of Receipt and Quarterly Compliance Certification |
You will be required to certify your receipt of this Code. On a quarterly basis you must certify that any personal investments effected during the quarter were done in compliance with this Code. You will also be required to certify your ongoing compliance with this Code on a quarterly basis. Required certifications must be completed within 30 calendar days following the end of the quarter.
10 |
As described in Section III.C.2, purchases or sales of open-end mutual funds and interval funds managed or sub-advised by PIMCO are exempt from the pre-clearance and approval process; however, the insider trading prohibition described above applies to MNPI received with respect to an open-end mutual fund or interval fund advised or sub-advised by PIMCO or its affiliates. Non-public information regarding a mutual fund or interval fund is MNPI if such information could materially impact the funds net asset value. |
CODE OF ETHICS | APRIL 2019 10
B. |
Reports of Securities Holdings |
You and your Immediate Family Members must report all your Personal Brokerage Accounts and all transactions in your Personal Brokerage Accounts unless the transaction is an Exempt Transaction. You must agree to allow your broker-dealer to provide the Compliance Officer with electronic reports of your Personal Brokerage Accounts and transactions and to allow the Compliance department to access all Personal Brokerage Account information. You will also be required to certify that you have reported all of your Personal Brokerage Accounts to the Compliance Officer on a quarterly basis. Required certifications must be completed within 30 calendar days following the end of the quarter.
1. |
Approved Brokers |
You and your Immediate Family Members must maintain your Personal Brokerage Accounts with an Approved Broker. The list of Approved Brokers is accessible through the PIMCO Intranet.
If you maintain a Personal Brokerage Account at a broker-dealer other than at an Approved Broker, you will need to close those accounts or transfer them to an Approved Broker within a specified period of time, unless otherwise granted an exemption by a Compliance Officer. Upon opening a Personal Brokerage Account at an Approved Broker, Employees are required to disclose the Personal Brokerage Account to the Compliance Officer. By maintaining your Personal Brokerage Account with one or more of the Approved Brokers, you and your Immediate Family Members quarterly and annual trade summaries will be sent directly to the Compliance department for review.
2. |
Initial Holdings Report |
Within ten calendar days of becoming an Employee, you must submit to the Compliance Officer an Initial Report of Personal Brokerage Accounts and all holdings in securities except Exempt Transactions. Please contact the Compliance Officer if you have not already completed this Initial Report of Personal Brokerage Accounts.
3. |
Quarterly and Annual Holdings Report |
If you maintain Personal Brokerage Accounts with broker-dealers who are not on the list of Approved Brokers, please contact the Compliance Officer to arrange for providing quarterly and annual reports.
4. |
Changes in Your Immediate Family Members |
You must promptly notify a Compliance Officer of any change to your Immediate Family Members (e.g., as a result of a marriage, divorce, legal separation, death, adoption, movement from your household or change in dependence status) that may affect the Personal Brokerage Accounts for which you have reporting or other responsibilities.
VI. |
COMPLIANCE DEPARTMENT RESPONSIBILITIES |
A. |
Authority to Grant Waivers of the Requirements of this Code |
The Compliance Officer, in consultation with PIMCOs General Counsel, has the authority to exempt any Employee or any personal investment transaction from any or all of the provisions of this Code if the Compliance Officer determines that such exemption would not be against the interests of any Client and is consistent with applicable laws and regulations, including Rule 204A-1 under the Advisers Act and Rule 17j-1 under the Investment Company Act. The Compliance Officer will prepare and file a written memorandum of any exemption granted, describing the circumstances and reasons for the exemption.
CODE OF ETHICS | APRIL 2019 11
B. |
Annual Report to Boards of Funds that PIMCO Advises or Sub-Advises |
PIMCO will furnish a written report annually to the directors or trustees of each fund that PIMCO advises or sub-advises. Each report will describe any issues arising under this Code, or under procedures implemented by PIMCO to prevent violations of this Code, since PIMCOs last report, including, but not limited to, information about material violations of this Code, procedures and sanctions imposed in response to such material violations, and certify that PIMCO has adopted procedures reasonably necessary to prevent its Employees from violating this Code.
C. |
Maintenance of Records |
The Compliance Officer will keep all records maintained at PIMCOs primary office for at least two years and will otherwise keep in an easily accessible place for at least five years from the end of either the fiscal year in which the document was created or the last fiscal year during which the document was effective or in force, whichever is later. Such records include: copies of this Code and any amendments hereto, all Personal Brokerage Account statements and reports of Employees, a list of all Employees and persons responsible for reviewing Employees reports, copies of all pre-clearance forms, records of violations and actions taken as a result of violations, and acknowledgments, certifications and other memoranda relating to the administration of this Code.
VII. |
ACTIVITIES OUTSIDE OF PIMCO |
A. |
Approval of Activities Outside of PIMCO |
1. |
You may not engage in full-time or part-time service as an officer, director, partner, manager, member, proprietor, principal, consultant or employee of any Business Organization or Non-Profit Organization other than PIMCO, PIMCO Investments, the PIMCO Foundation, PIMCO Partners, or a fund for which PIMCO is an adviser (whether or not that business organization is publicly traded) unless you have received the prior written approval from PIMCOs General Counsel or other designated person. |
2. |
Without prior written approval, you may not provide financial advice (e.g., through service on a finance or investment committee) to a private, educational or charitable organization (other than a trust or foundation established by you or an Immediate Family Member) or enter into any agreement to be employed or to accept compensation in any form (e.g., in the form of commissions, salary, fees, bonuses, shares or contingent compensation) from any person or entity other than PIMCO or one of its affiliates. |
3. |
Certain non-compensated positions in which you would serve in a decision-making capacity (such as on a board of directors for a charity or Non-Profit Organization) must also have been reviewed or approved by PIMCOs General Counsel or other designated person. |
4. |
PIMCOs General Counsel or other designated person may approve such an outside activity if he or she determines that your service or activities outside of PIMCO would not be inconsistent with the interests of PIMCO and its Clients. Other factors that may be considered include any remuneration received or proposed to be received as part of the activity, whether the activity or expected time spent is consistent with your duties to PIMCO and its Clients, and any other factors deemed relevant. PIMCOs General Counsel or other designated person may also stipulate that approval of your participation in the outside activity is subject to specified conditions. Requests to serve on the board of a publicly traded entity will generally be denied. |
CODE OF ETHICS | APRIL 2019 12
5. |
Regardless of the outcome of PIMCOs review of your participation in any proposed outside activity, you may not, directly or indirectly, publicly suggest, claim or imply that PIMCO is associated with or in any way approves the activity. |
VIII. |
TEMPORARY EMPLOYEES |
Temporary Employees that are classified as Contingent Workforce are considered Employees for purposes of this Code. The Compliance Officer may exempt such persons from any requirement hereunder if the Compliance Officer determines that such exemption would not have a material adverse effect on any Client account.
CODE OF ETHICS | APRIL 2019 13
APPENDIX I
Glossary
The following definitions apply to the capitalized terms used in this Code:
Approved Broker means a broker-dealer approved by the Compliance Officer. The list of Approved Brokers for each PIMCO location is accessible through the PIMCO Intranet or can be obtained from the Compliance Officer.
Associated Persons means an employee of PIMCO LLCs non-U.S. affiliates. Associated Persons are subject to the respective Code of Ethics of the non-U.S. affiliate with whom they are employed, which are, in relevant part, substantially the same as this Code. Associated Persons are subject to the oversight and supervision of PIMCO LLC.
Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.
Beneficial Interest means when a person has or shares direct or indirect pecuniary interest in accounts or in reportable Financial Instruments. Pecuniary interest means that a person has the ability to profit, directly or indirectly, or share in any profit from a transaction. Indirect pecuniary interest extends to, unless specifically excepted by a Compliance Officer, an interest in a Financial Instrument held by: (1) a joint account to which you are a party; (2) a partnership in which you are a general partner; (3) a partnership in which you or an Immediate Family Member holds a controlling interest and with respect to which Financial Instrument you or an Immediate Family Member has investment discretion; (4) a limited liability company in which you are a managing member; (5) a limited liability company in which you or an Immediate Family Member holds a controlling interest and with respect to which Financial Instrument you or an Immediate Family Member has investment discretion; (6) a trust in which you or an Immediate Family Member has a vested interest or serves as a trustee with investment discretion; (7) a closely-held corporation in which you or an Immediate Family Member holds a controlling interest and with respect to which Financial Instrument you or an Immediate Family Member has investment discretion; or (8) any account (including retirement, pension, deferred compensation or similar account) in which you or an Immediate Family has a substantial economic interest.
Business Organization means an entity formed for the purpose of carrying on a commercial enterprise and/or to achieve certain commercial goals. It may take the form a sole proprietorship, partnership, limited liability company, corporation or other structure.
Client means any person or entity to which PIMCO provides investment advisory services.
Contingent Workforce means individuals subject to provisional work agreements which may include temporary contract workers, independent contractors or independent consultants.
Cryptocurrency means any virtual or digital representation of value, token or other asset in which encryption techniques are used to regulate the generation of such assets and to verify the transfer of assets, which is not a Security or otherwise characterized as a security under the relevant law.
Derivative means (1) any Futures (as defined below); and (2) a forward contract, a swap, a cap, a collar, a floor and an over-the-counter option (other than an option on a foreign currency, an option on a basket of currencies, an option on a Security or an option on an index of Securities, which are included in the definition of Security). Questions regarding whether a particular instrument or transaction is a Derivative for purposes of this policy should be directed to the Compliance Officer or his or her designee. For avoidance of doubt, a derivative on a Cryptocurrency is considered to be a Derivative for purposes of the Code.
Financial Instrument means a Security, Derivative, commodity or currency as investment, but does not include Cryptocurrencies. For the avoidance of doubt, futures contracts on Cryptocurrencies are Financial Instruments for purposes of the Code.
CODE OF ETHICS | APRIL 2019 14
Futures means a futures contract and an option on a futures contract traded on a U.S. or non-U.S. board of trade, such as the Chicago Board of Trade or the London International Financial Futures Exchange.
Immediate Family Member of an Employee means: (1) any of the following persons sharing the same household with the Employee (which does not include temporary house guests): a persons child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, legal guardian, adoptive relative, or domestic partner; (2) any person sharing the same household with the Employee (which does not include temporary house guests)that holds an account in which the Employee is a joint owner or listed as a beneficiary; or (3) any person sharing the same household with the Employee in which the Employee contributes to the maintenance of the household and material financial support of such person.
Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.
Non-Discretionary Account means any account managed or held by a broker dealer, futures commission merchant, or trustee as to which neither the Employee nor an Immediate Family Member: (1) exercises investment discretion; (2) receives notice of specific transactions prior to execution; or (3) has direct or indirect influence or control over the account.
Non-Profit Organization means an organization (generally tax-exempt) that serves the public interest. In general, the purpose of this type of organization must be charitable, educational, scientific, religious or literary. A nonprofit organization is often dedicated to furthering a particular social cause or advocating for a particular point of view.
Personal Brokerage Account means (1) any account (including any custody account, safekeeping account, retirement account such as an IRA or 401(k) plan, and any account maintained by an entity that may act as a broker or principal) in which an Employee has any direct or indirect Beneficial Interest, including Personal Brokerage Accounts and trusts for the benefit of such persons; and (2) any account maintained for a financial dependent. Thus, the term Personal Brokerage Accounts also includes, among others:
(i) |
Trusts for which the Employee acts as trustee, executor or custodian; |
(ii) |
Accounts of or for the benefit of a person who receives financial support from the Employee; |
(iii) |
Accounts of or for the benefit of an Immediate Family Member; and |
(iv) |
Accounts in which the Employee is a joint owner or has trading authority. |
For the avoidance of doubt, the term Personal Brokerage Account does not include: (1) an account on the U.S. Department of the Treasurys TreasuryDirect system, so long as the securities purchased through and/or held in such account may only be, or were, purchased through a non-competitive bid process; or (2) any account with direct holdings of Cryptocurrencies. For avoidance of doubt, an account that holds Derivatives on Cryptocurrencies would constitute a Personal Brokerage Account for purposes of the Code, and is subject to the requirements of Section V.B above.
Personal Securities Transaction means transactions in Securities, Derivatives, currencies for investment purposes and commodities for investment purposes, but does not include direct transactions in a Cryptocurrency. For the avoidance of doubt, Personal Securities Transaction includes Derivatives on a Cryptocurrency.
PIMCO means Pacific Investment Management Company LLC.
PIMCO Investments means PIMCO Investments LLC.
CODE OF ETHICS | APRIL 2019 15
Portfolio Person means an Employee, including a portfolio manager with respect to an account, who: (1) provides information or advice with respect to the purchase or sale of a Financial Instrument, such as a research analyst; or (2) helps execute a portfolio managers investment decisions. Members of Portfolio Risk Management are also considered to be Portfolio Persons. Generally, a Portfolio Person with respect to a Client trade includes the generalist portfolio manager for the Client, the specialist portfolio manager or trading assistant with respect to the transactions in that account attributable to that specialist or trading assistant, and any research analyst that played a role in researching or recommending a particular Financial Instrument.
Private Placement means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or pursuant to SEC Rules 504, 505 or 506 under the Securities Act of 1933, including hedge funds or private equity funds or similar laws of non-U.S. jurisdictions.
Related Financial Instrument means any Derivative directly tied to the same underlying Financial Instrument, including, but not limited to, any swap, option or warrant to purchase or sell that same underlying Financial Instrument, and any Derivative convertible into or exchangeable for that same underlying Financial Instrument. For example, the purchase and exercise of an option to acquire a Security is subject to the same restrictions that would apply to the purchase of the Security itself.
Securities and Commodities Laws means the securities and/or commodities laws of any jurisdiction applicable to any Employee, including for any employee located in the U.S. or employed by PIMCO, the following laws: Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the U.S. Securities and Exchange Commission under any of these statutes, the Bank Secrecy Act as it applies to funds, broker-dealers and investment advisers, and any rules adopted thereunder by the U.S. Securities and Exchange Commission or the U.S. Department of the Treasury, the Commodity Exchange Act, any rules adopted by the U.S. Commodity Futures Trading Commission under this statute, and applicable rules adopted by the National Futures Association.
Security means any note, stock, security future, security-based swap, bond, debenture, evidence of indebtedness, certificate of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or in general, any interest of instrument commonly known as a security, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.
Compliance Portal means PIMCOs proprietary employee trading pre-clearance system.
CODE OF ETHICS | APRIL 2019 16
APPENDIX II
PIMCO-advised private funds and accounts make investments in real estate.
Real Estate Portfolio Persons must generally pre-clear and receive prior approval from the Compliance Officer for Personal Real Estate Investment Transactions like other Personal Securities Transactions.
Real Estate Portfolio Person means a Portfolio Person, or any other Employee designated by a Compliance Officer, with respect to PIMCO advised private funds that executes Real Estate Investment Transactions.
Real Estate Investment Transactions means transactions involving real estate (such as, without limitation, purchases, sales, financings or other forms of investments in office, multifamily, retail, commercial, industrial or hospitality properties or interest in real estate services or service providers), either directly or through investments in funds (other than registered investment companies or publicly traded Securities that are otherwise subject to the Code of Ethics), joint ventures, partnerships, limited liability companies, mortgage or mezzanine loans or other Securities (other than publicly traded Securities that are otherwise subject to the Code of Ethics).
Personal Real Estate Investment Transactions means Real Estate Investment Transactions for investment purposes.
Indirect investments (e.g., real estate funds or partnerships) may also be subject to pre-clearance as Private Placements under the Code of Ethics. Like other types of personal investments, you are required to report Personal Real Estate Investment Transactions on a quarterly basis.
Notwithstanding the above:
|
Transactions involving residential properties owned for personal use (such as a primary residence or a vacation home), as well as loans, advances or gifts to Immediate Family Members to assist in their purchase or maintenance of such properties, are not subject to pre-clearance or the reporting requirements. |
|
Transactions involving one- to four-unit residential properties purchased for investment purposes are not subject to pre-clearance, so long as such transaction would not (i) constitute a Security (e.g., an interest in an entity of which you are not the general partner, managing member or equivalent), or (ii) violate any of your responsibilities under the Code of Ethics. Such transactions are subject to the reporting requirements, however. |
Trades of Securities or instruments that are identified by a ticker, CUSIP, ISIN or Sedol must be pre-cleared using Compliance Portal (accessible through the PIMCO Intranet).
The Code of Ethics requires you to avoid conflicts of interest related to personal investments, including Personal Real Estate Investment Transactions. You are expected to avoid any investment, interest or association which interferes or might interfere with your independent exercise of judgment in the best interest of PIMCO and its Clients, including funds advised by PIMCO. Disclosure of personal or other circumstances constituting a conflict of interest should be reported to the Compliance Officer.
CODE OF ETHICS | APRIL 2019 17
CODE OF ETHICS
PARAMETRIC PORTFOLIO ASSOCIATES LLC
October 15, 2018
Table of Contents
I. | Overview | 3 | ||||||||||
II. | Standards of Business Conduct | 3 | ||||||||||
III. | Personal Securities Transactions Policy and Procedures | 5 | ||||||||||
A. | Definitions | 5 | ||||||||||
B. | Applicability of the Policy | 8 | ||||||||||
1. | Who is Covered | 8 | ||||||||||
2. | What Accounts are Covered | 8 | ||||||||||
C. | Rules Applicable to All Access Persons | 9 | ||||||||||
1. | Use of a Designated Broker | 9 | ||||||||||
2. | Prohibited Practices | 9 | ||||||||||
3. | Preclearance Requirements | 10 | ||||||||||
4. | Exempt Transactions | 11 | ||||||||||
5. | Restricted Transactions | 12 | ||||||||||
6. | Reporting Requirements | 13 | ||||||||||
7. | Managed Accounts | 14 | ||||||||||
D. | Additional Rules Applicable to Seattle Investment Personnel | 15 | ||||||||||
1. | Requirement to Pre-Notify CCO of Personal Securities Transactions | 15 | ||||||||||
2. | Blackout Periods and Restricted Securities Lists | 15 | ||||||||||
E. | Administration | 15 | ||||||||||
1. | Maintenance of List of Access Persons | 15 | ||||||||||
2. | Review of Securities Reports | 15 | ||||||||||
3. | Certifications by Access Persons | 15 | ||||||||||
4. | Reports to Management and Trustees of Registered Investment Company Clients | 16 | ||||||||||
5. | Recordkeeping Requirements | 16 | ||||||||||
6. | Confidentiality | 16 | ||||||||||
F. | Violations and Sanctions | 16 |
Parametric Code of Ethics October 15, 2018 |
2 | Page |
I. Overview
Parametric Portfolio Associates LLC (Parametric) is an investment adviser registered with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940. Parametric has adopted this written Code of Ethics (this Code) in accordance with Rule 204A-1 under the Investment Advisers Act and Rule 17j-1 under the Investment Company Act.
All Parametric directors, officers, employees and interns are considered to be Access Persons of Parametric and are subject to this Code. In addition, any supervised person, such as a consultant, contractor or temporary employee who has access to nonpublic information regarding the purchase or sale of securities in Parametric client portfolios or is involved in making securities recommendations, is considered an Access Person and is subject to this Code.
II. Standards of Business Conduct
Parametric is committed to setting the highest ethical standards with regard to the business conduct of its employees and Access Persons1. Parametric has adopted the following standards to promote an environment committed to ethical and professional excellence. By adhering to these standards and this Code, you will enable Parametric to develop and maintain the valued trust and confidence of its Clients and prospective clients.
As an Access Person of Parametric subject to this Code, you are expected to comply with the following standards of business conduct:
|
You must comply with all applicable laws and regulations, including federal securities laws; |
|
You must comply with the fiduciary obligations outlined below; and |
|
You must comply with this Code. |
You have a duty to promptly report any violation or apparent violation of this Code to the CCO or a member of Parametrics Compliance department (Compliance). This duty exists whether the violation or apparent violation is yours or that of another person subject to this Code. Retaliation against individuals who report violations or apparent violations of this Code in good faith is not permitted. Violators of this Code are subject to sanctions.
Nothing in this Code restricts or prohibits you from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including without limitation, the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the U.S. Commodities Futures Trading Commission, the Financial Industry Regulatory Authority, the Occupational Safety and Health Administration, the U.S. Congress, any other federal, state or local governmental agency or commission, and any agency Inspector General (collectively, the Regulators), or from making other disclosures that are protected under the whistleblower provisions of federal, state or local law or regulation. This Code does not limit your right to receive an award from any Regulator that provides awards for information relating to a potential violation of law. You do not need prior authorization to engage in conduct
1 |
Capitalized terms in this section are defined in section III.ADefinitions. |
Parametric Code of Ethics October 15, 2018 |
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protected by this paragraph, and do not need to notify the CCO that you have engaged in such conduct. You recognize and agree that, in connection with any such activity outlined above, you must inform the Regulators, your attorney, a court or a government official that the information you are providing is confidential. Despite the foregoing, you are not permitted to reveal to any third-party, including any governmental, law enforcement, or regulatory authority, information you came to learn during the course of your employment that is protected from disclosure by any applicable privilege, including but not limited to the attorney-client privilege and/or attorney work product doctrine. Parametric and its affiliates do not waive any applicable privileges or the right to continue to protect privileged attorney-client information, attorney work product, and other privileged information.
Please take notice that federal law provides criminal and civil immunity from federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.
Fiduciary Obligations
You have a duty to act in utmost good faith with respect to each Client, and to provide full and fair disclosure of all material facts, particularly where the interests of Parametric may be in conflict with those of a Client. Parametric has a duty to deal fairly and act in the best interests of its Clients at all times. The following fiduciary principles govern your activities and the interpretation/administration of these rules:
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The interests of Clients must be placed first at all times. |
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All of your personal Securities Transactions must be conducted consistent with the rules contained in this Code and in such manner as to avoid any actual or potential conflict of interest or any abuse of your position of trust and responsibility. |
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You should never use your position with Parametric, or information acquired through your employment, in your personal trading in a manner that may create a conflictor the appearance of a conflictbetween your personal interests and the interests of Parametric or its Clients. If such a conflict or potential conflict arises, you must report it immediately to the CCO. |
In connection with providing investment advisory services to Clients, this includes avoiding any activity which directly or indirectly:
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defrauds a Client in any manner; |
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misleads a Client, including any statement that omits material facts; |
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operates or would operate as a fraud or deceit on a Client; |
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functions as a manipulative practice with respect to a Client; and |
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functions as a manipulative practice with respect to securities. |
These rules do not identify all possible conflicts of interest, and literal compliance with each of the specific provisions of this Code will not shield you from liability for personal trading or other conduct that is designed to circumvent its restrictions or violates a fiduciary duty to Clients.
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III. Personal Securities Transactions Policy and Procedures
A. |
Definitions |
Access Person includes (i) all directors, officers, employees and interns of Parametric; and (ii) any supervised person, such as a consultant, contractor and temporary employee, who has access to nonpublic information regarding the purchase or sale of securities in Client portfolios or is involved in making securities recommendations, as determined at the discretion of the CCO. Employees of Eaton Vance located in a Parametric office are also considered Access Persons under this Code.
Affiliated Fund includes each investment company registered under the Investment Company Act of 1940 for which Parametric acts as the investment adviser or sub-adviser. Parametrics list of Affiliated Funds is maintained in StarCompliance. Please consult StarCompliance for the most current list of Affiliated Funds.
Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.
Beneficial Interest with respect to Securities or a Securities Account generally means an interest where you or a member of your Immediate Family, directly or indirectly, (i) have investment discretion or the ability (including joint ability or discretion) to purchase or sell Securities or direct the disposition of Securities; (ii) have voting power over Securities, or the right to direct the voting of Securities; or (iii) have a direct or indirect financial interest in Securities (or other benefit substantially equivalent to ownership of
Securities). For purposes of this Code, beneficial ownership shall be interpreted in the same manner as it would be under Section 16 of the Securities and Exchange Act, as amended, and the rules and regulations thereunder.
CCO means the Chief Compliance Officer of Parametric or another person designated to perform the functions of the Chief Compliance Officer under various provisions of this Code.
Client is any person or entity to which Parametric provides investment advisory services.
Closed-End Fund means any fund with a fixed number of shares and which does not issue and redeem shares on a continuous basis. While Closed-End Funds are often listed and trade on stock exchanges, they are not Exchange Traded Funds as defined below.
Control means with respect to (i) an entity, the power to exercise a controlling influence over the management or policies of the entity, unless such power is solely the result of an official position of such entity, (ii) an account, having investment discretion over the account, and (iii) an issuer (including an Affiliated Fund), a Beneficial Interest in more than 25% of the voting securities of the issuer.
Designated Broker means any one of the following broker-dealer firms that provide electronic data feeds to StarCompliance: Ameriprise Financial; Betterment; Charles Schwab; Citigroup; E*Trade; Edward Jones; Fidelity; Interactive Brokers; JP Morgan Chase; Merrill Lynch; Morgan Stanley; Raymond James; RBC Wealth Management; Stifel Financial; TD Ameritrade; UBS; USAA; Vanguard; and Wells Fargo. Additional broker-dealers may be added or removed from this list over time. The current list of Designated Brokers may be found in StarCompliance and on the Parametric Intranet.
Exchange Traded Fund is a registered open-end investment company or unit investment trust that can be traded on an exchange throughout the day like a stock. Examples of Exchange Traded Funds include SPDR S&P 500 ETF (ticker: SPY), iShares MSCI Emerging Markets ETF (ticker: EEM), and PowerShares QQQ (ticker: QQQ).
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Exchange Traded Note is a debt security traded on a national securities exchange that is not an investment company registered under the Investment Company Act of 1940. Examples of Exchange Traded Notes include SPDR Gold Shares (ticker: GLD) or iShares Silver Trust (ticker: SLV), grantor trusts, or exchange-traded limited partnerships.
Immediate Family of any person includes his or her spouse, domestic partner, children and relatives living in his or her primary residence, excluding temporary house guests.
Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities and Exchange Act of 1934. As used in this Code, the term Initial Public Offering shall also mean a one-time offering of stock to the public by the issuer of such stock which is not an initial public offering.
Managed Account is an investment account in which you and your Immediate Family have no investment discretion or direct or indirect influence or control. No direct or indirect influence or control exists over an account where, for example, (a) you or your Immediate Family member is a grantor or beneficiary of a trust managed by a third-party trustee and he or she has limited involvement in trust affairs, or (b) the third-party manager (or other financial intermediary) acting as a third-party manager has discretionary investment authority over the account. However, direct or indirect influence or control will be deemed to exist where you or your Immediate Family member has discussions with the trustee or third-party manager that go beyond a summary, description or explanation of account positioning and/or activity. For example, any of the following actions by you or your Immediate Family member would qualify as direct or indirect influence or control over the account: (i) suggesting purchases or sales of investments to the trustee or third-party manager; (ii) directing the purchase or sale of Securities; or (iii) consulting with the trustee or third-party manager as to the purchase or sale of investments to be made in the account (including situations where the trustee or third-party manager requests input and/or permission from you or your Immediate Family member before entering into a transaction). Managed Accounts must be approved as such by the CCO (see section III.C.7Managed Accounts).
Mid/Large Cap Issuer is an issuer of Securities with an equity market capitalization of $3 billion or more.
Mutual Fund means open-end investment company registered under the Investment Company Act of 1940 (and does not include closed-end investment companies). For the avoidance of doubt, Exchange Traded Funds and Closed-End Funds are not considered to be Mutual Funds under this Code.
Private Placement means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(5) or pursuant to Rule 504, Rule 505 or Rule 506 under the Securities Act of 1933. A Private Placement thus includes any offer to you to purchase any securities, whether stock, debt securities, or partnership interests from any entity, unless those securities are registered under the Securities Act of 1933 or the Investment Company Act of 1940 (that is, are publicly offered/publicly traded securities).
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Seattle Investment Personnel includes all employees in the Portfolio Management, Trading and Research departments in Parametrics Seattle office. Seattle office employees in other departments who may have access to pre-execution model portfolio transaction information may also be deemed Seattle Investment Personnel by the CCO for purposes of this Code. All Seattle Investment Personnel will be notified of such designation by the CCO.
Securities shall include anything that is considered a security as defined in Section 2(a)(36) of the Investment Company Act of 1940, including most kinds of investment instruments, including:
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Stocks & bonds |
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Shares of Exchange Traded Funds |
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Shares of Closed-End Funds |
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Shares of Affiliated Funds |
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Exchange Traded Notes |
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Options on securities, on indexes and on currencies |
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Investments in all kinds of limited partnerships |
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Investments in unit investment trusts |
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Investments in real estate investment trusts (REITs) |
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Investments in private investment funds, hedge funds, private equity funds and venture capital funds |
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Units and shares of non-U.S. unit trusts and non-U.S. funds |
For purposes of this Code, the term Securities does not include:
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Direct obligations of the U.S. government |
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Money-market instruments, including bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt obligations, including repurchase agreements |
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Shares of money-market funds |
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Shares of Mutual Funds, other than shares of Affiliated Funds |
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Units of a unit investment trust, if the investment trust is invested exclusively in unaffiliated Mutual Funds (e.g., variable insurance products) |
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Currencies and currency forwards |
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Physical commodities |
Securities Account means, with respect to any Access Person, an account with a broker, dealer or bank in which Securities are held and traded and the Access Person or a member of his or her Immediate Family has a Beneficial Interest and/or Control.
Securities Transaction means a transaction (whether a purchase, sale or other type of acquisition or disposition, including a gift) in a Security in which the Access Person or a member of his or her Immediate Family has or acquires a Beneficial Interest and/or Control.
Small Cap Issuer is an issuer of Securities with an equity market capitalization of less than $3 billion.
StarCompliance shall mean the online application utilized by Compliance for administering the Code of Ethics and monitoring personal securities trading by Access Persons.
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B. |
Applicability of the Policy |
1. |
Who is Covered |
This Policy applies to all Access Persons of Parametric and covers not only your personal Securities Transactions, but also those of your Immediate Family.
2. |
What Accounts are Covered |
Unless the CCO determines otherwise based on your specific facts and circumstances, this Policy applies to Securities Transactions and holdings in: (i) all accounts in which you or members of your Immediate Family have a direct or indirect Beneficial Interest; and (ii) all accounts that are directly or indirectly under your Control or the Control of a member of your Immediate Family.
Accounts that are generally covered by this Policy are referred to hereafter as Securities Accounts and include accounts that are:
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in your name; |
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in the name of a member of your Immediate Family; |
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of a partnership in which you or a member of your Immediate Family have a Beneficial Interest, or are a partner with direct or indirect investment discretion; |
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a trust of which you or a member of your Immediate Family are a beneficiary and/or a trustee with direct or indirect investment discretion (on a sole or joint basis); |
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of a closely held corporation, limited liability company or similar legal entity in which you or a member of your Immediate Family are a Controlling shareholder and have direct or indirect investment discretion over Securities held by such entity; |
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an account or trust holding Securities where you or a member of your Immediate Family have sole or shared investment discretion, or are otherwise deemed to have Control over the account; and |
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Schwab One brokerage accounts established for you upon hire for the purpose of receiving Eaton Vance Corp. equity award shares and/or Eaton Vance Employee Stock Purchase Plan shares. |
Accounts that are not covered by this Policy include:
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Accounts that may only hold Mutual Funds, other than Affiliated Funds; |
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Qualified tuition program accounts established pursuant to Section 529 of the Internal Revenue Code of 1986 (529 Plans); and |
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Eaton Vance Employee Retirement Plan accounts. |
C. |
Rules Applicable to All Access Persons2 |
The following rules will be enforced for all Access Persons unless otherwise individually exempted or pre-approved in writing by the CCO.
1. |
Use of a Designated Broker |
All Securities Accounts must be maintained with a Designated Broker, unless:
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the account is a Managed Account and has been approved as such by the CCO; |
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Reminder: When this Policy refers to you or your transactions, it includes your Immediate Family and Securities Accounts in which you and/or they have a direct or indirect Beneficial Interest. |
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the account is subject to a code of ethics or similar policy applicable to a member of your Immediate Family requiring an account be held at an entity other than a Designated Broker, in which case you must provide Securities Transactions and holdings information for such account to Compliance no less than quarterly and within 30 calendar days after the end of each calendar quarter; or |
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you are located in Parametrics Australia office, in which case you must provide Securities Transactions and holdings information for each Securities Account to Compliance no less than quarterly and within 30 calendar days after the end of each calendar quarter. |
You must initiate movement of all pre-established Securities Accounts to a Designated Broker within 30 calendar days after your employment date or the date you become an Access Person.3
2. |
Prohibited Practices |
You are prohibited from engaging in the following transactions and practices.
a) |
Insider Trading |
You are prohibited from purchasing or selling any security, either personally or for a Client, while in possession of material, non-public information concerning the security or its issuer. Please refer to Parametrics Insider Trading Policy.
b) |
Front Running |
Front Running is the practice of effecting the purchase or sale of a Security for personal benefit based on the knowledge of one or more impending Client transaction(s) in the same or equivalent Security. (Example: A Portfolio Manager mentions that Parametric is selling all of its holdings of Company X and you know that the large trade will negatively affect the stock, so you put in a personal order to sell your shares of Company X before the Parametric order is sent to the market.)
c) |
Market Manipulation |
Transactions intended to raise, lower or maintain the price of any security or to create a false appearance of active trading are prohibited.
d) |
Derivatives and Options Trading |
Derivatives transactions, including options, futures and swaps, are prohibited.
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Additional brokers, dealers or banks may be considered. You may maintain an existing account you established with a broker, dealer or bank that is not a Designated Broker if you were an Access Person of Parametric prior to January 1, 2013 and the account was established with such broker, dealer or bank prior to January 1, 2013. |
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e) |
Short-Term Trading |
You may not sell a Security until at least 60 calendar days after the most recent purchase trade date of the same or equivalent Security. You may not repurchase a Security until at least 60 calendar days after the most recent sale trade date of the same or equivalent Security. You may not trade partial positions or use FIFO principles to enter into or trade out of positions of the same Security. (NOTE: Exempt Transactions below are not subject to this prohibition.)
f) |
Investment Clubs |
You may not be a member of an investment club that trades in and owns Securities in which members have an interest. Such an investment club is regarded by this Code as your personal account, and it is usually impracticable for you to comply with the rules of this Code with respect to that investment club.
g) |
Public Company Ownership Limit |
You may not own more than 0.5% of the outstanding shares of any one public company without written approval from the CCO.
3. |
Preclearance Requirements |
You are prohibited from engaging in the following transactions without written pre-approval as indicated. Preclearance requests for the following transactions must be submitted via StarCompliance, unless specified otherwise.
a) |
Eaton Vance Corp. Securities |
You must preclear all transactions in publicly-traded Securities issued by Eaton Vance Corp. (EVC) with the Treasury Department of EVC, except that you do not have to preclear (i) purchases pursuant to the EVC Employee Stock Purchase Plan or to the exercise of any EVC stock option agreement, (ii) bona fide gifts of such EVC Securities that you may receive, or (iii) automatic, non-voluntary transactions involving such EVC Securities, such as stock dividends, stock splits, or automatic dividend reinvestments, or certain non-voluntary transactions initiated by a broker, dealer or bank with respect to such EVC Securities deposited in a margin account. Once obtained, approval is valid only for the day on which it is granted. (NOTE: The purchase or sale of publicly traded options on EVC Securities is prohibited.)
There are times when transactions in EVC Securities are routinely prohibited, such as prior to releases of EVC earnings information. You will normally be notified of these blackout periods, during which time trading in EVC Securities is prohibited.
To request preapproval before buying or selling (or gifting) EVC Securities, you must complete the EVC Personal Securities Transaction Pre-Approval Request Form, which can be found in StarCompliance and on the Parametric Intranet, and send it to the Eaton Vance Treasury department for approval (evstockapproval@eatonvance.com).
Failure to preclear transactions in EVC Securities may result in the imposition of a fine to be donated to an acceptable charitable organization, as well as additional sanctions as outlined below in the section III.FViolations and Sanctions.
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b) |
Initial Public Offerings |
You may not purchase or otherwise acquire any Security in an Initial Public Offering, except with prior written approval from the CCO. Requests to purchase Securities in an Initial Public Offering will generally be denied by the CCO. Approval may be granted only in rare cases that involve extraordinary circumstances. Accordingly, Parametric discourages such applications. You may be given approval to purchase a Security in an Initial Public Offering, for example, pursuant to the exercise of rights you have as an existing bank depositor or insurance policyholder to acquire the Security in connection with the banks conversion from mutual or cooperative form to stock form, or the insurance companys conversion from mutual to stock form.
c) |
Private Placements |
You may not purchase or otherwise acquire any Security in a Private Placement, except with prior written approval from the CCO. (Note that a Private Placement includes virtually any Security that is not a publicly traded/listed Security.) Such approval will only be granted where you establish that there is no conflict or appearance of conflict with any Client or other possible impropriety (such as where the Security in the Private Placement is appropriate for purchase by a Client, or when your participation in the Private Placement is suggested by a person who has a business relationship with Parametric or its affiliates or expects to establish such a relationship). Examples where approval may be granted, subject to the particular facts and circumstances, are a personal investment in a private fund or limited partnership in which you would have no involvement in making recommendations or decisions, or your investment in a closely held corporation or partnership started by a family member or friend.
4. |
Exempt Transactions |
The following transactions are exempt from sections III.C.5Restricted Transactions and III.C.6Reporting Requirements and the Short-Term Trading prohibition of this Code, unless noted otherwise:
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The purchase of Securities effected pursuant to an Automatic Investment Plan (the sale of Securities acquired under an automated investment plan is exempt from the Short-Term Trading prohibition but is subject to all other rules herein); |
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Transactions effected by exercise of rights issued to the holders of a class of Securities pro rata, to the extent they are issued with respect to Securities of which you have Beneficial Interest; |
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Acquisitions or dispositions of Securities as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to all holders of a class of Securities of which you have Beneficial Interest; |
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Purchases or sales of Securities issued in qualified tuition programs established pursuant to Section 529 of the Internal Revenue Code; |
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Transactions that are non-volitional by the Access Person or his/her Immediate Family, including purchases or sales of Securities in which such Access Person has no advance knowledge of the transaction (e.g., the required liquidation of a Security when rolling over a 401(k) plan); |
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Transactions effected in an approved Managed Account (note that there are reporting requirements and other restrictions related to Managed Accounts, as outlined below in section III.C.7Managed Accounts); and |
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The acquisition of Securities, such as stock grants and employee stock options, received as compensation from an employer or the purchase of stock through an employers stock purchase plan (ESPP). (NOTE: The sale of Securities received from an employer or purchased via an ESPP is exempt from the Short-Term Trading prohibition but is subject to all other provisions of this Code.) This provision does not apply to EVC Securities, which you are required to preclear. |
5. |
Restricted Transactions |
The following Securities Transactions are restricted as indicated, but do not require preclearance. These restrictions do not apply to Exempt Transactions of this Code, unless specified otherwise.
a) |
Daily Transaction Value Limits4 |
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For fixed income securities, you may purchase or sell up to $100,000 per day per issuer. |
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For Exchange Traded Notes, you may purchase or sell up to $100,000 per day per issuer. |
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For Exchange Traded Funds, you may purchase or sell up to $100,000 per day per Exchange Traded Fund. |
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For Closed-End Funds, you may purchase or sell up to $10,000 per day per Closed-End Fund. |
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For equities and REITs, you may purchase or sell up to $50,000 per day per Mid/Large Cap Issuer and up to $10,000 per day per Small Cap Issuer (as defined at time of transaction). |
b) |
Short Sales |
You may not sell short any Security, except that you may sell short a Security if you own at least the same amount of the Security you sell short (i.e., selling short against the box).
c) |
Same-Day Model Transactions |
You may not transact in a Security when you have actual knowledge that a same-day proprietary model and/or third-party investment manager model trade will occur in the same or equivalent Security and in the same direction (i.e., purchase or sale).
d) |
Blackout Periods and Restricted Securities |
At the discretion of the CCO, you may from time to time be temporarily restricted from transacting in certain Securities. You would be notified of any such temporary restriction in writing by the CCO.
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The daily transaction value limits are based on your local currency and apply across all of your reportable Securities Accounts. |
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e) |
Trade Orders |
All Securities trade orders must be same-day orders. Securities trade orders that are open for longer than one trading day (i.e., good-till-cancelled (GTC) and other carry-over orders) are prohibited.
6. |
Reporting Requirements |
a) |
Initial Holdings Report |
Within 10 calendar days of your employment date and/or initial designation as an Access Person, you must submit to Compliance a report of your Securities holdings, including the title, type, exchange ticker or CUSIP number (if applicable), number of shares and principal amount of each Security held as of a date not more than 45 calendar days before you became an Access Person. Your report must also include the name of any broker, dealer or bank with whom you maintain an account for trading or holding any type of Securities, whether stocks, bonds, funds, or other types and the date on which you submit the report to Compliance. The Initial Holdings Report is administered and submitted in StarCompliance.
b) |
Annual Holdings Report |
Within 30 calendar days after each calendar year end, you must submit to Compliance a report of your Securities holdings, including the same Security information required for the Initial Holdings Report. The Annual Holdings Report is combined with the Q4 Transactions Report and is administered and submitted in StarCompliance.
c) |
Quarterly Transactions Report |
Within 30 calendar days after each calendar quarter end, you must submit to Compliance a report of your Securities Transactions during the prior calendar quarter, including the date of the transaction, the title, type, exchange ticker or CUSIP number (if applicable), the interest rate and maturity date (if applicable), and the number of shares and principal amount of each Security in the transaction, the nature of the transaction (whether a purchase, sale or other type of acquisition or disposition, including a gift), the price of the Security at which the transaction was effected, and the name of the broker, dealer or bank with whom the transaction was effected. The Quarterly Transactions Report is administered and submitted in StarCompliance.
d) |
New Accounts |
You must report new Securities Accounts to Compliance within 10 calendar days of establishing the account. You may do so by entering the account in StarCompliance or notifying Compliance in writing. You may not purchase or sell Securities in the new account until the electronic data feed for the account has been established in StarCompliance.
New Securities Accounts (not including Managed Accounts) of Access Persons registered with FINRA through Eaton Vance Distributors, Inc. (EVD) are automatically approved for purposes of FINRA Rule 3210, if they are established with a Designated Broker. Any exception, whereby an Access Person registered with FINRA maintains a Securities Account with a broker, dealer or bank other than a Designated Broker, requires written consent of the EVD Chief Compliance Officer or designee.
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7. |
Managed Accounts5 |
Managed Accounts must be approved as such in writing by the CCO. The CCOs approval of a Managed Account is contingent upon the provision of a signed letter from the broker, financial advisor, trustee or other control person other than you or your Immediate Family members (the Discretionary Manager) on the Discretionary Managers letterhead containing the following representations6:
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Neither you nor your Immediate Family members have investment discretion or direct or indirect influence or control over the account, and in particular you do not: |
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Direct or suggest the purchase or sale of securities to the Discretionary Manager; or |
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Consult with the Discretionary Manager as to the particular allocation of specific Securities investments to be made in the account (including situations where the Discretionary Manager requests input and/or permission from you or your Immediate Family member prior to transacting). |
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The relationship between the Discretionary Manager and you and your Immediate Family member is limited to a professional, client-adviser relationship (i.e., the Discretionary Manager is not a family member or close personal friend, and no Immediate Family member of yours is employed by the Discretionary Manager). |
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All transactions in EVC Securities will be precleared pursuant to this Code. |
You must also acknowledge the above representations in writing to the CCO and agree to immediately notify the CCO if any of the above representations are no longer accurate.
Securities Transactions in approved Managed Accounts are exempt from the Short-Term Trading prohibition and section III.C.5Restricted Transactions, but are still subject to section III.C.3 Preclearance Requirements (Initial Public Offerings, Private Placements and EVC securities transactions in approved Managed Accounts still require written preapproval). However, you must ensure the Discretionary Manager provides account holdings and transactions information to Compliance either electronically via StarCompliance, if possible, or via annual account statements within 30 calendar days after the end of the calendar year. Securities Transactions in Managed Accounts will be subject to review from time to time by the CCO to determine if any purchase or sale of a Security would have been prohibited pursuant to this Code, absent relying on the exemption provided herein.
Annually, within 30 calendar days of each calendar year end, you must re-certify in writing to the CCO the above representations regarding each Managed Account. Failure to do so will result in the account no longer qualifying as a Managed Account under this Code. The annual Managed Account certification is administered via StarCompliance.
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See section III.ADefinitions above. |
6 |
If the letter from the Discretionary Manager does not include all of the above representations above, the CCO may determine via other means at his or her discretion, including via a signed certification and acknowledgement from the employee, the account qualifies as a Managed Account. |
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NOTE: There is no exemption from preclearance for Initial Public Offerings or Private Placements, even when such transactions are effected through a Managed Account. You should ensure the Discretionary Manager of your Managed Account(s) is aware of this restriction.
D. |
Additional Rules Applicable to Seattle Investment Personnel7 |
1. |
Requirement to Pre-Notify CCO of Personal Securities Transactions |
Seattle Investment Personnel are required to pre-notify the CCO of intended personal Securities Transactions (including those of Immediate Family members) one business day prior to transacting via StarCompliance.
2. |
Blackout Periods and Restricted Securities Lists |
Seattle Investment Personnel may be temporarily restricted from all Personal Securities trading by the CCO during significant model portfolio rebalance and index reconstitution events. Seattle Investment Personnel may also be temporarily restricted from transacting in specific Securities during significant model portfolio rebalance or index reconstitution events as determined by the CCO. Seattle Investment Personnel will be notified of all such personal trading blackout periods and restricted securities lists in writing by the CCO.
E. |
Administration |
1. |
Maintenance of List of Access Persons |
Compliance shall maintain a current and complete list of all Access Persons of Parametric. In addition, Compliance shall ensure each Access Person is aware of their status as an Access Person and each Access Person receives a copy of this Code.
2. |
Review of Securities Reports |
Compliance shall ensure that all Initial and Annual Holdings Reports and Quarterly Transactions Reports are reviewed in accordance with this Code.
3. |
Certifications by Access Persons |
Each Access Person must certify at the time of hire or at the time he or she becomes an Access Person and annually thereafter (within the timeframe established by Compliance) that he or she has read and understood the Code of Ethics, as revised (if applicable), and has complied and will comply with its provisions. In addition, upon any material revision to the Code of Ethics, each Access Person must certify that he or she has read the Code, as revised, and understands and agrees to comply with its provisions.
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Seattle Investment Personnel is defined in section III.ADefinitions above. |
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4. |
Reports to Management and Trustees of Registered Investment Company Clients |
At least annually, the CCO shall submit to the Parametric Enterprise Management Committee (EMC) and upon request the Board of Trustees of Registered Investment Company Clients a written report that (i) describes any issues arising under this Code since the last report to the EMC and/or the Board, including information about material violations and the sanctions imposed in response to material violations, and (ii) certifies that Parametric has adopted procedures reasonably necessary to prevent Access Persons from violating this Code.
5. |
Recordkeeping Requirements |
Parametric shall maintain the following records at its principal place of business in an easily accessible place and make these records available to the Securities and Exchange Commission (SEC) or any presentative of the SEC at any time and from time to time for reasonable periodic, special or other examination:
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Copies of the Parametric Code of Ethics currently in effect and in effect at any time within the past five years; |
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A record of any violation of the Code of Ethics and of any action taken as a result of the violation, to be maintained for at least five years after the end of the fiscal year in which the violation occurred; |
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Copies of Access Persons Quarterly Transactions Reports and Initial and Annual Holdings Reports, to be maintained for at least five years after the end of the fiscal year in which the report is made or information provided; |
|
A record of any approval to acquire a Security in an Initial Public Offering or in a Private Placement with the reasons supporting the approval, for at least five years after the end of the fiscal year in which the approval is granted; |
|
A record of all Access Persons, currently and within the past five fiscal years, who are or were required to make reports referred to in section III.C.6Reporting Requirements; |
|
Copies of each certification referred to in paragraph 3 of this Administration section made by a person who currently is, or in the past five years was, subject to this Code, to be maintained for at least five years after the fiscal year in which the certification was made; and |
|
Copies of each report referred to in paragraph 4 of this Administration section above, to be maintained for at least five years after the end of the fiscal year in which it was made. |
6. |
Confidentiality |
All reports and other documents and information supplied by any Access Person in accordance with the requirements of this Code shall be treated as confidential, but are subject to review as provided herein by Compliance, by senior management of Parametric, representatives of the SEC, or otherwise as required by law, regulation, or court order.
F. |
Violations and Sanctions |
Any Access Person of Parametric who violates any provision of this Code may be subject to sanction, including, but not limited to, censure, a temporary or permanent ban on personal securities trading, disgorgement of any profit or taking of any loss, fines, consideration of such violation during the year-end performance and discretionary compensation review process, and suspension or termination of employment. Each sanction shall be approved by the CCO. In the event the CCO violates any provisions of this Code, the CEO shall recommend the sanction to be imposed for approval by the EMC and the CCO of Eaton Vance.
Parametric Code of Ethics October 15, 2018 |
16 | Page |
In adopting and approving this Code of Ethics, Parametric does not intend that a violation of this Code of Ethics necessarily is or should be considered to be a violation of Rule 204A-1 of the Investment Advisers Act or Rule 17j-1 under the Investment Company Act.
Parametric Code of Ethics October 15, 2018 |
17 | Page |
Code of Business Conduct
and
Code of Ethics
ALLIANZ GLOBAL INVESTORS U.S. HOLDINGS
and subsidiaries
ALLIANZ ASSET MANAGEMENT OF AMERICA
Effective: April 1, 2013. Amended December 12, 2016. Amended October 16, 2018.
Internal |
TABLE OF CONTENTS
I. |
GENERAL POLICY STATEMENT | |||||||||
A. | Compliance | 3 | ||||||||
B. | Certifications | 3 | ||||||||
II. |
CODE OF BUSINESS CONDUCT | |||||||||
A. | Fiduciary Duty of our Investment Advisers | 4 | ||||||||
B. | General Obligations of all Covered Persons | 4 | ||||||||
C. | Insider Trading Policies and Procedures | 5 | ||||||||
D. | Anti-Corruption | 12 | ||||||||
E. | Gifts and Business Entertainment Policy | 12 | ||||||||
F. | Charitable Contributions | 15 | ||||||||
G. | Political Contributions | 16 | ||||||||
H. | Outside Business Activities | 16 | ||||||||
I. | Service as Director of any Unaffiliated Organization | 17 | ||||||||
J. | Privacy | 17 | ||||||||
K. | Policy for Reporting Suspicious Activities and Concerns | 17 | ||||||||
III. |
CODE OF ETHICS | |||||||||
A. | Global Personal Account Dealing Policy | 20 |
2 | ||||
Internal |
I. GENERAL POLICY STATEMENT
The Code has been adopted by Allianz Asset Management of America L.P. (AAMA LP), Allianz Asset Management of America LLC (AAMA LLC), Allianz Global Investors U.S. Holdings LLC (AGI U.S. Holdings), Allianz Global Investors U.S. LLC (AGI U.S.), Allianz Global Investors Distributors LLC (AGID) and Allianz Capital Partners of America LLC (ACP) (each, a Company) and is applicable to all partners, officers, directors, and employees of the Company, interns and Temporary Employees (i.e., temp, consultant or contractor) (collectively, Covered Persons). The Code is based on the principle that in addition to the fiduciary obligations of the Company, you owe a fiduciary duty to the shareholders of the registered investment companies (the Funds), other clients for which the Company serves as an adviser or sub-adviser (the Advisory Clients), and customers of our broker-dealer (Customers and together with Funds and Advisory Clients, Clients). Accordingly, you must avoid activities, interests and relationships that could interfere or appear to interfere with making decisions in the best interests of Clients.
A. COMPLIANCE
Compliance with the Code is considered a basic condition of employment with the Company. We take this Code and your obligations under it very seriously. A failure to comply with the Code may constitute grounds for remedial actions, which may include, but are not limited to, a letter of caution, warning or censure, recertification of the Code, disgorgement of profits, suspension of trading privileges, termination of officer title, and/or suspension or termination of employment. Situations that are questionable may be resolved against your personal interests. Violations of this Code may also constitute violations of law, which could result in criminal or civil penalties for you and/or the Company.
In addition, the Federal Securities Laws1 require companies and individual supervisors to reasonably supervise Covered Persons with a view toward preventing violations of law and violations of a companys Code. As a result, all Covered Persons who have supervisory responsibility should endeavor to ensure that those individuals that they supervise, including Temporary Employees, are familiar with and remain in compliance with its requirements.
Further, Covered Persons must refrain from any intentional act or omission, which is illegal under applicable laws or regulations, and which may result in an actual or potential loss of Company assets or revenue or harm of reputation.
B. CERTIFICATIONS
Covered Persons are required to certify their receipt and understanding of and compliance with the Code within ten days of becoming a Covered Person. On an annual basis, all Covered Persons are required to re-certify their understanding of and compliance with the Code. You will be provided with timely notification of these certification requirements and directions on how to complete them by the Code of Ethics Office. Other reporting and certification requirements are set forth in the Gifts and Business Entertainment Policy, Political Contributions Policy, and Personal Securities Transactions Policy.
1 |
Including without limitation, the Investment Advisers Act of 1940, as amended (Advisers Act), the Investment Company Act of 1940, as amended (1940 Act), the Securities Act of 1933, as amended (Securities Act), the Securities Exchange Act of 1934, as amended (Exchange Act), the Sarbanes-Oxley Act of 2002, the Gramm-Leach-Bliley Act, the Dodd-Frank Act of 2010, any rules adopted by the Securities and Exchange Commission (SEC) and other regulatory bodies under these statutes, the U.S.A. Patriot Act and Bank Secrecy Act as it applies to mutual funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of Treasury. |
3 | ||||
Internal |
II. CODE OF BUSINESS CONDUCT
A. FIDUCIARY DUTY OF OUR INVESTMENT ADVISERS
Our investment advisers owe a fiduciary duty to the Clients for which they serve as an adviser or sub-adviser. Covered Persons of our investment advisers must avoid activities, interests, and relationships that could interfere or appear to interfere with our advisers fiduciary duties. Accordingly, at all times, Covered Persons must place the interests of Clients first and scrupulously avoid serving their own personal interests ahead of the interests of Clients. Covered Persons may not cause a Client to take action, or not to take action, for their personal benefit rather than for the benefit of the Client. For example, you would violate the Code if you caused a Client to purchase a Security2 you owned for the purpose of increasing the price of that Security. If you are an Investment Person3 of the Company, you would also violate this Code if you made a personal investment in a Security that might be an appropriate investment for a Client without first considering the Security as an investment for the Client. Investment opportunities of limited availability that are suitable for Clients also must be considered for purchase for such Clients before an Investment Person may personally trade in them. Such opportunities include, but are not limited to, investments in initial public offerings and private placements.
B. GENERAL OBLIGATIONS OF ALL COVERED PERSONS
At all times, Covered Persons must:
1. |
Conduct personal securities transactions in full compliance with the Code including the Insider Trading Policy and Personal Securities Transactions Policy. The Company encourages you and your family to develop personal investment programs. However, you must not take any action in connection with your personal investments that could cause even the appearance of unfairness or impropriety. |
2. |
Avoid taking inappropriate advantage of your position. The receipt of investment opportunities, gifts or gratuities from persons seeking business with the Company directly or on behalf of a Client of the Company could call into question the independence of your business judgment. In addition, information concerning the identity of security holdings and financial circumstances of a Client is confidential. You may not use personal or account information of any Client of the Company except as permitted by the Companys Privacy policies (See section III. J on Privacy). |
3. |
Comply with applicable Federal Securities Laws and regulations. You are not permitted to: (i) defraud a Client in any manner; (ii) mislead a Client, including making a statement that omits material facts; (iii) engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon a Client; (iv) engage in any manipulative practice with respect to a Client; (v) engage in any manipulative practices with respect to securities, including price manipulation; or (vi) otherwise violate applicable Federal Securities Laws and regulations. AGID Covered Persons and/or AGID Registered Representatives2 must also comply with applicable NASD/FINRA and MSRB rules and AGI U.S. Covered Persons must also comply with applicable Commodity Futures Trading Commission (CFTC) regulations. In the event that you are unsure of any such laws or regulations, consult your Legal Department. |
2 |
As defined in the Personal Securities Transactions Policy. |
4 | ||||
Internal |
A potential violation of the Code may result in remedial actions, which may include but are not limited to, a letter of caution, warning or censure, recertification of the Code, disgorgement of profits, suspension of trading privileges, termination of officer title, and/or suspension or termination of employment. Situations that are questionable may be resolved against your personal interests.
C. INSIDER TRADING POLICIES AND PROCEDURES
SECTION I. POLICY STATEMENT ON INSIDER TRADING
The Company forbids any of its partners, officers, directors, and employees, including interns and Temporary Employees (i.e., temp, consultant or contractor) (collectively, Covered Persons) from trading, either personally or on behalf of others (such as, the Clients), on the basis of material non-public information or communicating material non-public information to others in violation of the law. This conduct is frequently referred to as insider trading.
The law related to prohibitions on insider trading is based on the broad anti-fraud provisions of the Securities Act and the Exchange Act which were enacted after the United States market crash of 1929. The Exchange Act addressed insider trading directly through Section 16(b) and indirectly through Section 10(b).3
While the law concerning insider trading is not static, it is generally understood that the law prohibits:
(1) |
trading by an insider, while aware of material, non-public information; |
(2) |
trading by a non-insider, while aware of material, non-public information, where the information was disclosed to the non-insider in violation of an insiders duty to keep it confidential; or |
(3) |
communicating material, non-public information to others in breach of a duty of trust or confidence. |
Any questions regarding this policy statement and the related procedures set forth herein should be referred to your Companys Chief Compliance Officer or Chief Legal Officer, or to the AAMA LP General Counsel or AGI U.S. Holdings General Counsel.
Please note that Covered Persons are subject to other Company policies that prohibit or restrict the disclosure or use of material, non-public information regarding Clients and their investments, regardless of whether the disclosure or use gives rise to insider trading. For instance, the selective disclosure of portfolio holdings or related information regarding Clients to third parties is generally prohibited except in limited circumstances in accordance with applicable Company or Fund policies. In addition, the Affiliated Closed-End Funds4 have adopted policies under
3 |
Section 16(b) prohibits short-swing profits by corporate insiders in their own corporations stock, except in very limited circumstances. It applies only to directors or officers of the corporation and those holding greater than 10% of the stock and is designed to prevent insider trading by those most likely to be privy to important corporate information. Section 10(b) makes it unlawful for any person to use or employ in the connection with the purchase or sale of any security registered on a national securities exchange or any security not so registered, any manipulative or deceptive device or in contravention of such rules and regulations as the SEC may prescribe. |
4 |
Closed-end funds that are advised or sub-advised by AllianzGI U.S. or any of its affiliates (excluding Pacific Investment Management Company LLC (PIMCO) and PIMCO Investments LLC). |
5 | ||||
Internal |
Regulation FD which govern and severely restrict circumstances under which a Covered Person acting on behalf of the Affiliated Closed-End Funds (i.e., an insider) may selectively disclose material non-public information regarding the funds to certain categories of third parties (e.g., broker-dealers, analysts, investment advisers, funds and shareholders). If you have any questions, you should consult with the individuals noted in the prior paragraph before disclosing or using material, non-public information regarding Clients and their investments under any circumstances.
1. |
TO WHOM DOES THE INSIDER TRADING POLICY APPLY? |
This policy applies to Covered Persons and extends to activities within and outside their duties at the Company. This policy also applies to any transactions in any securities by family members, trusts or corporations controlled by such persons.
In particular, this policy applies to securities transactions by (but not limited to):
|
the Covered Persons spouse; |
|
the Covered Persons minor children; |
|
any other relatives living in the Covered Persons household; |
|
a trust in which the Covered Person has a beneficial interest, unless such person has no direct or indirect control over the trust; |
|
a trust for which the Covered Person is a trustee; |
|
a revocable trust for which the Covered Person is a settlor; |
|
a corporation of which the Covered Person is an officer, director or 10% or greater stockholder; or |
|
a partnership of which the Covered Person is a partner (including most investment clubs) unless the Covered Person has no direct or indirect control over the partnership. |
2. |
WHAT IS MATERIAL INFORMATION? |
Trading on inside information is not a basis for liability unless the information is deemed to be material. Material Information generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a companys securities.
Although there is no precise, generally accepted definition of materiality, information is likely to be material if it relates to significant changes affecting such matters as:
|
dividend or earnings expectations; |
|
write-downs or write-offs of assets; |
|
additions to reserves for bad debts or contingent liabilities; |
|
expansion or curtailment of company or major division operations; |
|
proposals or agreements involving a joint venture, merger, acquisition, divestiture, or leveraged buy-out; |
|
new products or services; |
|
exploratory, discovery or research developments; |
|
criminal indictments, civil litigation or government investigations; |
|
disputes with major suppliers or customers or significant changes in the relationships with such parties; |
|
labor disputes including strikes or lockouts; |
6 | ||||
Internal |
|
substantial changes in accounting methods; |
|
major litigation developments; |
|
major personnel changes; |
|
debt service or liquidity problems; |
|
bankruptcy or insolvency; |
|
extraordinary management developments; |
|
public offerings or private sales of debt or equity securities; |
|
calls, redemptions or purchases of a companys own stock; |
|
issuer tender offers; or |
|
recapitalizations. |
Information provided by a company could be material because of its expected effect on a particular class of the companys securities, all of the companys securities, the securities of another company, or the securities of several companies. Moreover, the resulting prohibition against the misuses of Material Information reaches all types of securities (whether stock or other equity interests, corporate debt, government or municipal obligations, or commercial paper) as well as any option related to that security (such as a put, call or index security).
Material Information does not have to relate to a companys business. For example, in Carpenter v. U.S., 108 U.S. 316 (1987), the Supreme Court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a reporter for The Wall Street Journal was found criminally liable for disclosing to others the dates that reports on various companies would appear in The Wall Street Journal and whether those reports would be favorable or not.
Material Information may no longer be considered material due to the passage of time or other factors. Material Non-Public Information (as defined below) ceases to be subject to insider trading restrictions once it is no longer deemed material. Careful consideration should be used when determining whether Material Information should no longer be deemed material.
3. |
WHAT IS NON-PUBLIC INFORMATION? |
In order for issues concerning insider trading to arise, information must not only be material, it must be non-public. Non-Public Information is information which has not been made available to investors generally. Information received in circumstances indicating that it is not yet in general circulation or where the recipient knows or should know that the information could only have been provided by an insider is also deemed Non-Public Information.
At such time as Material Non-Public Information has been effectively distributed to the investing public, it is no longer subject to insider trading restrictions. However, for Non-Public Information to become public information, it must be disseminated through recognized channels of distribution designed to reach the securities marketplace.
To show that Material Information is public, you should be able to point to some fact verifying that the information has become generally available, for example, disclosure in a national business and financial wire service (Dow Jones or Reuters), a national news service (AP or UPI), a national newspaper (The Wall Street Journal, The New York Times or The Financial Times), or a publicly disseminated disclosure document (a proxy statement or prospectus). The circulation of rumors or talk on the street, even if accurate, widespread and reported in the media or social media does not constitute the requisite public disclosure. The information must not only be publicly disclosed, there must also be adequate time for the market as a whole to digest the information.
7 | ||||
Internal |
Material Non-Public Information is not made public by selective dissemination. Material Information improperly disclosed only to institutional investors or to a fund analyst or a favored group of analysts retains its status as Non-Public Information which must not be disclosed or otherwise misused. Similarly, partial disclosure does not constitute public dissemination. So long as any material component of the inside information possessed by the Company has yet to be publicly disclosed, the information is deemed non-public and may not be misused.
Information Provided in Confidence. It is possible that one or more Covered Persons of the Company may become temporary insiders because of a duty of trust or confidence. A duty of trust or confidence can arise: (1) whenever a person agrees to maintain information in confidence; (2) when two people have a history, pattern, or practice of sharing confidences such that the recipient of the information knows or reasonably should know that the person communicating the Material Non-Public Information expects that the recipient will maintain its confidentiality; or (3) whenever a person receives or obtains Material Non-Public Information from certain close family members such as spouses, parents, children and siblings. For example, personnel at the Company may become insiders when an external source, such as a company whose securities are held by one or more of the accounts managed by the Company, discloses Material Non-Public Information to the Companys portfolio managers or analysts with the expectation that the information will remain confidential.
As an insider, the Company and any applicable Covered Person has a duty not to breach the trust of the party that has communicated the Material Non-Public Information by misusing that information. This duty may arise because the Company has entered or has been invited to enter into a commercial relationship with a company, Client or prospective Client and has been given access to confidential information solely for the corporate purposes of that company, Client or prospective Client. This duty remains whether or not the Company ultimately participates in the transaction.
Information Disclosed in Breach of a Duty. Analysts and portfolio managers at the Company must be especially wary of Material Non-Public Information disclosed in breach of corporate insiders duty of trust or confidence that he or she owes the corporation and shareholders. Even where there is no expectation of confidentiality, a person may become an insider upon receiving material, non-public information in circumstances where a person knows, or should know, that a corporate insider is disclosing information in breach of a duty of trust and confidence that he or she owes the corporation and its shareholders. Whether the disclosure is an improper tip that renders the recipient a tippee depends on whether the corporate insider expects to benefit personally, either directly or indirectly, from the disclosure. In the context of an improper disclosure by a corporate insider, the requisite personal benefit may not be limited to a present or future monetary gain. Rather, a prohibited personal benefit could include a reputational benefit, an expectation of a quid pro quo from the recipient or the recipients employer by a gift of the inside information.
A person may, depending on the circumstances, also become an insider or tippee when he or she obtains Material Non-Public Information by happenstance, including information derived from social situations, business gatherings, overheard conversations, misplaced documents, and tips from insiders or other third parties.
Investment Information Relating to our Clients is Non-Public Inside Information. In the course of your employment, Covered Persons may learn about the current or pending investment activities of our Clients (e.g. actual or pending purchases and sales of securities). Using or sharing this information other than in connection with the investment of Client accounts is considered acting on inside information and therefore prohibited. The Boards of the Funds (both proprietary
8 | ||||
Internal |
and third party sub-advised) have adopted Portfolio Holdings Disclosure Policies to prevent the misuse of Material Non-Public Information relating to the Funds and to ensure all shareholders of the Funds have equal access to portfolio holdings information. In that regard, Covered Persons must follow the Funds policies on disclosure of non-public portfolio holdings information unless disclosure is specifically permitted under other sharing of investment-related information.
4. |
IDENTIFYING MATERIAL INFORMATION |
Before trading for yourself or others, including investment companies or private accounts managed by the Company, in the securities of a company about which you may have potential Material Non-Public Information, ask yourself the following questions:
i. |
Is this information that an investor could consider important in making his or her investment decisions? Is this information that could substantially affect the market price of the securities if generally disclosed? |
ii. |
To whom has this information been provided? Has the information been effectively communicated to the marketplace by being published in The Financial Times, Reuters, The Wall Street Journal or other publications of general circulation? |
Given the potentially severe regulatory, civil and criminal sanctions to which you, the Company and its personnel could be subject, any Covered Persons uncertain as to whether the information he or she possesses is Material Non-Public Information should immediately take the following steps:
i. |
Report the matter immediately to the Companys Compliance department, or the AAMA LP General Counsel or AGI U.S. Holdings General Counsel; |
ii. |
Unless otherwise permitted by the AllianzGI Global Investors Global Confidential Information Policy (where applicable), do not purchase or sell the securities on behalf of yourself, clients or others; and |
iii. |
Unless otherwise permitted by the applicable Legal and Compliance department, do not communicate the information inside or outside the Company, other than to the Companys Legal and Compliance department, or the AAMA LP General Counsel or AGI U.S. Holdings General Counsel. |
5. |
PENALTIES FOR INSIDER TRADING |
Penalties for trading on or communicating Material Non-Public Information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include: civil injunctions, treble damages, disgorgement of profits, jail sentences, fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited, and fines for the employer or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided.
In addition, any violation of this policy statement can be expected to result in serious sanctions by the Company, including possible dismissal of the persons involved.
9 | ||||
Internal |
SECTION II. PROCEDURES TO PREVENT INSIDER TRADING
The following procedures have been established to aid Covered Persons of the Company in avoiding insider trading, and to aid the Company in preventing, detecting and imposing sanctions against insider trading. Every Covered Person of the Company must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability and criminal penalties. Also refer to your Companys compliance policies and procedures for detailed procedures.
1. |
TRADING RESTRICTIONS AND REPORTING REQUIREMENTS |
a. |
No Covered Person of the Company shall engage in a securities transaction with respect to the securities of Allianz SE, except in accordance with the specific procedures published from time to time by the Company. Notwithstanding, no Covered Person of the Company who is aware of Material Non-Public Information relating to the Company, including Allianz SE, may buy or sell any securities of the Company, including Allianz SE, or engage in any other action to take advantage of, or pass on to others, such Material Non-Public Information. |
b. |
Unless otherwise permitted by the AllianzGI Global Investors Global Confidential Information Policy (where applicable), no Covered Person of the Company who is aware of Material Non-Public Information may buy or sell securities of the relevant issuer or otherwise take advantage of, or pass on to others, such Material Non-Public Information. |
c. |
No Covered Person shall engage in a personal securities transaction with respect to any securities of any other company, except in accordance with the specific procedures set forth in the Companys Global Personal Account Dealing Policy. Covered Persons shall submit reports concerning each security transaction in accordance with the terms of the Companys Personal Securities Transactions Policy and verify their personal ownership of securities in accordance with the procedures set forth in the Companys Global Personal Account Dealing Policy. |
d. |
Inadvertent disclosure of Material Non-Public Information to others can lead to significant legal difficulties. Therefore, Covered Persons of the Company should not discuss any Material Non-Public Information concerning the Company or other companies, including other Covered Persons, except as specifically required in the performance of their duties or as permitted by the applicable Legal and Compliance department. |
e. |
Covered Persons managing the work of Temporary Employees who have access to Material Non-Public Information are responsible for ensuring that Temporary Employees are aware of this procedure and the consequences of non-compliance. |
f. |
If a Covered Person reasonably believes that there has been or potentially will be an insider trading violation, such Covered Person must notify the Companys Chief Compliance Officer or Chief Legal Officer or report through the applicable whistleblowing procedures. Such reporting should be done even if the Covered Person knows or has reason to believe that the violation or potential violation has already been reported by other Covered Persons. |
10 | ||||
Internal |
2. |
INFORMATION BARRIER PROCEDURES |
The Insider Trading and Securities Fraud Enforcement Act in the U.S. requires the establishment and strict enforcement of procedures reasonably designed to prevent the misuse of inside information. Accordingly, you should not discuss Material Non-Public Information about the Company or other companies with anyone, including other Covered Persons, except as required in the performance of your regular duties or as permitted by the AllianzGI Global Investors Global Confidential Information Policy (where applicable). In addition, care should be taken so that such information is secure. For example, files containing Material Non-Public Information should be sealed; access to computer files containing Material Non-Public Information should be restricted. For additional information, please refer to your Companys compliance policies and procedures, including the AllianzGI Global Investors Global Confidential Information Policy (where applicable).
3. |
INTERNAL WALL CROSSINGS AND MARKET SOUNDING PROCEDURES |
For information regarding internal wall crossing and market sounding procedures, please refer to your Companys compliance policies and procedures, including the AllianzGI Global Investors Global Confidential Information Policy (where applicable).
4. |
EXPERT NETWORK CONSULTANTS PROCEDURES |
Covered Persons may from time to time make use of paid investment research consultant firms or expert networks (Investment Research Consultant Firms)5 which may gather and summarize information for the Company or which may maintain a network of individual consultants (Consultants)6 that are made available to the Company. Investment Research Consultant Firms and Consultants will typically gather, analyze and provide information that may assist in providing the basis for investment decisions by the Company and its employees. Covered Persons should actively seek to prevent the disclosure of Material Non-Public Information to them by Investment Research Consultant Firms and Consultants. In the event that a Covered Person receives Material Non-Public Information, the Covered Person may not share the Material Non-Public Information inside or outside the firm, other than with Legal and Compliance, or execute trades in securities based on the Material Non-Public Information on behalf of any Client account or for his or her own personal accounts. For additional information, please refer to your Companys compliance policies and procedures.
5. |
RESOLVING ISSUES CONCERNING INSIDER TRADING |
The Federal Securities Laws, including the U.S. laws governing insider trading, are complex. If you have any doubts or questions as to the materiality or non-public nature of information in your possession or as to any of the applicability or interpretation of any of the foregoing procedures or as to the propriety of any action, you should contact your Companys Chief Compliance Officer or Chief Legal Officer, or AAMA LP General Counsel or AGI U.S. Holdings General Counsel. Until advised to the contrary by your Companys Chief Compliance Officer or Chief Legal Officer, or AAMA LP General Counsel or AGI U.S. Holdings General Counsel, you should presume that the information is Material Non-Public Information and you should not trade in the securities or disclose this information to anyone.
5 |
For purposes of these procedures, Investment Research Consultant Firms are firms that employ or have similar arrangements with professionals in various fields of expertise to conduct, analyze, review and/or provide specialized information and research services for third parties. Investment Research Consultant Firms do not include entities whose employees provide generally available market and/or securities analysis or information. |
6 |
For purposes of these procedures, Consultants include individuals who provide, analyze and/or research information for third parties pursuant to their employment or other arrangement with an Investment Research Consultant Firm. |
11 | ||||
Internal |
D. ANTI-CORRUPTION
The Company does not tolerate any form of corruption. Federal and State laws, and laws of other countries, prohibit the payment or receipt of bribes, kickbacks, inducements, facilitation payments, non-monetary benefits, or other illegal gratuities or payments by or on behalf of any of our Companies or Covered Persons in connection with our businesses. For example, the U.S. Foreign Corrupt Practices Act makes it a crime to corruptly give, promise or authorize payment, in cash or in kind, for any service to a foreign government official or political party in connection with obtaining or retaining business. The U.K. Bribery Act prohibits corruption of public officials as well as business-to-business corruption. Each Company, through its policies and practices, is committed to comply fully with these and other anti-corruption laws. If you or any member of your household is solicited to make or receive an illegal payment, or have any questions regarding whether any solicitation to receive or make a payment is illegal, contact your Companys Chief Compliance Officer or Chief Legal Officer, or AAMA LP General Counsel or AGI U.S. Holdings General Counsel. For additional information, please refer to your Companys compliance policies and procedures.
E. GIFTS AND BUSINESS ENTERTAINMENT POLICY
The Company is committed to having policies and procedures designed to ensure that Covered Persons do not attempt to improperly influence Clients or prospective Clients with gifts or business entertainment and are not unduly influenced themselves by the receipt of gifts or business entertainment. The Companys policies are designed to prohibit Covered Persons who purchase products and services as part of their job responsibilities from using their position for their own benefit.
Providing gifts or business entertainment is improper when a Covered Persons giving of a gift or business entertainment is or appears to be an attempt to obtain business through inappropriate means or to gain a special advantage in a business relationship. It is important for Covered Persons to keep in mind that these activities may create the appearance of a conflict and in certain cases may implicate regulations applicable to Clients and the Company. Similarly, accepting gifts or business entertainment is improper when it would compromise, or could be reasonably viewed as compromising, a Covered Persons ability to make objective and fair business decisions. Finally, government, union and ERISA plan officials may be subject to additional prohibitions and limits that apply whether or not there is a real or perceived conflict of interest.
Definitions
|
Government Official any government employee, any government plan trustee or staff member, any consultant to a government plan if the consultant meeting is intended to focus on a specific government client or plan, or an immediate family member of any of these individuals. |
|
Restricted Recipient any union official, or ERISA plan official, any consultant to a union or ERISA plan if the consultant meeting is intended to focus on a specific union or ERISA client or plan, or an immediate family member of any of these individuals. |
|
Other Business Contact any individual employed by a Client, prospective Client, vendor, service provider, media representative or any consultant to the extent the consultant meeting is intended to be for the furtherance of a general relationship between the company and the consultant rather than in connection with any specific client or plan. |
12 | ||||
Internal |
Providing Gifts and Business Entertainment
General Principles
|
Gifts and business entertainment should be provided in a manner that does not create a conflict of interest or the appearance of a conflict of interest. Covered Persons should use common sense and avoid providing extravagant, lavish or frequent gifts or business entertainment to any recipient. |
|
Business entertainment should only be provided at an appropriate venue (Covered Persons should consult their supervisor or the Code of Ethics Office if guidance is required). |
|
Covered Persons must accompany a recipient to a meal, sporting or cultural event for the event to be considered business entertainment. Unaccompanied attendance would be treated as a gift. |
|
No gift or business entertainment should be provided with the intention to influence decision making by the recipient. |
|
Gifts or business entertainment should be provided in a way that does not attempt to hide the fact that they have been provided. |
|
Covered Persons may not give cash or cash equivalent gifts (e.g., American Express or Amazon Gift Card) of any value. Gift Cards and Gift Certificates redeemable only with a specific vendor (e.g., iTunes or Starbucks) are acceptable. |
|
In general, gifts should be valued at the higher of cost or market value. |
Providing Gifts and Business Entertainment to Government Officials
|
Covered Persons must obtain approval from the Code of Ethics Office prior to giving a gift or providing business entertainment to a Government Official. A form for this purpose is located in the personal trading system. |
Providing Gifts and Business Entertainment to Restricted Recipients
|
Whenever feasible, Covered Persons must obtain approval from the Code of Ethics Office prior to giving a gift or providing business entertainment to a Restricted Recipient. A form for this purpose is located in the personal trading system. |
|
If a situation arises where it is not possible to obtain pre-approval e.g., an impromptu cup of coffee Covered Persons must exercise sound judgment and comply with prescribed limits, but should notify the Code of Ethics Office promptly after the fact. |
|
The combined, companywide value of all gifts and business entertainment provided to a Restricted Recipient by all Covered Persons must be less than $250 per Restricted Recipient, per calendar year. |
|
With pre-approval from the Code of Ethics Office, reimbursement of expenses related to attendance at an educational event may be allowed and will not count toward the $250 annual policy limit. |
Providing Gifts and Business Entertainment to Other Business Contacts (persons other than Government Officials and Restricted Recipients)
|
The combined, companywide value of all gifts provided to a Business Contact by all Covered Persons must not exceed $100 per Business Contact, per calendar year. |
|
Gifts of nominal value that include our logo, such as golf balls, towels, pens and desk ornaments, do not count toward the annual $100 limit as long as they are infrequent and the value of the item does not exceed $50. |
|
Covered Persons may provide business entertainment up to $250 per person, per business entertainment event, with a $1,000 cumulative limit per person entertained, per calendar year. (Note: dinner and a show would be considered one business entertainment event.) |
13 | ||||
Internal |
|
Covered Persons are required to report gifts and business entertainment provided in accordance with the Companys expense policies and procedures. |
|
Covered Persons must obtain approval from the Code of Ethics Office prior to giving a gift or providing business entertainment to a Client or prospective Client located outside of the U.S. A form for this purpose is located in the personal trading system. |
|
Exceptions to these spending limits must be pre-approved by a Managing Director and the Code of Ethics Office. A form for this purpose is located in the personal trading system. |
Receiving Gifts
|
Covered Persons (including any immediate family members) may not accept gifts worth more than $100, in the aggregate, from any one Business Contact per calendar year. |
|
Gifts of nominal value that include the Business Contacts company logo, such as golf balls, towels, pens and desk ornaments, do not count toward the annual $100 limit so long as they are infrequent and the value of the item does not exceed $50. |
|
In general, gifts should be valued at the higher of cost or market value. |
|
Covered Persons may not accept cash or cash equivalent gifts (e.g., American Express or Amazon Gift card) of any value. Gift Cards and Gift Certificates redeemable only with a specific vendor (e.g., iTunes or Starbucks) are acceptable. Covered Persons may not accept preferential discounts of any value from a Business Contact. |
|
Any gift(s) with a value of more than $100 must be refused or returned. If it is not practical to return a gift, provide it to the Human Resources Department for donation. In the case of a perishable item worth more than $100, the gift may be shared with the Covered Persons entire department. |
|
If the Covered Person wishes to accept a gift that exceeds this policys individual employee limits, approval from the Code of Ethics Office must be obtained. The gift may then be distributed to employees, through a raffle or otherwise. A form for this purpose is located in the personal trading system. |
|
Covered Persons are required to report all gifts received, excluding logoed items worth less than $50, within thirty days of receiving the gift through the personal trading system. |
Receiving Business Entertainment
|
Covered Persons must be accompanied to a meal, sporting or cultural event by a Business Contact for the event to be considered business entertainment. Unaccompanied attendance would be treated as a gift. |
|
The reason for attending an event must be, in large part, to further a business relationship. |
|
Covered Persons should use common sense and good judgment and avoid extravagant, lavish or frequent business entertainment from a Business Contact (e.g., do not accept out-of-town transportation or accommodations, excessive lunches, dinners, or paid outings). |
|
Covered Persons are required to report business entertainment received that exceeds $100 in the aggregate per Business Contact per calendar quarter within thirty days after the quarter-end through the personal trading system. |
14 | ||||
Internal |
Receiving Gifts and Business EntertainmentInvestment Professionals
The following requirements only apply to Gifts and Business Entertainment provided by broker/dealers to investment professionals.
|
Investment professionals may accept meals (lunches and dinners) provided by a broker/dealer if the event is related to research or other company business (e.g., meetings with company management, industry experts, analysts or traders). |
|
Investment professionals (other than those who work in a trading function) may accept meals (lunches and dinners) provided by a broker/dealer that are not related to research or other company business. All such entertainment must be promptly reported to the Compliance Department. A form for this purpose is located in the personal trading system. |
|
Investment professionals (other than those who work in a trading function) may accept other forms of entertainment such as golf tournaments, baseball games and shows. Any single event whose value is in excess of US$100 requires the approval of the regional asset class CIO or Director of Research (for analysts). Records of the approvals are required to be maintained by the investment professionals. All such entertainment must be promptly reported to the Compliance Department. A form for this purpose is located in the personal trading system. |
|
Investment professionals may not accept any gifts, other than those that are token in nature (e.g., items with company logos). All other gifts should be returned to the broker. If that is not possible, the gift should be forwarded to HR or Compliance. |
F. CHARITABLE CONTRIBUTIONS
The Company may from time to time be solicited to make contributions to charitable organizations by Clients or prospective Clients. These may be in the form of hosting a table at a dinner or lunch, sponsoring a golf outing or part thereof, or in other forms. A charitable contribution may be made under certain circumstances at the request of an existing Client. It is prohibited to make a charitable contribution on behalf of the Company at the request of a prospective Client. Forms for pre-approval of charitable contributions are located in the personal trading system.
|
A contribution may be made on behalf of the Company to a charitable organization of up to $5,000 per Client per year with prior approval of the Covered Persons supervisor and the Code of Ethics Office. This includes direct contributions to Clients (i.e., the Client is a charitable organization). |
|
Any contribution in excess of $5,000 per Client per year must be pre-approved by senior Sales management and the relevant Companys Chief Legal Officer or Chief Compliance Officer, or to the AAMA LP General Counsel or AGI U.S. Holdings General Counsel. |
|
Amounts greater than EUR 10,000 (or the USD equivalent value) per charitable organization, per year, require additional reporting and/or approvals pursuant to applicable global policies. |
|
Contributions to large, well-known organizations and/or bona fide 501(c)(3) charitable organizations are preferred. |
|
A close connection between the Client and the charity or a perceived benefit to the Client will be evaluated carefully in the approval process. |
|
Charitable contributions must be reasonable and must not have or appear to have the likely effect of influencing a Clients decision to do business with the Company. |
|
It is the Companys policy to not contribute to an organizations religious or political activities. For example, the Companys Political Contributions Policy prohibits contributions to another organization such as certain non-profits if there are indications that the organization makes election-related contributions or expenditures. This may even include paying a conference fee to an organization where such indicia exist. |
|
Charitable contributions made on behalf of the Company should be paid for by the Company and not personally by the Covered Person. |
15 | ||||
Internal |
G. POLITICAL CONTRIBUTIONS
In support of the democratic process, Covered Persons are encouraged to exercise their rights as citizens by voting in all elections. Certain state and federal restrictions and obligations, however, are placed on our Companies and Covered Persons, including Covered Persons spouses and dependent children (Family Members), in connection with their political contributions and solicitation activities. For example, our investment advisers must comply with Investment Advisers Act Rule 206(4)-5 (hereinafter, Rule 206(4)-5), and our broker-dealer must comply with MSRB Rule G-37. These and other rules are intended to prevent companies from obtaining business from state and local government entities in return for Political Contributions or fundraising. Among other consequences, failure to comply with Rule 206(4)-5 may trigger a ban on receiving compensation for Investment Advisory Services Business for two years, and failure to comply with MSRB Rule G-37 may prohibit our broker-dealer from engaging in municipal securities business (i.e., offering Section 529 Plans) with an issuer for two years.
All Covered Persons must abide by the requirements of the Political Contributions Policy, which can be found on the Compliance tab of the Company Intranet.
H. OUTSIDE BUSINESS ACTIVITIES
Your outside business activities must not reflect adversely on the Company or give rise to a real or apparent conflict of interest with your duties to the Company or its Clients. You must be alert to potential conflicts of interest and be aware that you may be asked to discontinue an outside business activity if a potential conflict arises. You may not, directly or indirectly:
(a) |
Accept a business opportunity from someone doing business or seeking to do business with the Company that is made available to you because of your position within the Company; |
(b) |
Take for oneself a business opportunity belonging to the Company; or |
(c) |
Engage in a business opportunity that competes with any of the Companys businesses. |
You are required to disclose any existing outside business activities at the time of hire.
You must obtain pre-approval from your immediate supervisor and your Companys Chief Compliance Officer (or designee) for any outside business activities.
Outside business activities requiring pre-approval include but are not limited to:
|
Outside business activity for which you will be paid, including a second job; |
|
Any affiliation with another public or private company, regardless of whether that company is a for profit or not-for-profit business, or a political organization as a director, officer, advisory board member, general partner, owner, consultant, holder of a percentage of the business voting equity interests or in any similar position; |
16 | ||||
Internal |
|
Any governmental position, including as an elected official or as an appointee or member, director, officer or employee of a governmental agency, authority, advisory board, or other board (e.g., school or library board); and |
|
Candidate for elective office. |
A form for this purpose is located in the personal trading system. You must seek new clearance for a previously approved activity whenever there is any material change in relevant circumstances, whether arising from a change in your job, association, or role with respect to that activity or organization. You must also notify each of the parties referenced above regarding any material change in the terms of your outside activity or when your outside activity terminates. On an annual basis you are required to provide an update related to any approved activity.
I. SERVICE AS DIRECTOR OF ANY UNAFFILIATED ORGANIZATION
You may not serve on the board of directors or other governing board of any unaffiliated organization unless you have received the prior written approval of your Companys Chief Compliance Officer or Chief Legal Officer, or the AAMA LP General Counsel or AGI U.S. Holdings General Counsel. Approval will not be given unless a determination is made that your service on the board would be consistent with the interests of Clients. If you are permitted to serve on the board of a public company, you may also be subject to additional requirements.7
J. PRIVACY
The Company considers the protection of Client and employee non-public personal information to be a fundamental aspect of sound business practice and is committed to maintaining the confidentiality, integrity, and security of such information in accordance with applicable law. In support of this commitment, the Company has developed policies and procedures, including a Written Information Security Program Governing the Protection of Non-Public Personal Information, that protect the confidentiality of non-public personal information while allowing for the continuous needs of Clients and employees to be served. All Covered Persons, including Temporary Employees, who have access to non-public personal information, are subject to the applicable requirements set forth in the Companys privacy program. Covered Persons are required to report to their Privacy Officer or Privacy Committee any suspicious or unauthorized use of Client or employee non-public personal information or non-compliance with the privacy program by employees of the Company. The Written Information Security Program can be found on the respective Compliance tab of the Company Intranet. The Privacy Policy for Allianz Global Investors U.S. Holdings and subsidiaries can be found at: http://us.allianzgi.com/Pages/PrivacyPolicy.aspx
K. SPEAK UP REPORTING AND ANTI-RETALIATION POLICY / POLICY FOR REPORTING SUSPICIOUS ACTIVITIES AND CONCERNS
This section summarizes the Speak Up Reporting and Anti-Retaliation Policy for Allianz Global Investors U.S. Holdings and subsidiaries (collectively, AllianzGI) and the Policy for Reporting Suspicious Activities and Concerns for AAMA.
7 |
See your Companys compliance policies and procedures. |
17 | ||||
Internal |
Reporting Responsibility
Covered Persons should promptly report their good faith concern regarding potentially illegal, fraudulent, or unethical conduct relating to our business activities.
Examples of conduct that should be reported include, as applicable:
|
Potential violations of applicable laws, rules, and regulations; |
|
Fraudulent, illegal, or unethical acts involving any aspect of the Companys business; |
|
Material misstatements and/or false statements made in regulatory filings, internal books and records, financial reports, or client records and reports; |
|
Activity that is harmful to clients; |
|
Material deviations from required controls and procedures, including violations of the Company compliance policies or accounting standards; |
|
Bribery; |
|
Theft or embezzlement of Company resources; and |
|
Retaliatory conduct. |
How to Report
Covered Persons have several options for reporting information, including:
|
Calling the toll-free number (877) 628-7486 (anonymous) |
|
Accessing the related internet site at https://allianzgi-us.alertline.com (anonymous) |
|
Contacting your Companys Chief Compliance Officer or General Counsel |
Information that relates to suspected violations of Human Resources policies and employment related violations may also be reported to the Human Resources Department.
Suspected violations involving the Funds should be reported in accordance with the Funds Policy for Reporting Suspicious Activities and Concerns.
Covered Persons should be as detailed as possible when submitting their concerns. Any information that could help the Company determine what actions need to be taken should be included.
The Companys Response
The Company is committed to promoting an ethical and complaint workplace and will take any appropriate action it deems necessary to respond to every reported concern. Potential actions include investigating the details of the concern, interviewing the person under investigation, reporting the concern to appropriate management and taking remedial action.
Anti-Retaliation
The Company will not tolerate retaliation of any kind towards a Covered Person who in good faith reports a violation or suspected violation pursuant to this section. Retaliation is any conduct by the Company or any Covered Persons that would reasonably dissuade a Covered Person from raising or reporting good faith concerns through the Companys internal reporting channels or with any governmental body, or from participating in or cooperating with an investigation of such concerns.
18 | ||||
Internal |
Links
For the full policies and details specific to your Company and the Funds Policy for Reporting Suspicious Activities and Concerns, please see:
AAM Intranet for the Policy for Reporting Suspicious Activities and Concerns
http://intranet/aam-functions/us/LegalandCompliance/Pages/SuspiciousActivities_Concerns.aspx
AllianzGI Intranet for the Speak Up Reporting and Anti-Retaliation Policy
http://intranet.allianzgi-intra.com/global/news/Documents/Speak%20Up%20Reporting%20and%20Anti-Retaliation%20Policy%20FINAL%20July%202015.pdf
Funds Policy for Reporting Suspicious Activities and Concerns
http://intranet.cn.us1.1corp.org/Compliance/Policies%20and%20Procedures%20of%20AGI%20Funds/F.%20%20%20Fund%20Governance/04.%20Policy%20for%20Reporting%20Suspicious%20Activities%20and%20Concerns/04.%20Policy%20for%20Reporting%20Suspicious%20Activities%20and%20Concerns.pdf
19 | ||||
Internal |
III. CODE OF ETHICS
A. GLOBAL PERSONAL ACCOUNTS DEALING POLICY
ALLIANZ GLOBAL INVESTORS
Global Personal Account Dealing Policy
Legal & Compliance
Effective date for AP (ex-Korea) : 1 July 2016
Effective date US: 12 December 2016
Effective date for Europe: 3 April 2017
Confidentiality Disclaimer: This document is for internal use or intended recipients reference only and may contain confidential information. You must not distribute this document to any external third party without the relevant owners (or their delegates) consent.
20 | ||||
Internal |
Document Information:
Document | Global Personal Account Dealing Policy | |
Version | 1.0 | |
Effective Date |
Asia Pacific ex-Korea: 1 July 2016 U.S.: 12 December 2016 Europe: 3 April 2017 |
|
Owner | Global Head of Compliance | |
Author / Contact | Global Head of Compliance | |
Department | Legal & Compliance | |
Doc. Location |
Amendments or Changes:
Version | Date |
Description of Amendments |
Authors | Authorized By | ||||
1.0 | 12 April 2016 | NEW | L&C | GEC | ||||
Document Review Period:
☐ Semi-annual ☐ Annual ☒ On need basis ☐ Others (please specify)
Last Review Date: Review by:
21 | ||||
Internal |
Contents
I. Introduction |
23 | |||
II. Classification Under this Policy: Categories of Covered Persons |
23 | |||
III. Fully Exempt Transactions |
25 | |||
IV. Transactions Exempt from Pre-Clearance BUT Subject to Reporting |
25 | |||
V. Pre-Clearance Procedures |
26 | |||
VI. Blackout Periods Client Orders and Trades |
27 | |||
VII. Liquidation Exemption from the Blackout Periods |
30 | |||
VIII. Blackout Periods - Allianz SE and Affiliated Securities |
30 | |||
IX. Short-Term Trading Restriction and Holding Periods |
30 | |||
X. Restricted / Watch Lists |
32 | |||
XI. Private Placements |
32 | |||
XII. Public Offerings |
32 | |||
XIII. Reportable Accounts |
33 | |||
XIV. Report of Personal Securities Transactions |
35 | |||
XV. Initial and Annual Report of Holdings |
36 | |||
XVI. Initial and Annual Certification Requirements |
36 | |||
XVII. Exemptions from this Policy |
37 | |||
XVIII. Consequences of Violations of this Policy |
37 | |||
XIX. Questions Concerning this Policy |
37 | |||
XX. Glossary of Terms |
37 | |||
Appendix |
40 |
22 | ||||
Internal |
I. Introduction
Allianz Global Investors (the Company) has adopted this Global Personal Account Dealing Policy (the Policy) under each regions Code of Ethics for its Covered Persons8 (all officers, directors and employees of the Company, including Temporary Employees).
The Companys reputation for integrity and ethics is one of our most important assets. In order to safeguard this reputation, we believe it is essential not only to comply with relevant laws and regulations but also to maintain high standards of personal and professional conduct at all times. The Company has established this Policy in order to ensure that our conduct is consistent with these standards, with our fiduciary obligation to our Clients, and with industry and regulatory standards for investment managers, investment companies and broker-dealers.
The Company owes a fiduciary duty to its Clients. Covered Persons must avoid activities, interests, and relationships that could interfere or appear to interfere with our fiduciary duties. Accordingly, at all times, Covered Persons must place the interests of Clients first and scrupulously avoid serving their own personal interests ahead of the interests of Clients.
The Policy is designed to prevent and detect inappropriate personal account dealing practices and activities by Covered Persons. Personal account dealings refer to any transactions initiated by Covered Persons, or transactions over which Covered Persons have Beneficial Interest, that are not in connection with their professional duties for the Company. The restrictions on personal account dealings are stringent because they address both insider trading prohibitions and the fiduciary duty to place the interests of our Clients ahead of personal investment interests. The rules regarding personal account dealings that are contained in this Policy are designed to address or mitigate potential conflicts of interest and to minimize any potential appearance of impropriety.
All Covered Persons must:
1. |
Review and understand this Policy and conduct their activities in accordance with the general principles embodied in this Policy; |
2. |
Obtain any pre-clearance required under the Policy prior to engaging in personal securities transactions; |
3. |
Provide to the Compliance Department all relevant information and documentation required pursuant to this policy in a timely manner; and |
4. |
Contact the Compliance Department immediately if the Covered Person becomes aware of any violation or potential violation of this Policy. |
Supervisors within the Company are expected to reasonably supervise Covered Persons with a view toward preventing violations of law and violations of a companys Code of Ethics, including its personal account dealing policy. As a result, all Covered Persons who have supervisory responsibility should endeavor to ensure that the Covered Persons they supervise, including Temporary Employees, are familiar with and remain in compliance with the requirements of this Policy.
II. Classification Under this Policy: Categories of Covered Persons
Different requirements and limitations on Covered Persons are based on their activities and roles within the Company. Covered Persons are assigned one of the categories below for purposes of administration of this Policy. Covered Persons must comply with this Policy according to such designation.
8 |
All terms in italics are defined in section XX Glossary of Terms. |
23 | ||||
Internal |
Please note your category under this Policy may change if your position within the Company changes or if you are transferred to another department or entity.
A. |
Access Person |
Access Persons generally include any Covered Person who: (1) has access to nonpublic information regarding any Clients purchase or sale of securities; (2) has access to nonpublic information regarding the portfolio holdings of any Clients; (3) may be involved in making securities recommendations to Clients; (4) has access to securities recommendations to Clients that are nonpublic; or (5) is an Investment Person as defined below. Note, however, that the Compliance Department may designate all or some Covered Persons in a particular region or office as Access Persons due to the size and / or layout of the office, even if such Covered Persons do not otherwise meet these criteria.
B. |
Investment Person |
Investment Persons are a subset of Access Persons who, in connection with their regular functions and duties: (1) make, or participate in making recommendations regarding the purchase or sale of securities on behalf of any Client; (2) provide information or advice with respect to a purchase or sale of securities to a portfolio manager; or (3) help to execute a portfolio managers investment recommendations. Generally, Investment Persons include, but are not limited to, portfolio managers, research analysts and traders.
As with the designation of Access Persons, the Compliance Department may designate all or some Covered Persons in a particular region or office as Investment Persons due to the size and / or layout of the office, even if such Covered Persons do not necessarily meet these criteria.
Note that because Investment Persons may have advance knowledge of investment decisions that the Company will make on behalf of Clients, they are held to additional and more stringent restrictions than ordinary Access Persons, as explained in more detail below under the section for Blackout Periods.
Access Persons / Investment Persons are subject to all provisions of this Policy, including but not limited to:
1. |
Pre-clearance of personal securities transactions; |
2. |
Adherence to Blackout Periods and Short-Term Trading Restrictions; |
3. |
Reporting of personal securities transactions and holdings where applicable; and |
4. |
Certification requirements applicable to Access Persons and Investment Persons. |
Note that the provisions of this Policy concerning reporting and prior approval cover transactions in investments in which you have a direct or indirect Beneficial Interest. Additional guidance pertaining to the treatment of various investment types can be found in the Appendix to this Policy.
C. |
Non-Access Person |
A Non-Access Person generally includes any Covered Person of the Company who does not satisfy the definition of Access Person / Investment Person above. Non-Access Persons are only subject to the Initial and Annual Certification Requirements of this Policy. Note: Allianz Global Investors Distributors LLC (AGID) Covered Persons and/or AGID Registered Representatives categorized as Non-Access Persons are required to obtain prior approval for private placement investments.
24 | ||||
Internal |
III. Fully Exempt Transactions
The following types of transactions are exempt from all provisions of this Policy, including (but not limited to) the Pre-Clearance, Short-Term Trading Restriction and Reporting requirements under this Policy (Fully Exempt Transactions):
1. |
Purchases and sales of shares of unaffiliated open-end funds and unit trusts, if the purchase or sale is not executed on an exchange9; |
2. |
Purchases and sales of money market instruments; |
3. |
Purchases and sales of shares of money market funds, including money market funds that are advised or distributed by the Company;10 |
4. |
Purchases and sales of physical commodities; |
5. |
Purchases and sales of currencies; |
6. |
Purchases and sales of securities held in an account that is fully managed by a third party.11 Note: Access Persons / Investment Persons are required to initially notify the Compliance Department of such an account. Refer to the section Reportable Accounts for additional information; and |
7. |
Purchases and sales of products offered as part of the Allianz Fund Invest program for Access Persons / Investment Persons located in Europe. |
Similarly, this Policy does not apply to trades in securities / derivatives based on any of the above Fully Exempt Transactions.
IV. Transactions Exempt from Pre-Clearance BUT Subject to Reporting
The following types of transactions are not subject to the pre-clearance requirements of this Policy (Pre-Clearance Exempt Transactions)12. You are not required to pre-clear transactions for which you do not exercise investment discretion at the time of the transactions (non-volitional transactions) or certain other automated transactions. The transactions listed below are, however, required to be reported through your trade confirmations, contract notes and/or account statements, unless noted otherwise13.
1. |
Purchases and sales of Affiliated Open-End Funds. Note: This exemption does not apply and therefore pre-clearance is still required for Covered Persons in Taiwan for any funds managed by AllianzGI Taiwan; |
2. |
Shares of unaffiliated open-end funds and unit trusts, if the purchase or sale is executed on an exchange14; |
9 |
Note: if the purchase or sale is executed on an exchange, the transaction is only exempt from pre-clearance and still must be reported. |
10 |
Except for Covered Persons located in Taiwan where any fund managed by AllianzGI Taiwan is subject to pre-clearance. |
11 |
Restrictions may be placed on the trading of particular securities within a fully managed account due to regulatory requirements for certain Covered Persons. Covered Persons subject to this requirement will be notified by the Compliance Department. |
12 |
Note: Sales of the French Funds (FCPE) invested exclusively in Allianz SE shares acquired in the context of a Plan dEpargne Enterprise (PEE) or a Plan dEpargne Groupe (PEG) are not exempt from pre-clearance. |
13 |
Note that for items 7 through 10, transactions are not subject to transaction reporting but are subject to holdings reporting where applicable. |
14 |
Note: if the purchase or sale is not executed on an exchange, the transaction is fully exempt. |
25 | ||||
Internal |
3. |
Purchases and sales of index options and index futures or other securities with an index as underlying (e.g. unaffiliated exchange traded notes (ETN)); |
4. |
Purchases and sales of unaffiliated exchange traded funds and options thereon; |
5. |
Purchases and sales of unaffiliated closed-end funds; |
6. |
Purchases and sales of instruments issued by the national governments of the G8 member countries (i.e. Canada, France, Germany, Italy, Japan, Russia, the United Kingdom and the United States), as well as Hong Kong, Korea, Singapore and Taiwan, and the related derivatives; |
7. |
Purchases and sales of securities in accordance with a pre-set amount or pre-determined schedule effected through an automatic investment plan or dividend reinvestment plan. This includes regular saving plans, pension schemes, the automatic reinvestment of dividends, income or interest received from a security in such plans or any other type of account; |
8. |
Acquisitions or dispositions of securities as a result of a stock dividend, stock split, reverse stock split, merger consolidation, spin-off or other similar corporate distribution or reorganization applicable to holders of a class of securities of which you have Beneficial Interest; |
9. |
Purchases of securities by exercise of rights issued to holders of a class of securities pro rata, to the extent they are issued with respect to securities of which you have Beneficial Interest; |
10. |
The automatic exercise or liquidation by an exchange of an in-the-money derivative instrument upon expiration, the delivery of securities pursuant to a written option that is exercised against you and the assignment of options; |
11. |
The deliberate exercise of a derivative instrument, prior to expiration. |
12. |
Transactions in Section 529 College Savings Plans. Note: Transactions in 529 Plans that are not distributed by Allianz Global Investors Distributors LLC are not reportable; and |
13. |
Transactions in variable annuity accounts. |
V. Pre-Clearance Procedures
Access Persons / Investment Persons are required to obtain pre-clearance for personal trades initiated or executed by themselves or by other individuals in all reportable accounts as described in Chapter XIII. Reportable Accounts (with the exception of accounts that are fully managed by a third party), in accordance with specific procedures as described below.
Failure to adhere to the following pre-clearance requirements is a serious breach of this Policy and may be considered a violation. It is important to obtain pre-clearance approval for a personal securities transaction prior to placing the trade. In the event that you fail to pre-clear a transaction, you may be required to cancel, liquidate or otherwise unwind your trade and / or disgorge any profits realized in connection with the trade, as permissible by law.
26 | ||||
Internal |
A. |
Personal Account Dealing System |
Access Persons / Investment Persons are required to pre-clear all personal transactions in securities through the Companys personal account dealing system, with the exception of Fully Exempt Transactions and Pre-Clearance Exempt Transactions.
Upon submitting a pre-clearance request through the personal trading system, you will receive an approval or denial message in connection with your request.
B. |
Pre-Clearance Approval Timeframe |
Provided the market on which the security trades is open at the time of pre-clearance, the pre-clearance approval is valid for the day of pre-clearance only in your region. If the market is already closed at the time of your pre-clearance request, the pre-clearance approval will be valid for the next day in your region.
C. |
Limit, GTC and Stop Loss Orders |
In the case of limit, good-till-cancelled (GTC) and stop loss orders (and other similar orders), Access Persons / Investment Persons are required to obtain a new pre-clearance approval each business day the order remains open. In the event that a pre-clearance denial is received related to such an order, the order must be cancelled.
VI. Blackout Periods Client Orders and Trades
Potential conflicts of interest are of particular concern when an Access Person / Investment Person buys or sells a security at or near the same time as the Company buys or sells that security or an Equivalent Security for Client accounts.
To reduce the potential for conflicts of interest and the potential appearance of impropriety that can arise in such situations, this Policy prohibits Access Persons / Investment Persons from trading during a certain period before and after trades on behalf of Clients. The period during which personal securities transactions are prohibited is referred to herein as a Blackout Period. The applicable Blackout Period depends on (1) whether your transaction is classified as a De Minimis Transaction as defined below; and (2) whether you are an Access Person or an Investment Person. The Blackout Periods do not apply to: (1) Fully Exempt Transactions; or (2) Pre-Clearance Exempt Transactions.
If your personal transaction in a particular security is executed within the applicable Blackout Period, you may be required to cancel, liquidate or otherwise unwind the transaction and/or disgorge any profits realized in connection with the transaction, as permissible by law.
A. |
De Minimis Transactions |
The following types of transactions are defined as De Minimis Transactions under this Policy and are not subject to the Blackout Periods. De Minimis Transactions are required to be pre-cleared, reported and are subject to the Short-Term Trading Restriction. Note: The exception for De Minimis Transactions does not apply to Covered Persons located in Japan and Access Persons / Investment Persons located in Taiwan due to local regulations. All transactions by such persons are subject to the applicable Blackout Periods for non-De Minimis Transactions.
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Internal |
1. |
Purchases and sales of a security or an Equivalent Security that, in the aggregate, do not exceed 5,000 shares in a rolling 30 day period per issuer with a total market capitalization of EUR 10 billion or greater at the time of investment15. |
2. |
Purchases and sales up to 5,000 shares in a rolling 30 day period of a security or an Equivalent Security with a market cap below EUR 10 billion, if the security or the underlying is a constituent of one of the below listed indices and if the 6-month average daily trading volume is greater than 1 million shares. |
Indices:
|
Hang Seng Index (Hong Kong) |
|
Hang Seng China Enterprise Index (Hong Kong) |
|
Straits Times Index (Singapore) |
|
DAX 30 (Germany) |
|
FTSE 100 (UK) |
|
CAC 40 (France) |
|
S&P 500 Index (US) |
B. Blackout Periods for Investment Persons
De Minimis Transactions
Investment Persons are not subject to a blackout period for De Minimis Transactions.
Non-De Minimis Transactions
Investment Persons may not purchase or sell securities if:
1. the same security or an Equivalent Security has been purchased or sold on behalf of Clients within the 7 calendar days prior to the day of pre-clearance;
2. there is a pending buy or sell order in the same security or an Equivalent Security on behalf of Clients on the day of pre-clearance;
3. the same security or an Equivalent Security is purchased or sold on behalf of Clients on the day of pre-clearance; or
4. the same security or an Equivalent Security is purchased or sold on behalf of Clients for which the Investment Person, or a member of the Investment Persons Team16, has discretion, within the 7 calendar days after the day of pre-clearance.
15 |
Note that issuer market capitalization amounts may change from time to time. Accordingly, you may purchase a security that has a market capitalization of greater than EUR 10 billion only to find out that you cannot sell the security at a later date because the market capitalization has fallen below EUR 10 billion and your trade is during a Blackout Period in connection with a Client order or trade in the same security or Equivalent Security. |
16 |
A list of Teams can be found on the landing page of the personal account dealing system. |
28 | ||||
Internal |
Summary of Blackout Periods for Investment Persons
Time Period |
De Minimis Transactions |
Non-De Minimis Transactions |
||
7 Calendar Days Prior to Day of Pre-Clearance |
None | Trades for Clients | ||
Day of Pre-Clearance |
None | Orders / Trades for Clients | ||
7 Calendar Days After Day of Pre-Clearance |
None | Trades for Clients for which the IP, or a member of the IPs Team, has discretion |
C. Blackout Periods for Access Persons (other than Investment Persons)
De Minimis Transactions
Access Persons are not subject to a blackout period for De Minimis Transactions.
Non-De Minimis Transactions
Access Persons may not purchase or sell Securities if, at the time of pre-clearance:
(1) there is a pending buy or sell order on behalf of Clients in the same security or an Equivalent Security; or
(2) the same security or an Equivalent Security is purchased or sold on behalf of Clients during the period beginning 7 calendar days before the day on which the Access Person requests pre-clearance to trade in the security, and ending on the day the Access Person requests pre-clearance, up until the time of pre-clearance.
Summary of Blackout Periods for Access Persons
Time Period |
De Minimis Transactions |
Non-De Minimis Transactions |
||
7 Calendar Days Prior to Day of Pre-Clearance |
None | Trades for Clients | ||
Day of Pre-Clearance |
None | Orders / Trades for Clients, up until the time of Pre-Clearance | ||
7 Calendar Days After Day of Pre-Clearance |
None | None |
B. Blackout Periods Portfolio Holdings Taiwan
For Access Persons / Investment Persons located in Taiwan, all transactions will be deemed non-De Minimis Transactions. Furthermore, the Blackout Period rules for Investment Persons will apply for both Access Persons / Investment Persons.
Senior Management, Department Heads and Portfolio Managers located in Taiwan are prohibited from purchasing or selling a security that is held by a Client portfolio or a local fund for which AllianzGI Taiwan serves as a portfolio manager.
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Internal |
C. Special Restriction Japan
Research Analysts located in Japan may not purchase or sell a security if the Research Analyst covers the same or an Equivalent Security of the issuer within one month prior to the day of pre-clearance, on the day of pre-clearance or within 7 calendar days after the day of pre-clearance.
VII. Liquidation Exemption from the Blackout Periods17
Access Persons / Investment Persons may sell up to 5,000 shares of any security, and not be subject to the applicable Blackout Periods described in this section, provided the following conditions are satisfied:
1. |
Such transactions may only be executed on dates pre-determined by the Company; |
2. |
A written notification of such trades must be submitted to the Compliance Department via email at least 2 weeks prior to the pre-determined trade dates; |
3. |
If the order is not completed by the bank, broker or financial advisor on the pre-determined trade date, the employee must cancel the remaining uncompleted order; and |
4. |
Access Persons / Investment Persons may only provide such notification for up to 6 transactions each calendar year regardless of whether or not the orders are executed. |
On the pre-determined trade date, you are required to pre-clear the transaction through the personal trading system. Compliance will review your request and approve it provided there are no conflicts with any other provisions of the Policy other than the Blackout Periods described in this section (e.g. Short-Term Trading Restriction).
Note that a liquidation exemption approval does not mean you are obligated to execute the trade.
VIII. Blackout PeriodsAllianz SE and Affiliated Securities
Access Persons / Investment Persons are prohibited from trading in Allianz SE shares (including ADRs) during certain periods of the year, generally surrounding the release of annual financial statements and quarterly results. This restriction also applies to debt instruments issued or guaranteed by Allianz SE, derivatives and other financial instruments linked to the above, as well as cash settled options or any kind of rights granted under compensation or incentive programs, which completely or in part refer to Allianz SE or other listed Allianz Group company shares or derivatives thereon.
The sale of shares from an Allianz ESPP account requires pre-clearance. Access Persons / Investment Persons are not permitted to sell shares of Allianz SE stock from an Allianz ESPP account during the blackout periods.
IX. Short-Term Trading Restriction and Holding Periods
Personal account dealings should focus on long-term investment and not on reaping the benefits of short-term price fluctuations by frequently executing transactions and counter transactions. Frequent personal trading can cause distraction from your responsibilities to the Company and, in turn, conflict with your fiduciary duty to the Companys Clients. Short-term trading also involves higher risks of front running and abuse of confidential information.
17 |
This Liquidation Exemption does not apply to Access Persons / Investment Persons located in Taiwan. |
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Internal |
The intraday trading prohibition, short-term trading restriction and holding periods described below are applicable across all of your reportable accounts and applicable to transactions in the same security. A series of purchases and sales is measured on a last-in, first-out basis (LIFO accounting method).
A. Intraday Trading Prohibition
Access Persons / Investment Persons are prohibited from the purchase and sale, and sale and purchase, of the same security, on the same day (intraday trading). This prohibition does not apply to Fully Exempt Transactions. Exceptions to this prohibition will only be granted in the case of extraordinary personal circumstances and subject to prior approval by Compliance.
B. Short-Term Trading Restriction18
In addition to the Intraday Trading Prohibition listed above, Access Persons / Investment Persons are prohibited from profiting from the purchase and sale (or in the case of short sales or similar transactions, the sale and purchase) of the same securities within 30 calendar days. If the purchase of a security is considered to be made on day 1, day 31 is the first day a sale of the security may be made at a profit.
Access Persons / Investment Persons are prohibited from opening a long position or a short position in an option or other security with an expiration date that is within 30 days from the opening date.
Unlike a holding period which requires you to hold a security for a certain time period, you may sell securities at a loss within 30 calendar days, however not intraday, (subject to pre-clearance, where applicable) without violating this restriction. Securities may also be repurchased within 30 calendar days of a sale provided there are no additional conflicts with this Policy19.
Any short-term trade that violates this restriction may be required to be unwound and / or any profits realized on the transaction may be required to be disgorged, as permissible by law.
The prohibition on short-term trading profits does not apply to Fully Exempt Transactions or Pre-Clearance Exempt Transactions.
C. Japan 6 Months Holding Period
Covered Persons located in Japan are prohibited from the purchase and sale (or in the case of short sales or similar transactions, the sale and purchase) of the same security within 6 months (i.e. 180 calendar days). Securities may be repurchased within six months of a sale provided there are no additional conflicts with this Policy.
D. Trading in Affiliated Open-End Funds
Access Persons / Investment Persons may not engage in transactions that are in violation of an Affiliated Open-End Funds stated policy as disclosed in its prospectus, statement of additional information, or other disclosure document, as applicable. This includes excessive trading in Affiliated Open-End Funds which is strictly prohibited. Please refer to the respective funds disclosure documents for further information.
18 |
The section on Short-Term Trading Restriction does not apply to Covered Persons located in Japan. |
19 |
Note that Access Persons / Investment Persons located in Taiwan are prohibited from repurchasing a security within 30 calendar days of a sale. |
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Internal |
X. Restricted / Watch Lists
From time to time, the Company may place restrictions on the personal trading activities of its Access Persons / Investment Persons in a security, including but not limited to ad hoc restrictions for securities of an issuer or shares of a fund and dividend blackout periods for Affiliated Closed-End Funds.
XI. Private Placements
Acquisitions of securities in a private placement are subject to special pre-clearance procedures. A private placement is the sale of securities to a relatively small number of select investors as a way of raising capital. A private placement is the opposite of a public issue, in which securities are made available for sale on the open market. Investments in hedge funds, private equity and private investments in public equities (PIPEs) are considered to be private placements.
Access Persons / Investment Persons are required to obtain prior approval for private placement investments. AGID Covered Persons and/or AGID Registered Representatives categorized as Non-Acess Persons are also required to obtain prior approval for private placement investments. Approval will not be given if: (1) the investment opportunity is suitable for Clients; (2) the opportunity to invest has been offered to you solely by virtue of your position with the Company; or (3) the opportunity to invest could be considered a favor or gift designed to influence your judgment in the performance of your job duties or as compensation for services rendered to the issuer.
You must provide documentation supporting your investment in the private placement to the Compliance Department upon completion of your investment. You must also notify Compliance if there are any changes in the circumstances of your private placement investment (e.g. liquidation of the investment or dissolution of the Company). Additional contributions to an existing private placement must be pre-cleared as a new private placement investment. For initial public offerings stemming from an existing private placement, refer to the Chapter XII. Public Offerings.
XII. Public Offerings
Acquisitions of securities in a public offering are subject to special pre-clearance procedures. A form for pre-clearance of the purchase of securities that are the subject of public offerings is located in the personal account dealing system.
Public offerings give rise to potential conflicts of interest that are greater than those present in other types of personal securities transactions since such offerings are generally only offered to institutional and retail investors who have a relationship with the underwriters involved in the offering. In order to preclude the possibility of Access Persons / Investment Persons profiting from his / her position with the Company, the following rules apply to public offerings, with the exception of Covered Persons located in Japan where participation in all public offerings is prohibited.
A. |
U.S. Initial Public Offerings Equity Securities |
You are prohibited from purchasing equity and equity-related securities in initial public offerings (IPOs) of those securities in the U.S., whether or not the Company is participating in the offering on behalf of its Client accounts.
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Internal |
B. |
Non-U.S. Initial Public Offerings Equity Securities |
Subject to pre-clearance approval, you are generally permitted to purchase equity and equity-related securities in IPOs of those securities outside of the U.S., if a retail tranche of such IPOs is available and such a subscription does not result in any potential conflicts with our Clients interests.
C. |
Secondary Offerings Equity Securities |
Subject to pre-clearance approval, you are generally permitted to purchase equity and equity-related securities in secondary offerings of those securities if the Company does not hold the security on behalf of its Client accounts, and if no portfolio manager of the Company wishes to participate in the offering for Client accounts.
D. |
Debt Offerings |
Subject to pre-clearance approval, you are permitted to purchase debt securities in public offerings of those securities, unless the Company is participating in that offering on behalf of its Client accounts.
E. |
Exceptions to the above provisions regarding Offerings |
The above provisions do not apply to: (1) participation in offerings based on the issue of rights, allocated pro rata, to existing shareholders; (2) investments in public offerings by a spouse, provided the investment pertains to the spouses firm of employment; or (3) investments in public offerings if such an investment is available to you as a result of your existing investment in a private placement.
XIII. Reportable Accounts
Access Persons / Investment Persons are required to disclose their brokerage accounts, and any other accounts that they maintain in connection with their personal account dealings to the Compliance Department within 10 calendar days (1) of hire with the Company; (2) of becoming an Access Person / Investment Person due to a category change under Chapter II of this Policy; and (3) of opening a new account20.
The following personal accounts are required to be reported under this Policy:
1. |
Accounts in the name of, or for the direct or indirect benefit of (1) you; or (2) a closely connected person, such as your spouse, domestic partner, minor children and other relatives living in the same household, as well as (3) accounts over which you exercise, or have the legal ability to exercise, investment discretion or trading authority, regardless of Beneficial Interest; |
2. |
Accounts that are fully managed by a third party where you do not have discretion over investment selections for the account through recommendation, advice, pre-approval or otherwise. You may be asked to provide verification that the account is fully managed by the third party; |
3. |
Accounts that you may use to hold reportable securities under the Policy, even if the account currently only holds Fully Exempt Transactions; |
20 |
Please refer to the Appendix for a reportable accounts guide. |
33 | ||||
Internal |
4. |
Allianz Plan accounts (e.g. Allianz Employee Stock Purchase Plan) in locations in which there are separate accounts for that purpose; and |
5. |
Accounts of Investment Clubs of which you are a member. |
A. |
Designated Banks / Broker-Dealers |
A Designated Bank / Broker-Dealer is one for which the Compliance Department receives automated electronic trade confirmations and / or account statements directly from the bank / broker-dealer, thereby eliminating the need for you or your broker-dealer to submit copies of these documents in paper format.
A list of available Designated Banks / Broker-Dealers applicable to Access Persons / Investment Persons by region, where applicable, can be found on the landing page of the personal account dealing system.
Note that if you open a new account with a Designated Bank / Broker-Dealer, you must promptly notify the Compliance Department in writing of the new account and provide the account details in order to ensure that the account is linked to the Companys electronic feed.
B. |
U.S. Non-Designated Banks / Broker-Dealers |
Access Persons / Investment Persons located in the U.S. are required to maintain their reportable accounts with a Designated Bank / Broker-Dealer, unless they have submitted an exception request in writing and received approval from the Compliance Department to maintain the account(s) with a non-Designated Bank / Broker-Dealer. Temporary Employees, however, are not subject to this requirement and may hold accounts outside of the Designated Bank / Broker-Dealers without obtaining prior approval.
Certain limited exceptions may be granted that would allow you to maintain a reportable account with a non-Designated Bank / Broker-Dealer.
You must submit a request in writing to the Compliance Department if you want to open or report a new account with a non-Designated Bank / Broker-Dealer, prior to opening the account. The notification must include the name of your bank / broker-dealer, the type of account and the reason(s) for requesting the exception. If you are a new Access Person / Investment Person, you are required to transfer your reportable accounts to a Designated Bank / Broker-Dealer within a reasonable period of time from the commencement of your employment with the Company or from the date you become an Access Person / Investment Person resulting from a change in your category classification, unless you have been granted an exception for the account(s).
If the circumstances of the non-Designated Bank / Broker-Dealer account change in any way, it is your responsibility to notify the Compliance Department immediately. Please note that the nature of the change in circumstances reported may cause the Designated Bank / Broker-Dealer exception to be revoked. Also note that an exception request must be made for each account to the Compliance Department. You may not assume that because an exception was granted in one instance that you would necessarily be permitted to open a new account with the same non-Designated Bank / Broker-Dealer or another non-Designated Bank / Broker-Dealer.
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Internal |
C. |
Europe and Asia Pacific Non-Designated Banks / Broker-Dealers |
Access Persons / Investment Persons need to disclose to Compliance any brokerage accounts that are reportable under this Policy. To this effect, Access Persons / Investment Persons will use the account set-up functionality in the personal account dealing system in order to report such accounts. You will find instructions regarding the set-up of a trading account on the landing page of the personal account dealing system.
D. |
Note on Accounts with Non-Designated Banks / Broker-Dealers |
Compliance reserves the right to refuse new account openings which are deemed inappropriate.
XIV. Report of Personal Securities Transactions
Access Persons / Investment Persons are required to authorize their bank, broker or financial advisor to systematically report any and all transactions in reportable accounts to the Compliance Department, unless such bank, broker or financial advisor is considered a Designated Bank / Broker-Dealer as described above. In the event that the bank, broker or financial advisor is unable to fulfill this requirement and the Access Person / Investment Person was nevertheless permitted to keep the account, it is the responsibility of the Access Person / Investment Person to promptly provide transaction confirmations, contract notes and statements (as applicable) to the Compliance Department.
Compliance may only use the information provided to monitor Personal Account Dealings. Compliance will not provide access to the information to other employees within the Company unless it is necessary to address a potential conflict with or breach of this Policy. In such cases, the information may be shared with the Access Persons / Investment Persons manager(s), Members of the Board, Audit, or the Human Resources Department. The information will not be disclosed to any third party unless the Company is compelled to disclose the information pursuant to applicable law, regulation, court order or other legal or regulatory process (e.g., in response to a request by the Companys regulator). The personal account dealing system vendor may access such data as part of its technical service function.
A. |
U.S. Report of Personal Securities Transactions |
Access Persons / Investment Persons are required to provide quarterly reports of personal securities transactions no later than 30 days after the close of each calendar quarter. With respect to accounts held with a Designated Bank / Broker-Dealer, no action is required by you. With respect to accounts held with a Non-Designated Broker-Dealer, you are required to submit duplicate trade confirmations and / or account statements, either on monthly or on a quarterly basis (depending on the time frame for which a statement is generated by the broker-dealer), to the Compliance Department no later than 30 days after the end of the calendar month or calendar quarter, as applicable. In the event that the broker-dealer is unable to routinely mail the documents to the Company, you are required to provide the documents to the Compliance Department by the deadline.
B. |
Europe Report of Personal Securities Transactions |
Access Persons / Investment Persons carrying out transactions related to their reportable accounts, as defined above, must ensure that banks / brokers systematically report reportable transactions in these accounts to Compliance. Where this is not possible for legal reasons, Access Persons / Investment Persons will report such transactions immediately after execution to Compliance and provide Compliance with an annual list of transactions issued by their bank or broker.
35 | ||||
Internal |
In addition, it is the responsibility of Access Persons / Investment Persons to input their reportable personal account trades into the personal account dealing system promptly upon receipt of the contract note. You will find respective instructions on the landing page of the personal account dealing system.
In addition, Associated Persons of Allianz Global Investors U.S. LLC (AllianzGI U.S.) and selected other Access Persons / Investment Persons may be requested by Compliance to provide Quarterly Transaction Reports not later than 30 days after the close of the calendar quarter in which the transaction takes place.
C. |
Asia Pacific Report of Personal Securities Transactions |
Access Persons / Investment Persons carrying out transactions related to their reportable accounts, as defined above, must ensure that banks / brokers systematically report reportable transactions in these accounts to Compliance. With respect to trading accounts with banks / brokers which do not provide automatic duplicate contract notes and regular statements to Compliance, Access Persons / Investment Persons are obliged to provide a copy of the contract notes and regular statements to Compliance on a timely basis.
In addition, it is the responsibility of Access Persons / Investment Persons to input their reportable personal account trades into the personal account dealing system promptly upon receipt of the contract note. You will find respective instructions on the landing page of the personal account dealing system.
Access Persons / Investment Persons located in Asia Pacific are required to confirm and certify the personal securities transactions through the personal account dealing system on a quarterly basis no later than 30 calendar days after the close of the calendar quarter.
For Taiwan, this is a monthly requirement which must be completed within 10 calendar days after the month end, if there were reportable transactions during the respective month.
For Korea, reports of detailed transactions are required on a monthly basis for Investment Persons and on a quarterly basis for Access Persons other than Investment Persons.
XV. Initial and Annual Report of Holdings
Access Persons / Investment Persons located in the U.S. and Asia Pacific as well as Associated Persons of AllianzGI U.S. located in Europe are required to disclose to their respective Compliance Departments their personal securities holdings (1) within 10 days of hire with the Company; (2) within 10 days of becoming an Access Person / Investment Person due to a category change under Chapter II of this Policy; (3) within 10 days of becoming an Associated Persons of AllianzGI U.S.; and (4) on an annual basis within 45 calendar days after each year end.
XVI. Initial and Annual Certification Requirements
The Company provides each Covered Person with a copy of this Policy, at a minimum, upon hire and whenever material changes are made to the Policy. Covered Persons may be required to acknowledge receipt of the Policy. In addition, Covered Persons are required to annually certify their compliance with the provisions contained herein.
36 | ||||
Internal |
In addition to compliance with this Policy, there are other annual attestations required to be completed by you pertaining to this Policy which may vary by region. Your local Compliance Department will provide you with notification of, and instructions pertaining to, your annual certification requirements.
XVII. Exemptions from this Policy
You may apply for an exemption from a provision of this Policy by making a request in writing to the Compliance Department.
No exemptions may be granted for those sections of this Policy that are mandated by regulation.
XVIII. Consequences of Violations of this Policy
Compliance with this Policy is considered a basic condition of employment with the Company. We take this Policy and your obligations under it very seriously. A potential violation of this Policy may constitute grounds for remedial actions, which may include, but are not limited to, a letter of caution, warning or censure, recertification of the Code of Ethics (including this Policy), disgorgement of profits, suspension of trading privileges, termination of officer title, and / or suspension or termination of employment, as permissible by law. Situations that are questionable may be resolved against your personal interests. Violations of this Policy may also constitute violations of law, which could result in criminal or civil penalties for you and the Company.
XIX. Questions Concerning this Policy
Given the seriousness of the potential consequences of violations of this Policy, all employees are urged to seek guidance with respect to issues that may arise. Determining whether a particular situation may create a potential conflict of interest, or the appearance of such a conflict, may not always be easy, and situations inevitably arise from time to time that require interpretation of this Policy as related to particular circumstances. If you are unsure whether a proposed transaction is consistent with this Policy, please contact the Compliance Department before initiating the transaction.
XX. Glossary of Terms
The following definitions apply to terms that appear in this Policy.
Affiliated Closed-End Funds
Includes all Closed-End Funds launched or managed by the Company. Closed-End means that the fund does have restrictions on the amount of shares it will issue. Closed-End Funds launched or managed by Pacific Investment Management LLC (PIMCO) are not included for purposes of this definition.
Affiliated Funds
Includes all funds launched or managed by the Company, including but not limited to, open-end funds and closed-end funds. Funds launched or managed by PIMCO are not included for purposes of this definition.
Affiliated Open-End Funds
Includes all open-end funds launched or managed by the Company. Open-End means that the fund does not have restrictions on the amount of shares it will issue. Open-end funds launched or managed by PIMCO are not included for purposes of this definition.
Affiliated U.S. Registered Closed-End Funds
Closed-end funds that are advised by AllianzGI U.S., and/or distributed by AGID.
37 | ||||
Internal |
AGID Registered Representative
A Covered Person who is a Registered Representative of AGID. A registered representative (also called a general securities representative) is licensed to sell Securities in the U.S and generally involves Covered Persons engaged in sales, trading and investment banking activities. A registered representative must be sponsored by a broker-dealer and pass the FINRA-administered Series 7 examination (known as the General Securities Representative Exam) or another Limited Representative Qualifications Exam. Some state laws and broker-dealer policies also require the Series 63 examination.
Associated Person
Associated Persons of AllianzGI U.S. include Allianz Global Investors GmbH (AllianzGI GmbH), Allianz Global Investors Singapore Limited (AllianzGI Singapore), Allianz Global Investors Japan Co., Ltd. (AllianzGI Japan), Allianz Global Investors Asia Pacific Limited (AllianzGI AP), risklab GmbH (risklab) and personnel of AllianzGI GmbH, AllianzGI Singapore, AllianzGI Japan, AllianzGI AP and risklab whose functions or duties relate to the determination and recommendations that AllianzGI U.S. makes to its U.S. Clients or who have access to any information concerning which securities are being recommended to U.S. Clients of AllianzGI U.S. prior to the effective dissemination of the recommendations. Covered Persons will be informed by the local Compliance Department if they are deemed to be an Associated Person of AllianzGI U.S.
Beneficial Interest
You will generally be deemed to have beneficial interest of securities held by closely connected persons to you (such as members of your immediate family sharing the same household and other individuals for whom you provide significant economic support), and securities held in investment vehicles for which you serve as general partner or managing member. You are also considered to have beneficial interest of securities held in a trust where (1) you act as trustee and either you or members of your immediate family have a vested interest in the principal or income of the trust; or (2) you act as settlor of a trust, unless the consent of all of the beneficiaries is required in order for you to revoke the trust.
In general, you may be deemed to have beneficial interest of a security if you have the power to sell or transfer the security or you have the power to direct the sale or transfer, if you have the power to vote the security or direct the power of the vote, or if you have an economic interest in the security.
The terms beneficial interest and beneficial ownership are defined in relevant securities laws and can be complicated. Whether a Covered Person has beneficial interest should be determined on the facts and circumstances of a particular transaction, and not simply on the basis of the legal form of the interest derived from such transaction.
Clients
Accounts and funds that are managed, advised and sub-advised by the Company.
Covered Persons
All officers, directors and employees of the Company, including Temporary Employees.
Equivalent Security
For purposes of the blackout period in connection with Client orders and trades, equivalent security means any option, warrant, preferred stock, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege at a price related to the value of the underlying security, or similar securities with a price derived from the value of the underlying security, or different share classes of the same issuer. As examples, Allianz SE common shares and an Allianz SE call option are deemed to be equivalent securities, and Berkshire Hathaway Inc. Class A shares and Berkshire Hathaway Inc. Class B shares are deemed to be equivalent securities. However, note that different corporate bonds and government bonds are not considered equivalent securities for purposes of the blackout period as they are viewed by each issue individually and not by the issuer of the bond. A corporate bond and a stock of the same issuer are not considered equivalent securities.
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Internal |
Team
A Team refers to a group of Investment Professionals who have direct responsibility for the implementation of a strategy or exercise direct discretion over an account or subaccount.
Temporary Employees
Includes interns, temps, consultants and contractors on assignment with the Company.
39 | ||||
Internal |
Appendix
Quick Reference Guide for Securities subject to Pre-Clearance, Reporting and Short-Term
Trading Restrictions
The following chart describes certain types of securities and whether such securities are subject to the pre-clearance, reporting and Short-Term Trading Restriction under this Policy. Please note that this list is not intended to be a comprehensive list of every type of security.
Abbreviations used in table below:
|
AP: Access Person, see Chapter II for details |
|
AsiaPac: Asia Pacific |
|
Associated Person: Associated Person of AllianzGI U.S. |
|
CP: Covered Person, see Chapter XX for details |
|
EU: Europe |
|
IP: Investment Person, see Chapter II for details |
|
JP: Japan |
|
STTR: Short-Term Trading Restriction, see Chapter IX for details |
|
TW: Taiwan |
|
US: United States |
Description |
Pre-Clearance, see Chapter IV and V |
Reporting, see Chapter XIII - XV |
STTR, see Chapter IX
|
|||
ADRs (American Depositary Receipt) | Yes | Yes | Yes | |||
Affiliated Closed-End Funds | Yes | Yes | Yes | |||
Affiliated Open-End Funds21 |
US / EU: No
AsiaPac: Yes for CP located in TW where any fund managed by AllianzGI TW is subject to Pre-Clearance, No for all others |
Yes |
US / EU: No
AsiaPac: Yes for CP located in TW where any fund managed by AllianzGI TW is subject to STTR, No for all others |
|||
Agency Securities (FNMA, GNMA, FHLMC, etc.) | Yes | Yes | Yes | |||
Allianz Fund Invest products (available in Europe only) | No | No | No | |||
Asset / Mortgage / Credit Backed Securities | Yes | Yes | Yes | |||
Bankers Acceptances | No | No | No | |||
Certificates of Deposit | No | No | No |
21 |
Transactions in Affiliated Funds in the Deferral into Funds and the U.S. Allianz 401(k) accounts are not required to be pre-cleared or reported directly by Covered Persons, however statements of such accounts may be reviewed by Compliance. In Europe, this review will be limited to accounts of Associated Persons of AllianzGI U.S. |
40 | ||||
Internal |
Description |
Pre-Clearance, see Chapter IV and V |
Reporting, see Chapter XIII - XV |
STTR, see Chapter IX note the local requirements for JP and TW |
|||
Commercial Paper | No | No | No | |||
Commodities, Commodities Futures, Commodities Options, and Currency Futures | No | No | No | |||
Common Stock and derivatives thereon | Yes | Yes | Yes | |||
Convertible Bonds | Yes | Yes | Yes | |||
Contracts for Differences or spread bets linked to a security or other financial instrument | Depending on underlying | Depending on underlying | Depending on underlying | |||
Corporate Bonds | Yes | Yes | Yes | |||
Enterprise Investment Schemes (UK only) | No | Yes | No | |||
Equity Linked Notes on single stocks | Yes | Yes | Yes | |||
Foreign Currency Options | No | No | No | |||
GDR (Global Depositary Receipt) | Yes | Yes | Yes | |||
Index Options, Index Futures and other securities with an index as underlying, e.g. unaffiliated Exchange Traded Notes (ETN) | No | Yes | No | |||
Initial Public Offerings (IPOs) | Yes | Yes | Yes | |||
Note: prohibited in JP | Note: prohibited in JP | Note: prohibited in JP | ||||
Instruments issued by the national governments of the G8 member countries, (Canada, France, Germany, Italy, Japan, Russia U.K. and the U.S.) as well as Hong Kong, Korea, Singapore and Taiwan, and the related derivatives | No | Yes | No | |||
Money Market Funds, including Affiliated Money Market Funds | No | No | No | |||
TW CP: Yes for funds managed by AllianzGI TW | TW CP: Yes for funds managed by AllianzGI TW | TW CP: Yes for funds managed by AllianzGI TW | ||||
Municipal Bonds | Yes | Yes | Yes | |||
Ordinary Shares and derivatives thereon | Yes | Yes | Yes | |||
Plan dEpargne Entreprise (PEE) or a Plan dEpargne Groupe (PEG): Sales of the French Funds (FCPE) invested exclusively in Allianz SE shares acquired in the context of a PEE or PEG (France only) | Yes (sale only) | Yes | Yes | |||
Preferred Stock and derivatives thereon | Yes | Yes | Yes | |||
Private Placements (including hedge funds, Private Equity and PIPEs) | Yes | Yes | Yes |
41 | ||||
Internal |
Description |
Pre-Clearance, see Chapter IV and V |
Reporting, see Chapter XIII - XV |
STTR, see Chapter IX note the local requirements for JP and TW |
|||
Real Estate Investment Trusts (REITs) | Yes | Yes | Yes | |||
Repurchase Agreements | No | No | No | |||
Secondary Offerings and Debt Offerings | Yes | Yes | Yes | |||
Supranational Bonds | Yes | Yes | Yes | |||
UK Investment Trusts (affiliated and unaffiliated) | Yes | Yes | Yes | |||
Unaffiliated Closed-End Funds | No | Yes | No | |||
Unaffiliated Exchange-Traded Funds (Unaffiliated ETFs) | No | Yes | No | |||
Unaffiliated Open-End Funds if the purchase or sale is not executed on an exchange | No | No | No | |||
Unaffiliated Open-End Funds if the purchase or sale is executed on an exchange | No | Yes | No | |||
U.S. Savings Bonds | No | No | No | |||
Warrants | Depending on underlying | Depending on underlying | Depending on underlying | |||
Zertifikate (e.g. Indexzertifikat, Bonuszertifikat, Aktienanleihe etc.) | Depending on underlying | Depending on underlying | Depending on underlying |
42 | ||||
Internal |
Quick Reference Guide for Reportable Accounts
The following chart describes certain types of accounts and whether such accounts are subject to the reporting provisions under this Policy. Please note that this list is not intended to be a comprehensive list of every type of account in every location.
Account Type |
Reportable |
Additional considerations |
||
All regions | ||||
Accounts that are fully managed by a third party where you do not have discretion | Yes |
Note that you need to inform Compliance of such accounts. However, transactions in such accounts are not reportable.
Restrictions may be placed on the trading of particular securities within a fully managed account due to regulatory requirements for certain Covered Persons. Covered Persons subject to this requirement will be notified by the Compliance Department. |
||
Accounts that you may use to hold reportable securities even if the account currently only holds Fully Exempt positions | Yes | |||
Allianz Equity Incentive | No | |||
Allianz Plan Accounts (e.g. Allianz Employee Stock Purchase Plan) | Yes | |||
Automatic Investment Plans | Yes | In locations where such plans are separate from other brokerage accounts. Includes Direct Stock Purchase Plans and Dividend Reinvestment Plans (DRIPs). | ||
Accounts for the direct or indirect benefit of you or a closely connected person | Yes | Only accounts for dealing in financial instruments | ||
Accounts over which you exercise or have the legal ability to exercise investment discretion or trading authority, regardless of Beneficial Interest | Yes | This includes Custodial Accounts and Trust Accounts | ||
Investment Club accounts | Yes | Only accounts for dealing in financial instruments | ||
Checking / Current Accounts | No | Provided the account has no brokerage capability | ||
Commodities Accounts that trade futures and options on a commodities exchange | No | In locations where such accounts are separate from other brokerage accounts | ||
Deferral into Funds Plan | Yes | Transactions in Affiliated Funds in the Deferral into Funds Plan are not required to be reported directly by Covered Persons, however statements of such accounts may be reviewed by Compliance. In Europe, this review will be limited to accounts of Associated Persons of AllianzGI U.S. | ||
Deferred Compensation Plan Accounts (Non-Allianz) | Yes | |||
Employee Stock Purchase Plans (Non-Allianz) | Yes | In locations where such accounts are separate from other brokerage accounts. Includes accounts that can only hold a companys restricted shares | ||
US specific | ||||
Allianz Asset Management of America L.P. 401(k) Plan | Yes |
43 | ||||
Internal |
Account Type |
Reportable |
Additional considerations |
||
Allianz Asset Management of America L.P. Roth 401(k) Plan | Yes | |||
Allianz Asset Executive Deferred Compensation Plan Account (DCP Account) | Yes | |||
AllianzGI Class A Shares Purchase Program (through BFDS) | Yes | |||
AllianzGI Institutional Shares Purchase Program (through BFDS) | Yes | |||
Allianz Institutional Shares Purchase Program (through Charles Schwab) | Yes | |||
Allianz Personal Choice Retirement Account (PCRA Account) | Yes | |||
CollegeAccess 529 Plan distributed by AGID | Yes | |||
MI 529 Advisor Plan distributed by AGID | Yes | |||
OklahomaDream 529 Plan distributed by AGID | Yes | |||
401(k) Plans and other Retirement and Savings Accounts (Non-Allianz) | Yes | |||
529 Plans (Non-Allianz) | No | |||
Fixed Annuity Accounts | No | |||
Individual Retirement Accounts (IRAs), including but not limited to: Rollover IRAs, Contributory IRAs, Roth IRAs, SEP IRAs and SIMPLE IRA Accounts | Yes | |||
Variable Annuity Accounts | Yes | |||
Germany specific | ||||
Allianz Fund Invest accounts | No | |||
Riester-Rente | No | Irrespective of type | ||
Rürup-Rente | No | Irrespective of type | ||
UK specific | ||||
Enterprise Investment Scheme (EIS) | Yes | |||
Individual Savings Accounts (ISAs) including Junior ISAs and Lifetime ISAs | Yes | |||
Self-invested Personal Pensions (SIPPs) | Yes | |||
France specific | ||||
PEE (Plan dEpargne Entreprise) or PEG (Plan dEpargne Groupe), when FCPE contained in is fully invested in Allianz shares (namely FCPE Actions Allianz) | Yes | |||
PEE (Plan dEpargne Entreprise), when SICAV or FCPE contained in are not fully invested in Allianz shares | No | |||
Italy specific | ||||
Accounts for mutual funds positions | Yes | Only for Affiliated Funds or unaffiliated funds traded on an exchange | ||
Hong Kong specific |
44 | ||||
Internal |
Account Type |
Reportable |
Additional considerations |
||
AllianzGI retirement schemes (i.e. Mandatory Provident Fund (MPF)/Occupational Retirement Scheme Ordinance (ORSO) Scheme) | No | |||
Japan specific | ||||
Nippon Individual Saving Accounts (NISAs) including Junior NISAs | Yes | |||
Defined Contribution and Defined Benefit pension schemes and any other pension schemes | No | |||
Korea specific | ||||
Individual Savings Accounts (ISAs) | Yes | |||
Defined Contribution pension scheme | No | |||
Employee Fund Savings Plan | Yes |
45 | ||||
Internal |
9 |
CODE OF ETHICS |
9.1 |
INTRODUCTION |
AXA IM, Inc. and all of its Employees owe a fiduciary duty to AXA IM, Inc.s clients. As a fiduciary, you must avoid activities, interests and relationships that may interfere or appear to interfere with making decisions in the best interests of AXA IM, Inc.s clients.
Accordingly and in order to comply the requirement set forth in Rule 204A-1 of the Advisers Act, AXA IM, Inc. has adopted this Code of Ethics (the Code) which:
|
Seeks to place the interests of AXA IM, Inc.s clients before the interests of any Employee; |
|
Imposes standards of business conduct for all Employees; |
|
Requires Employees to comply with the Federal Securities Laws; |
|
Regulates Employee personal securities transactions; |
|
Requires reporting and review of personal securities transactions; and |
|
Requires Employees to report violations of the Code and determines consequences for the failure to comply. |
Disciplinary action, up to and including discharge, may be taken against Employees who violate this policy. Violation of the laws prohibiting insider trading and tipping could both damage AXA IMs reputation and subject AXA IM to significant civil liability and fines. Additionally, employees violating the laws could face individual criminal penalties.
This Code uses various defined terms. Some of those terms are defined in the body of the Code. In addition, other terms are defined in the Definitions section found at the end of the Code.
9.1.1 |
Employees to Whom This Code Applies |
This entire Code applies to all Employees of AXA IM, Inc. except for certain of the reporting or preclearance portions of this Code, which apply only to Access Persons, as described below. Employees are reminded that they have access to this Code at all time through their own log-ins for the applicable compliance tools and or through the hard copies maintained in the office.
9.1.2 |
Business Conduct Standards |
Employees are required to comply with the fiduciary duties placed on investment advisers including but not limited to the following standards of conduct:
9.1.3 |
Do Not Engage in Fraudulent Activity |
Information obtained in the course of business activities for AXA IM, Inc., which is not otherwise generally available to the public, is proprietary and strictly confidential. In particular, no Employee shall (i) misuse material, non-public information whether obtained in the course of business activities for AXA IM, Inc. or otherwise; (ii) employ any device, scheme or artifice to defraud clients of AXA IM, Inc.; (iii) make any untrue statement of a material fact to clients or
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AXA Investment Managers Inc. Compliance Manual |
potential clients of AXA IM, Inc.; (iv) engage in any act, practice, or course of business which operates to defraud or deceive clients or potential clients of AXA IM, Inc.; (v) engage in any manipulative practice with respect to clients or potential clients of AXA IM, Inc.; or (vi) misappropriate any assets or investment opportunities of a client.
9.1.4 |
Unlawful Actions |
It is unlawful or any Employee, in connection with the purchase or sale, directly or indirectly, by the person of a Covered Security to be held or to be acquired by a AXA IM, Inc. Client Account:
|
To employ any device, scheme or artifice to defraud a Client Account; |
|
To make any untrue statement of a material fact to a Client Account or omit to state a material fact necessary in order to make the statements made to a Client Account, in light of the circumstances under which they are made, not misleading; |
|
To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on a Client Account; or |
|
To engage in any manipulative practice with respect to a Client Account. |
All Employees and other third parties in which these policies and procedures are applicable are hereby put on notice that violations of applicable laws, regulations and internal rules (in particular where such violations are committed on a knowing, intentional or grossly negligent basis) will be subject to sanctions, including termination of employment.
9.1.5 |
Place the Interests of Client Accounts First |
AXA IM, Inc. has a fiduciary duty to place at all times the interests of AXA IM, Inc.s clients first. As fiduciaries you must scrupulously avoid serving your own personal interests ahead of the interests of AXA IM, Inc.s clients. You may not cause a client to take action, or not to take action, for your personal benefit rather than the benefit of the client.
9.1.6 |
General Requirements for Employees Securities Transactions |
AXA IM employees are permitted to invest for their own account, provided that such investment activity must always comply with applicable laws and regulations, and must be carried out in a manner consistent with AXA IMs policies and procedures. In addition, personal securities transactions must avoid even the appearance of a conflict of interest. The procedures and guidelines below establish the oversight, reporting obligations and additional rules of conduct which must be adhered to by AXA IMs employees as determined by the management of AXA IM, including but not limited to those employees that may have potential access to current portfolio trading information.
Pre-clearance and reporting of personal securities transactions/holdings and other rules under this policy do not relieve employees from responsibility for compliance with the proscriptions against insider trading and tipping set forth in Section 10.
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AXA Investment Managers Inc. Compliance Manual |
All requirements of this policy pertain to each employees transactions and transactions of Access Person Accounts, which includes the employee, his/her spouse, minor child, other household members, accounts subject to an employees discretion and control, or other accounts in which an employee may have a beneficial interest and/or the ability to influence transactions or control (Section 9.2).
9.1.7 |
Confidentiality |
Employees must maintain the confidentiality of sensitive non-public and other confidential information entrusted to them by AXA IM, Inc. or AXA Group or their respective customers and must not disclose such information to any persons except when disclosure is authorized by AXA IM, Inc. or mandated by law other than to (1) other Employees who have an need to know in connection with their duties, or (2) persons outside AXA IM, Inc. (such as attorneys, accountants or other advisers) who need to know in connection with a specific mandate or engagement from AXA IM, Inc. or AXA Group or who otherwise have a valid business or legal reason for receiving it and have executed appropriate confidentiality agreements. Confidential information includes all non-public information that might be of use to competitors, or harmful to AXA IM, Inc. or AXA Group or their respective customers, if disclosed. It also includes our intellectual property (such as confidential product information, trade secrets, patents, trademarks, and copyrights), business, marketing and service plans, databases, records, salary information, unpublished financial data and reports as well as information that joint venture partners, suppliers or customers have entrusted to us. The obligation to preserve confidential information continues even after your employment with AXA IM, Inc. ends.
9.1.7.1 |
Confidentiality of Material Non-Public Information (MNPI) |
To safeguard confidential information, Employees should observe the following procedures to ensure that the MNPI is not leaked, shared or accessible beyond the AXA-IM US persons with a need to know:
In most instances, the PMs execute / agree to confidential restrictions in order to receive / discuss such information from the origination or other private sources and Compliance reviews and approves these agreements, as applicable.
The MNPI is logged into MCO, which identifies / and flags:
|
the issuer / public entity name; |
|
the PMs that have access to the MNPI; |
|
the circumstances, source(s) and circumstances in which the MNPI was obtained; |
|
the date when it was received and when it is anticipated to expire; and |
|
for Compliance maintenance, the name /ticker of the issuer. |
Compliance reviews the MCO submission and either approves or denies it. If denied, Compliance then follows up with the submitting PM(s) to obtain the missing info / address the questions resulting in the denial. If approved, the name(s) are:
|
entered on the Restricted List (RL) maintained within MCO, as well as the appropriate AXA IM, Inc. internal systems; |
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AXA Investment Managers Inc. Compliance Manual |
|
fed to operations and trade support, who then code the names into the front office, middle office and trade support systems; |
|
activated so that trades in the newly listed RL names are flagged and blocked by the systems until the name is removed from the RL; |
|
restricted such that access to the RL is limited to the named US PMs, the US trading desk and related US operational support staff and cant be accessed by the UK (other foreign PMs / trading desks); and |
|
fed into post trading system, which is limited in its use and accessibility through a licensing system such that it cant be accessed by the UK (other foreign PMs /trading desks) to ensure there is also a post trade review. |
The MNPI is maintained on the AXA IM, Inc. US network, which is inaccessible to all but a limited number of specific non-US AXA IM staff. In order to secure the MNPI from even those limited Employees referenced above, the PMs will be instructed to save all MNPI in specific, dedicated folder(s) that have been restricted such that no access may be permitted outside previously authorized users. This includes executives outside the AXA IM US network that may otherwise have access to the AXA IM US network. The access is blocked in real time for all non-US AXA IM staff. If any inquiries are made from non-US AXA IM staff concerning names in which the US maintains MNPI, no information shall be given or discussed.
AXA IM, Inc. staff shall contact US Compliance immediately to discuss if any other non-US AXA IM staff (e.g., other foreign PMs / trading desks) should be restricted. If in the rare instance non-US AXA IM staff contact the AXA IM, Inc. US PMs / traders to discuss a particular issuer or entity in any amount of material detail and that issuer or entity happens to be on the RL, then AXA IM, Inc. will be obligated to inform Compliance of that discussion and the specific desk that made such inquiries will have to be restricted. Compliance will liaison with its own compliance counterparty to ensure the restriction is effective.
For further details on the treatment of material non-public information and recommendations, please refer to the Insider Trading Policy.
9.1.7.2 |
Confidentiality Arrangements |
Special confidentiality arrangements may be required for certain parties, including outside business associates and governmental agencies and trade associations, seeking access to material non-public information.
Papers relating to non-public matters should be appropriately safeguarded. Appropriate controls for the reception and oversight of visitors to sensitive areas should be maintained. Sensitive business conversations, whether in person or on the telephone, should be avoided in public places and care should be taken when using portable computers and similar devices in public places. Finally, e-mail messages and attachments containing material non-public information should be treated with similar discretion and awareness of the recipients.
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AXA Investment Managers Inc. Compliance Manual |
9.1.8 |
Compliance with Federal Securities Laws |
Employees must obey all laws and regulations applicable to AXA IM, Inc.s business, including but not limited to, the Federal Securities Laws. Employees are responsible for reading, knowing and adhering to AXA IM, Inc.s compliance policies which implement the mandates of these laws. In addition, AXA IM, Inc. expects all Employees to exercise sound judgment in the performance of their duties. If in doubt about the legality or ethics of any conduct, please contact Compliance to request guidance.
9.1.9 |
Compliance with Foreign Corrupt Practices Act |
Employees should be aware that practices that may be acceptable in the commercial business environment (such as providing certain transportation, meals, entertainment and other things of normal value), may be entirely unacceptable and even illegal when they relate to government employees or others who act on the governments behalf. Therefore, Employees must be aware of and adhere to the relevant laws and regulations governing relations between government employees and customers and suppliers in every country where AXA IM, Inc. (or AXA Group) conducts business.
It is strictly against AXA Groups policy for Employees to give money or gifts to any official or any employee of a governmental entity if doing so could reasonably be construed as having any connection with AXA Groups business relationship. Such actions are prohibited by law in many jurisdictions. It is the responsibility of all Employees to adhere to the laws and regulations applicable in the jurisdictions where they do business.
For further guidance on donations to domestic political campaigns, please refer to AXA IM, Inc.s Policies and Procedures on Pay-to-Play.
9.1.10 |
Violation Summary |
In the event that there has been a violation of the Code, the Compliance Department generally adheres to the following set of principles in terms of disciplinary actions. However, this summary is not meant to capture any and all violations or other issues that may arise from the Code and the activities pursuant thereto. AXA IM and the Compliance Department specifically reserve and may utilize any and all remedial activities that it may have at its disposal to address such violations, including but not limited to the following assessments, those available by operation of company policies and procedures, by contract (if applicable) by applicable law (both criminal and civil) and any other applicable rule or regulation.
If there has been a breach of the Code, the following principles may apply:
|
First offense, compliance warning letter is issued to the offending party(s) and retained on file; |
|
Second offense of the same or similar breach, a second compliance warning letter is issued and filed, along with a written notice to the applicable manager(s) and / or the LCC, along with having to complete and recertify all applicable training; and |
|
Third offense of the same or similar breach, compliance warning letter is issued and filed, along with another written notice to the applicable manager(s) and / or the LCC. In addition to having to again complete and recertify all applicable training, the issue may be reported to the board of directors and human resources where there may be additional disciplinary measures taken. |
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AXA Investment Managers Inc. Compliance Manual |
9.1.10.1 |
Reporting of Violations |
If you become aware of any violation(s) or potential violation(s) of any of the provisions of this Code, you must report such violation(s) or potential violation(s) promptly to Compliance. Failure to report any violation(s) of this Code that you are aware of in a prompt manner will be considered itself a violation of this Code and subject to remedial action at the discretion of the Board. If in doubt about the legality or ethics of any conduct, please contact Compliance to request guidance. In addition you may use the escalation process set forth in the AXA IM Global Incident Escalation Standard. If you have witnessed a violation of Federal Securities Law you may be eligible to participate in the SECs whistle blowing program that went into effect on or about August, 2011. Under this program, the SEC may pay a monetary reward to qualified whistleblowers for the voluntary provision of original information about a violation of federal securities law to the SEC. Please see Section 3.3 for further information regarding AXA IM, Inc.s whistleblower policy.
9.2 |
PERSONAL TRADING ACTIVITY |
All staff members personal securities transactions must be conducted in such a manner to avoid any actual, potential or perceived conflict of interest or any abuse of an individuals position of trust and responsibility. Accordingly, you must comply with the personal trading policies and procedures set forth in the Code and you must be aware that any and all violations of the Code (both material and immaterial) and/or personal trading or transactional activities executed outside of the obligations contained within such Code may be reported to the LCC or the board of directors, of both.
9.2.1 |
Prohibition Against Fraudulent Trading Activity |
As a general matter, it is a violation of federal law and the policies of AXA IM, Inc. for any of its Employees to engage in any act, practice or course of business in connection with the purchase or sale of any securities for an Employee Account which violates any of the Federal Securities Laws designed to prevent fraudulent, deceptive, or manipulative acts. Two common examples of such prohibited activities are described below. However, any fraudulent practice in connection with the purchase or sale of securities for Employee Accounts is prohibited by the Federal Securities Laws and AXA IM, Inc.
Employee Account is defined at the end of this Code. However, generally, it includes but is not limited to 1) each Employees personal account; and 2) any account of any member of an Employees family residing with him/her; or 3) any other account including a trust or partnership, over which the Employee or his or her family member exercises investment discretion.
9.2.2 |
Common Example of Fraudulent Personal Trading |
General Prohibition Against Front-Running
The practice of trading on the basis of the anticipated market effect of trades for Client Accounts, which is known as front-running, or scalping, is a violation of the Federal Securities Laws. Examples of front-running or scalping include:
1) |
An Employee Account uses knowledge of a future purchase of a security for a Client Account and acquires direct or indirect ownership in the security before the Client Account buys the security. |
2) |
An Employee Account uses knowledge of a future sale of a security by a Client Account and sells (short or long) the security before the Client Account sells the security. |
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AXA Investment Managers Inc. Compliance Manual |
While not considered front-running, using knowledge of upcoming AXA IM transactional activity to delay an intended personal securities transaction in the same issuer is also against the Personal Securities Trading Policy. Please note that the AXA IM Inc. Compliance Department reviews any correlation between firm and Employee trading activity in order to identify scenarios in which an Employee has traded the same issuer and/or assets in both the same or opposite direction of the firm. The Compliance Department reserves the right to make an independent inquiry to determine the facts of these scenarios.
9.2.3 |
General Prohibition Against Trading Client Accounts to Benefit Employees |
The practice of trading a Client Account for the purpose of benefiting an Employees Account is prohibited by the Federal Securities Laws. All Employees must understand that personal trading requests, in addition to other compliance, operational or risk controls, are also confirmed with the support of the operational team to ensure that there are no open, pending or other client order that could result in a prohibited activity or other prohibition. If such circumstances arise, then the Compliance Department reserves the right to not only deny the requested transaction, but also may make independent inquiry to determine the facts of the underlying request.
9.2.4 |
AXA Group Blackout Period |
The AXA Group Compliance and Ethics Guide (the Guide) includes a Policy Statement on Trading in AXA Group Securities (the Insider Trading Policy) which requires certain persons who have regular access to material non-public information about AXA not to trade (i.e. buy or sell including sales upon exercise of options) in AXA securities (i.e. ordinary shares, ADS, debt securities or derivatives) during the 30-day period before its annual or half year earnings releases and during the 15-day period before its quarterly financial information releases.
AXA IM has taken the decision to apply the AXA Group Blackout periods to all AXA IM employees globally. Consequently, transactions involving AXA securities are prohibited during the sensitive period which are communicated to all AXA IM employees once defined.
9.2.5 |
Ban on Short-Term Trading |
Employee Accounts are not allowed to profit from the purchase and sale, or sale and purchase, of the same security or to have a roundtrip purchase and sale of the same security within 60 calendar days without the prior consent of Compliance. For example, Compliance may acquiesce to such short-term trade if the sale is at a loss to the Employee Account. Any profits realized on such short-term trades may be required to be disgorged.
9.2.6 |
Additional Prohibited Transactions Personal Trading |
In addition to the prohibitions detailed above, Access Person Accounts are also prohibited from executing the following transactions:
|
A transaction would constitute Insider Trading |
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AXA Investment Managers Inc. Compliance Manual |
|
A security/issuer that is on the Restricted List or Watch List, as applicable |
|
Initial Public Offerings |
|
Short selling |
9.2.7 |
Pre-clearance of Personal Securities Transactions |
Access Persons must pre-clear all trades and or other private transactions in their Access Person Account including, without limitation, transactions in Initial Public Offerings, Limited Offerings, or private placements in the manner described below unless the trade falls under one of the exemptions described below or is otherwise specifically exempted by the Compliance from these requirements. However, these clearance requirements do not apply (i) to receipt of gifts or bequests of securities (i.e. those which are entirely not controlled by the owner of the Access Person Account) or (ii) to any of the applicable transactions listed within MCO. If any such pre-clearance request is granted, the permission is valid for 72 hours beginning when the approval was first granted. If any such approved trade requests are not executed within such 72 hour window, then all Access Person must resubmit the request for another preapproval before taking any further actions.
Except as otherwise set forth herein, before an Access Person or his or her family member executes a trade for an Access Person Account in a security, the Access Person must obtain consent from Compliance either in writing or through Compliances online portal. The designated compliance officer for preclearance may only grant such consent if the proposed trade does not violate the blackout period, described above in Section 9.2.4, above, and if the trade does not involve an issuer on the Restricted List. Before granting such consent the designated compliance officer for preclearance must also consider whether there is any other conflict of interest that should prevent the Access Person from transacting in the security.
9.2.8 |
Pre-notification of Certain Securities Transactions |
Before an Access Person or his or her family member executes a trade for an Access Person Account in one of the applicable securities listed within MCO, the Access Person must notify compliance of such transaction in writing, but does not need to obtain preclearance. Pre-notification is not required for the applicable transactions listed within MCO. However, if such pre-notified transaction are not executed within the aforementioned 72 hour period, then all Access Persons must resubmit the applicable pre-notification.
In general, pre-notification is required when you trade the following securities:
|
AXA IM managed mutual funds |
|
European style options |
|
OTC and organized market derivatives on stock indices and foreign currencies, including futures, options, warrants, contracts for difference and spread bets |
|
ETFs and iShares |
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AXA Investment Managers Inc. Compliance Manual |
9.2.9 |
Reporting of Personal Securities Transactions by Access Persons |
Persons are under a duty to complete and provide the reports described below unless specifically exempted by the Compliance Department.
9.2.10 |
Initial and Annual Holdings Reports |
All Access Persons are required to report or provide access to brokerage accounts and holdings in Covered Securities in which the Access Person has any direct or indirect Beneficial Ownership Interest.
For Access Persons with account(s) to which Compliance has been given access to review through Compliances online portal, such Access Persons must submit an electronic acknowledgement, within 10 days of becoming an Access Person and on annual basis in each year thereafter, confirming that each account to which Compliance has review access is the correct Access Person Account and that there are no accounts to which Compliance does not have review access. Access granted through mycomplianceoffice.com shall provide no less information than is required by the Initial and Annual Holdings Reports, as set forth below.
For Access Persons with accounts not described in paragraph (a) above, Initial Holdings reports must be submitted by such Access Person prior to 10 days of either starting employment or becoming an Access Person, with information current as of a date no more than 45 days prior to the date that person became an Access Person, and annually thereafter. Annual Holdings Reports must be submitted to Compliance on or before February 14 of each year and the information contained in the Annual Holdings Report must be current as of a date no more than 45 days prior to the date the Annual Holdings Report is submitted. The Initial and Annual Holdings Reports must contain, at a minimum, the following information:
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the title and type of Covered Security, and as applicable the exchange ticker symbol or CUSIP number; |
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number of shares, and principal amount of each Covered Security in which the Access Person has any direct or indirect Beneficial Ownership Interest; |
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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 |
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the date the Access Person submits the report. |
With respect to an account(s) in which the Access Person holds only Non-Reportable Securities, the Access Person need only provide: (i) the name of the broker-dealer or bank with whom the account is held; (ii) the account number; and (iii) the name on the account.
In lieu of providing information regarding required Covered Securities holdings and account information on the Initial and Annual Holdings Report, an Access Person may submit a duplicate account statement containing all the information required in the Report provided that the Access Person checks the appropriate box on the Initial and Annual Holdings Reports indicating that the Access Person has submitted the account statements and signs and submits such Reports and account statements in a timely manner. The Initial Holdings Report form and the Annual Holdings Report form are both contained in MCO. If you have a question about whether you have a Beneficial Ownership Interest in a security, please contact Compliance.
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9.2.11 |
Quarterly Transaction Reports |
Within 30 days after the end of each calendar quarter, each Access Person with an account not exempted from the list contained in MCO must complete and submit a Quarterly Transaction Report to Compliance (provided that he does not otherwise have access to the relevant Access Person Accounts through compliances online portal) that contains, at a minimum, the following information (if applicable) regarding each transaction in a Covered Security in which the Access Person has a Beneficial Ownership Interest:
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the date of the transaction; |
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the title, and as applicable the exchange ticker symbol or CUSIP number; |
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interest rate and maturity date; |
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number of shares, and principal amount of each Covered Security involved; |
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the nature of the transaction (i.e., purchase, sale, or any other type of acquisition or disposition); |
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the price of the Covered Security at which the transaction was effected; |
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the name of the broker, dealer or bank with or through which the transaction was effected; and |
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the date the Access Person submits the report. |
The Quarterly Transaction Report form is contained in MCO. If you have questions about whether you have a Beneficial Ownership Interest in a security, please contact Compliance.
9.2.12 |
Exceptions from Reporting Requirements |
An Access Person is not required to submit a transaction report with respect to transactions effected pursuant to an automatic investment plan.
9.2.13 |
Managed Discretionary Accounts |
A Managed Discretionary Account (MDA) is a personal brokerage account that is owned or controlled by an Access Person who authorizes a financial advisor, professional money manager, or portfolio manager to select assets and execute transactions within their account. Due to the setup of these accounts, Access Persons may have the ability to exert influence over the securities selection in these accounts. If an Access Person directly or indirectly influences transactions in their MDA, this account is considered to be an Access Person Account.
At the establishment of a MDA, and on an annual basis thereafter, Compliance must receive a Discretionary Account Letter and an Agreement from the third party manager / advisor, who manages account(s) on behalf of the Employee, or household member. At a minimum, the Discretionary Letter must state that the Access Person did not exercise direct or indirect influence or control over that trust or account. If necessary, Compliance may request additional information from the third-party manager, including but not limited to obtaining information about a trustee or third-party managers relationship to the Access Person.
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AXA Investment Managers Inc. Compliance Manual |
9.2.14 |
Mandatory Closing Out of Employee Positions |
AXA IM, Inc. reserves the right to require an Employee to liquidate or otherwise close-out a position in an Employees personal account at the Employees expense if it is determined that any of their investments violate any of the provisions of this Code. Even though a particular transaction may not be explicitly prohibited by this Code, AXA IM, Inc. reserves the right to restrict trading in any financial instrument and/or require an Employee to liquidate any position held in any Employee Account (whether at a profit or loss) and disgorge any profit earned.
9.2.15 |
Monitoring and Compliance Review |
Compliance shall review the account statements and the reports required to be made pursuant to the reporting section of this Code and the preclearance documents completed by Access Persons pursuant to Section 9.2.7 above. Following such review, Compliance may report findings to the Local Control Committee and/or the Board.
Compliance shall maintain a list of Access Persons as defined in Rule 204A-1 under the Act. Such list shall be updated as appropriate.
AXA IM, Inc. is required by law to keep a record of all violations of the Code including the failure by an Employee to submit a transaction or holding reports in the manner required by the Code. In addition, Employees should be aware that AXA IM, Inc. may also have a contractual and/or legal duty to report any such violations (both material or immaterial) to third parties, including, but not limited to clients. Any such reporting shall be done on an anonymous basis. Employees should also be aware that the SEC has access to such records during an examination or upon request.
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AXA Investment Managers Inc. Compliance Manual |
10 |
INSIDER TRADING |
10.1 |
PURPOSE |
AXA IM, Inc. is required to establish, maintain and enforce policies and procedures to prevent the misuse of material, nonpublic information (inside information). These requirements are included in the Insider Trading and Securities Fraud Enforcement Act of 1988. AXA IM, Inc. and its parent companies have established policies and procedures reasonably designed to prevent the misuse of inside information considering AXA IM, Inc.s business, structure, size and other relevant factors.
10.2 |
SCOPE |
10.2.1 |
Who Is an Insider? |
The concept of insider is broad. AXA IM, Inc. may be deemed an insider when it comes into possession of inside information through its various business activities. AXA IM, Inc. will remain an insider as long as it has inside information. Employees can also be insiders if they have inside information. In addition, a person can be a temporary insider if they enter into a special confidential relationship in the conduct of AXA IM, Inc.s affairs and as a result is given access to information solely for AXA IM, Inc.s purposes. A temporary insider can include, among others, AXA IM, Inc.s attorneys, accountants, consultants, bank lending officers, and the employees of such organizations. In addition, AXA IM, Inc. may become a temporary insider of a company it advises or for which it performs other services. The company must expect AXA IM, Inc. to keep the disclosed nonpublic information confidential and the relationship must at least imply such a duty before AXA IM, Inc. will be considered an insider. Insider can be also a person subject to The Stop Trading on Congressional Knowledge Act (STOCK Act) that prohibits members and employees of Congress from using non-public information derived from their official position for personal benefits.
10.2.2 |
What Is Material Information? |
Trading on inside information is not a basis for liability unless the information is material. Material information generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his investment decisions, or information that is reasonably certain to have a substantial effect on the price of the securities. Information that Employees should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidity problems, and extraordinary management developments. Material information does not have to relate to the companys business. For example, certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security has been considered material by U.S. courts. In one case, a Wall Street Journal (the WSJ) reporter was found criminally liable for disclosing to others the dates that reports on various companies would appear in the WSJ and whether those reports would be favorable or not.
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10.2.3 |
What Is Non-public Information? |
Information is nonpublic until it has been effectively communicated to the market place. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, or appearing in Dow Jones, Reuters Economic Services, The WSJ or other publications of general circulation would be considered public.
10.2.4 |
Prohibitions Relating to Insider Trading |
While the law concerning insider trading is not static, it is generally understood that the law prohibits:
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Trading by an insider, while in possession of material, nonpublic information. |
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Trading by a non-insider, while in possession of material, nonpublic information, where the information either was disclosed to the non-insider in violation of an insiders duty to keep it confidential or was misappropriated. |
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Communicating material, nonpublic information to others. |
10.2.5 |
General Policy |
AXA IM, Inc. strictly prohibits Employees from effecting securities transactions while in possession of inside information. If Employees receive inside information, they should immediately report the matter to Compliance for further review.
Employees who have inside information are prohibited from trading on that information, whether for the account of AXA IM, Inc. or any client, or their own account, any accounts in which they have a direct or indirect beneficial interest (including accounts for family members) or any other account over which they have control, discretionary authority or power of attorney.
Employees are also prohibited from disclosing such information to others. The prohibition against insider trading applies not only to the security to which the inside information directly relates, but also to related securities, such as options or convertible securities.
These procedures apply to all Employees.
10.2.6 |
Guidelines |
10.2.6.1 |
Learning of Inside Information |
It is not illegal to learn inside information. It is, however, illegal for Employees to trade on such information or to pass it on to others who have no legitimate business reason for receiving such information.
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10.2.6.2 |
The Restricted ListSteps to Follow If You Think You Have Inside Information |
If, after consideration of the above, you believe that you have learned inside information that is material and nonpublic, or if you have questions as to whether the information is material and nonpublic, you should contact Compliance immediately through the compliance portal at https://www.mycomplianceoffice.com/customer/portal:
In most instances, the PMs execute / agree to confidential restrictions in order to receive / discuss such information from the origination or other private sources and Compliance reviews and approves these agreements, as applicable.
The MNPI is logged into MCO, which identifies:
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the issuer / public entity name; |
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the PMS that have access to the MNPI; |
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the circumstances, source(s) and circumstances in which the MNPI was obtained; |
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the date when it was recd and when it is anticipated to expire; and |
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for Compliance maintenance, the name / ticker of the issuer. |
Compliance reviews the MCO submission and either approves or denies it. If denied, Compliance then follows up with the submitting PM(s) to obtain the missing info / address the questions resulting in the denial. If approved, the name(s) are:
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entered on the Restricted List (RL) maintained within MCO, as well as the appropriate AXA IM, Inc. internal systems; |
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fed to operations and trade support, who then code the names into the front office, middle office and trade support systems; |
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activated so that trades in the newly listed RL names are flagged and blocked by the systems until the name is removed from the RL; |
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restricted such that access to the RL is limited to the named US PMs, the US trading desk and related US operational support staff and cant be accessed by the UK (other foreign PMs / trading desks); and |
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fed into post trading system, which is limited in its use and accessibility through a licensing system such that it cant be accessed by the UK (other foreign PMs / trading desks) to ensure there is also a post trade review. |
The MNPI is maintained on the AXA IM, Inc. US network, which is inaccessible to all but a limited number of specific non-US AXA IM staff. In order to secure the MNPI from even those limited Employees referenced above, the PMs will be instructed to save all MNPI in specific, dedicated folder(s) that have been restricted such that no access may be permitted outside previously authorized users. This includes executives outside the AXA IM US network that may otherwise have access to the AXA IM US network. The access is blocked in real time for all non-US AXA IM staff. If any inquiries are made from non-US AXA IM staff concerning names in which the US maintains, no information shall be given or discussed.
AXA IM, Inc. staff shall contact US Compliance immediately to discuss if any other non-US AXA IM staff (e.g., other foreign PMs / trading desks) should be restricted. If in the rare instance non-US AXA IM staff contact the AXA IM, Inc. US PMs / traders to discuss a particular issuer or entity in any amount of material detail and that issuer or entity happens to be on the RL, then AXA IM, Inc. will be obligated to inform Compliance of that discussion and the specific desk that made such inquiries will have to be restricted. Compliance will liaison with its own compliance counterparty to ensure the restriction is effective. Finally, you must not trade the security or disclose the information you have learned without consulting Compliance.
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10.2.6.3 |
Departmental Access to MNPI and/or Confidential Information and Discussions between Asset Management Departments |
From time to time, select managers from different asset management departments may elect to share information, research, credit issues or other information concerning third party Issuers of both public and private securities. In addition, such managers may also want to access MNPI and/or private and confidential information on a specific Issuer, which would then require either the Issuer name to be included on the RL or the Watch List as per the procedures herein, as the case may be, or if the Issuer has not accessed the public markets, then the manager (and by association, AXA IM, Inc.) may be bound by other confidentiality and/or non-disclosure obligations. In either case, these procedures are intended to outline the manner in which such sharing and/or accessing shall be completed and monitored in order to ensure that AXA IM, Inc. or either of the respective asset management departments are not tainted, conflicted or in violation of applicable rules and regulations, as well as any agreed contractual obligations. All such discussions and or accessions are permissible if any and all information shared is either of a public nature if the subject Issuer has otherwise accessed the public securities markets or is not otherwise restricted by these policies or procedures or some other contractual or confidential obligations.
In the course of such information sharing and discussions, one of the asset management departments may have the opportunity or the business need to access either MNPI (if the Issuer has accessed the public markets) or private and confidential information (if the Issuer has not accessed the public markets, but has access to private or unregistered markets) of specific Issuers. In such a case, these procedures are designed to ensure that such departments are aware of the steps and actions that are required to be taken and when any sharing of information is permissible.
Therefore, these procedures are designed to: (a) learn about which Issuers any such department(s) may desire to access MNPI and/or private and confidential information; (b) ensure there is consistent agreement between any effected departments that such MNPI and/or private and confidential information can or should be accessed; (c) upon such agreement, integrate such Issuers into the Restricted List procedures and compliance oversight policies contained herein, and (d) address the manner in which such information may be shared across departments.
When a manager in a specific department decides that they would like to access MNPI and/or private and confidential information on a specific Issuer, then that manager shall liaise with their own department head (or their designee) and ensure that such a request is supported on an intra-department basis. If so, then the manager and the department head shall discuss the interest with all other department heads (or their designee) that may be impacted by such a decision to ensure that not only any such accession will be in the best interests of both AXA IM, Inc. and its clients, but also that it does not place unnecessary or unreasonable burdens on AXA IM, Inc., or any of its asset management departments.
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Following the meeting between the requesting department personnel and the personnel of any other impacted department(s), where the intent is to reach a firm-wide consensus on whether to access such MNPI and/or private and confidential information, the requesting department manager shall immediately notify the Compliance Department of the results of the meeting and the decision made. Please note that no access or sharing shall be permitted until the Compliance Department is properly notified as provided herein.
If the meeting resulted in agreeing to permit access to any MNPI for a public Issuer, then the procedures to notice and update the Compliance Department and the Restricted List in Section 2.6.2 shall be followed. If the meeting resulted in agreeing to permit access to any private and confidential information for a private Issuer, then the procedures to notice and update the Compliance Department as set forth below shall be followed.
The private and confidential information for a private Issuer is logged into MCO, which identifies:
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the private issuer entity name; |
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the managers that have access to the private and confidential information; |
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the circumstances, source(s) and circumstances in which the private and confidential information for a private Issuer was obtained; and |
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the date when it was recd and, if known, when it is anticipated to expire |
Periodically, Compliance will look to audit these procedures to ensure that those Issuers where MNPI was agreed to be accessed are being properly maintained on the Restricted List and within the relevant operational systems Compliance shall document any and all exceptions and actions taken that shall be maintained in the Compliance Department files in accordance with the applicable books and records retention rules and obligations.
10.2.6.4 |
Investigations of Trading Activities |
From time to time, the Exchanges, FINRA, and SEC may request information from AXA IM concerning trading in specific securities. Requests for information should be immediately referred directly to the CCO and/or the Head of AXA IM, Inc. You may be asked to sign a sworn affidavit that, at the time of such trading, you did not have any inside information about the securities in question. AXA IM, Inc. may submit these affidavits to the Exchanges, FINRA, or SEC.
10.2.6.5 |
Discussions with Bond Issuers |
From time to time, AXA IM, Inc. takes significant positions in the U.S. high yield and the U.S. corporate investment grade debt markets. In its oversight of such positions, AXA IM, Inc. may contact issuers directly to suggest transactions (e.g., refinancing, special situations, etc.). A record of each such conversation that involved (or may have involved) the disclosure of material, non-public information or otherwise sensitive or confidential information must be submitted to Compliance through compliances online MCO portal.
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In general, it is AXA IM, Inc. policy that any Employees who believe that they may have learned inside information that is material or nonpublic in the course of conversations with issuers or other parties must notify Compliance immediately of such information.
10.2.6.6 |
Expert Networks |
AXA IM, Inc. does not currently use expert networks. To the extent an Employee desires to engage an expert network, such Employee must obtain preclearance from the Compliance Department.
10.2.7 |
Procedures to Detect and Prevent Insider Trading |
The role of Compliance is critical to the implementation and maintenance of AXA IM, Inc.s procedures against insider trading. Supervisory procedures can be divided into two classifications, prevention of insider trading and detection of insider trading.
10.2.7.1 |
Detection of Insider Trading |
To detect insider trading, the Compliance Department will periodically:
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Review the personal trading activity of Employees, and |
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Review trading activity of AXA IM, Inc.s own account. |
10.2.7.2 |
Prevention of Insider Trading |
To prevent insider trading, the Compliance Department will:
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Provide, on a periodic basis, training programs to familiarize Employees with AXA IM, Inc.s insider trading procedures. |
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Answer questions regarding AXA IM, Inc.s insider trading procedures. |
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Resolve issues of whether information received by an Employee is material and nonpublic. |
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Update as necessary AXA IM, Inc.s Insider Trading Policy. |
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When it has been determined that an Employee has material, nonpublic information, then AXA IM, Inc. shall prevent dissemination of such information and, if necessary, restrict Employees from trading the securities. |
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Maintain a Restricted List |
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Require prior written approval before an Employee may serve on a board of directors or other governing board of a publicly traded company. |
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Maintain a record in the Compliance portal of all incidents brought to the attention of Compliance when inside information was received by an Employee of AXA IM, Inc. |
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10.2.8 |
Penalties for Insider Trading |
Penalties for trading on or communicating material, nonpublic information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if they do not personally benefit from the violation. Penalties include:
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Civil injunctions. |
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Treble damages. |
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Disgorgement of profits. |
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Jail sentences. |
Fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited. Fines for the employer or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided.
Any violation of this policy statement can be expected to result in serious sanctions by AXA IM, Inc., including dismissal of the person(s) involved, as well as possible reference to the SEC or other appropriate law enforcement agency.
10.2.9 |
Conclusion |
AXA IM, Inc. has a vital interest in its reputation, the reputation of its Employees, and the integrity of the securities markets. Insider trading destroys that reputation and integrity. AXA IM, Inc. is committed to preventing insider trading and to punishing any Employee who engages in this practice or fails to comply with the above steps designed to prevent trading on or disclosing of inside information. These procedures are a vital part of AXA IM, Inc. compliance efforts and adherence is mandatory.
10.3 |
RESTRICTED LIST |
10.3.1 |
Maintenance of Material Non-Public or Insider Information / The Restricted List |
Compliance will maintain the Restricted List (RL), and, if appropriate, the trade support and / or the investment guidelines for proper adherence and monitoring. The RL policy contains clear guidelines as to when securities should be added to or deleted therefrom, the date of such actions, the reasons for such actions, the persons aware of the action, and other data to be determined by Compliance. Issuers shall be added to the Restricted List in accordance with the terms of the Code. As necessary, Compliance will share with operations names of issuers for the RL for purposes of blocking such issuers from entry to the order management system or trade tickets in use at the time, as well as maintain the RL within the systems that monitor and pre-approve personal securities trading activities.
At times, AXA IM, Inc. through its business activities may have access to material nonpublic information about public issuers or to persons that have material nonpublic information about public issuers. For example, clients of AXA IM, Inc. may be executive officers of publicly traded companies who have nonpublic information about such companies. Whenever an Employee of AXA IM, Inc. sees a situation that could reasonably cause AXA IM, Inc. to become aware of material nonpublic information about an issuer, the Employee must
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bring the situation to the attention of Compliance. The Compliance department will determine if the issuer should be added to the RL based on an evaluation of all the circumstances. The Compliance department will maintain the RL, and, as appropriate, trade support and the investment guidelines team, for monitoring.
10.3.2 |
Watch List Procedures |
Select senior managers have a dual role in which they may have responsibilities with respect to certain business lines and portfolio management services both in Paris and in Greenwich. In their role for Paris, such managers may come into contact with non-public information or systems that may contain non-public information about US and non-US issuers of publicly and/or privately traded financial instruments (each, an Issuer; and together, Issuers). While it is the intent to initially limit the impacted Greenwich teams to transact only in the financial instruments of publicly-traded Issuers, in light of the dual role of such managers, they may obtain non-public information about Issuers, which is why these procedures are necessary. This procedure applies only for Greenwich and the business of its desks, which are subject to US laws and rules. Paris maintains a separate procedure.
These procedures are designed to: (a) learn which Issuers non-public information such managers may receive; (b) monitor and/or prevent the personal trading in those Issuers; (c) monitor and/or prevent, as may be required by these procedures or in the judgment of the Compliance Department as described below, trading by any portfolio manager in Greenwich in those Issuers; and (d) otherwise limit access to such non-public information. With respect to item (c) in the previous sentence, these procedures relate only to Issuers financial instruments that trade in the US, because currently the Greenwich portfolio managers, excluding select managers, only trade financial instruments issued in the US. Unless such staff are brought over the wall, the Issuer is added to the RL or they may receive private information via an external source (e.g., reverse inquiries from unrelated market participants and/or issuers), the portfolio management teams in Greenwich, which include high yield and investment grade teams, as well as structured finance teams, should not generally have access to non-public information in their roles.
All personnel are reminded that AXA IM, Inc. has adopted various other policies and procedures concerning the use, dissemination, trading on, and monitoring of non-public information, including but not limited to the personal trading policy, the insider trading policy, the Restricted List policy, and the Information Barrier Procedures developed by the Paris and Greenwich Compliance departments. All personnel are strongly cautioned to abide by all relevant policies and procedures, particularly with respect to the receipt, use, disclosure (tipping) and trading on non-public information.
When a manager receives non-public information concerning an Issuer, he must immediately notify Compliance and immediately submit the required information to the compliance department via the MCO portal. In updating the Watch List entry into MCO using the Bloomberg issuer name convention, the manager must include all required details about the nature of the non-public information he has received to determine whether, among other things, to also place any parent entity, affiliates or subsidiaries of the Issuer on the Watch List. All managers in which this procedure may be applicable will be given a special refresher course on how to identify non-public information, and told to re-read the applicable procedures on this point. The entire AXA IM, Inc. staff are periodically retrained on these procedures and the other aforementioned policies and procedures.
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Upon notification and following the above filing into MCO, Compliance will notify appropriate personnel in the Operations Departments to add all names included on the Watch List, which will be monitored via a hard-coded rule into the constraint server system, the front office trading system and other trading tools, as applicable, so that the alerts described herein are implemented. It is anticipated that the investment guidelines specialist and /or operational systems support in the Operations Department will be designated to add names into such system(s) as may be required. Accordingly, any such person will be deemed over the wall and will be given additional training on handling the non-public information. The COO serves as a back-up of the investment guidelines specialist.
If any of the referenced constraint server system, the front office trading system and other trading tools, as applicable, produce a warning that a trade being requested in any of the issuer names listed on the Watch List, Compliance shall then obtain at least the following information: (a) the financial instrument sought to be traded; (b) the basis for the decision to trade such financial instrument; (c) whether the manager had any conversations with the manager that reported the Issuer on MCO or anyone else from their team about that Issuer or financial instrument; and (d) whether the portfolio manager had access to any non-public information about that Issuer, regardless of the source. After Compliance has obtained this and any other information, the reporting manager will be contacted to determine whether they have (or could inadvertently) have provided non-public information about the Issuer to the manager or anyone else on the portfolio managers team or otherwise or if the reporting manager suspects that the manager has somehow accessed the non-public information. If Compliance is satisfied that the managers proposed trade is not being made on the basis of non-public information or should not be cancelled for other reasons, then Compliance will instruct the Operations Department to allow the release of the proposed trade to the trading desk. Whether the trade is released or halted, Compliance shall memorialize the steps taken and the decision made and maintain such materials in the AXA IM, Inc. books and records in accordance with the applicable books and records retention rules and obligations.
The Watch List entries shall be maintained by the Compliance Department and shall be reviewed on a periodic basis, as appropriate. In addition, Compliance and the managers that have reported Watch List items via MCO shall communicate to discuss whether any Issuers need to be added to, or deleted from, the Watch List and the procedures to add or delete entries shall be followed. Compliance shall obtain from Paris its restricted list and watch list or other such lists that contain such information to determine whether any Issuers on those lists should have been added to the Watch List.
The IT Department shall take steps to ensure that no one in Greenwich, other than the applicable managers, has access to systems on which the MNPI may be found or stored. The reporting managers shall personally take any additional steps necessary to ensure that no one can access their files, computer(s) or systems, in accordance with AXA IM, Inc.s security policies relevant to such items and that the non-public information is only stored in the designated places.
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10.3.3 |
Pre-clearance on Trading Restricted Securities |
An Employee may not a trade for a client account or an Employee Account (as that term is defined in the Code) any securities on the RL without obtaining preclearance from Compliance.
10.3.4 |
Monitoring of Trading of Restricted Securities |
Compliance will periodically monitor trading to identify transactions in securities of issuers on the RL and/or the Watch List and take action as necessary, which may include inquiry regarding the solicited or unsolicited nature of transactions, canceling transactions, or taking other appropriate action.
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11 |
GIFTS & ENTERTAINMENT POLICY |
11.1 |
PURPOSE |
AXA IM, Inc. has adopted this policy concerning gifts and entertainment to avoid impropriety or a conflict of interest or the appearance of impropriety or a conflict of interest. A conflict of interest occurs when the personal interests of AXA IM, Inc. Employees interferes or could potentially interfere with their responsibilities to AXA IM, Inc. and/or its clients. The overriding principle is that Employees should not accept inappropriate gifts, favors, entertainment, special accommodations or other things of material value that could influence their decision-making or make them feel beholden to a person or firm. Similarly, Employees should not offer gifts, favors, entertainment, special accommodations or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to AXA IM, Inc. and/or its Employees. These general principles apply in addition to the more specific guidelines set forth below.
Employees should take into consideration that even the appearance of impropriety or a conflict of interest may rise to the level of illegality. Accordingly, Employees are encouraged to seek guidance from Compliance with respect to gifts and entertainment.
11.2 |
POLICIES AND PROCEDURES |
11.2.1 |
Gifts Valued at More Than $50 |
No Employee may receive or give anything of value of more than $50 USD (other than entertainment, which is subject to a separate limit) per individual per year to/from any person employed by an institution with which AXA IM, Inc. does business, or would like to do business. If there are any gifts that have been received that exceed this limit, then they either must immediately be returned to the donor or remitted to the Compliance Department for proper assessment, documentation and possible disposal in accordance with AXA IM policy. Perishable goods received that have been reasonably valued in excess of $50 can be shared amongst the staff. For the sake of clarity, a non-perishable gift, valued in excess of $50, cannot be shared amongst teams in order to bring down the value per recipient.
From time to time, there may be occasions where such gifts or offers for entertainment may exceed the stated threshold, but in consultation with the Compliance or Legal Departments, may be permitted if the value is still considered reasonable. All such instances shall be approved in writing by the Compliance Department.
11.2.2 |
Approval for Gifts Valued at Less Than $50 |
Any Employee who receives anything of value (other than entertainment, which is subject to a separate limit) of less than $50 per individual per year from any person employed by an institution with which AXA IM, Inc. does business (e.g., a vendor or counterparty), or would like to do business, must complete a gifts and entertainment form online within MCO as soon as possible. If an Employee wishes to give a gift valued at less than $50 to any person employed by an institution with which AXA IM, Inc. does business, the Employee must first receive written approval from their line manager prior to submitting the Gifts and
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AXA Investment Managers Inc. Compliance Manual |
Entertainment form in MCO. As an exception to this policy, nominal gifts bearing a business logo (e.g. pencils, stationery, mugs) will not be subject to the Gift and Entertainment disclosure policy and MCO reporting requirements. For the purpose of gift tracking, Employees may not pay for any gift out of their own pocket, unless it is a personal gift (where such gift is not reimbursed). Compliance shall periodically monitor such gift giving for any pattern that may indicate a conflict of interest.
11.2.3 |
Valuation of Gifts |
Employees should use reasonable judgment in estimating the value of any gifts given or received.
11.2.4 |
General Definition of Gifts and Entertainment without Accompaniment |
Gifts shall include any item, service, favor, entertainment, special accommodation, holiday, trip, airfare, hotel stay, conference or seminar, or other thing of material value without the accompaniment of an officer or employee of the vendor or counterparty providing the gift.
11.2.5 |
Entertainment with Accompaniment |
No Employee may provide or accept extravagant or excessive entertainment to or from an investor, prospective investor, counterparty, vendor or any person or entity that does or seeks to do business with or on behalf of AXA IM, Inc. Because persons may disagree regarding whether entertainment is extravagant or excessive is subjective, AXA IM, Inc. has determined that no Employee may provide or accept entertainment greater than (in the aggregate) $600 per year to or from any person employed by an institution with which AXA IM, Inc. does business (e.g., a vendor or counterparty), or would like to do business. However, Employees may provide or accept a business entertainment event, such as a sporting event, seminar or theatre performance above such aggregate limit, but (i) it must still be of a reasonable value, and (ii) the Employee must complete a gifts and entertainment form online within MCO prior to the event (rather than subsequent to the event) so that Compliance may pre-approve such request. In addition, Employees must first receive written approval from their line manager prior to accepting the entertainment and submitting the Gifts and Entertainment form in MCO. Employees may only accept entertainment from a single counterparty two (2) times in a calendar year. At no point may any Employees family or friends accompany the Employee to any entertainment received or given via their position as an AXA IM employee. Compliance shall monitor such gift giving for any pattern that may indicate a conflict of interest.
11.2.6 |
Gifts & Entertainment specific to Registered Investment Company (RIC) Clients |
Section 17(e)(1) of the Investment Company Act of 1940 generally prohibits advisory personnel of a RIC from accepting compensation, other than regular salary or wages from the fund. The SEC states that the receipt of gifts or entertainment by such personnel should be addressed by the compliance policies and procedures of the advisers that service RICs. Therefore, under AXA IM, Inc. policies, there is a blanket prohibition of providing or accepting such remunerations from any personal associated with any RIC advised by AXA IM, Inc.
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AXA Investment Managers Inc. Compliance Manual |
11.2.7 |
Meals/Hospitality |
Business lunches, dinners and receptions may be provided or accepted provided they are reasonable as to cost, location and frequency. Employees may provide or accept meals, if the person or entity providing the entertainment is present, by completing an gifts and entertainment form online within MCO as soon as possible. For the avoidance of doubt, any such reasonable business lunches, dinners and receptions, which are still reportable as per the policies and procedures contained herein, are not counted towards the limits described in this section. All accepted business meals must be notified to the Employees line manager. At no point may any Employees family or friends accompany the Employee to any business meals received or given via their position as an AXA IM employee.
11.2.8 |
Company Visits, Conferences and Seminars |
Staff may attend company visits, conferences, seminars and other events arranged by issuers or counterparties, but a good faith effort must be made by AXA IM to reimburse all costs of travel and accommodation. Where this is determined not to be practicable and attendance is considered to be in the best interests of AXA IMs customers, the circumstances should be recorded and the attendance to the event must be approved by the individuals line manager following the process described in local policies.
In the case of purely professional events, or when AXA IM arranges visits to its offices to provide professional training to external parties like clients, it can be accepted that AXA IM pays for travel and accommodation under limited circumstances (e.g. clients of distribution offices when it is not practical to organize the events in their countries): these instances are subject to pre-approval from the Line Manager following the process described in local policies. However, it must be ensured that travel and accommodation paid are in line with AXA IMs own travel policies, are limited to the length of the professional event and do not cover family or friends of the guest. Records must be kept to demonstrate that the full length of the trip corresponded to a professional event.
Specific details of AXA IM Inc.s travel and hospitality standards can be found on within the AXA IM Inc. Travel Policy.
11.2.9 |
Cash |
No Employees may give or accept cash gifts or cash equivalents to or from any person or entity that has an existing or potential business relationship with AXA IM, Inc.
11.2.10 |
No Quid Pro Quos |
Regardless of the value of the gift or entertainment, Employees should never condition a decision to do business, or the terms under which they will do business, on their receipt of gift or entertainment. Similarly, Employees should never provide a gift or entertainment subject to the condition that an Employee of a client will, because of such gift or entertainment, decide to do business with AXA IM, Inc., continue to do business with AXA IM, Inc., or do business with AXA IM, Inc. on terms different than would have been the case in the absence of such gift or entertainment.
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AXA Investment Managers Inc. Compliance Manual |
11.2.11 |
Solicited Gifts |
No Employee may use his or her position with AXA IM, Inc. to obtain anything of value from a client, vendor, counterparty or any other person or entity with whom the Employee refers business, or any other entity with which AXA IM, Inc. does business.
11.2.12 |
Union Officials |
Special Department of Labor reporting requirements apply to service providers, such as investment advisors, to Taft-Hartley employee benefit funds. Those service providers must make annual reports detailing virtually all gifts and entertainment provided generally to unions, their officer, employees and agents, subject to a de minimis threshold. Accordingly, Employees must receive pre-approval from Compliance for gifts and entertainment provided to such persons.
11.2.13 |
US State and Municipality Public Pension Plans |
Many US states and municipalities have adopted laws and regulations that affect how investment managers may solicit investment advisory business, including investment in sponsored public and private funds, from the state agencies and municipalities that administer employee benefit plans and other state investment vehicles.
Many state statutes and regulations are far more restrictive than the SEC Pay-to-Play rule (which applies to any gifts or other contributions of value made for the purpose of influencing any election for federal, state or local office). For example:
Types of gifts covered:
|
Trustees, investment officers and employees in a position of investment discretion over a state retirement system are often prohibited from soliciting or accepting anything of value, including reimbursement of expenses, meals, entertainment and the like, and state statutes may contain detailed descriptions of what may or may not be included. |
|
In many states, violation of gift statutes is a crime for both the recipient and the donor. |
|
Many states have de minimis (i.e., less than $50; in some cases, less than $10) exceptions to gift prohibitions; some states have no de minimis exception. For example, In New York City, the Comptroller has implemented a policy prohibiting employees of the Comptrollers Office from accepting any gifts (including, but not limited to, meals and entertainment, loans, travel, hospitality or any other thing) whatsoever from any person or firm doing business or seeking to do business with the City. |
Purpose of contribution:
|
State laws typically prohibit contributions made for any purpose (not only for the purpose of influencing an election). |
Before an any AXA IM Employee gives/receives any gifts and/or entertainment to/from an individual working for a government entity, Compliance must be informed in order for a suitable assessment to be performed. Please see Section 16 for further information on the Pay-to-Play Policy and AXA IM requirements when interacting with government officials.
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11.2.14 |
Anti-Bribery |
In accordance with AXA IM Groups Anti-Bribery and Corruption Standard, the commission or acceptance of bribery by any Employee, or any associated person acting on behalf therefor, is prohibited. Bribery may be defined as an act to corruptly pay, offer or promise anything of value (or to authorize such actions) to any person, directly or indirectly, for the purpose of influencing that persons decision to obtain or retain business or any other improper advantage or opportunity which provides for or creates a competitive advantage.
11.2.15 |
Facilitation Payments |
The use or making of facilitation payments by any Employee or any party acting on behalf of AXA IM, Inc. or any Employee is prohibited. A facilitation payment is a payment made to a government or administrative office to obtain or retain business or avoid potentially costly delays in transactions or business operations. They are made to obtain routine services, permissions or approvals from persons in their official capacity who provide said services as part of their customary duties and responsibilities. Facilitation payments are often illegal in countries in which they are typically paid, making such payment a possible violation of local law. Examples include:
|
Processing government paperwork including customs, immigration clearance, licensing and registration; |
|
Providing routine government services such as police protection; |
|
Issuing of business approvals, licenses, permits, etc.; and |
|
Installation of public utilities such a telephone, power, etc. |
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12 |
RECORD KEEPING |
12.1 |
DOCUMENT RETENTION POLICY |
12.1.1 |
Introduction |
Rule 204-2 under the Advisers Act requires registered investment advisers to make and keep specified books and records on a true, accurate and current basis. The rule also mandates the location and length of time for which an adviser must maintain the required books and records. The books and records required under Rule 204-2 include both those that should be maintained by any business and those that are unique to the investment management business. In addition, books and records identified in Rule 204-2 must be maintained whether they are created in hard copy or soft copy. These books and records can be described as falling into the following broad categories:
|
Formation records, including, as applicable, an advisers organizational documents such as its articles of incorporation, charters, bylaws, partnership agreements and amendments, certificates of formation or incorporation, limited liability company agreements, and board minutes. |
|
Financial records, including general and auxiliary ledgers, journals, trial balances, check books, and bank statements. |
|
Registration records, including disclosure documents such as Form ADV. |
|
Compliance records, including codes of ethics, access person reports, and compliance policies and procedures. |
|
Other records, including copies of marketing materials, written recommendations, and documents regarding calculation of performance data. |
Compliance has overall responsibility for ensuring that all required books and records are identified and properly maintained, although compliance may assign responsibility for maintaining certain books and records to designated individuals within AXA IM, Inc.s various business operations. Any question as to whether a particular document must be maintained by AXA IM, Inc. should be directed to Compliance.
12.1.2 |
Length of Retention and Location |
The retention period for investment adviser records varies depending on the record. In many instances, AXA IM, Inc.s required books and records generally must be maintained for a period of five years from the end of the fiscal year in which the last entry was made on the record. They must be maintained for the first two years at an appropriate office of AXA IM, Inc. For the remaining period, they may be maintained in an easily accessible place, which can include an off-site location of a third-party storage provider. Advertisements and records required to support the use of performance in advertisements, however, must be maintained for a period of five years from the end of the fiscal year in which the advertisement was last used. In addition, an AXA IM, Inc.s formation records must be permanently maintained in the principal office of the AXA IM, Inc. and preserved until at least three years after termination of the business. Records may be maintained in hard copy or, subject to certain conditions, in an electronic format.
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12.1.3 |
All Records Subject to SEC Examination Including E-mails |
Notwithstanding the extensive list of books and records described in Rule 204-2, the Advisers Act provides the SEC with authority to examine all books and records held by AXA IM, Inc. Specifically, Section 204 states that all records of an investment adviser are subject at any time or from time to time, to reasonable periodic, special, or other examination by representatives of the Commission as the Commission deems necessary or appropriate in the public interest or for the protection of investors.
Thus, during an SEC compliance inspection, AXA IM, Inc. may be asked and expected to produce any records that its maintains. In addition, the SEC staff may request that AXA IM, Inc. produce all e-mails and instant messages that are retained on our systems.
12.2 |
E-MAIL USE, MONITORING, AND RETENTION POLICIES |
12.2.1 |
Introduction |
AXA IM, Inc. has adopted these procedures concerning the collection, storage, and review of electronic mail messages and permissible electronic instant messaging services (collectively, e-mails). The Advisers Act requires investment advisers to maintain certain specified records as described in the above AXA IM, Inc.s Document Retention Policy. If an e-mail contains information that is a required record under the Advisers Act, then the e-mail must be maintained in a manner that is consistent with the Advisers Act. These policies and procedures are adopted to assist AXA IM, Inc. in meeting its e-mail retention requirements under the Advisers Act.
Employees are required to use the Firms e-mail system for all AXA IM, Inc. or AXA Group-related communications. Accordingly, we urge our Employees to use discretion when using the Firms e-mail system for business or personal matters, and to be aware that due to the nature of this technology all e-mails could be retained on our system permanently, even those believed to have been deleted. In addition, the e-mail system belongs to AXA IM, Inc. and access is granted solely at the discretion of AXA IM, Inc. In using AXA IM, Inc.s e-mail system, Employees waive any expectation of, or right to, privacy with regard to such use. Finally, we remind our Employees that any e-mail that constitutes a book or record falling within those identified in Rule 204-2 must be maintained by AXA IM, Inc.
12.2.2 |
Automatic Permanent E-mail Retention and Archiving |
AXA IM, Inc. retains all e-mails automatically for SEC purposes via the use of e-mail archiving software. All e-mails addressed to and sent from Employee accounts are retained. This includes e-mails sent within AXA IM, Inc. from one Employee to another.
Automatic Permanent E-mail Retention and Archiving is a company records management function only in order to maintain the integrity of the database of e-mails to meet regulatory needs. It is not a replacement for each Employees file maintenance necessary for executing his or her job function properly.
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12.2.3 |
Review of E-mails by the Compliance Department |
E-mails may be searched, accessed and reviewed by AXA IM, Inc. Compliance at any time and without notice to Employees. It is AXA IM, Inc.s policy that the permanently archived e-mails will not be viewed casually or without a specific business purpose. These business purposes include, but are not limited to requests by the SEC or another regulator, review of Employees holding a securities license, senior management requirements, business continuity purposes, issues relating to a departing Employee, etc.
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13 |
PRIVACY AND INFORMATION PROTECTION |
13.1 |
DATA PRIVACY POLICY |
AXA IM, Inc. is committed to maintaining the privacy of data obtained in the course of its business activities and complying with applicable laws and regulations regarding the processing of Personal Data (defined below). This Privacy Policy sets out minimum requirements and standards, as well as certain guiding principles that should be taken into account in considering local Data Privacy requirements.
13.1.1 |
Personal Data |
Personal Data means any data relating to an individual (natural person) who is or can be identified either from the data or from the data in conjunction with other information that is in, or is likely to come into, the possession of the Data Controller. Examples of individuals: clients, employees, suppliers.
The definition is deliberately a very broad one. In principle, it covers any information (e.g., name, address, identity card no., salary/compensation, health or personnel records, birth date, financial/bank account information, etc.) that relates to an identifiable individual. There are different ways in which an individual can be considered identifiable. A persons full name is an identifier. Other information (e.g., an address, a place of work, a telephone number, physical characteristics, pseudonyms or occupation) combined will usually be sufficient to clearly identify one individual.
Personal Data is each piece of information related to the individual, regardless of the form in which it is expressed and the format of the information holder (e.g., storage media, paper, tape, film, electronic media, etc.).
Protection of Personal Data has to be provided to any individual regardless of nationality and residence, race, age, sex, language, religion, political or other opinion, nationality, social origin and status, property, birth, education, social position or other personal characteristics. The aim is to provide to any individual protection of rights of privacy and other rights and freedoms.
13.1.2 |
Safeguarding Personal Data and Client Information |
AXA IM, Inc. stores its clients non-public personal information and Personal Data in electronic files contained within its IT systems as well as in hard copy files kept on the premises. Access to this information by non-AXA IM, Inc. personnel is protected by the following measures:
|
AXA IM, Inc.s premises are located in an office which is pass-key secure within a secure building that is closed and locked outside of normal business hours |
|
AXA IM, Inc.s physical office space is secure and accessible only by authorized personnel who have keys and/or electronic access cards. |
|
Access to hard copy files is restricted to AXA IM, Inc. personnel. |
|
Access to IT systems of AXA IM, Inc. is restricted to Employees and consultants that are employed under contract. All Employees are assigned unique system |
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COMPLIANCE MANUAL
CODE OF ETHICS
&
POLICIES AND PROCEDURES
April 2018
Berenberg Asset Management LLC
Code of Ethics and Compliance Manual
TABLE OF CONTENTS
INTRODUCTION |
5 | |||||||||
|
1. |
Chief Compliance Officer | 6 | |||||||
2. |
Purpose Of Compliance Manual | 6 | ||||||||
3. |
Legal And Regulatory Overview | 7 | ||||||||
4. |
Violations And Remedies | 7 | ||||||||
5. |
Employee Responsibilities | 8 | ||||||||
6. |
How To Use This Manual | 8 | ||||||||
7. |
Definitions | 9 | ||||||||
CODE OF ETHICS |
12 | |||||||||
I. |
STANDARDS OF CONDUCT | 12 | ||||||||
II. |
PERSONAL ACCOUNT DEALING AND TRADING | 13 | ||||||||
1. |
Outside Accounts | 13 | ||||||||
2. |
Personal Trading | 14 | ||||||||
3. |
Prohibited Transactions | 15 | ||||||||
4. |
Periodic Reporting | 16 | ||||||||
III. |
INSIDER TRADING | 17 | ||||||||
1. |
Who is an insider? | 18 | ||||||||
2. |
What is Material Information? | 18 | ||||||||
3. |
What is Non-public Information? | 18 | ||||||||
4. |
Identification and Prevention of Insider Information | 18 | ||||||||
5. |
Penalties for Insider Trading | 19 | ||||||||
IV. |
GIFTS AND ENTERTAINMENT | 19 | ||||||||
1. |
Gifts | 19 | ||||||||
2. |
Entertainment | 19 | ||||||||
3. |
Prohibited Activities | 20 | ||||||||
V. |
POLITICAL CONTRIBUTIONS | 21 | ||||||||
VI. |
OUTSIDE BUSINESS ACTIVITIES | 21 | ||||||||
1. |
What is an outside business activity? | 21 | ||||||||
2. |
Disclosure | 22 | ||||||||
VII. |
CONFIDENTIALITY | 22 | ||||||||
1. |
Information about the Firm, Clients, Investors, Related Parties, Employees and Others | 22 | ||||||||
2. |
Prior Employers Confidential Information and Trade Secrets | 22 | ||||||||
POLICIES & PROCEDURES |
23 | |||||||||
I. |
REGISTRATION REQUIREMENTS | 23 | ||||||||
1. |
Form ADV | 23 | ||||||||
2. |
Annual and Other Form ADV Amendments | 23 | ||||||||
3. |
Brochure Rule | 24 | ||||||||
4. |
Other | 24 | ||||||||
5. |
Procedures | 24 | ||||||||
II. |
SUPERVISION | 25 | ||||||||
III. |
REGULATORY REPORTING | 26 |
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Code of Ethics and Compliance Manual
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1. |
Beneficial Ownership Reports | 26 | |||||||
2. |
Institutional Investment Manager Reports | 27 | ||||||||
3. |
Insider Ownership Reports | 27 | ||||||||
4. |
Procedures | 27 | ||||||||
IV. |
LIMITS ON AUTHORITY | 28 | ||||||||
V. |
ANTI-MONEY LAUNDERING | 29 | ||||||||
1. |
AML Procedures | 29 | ||||||||
2. |
Office of Foreign Asset Control (OFAC) | 33 | ||||||||
3. |
Reliance upon Third Parties | 33 | ||||||||
4. |
Enhanced Due Diligence for Senior Foreign Political Figures | 34 | ||||||||
5. |
Foreign Shell Banks | 34 | ||||||||
VI. |
INVESTOR COMPLAINTS | 35 | ||||||||
VII. |
COMMUNICATIONS | 35 | ||||||||
1. |
Clients | 35 | ||||||||
2. |
Media / Press | 36 | ||||||||
3. |
Regulators | 36 | ||||||||
4. |
Social media | 36 | ||||||||
5. |
Procedures | 37 | ||||||||
VIII. |
INVESTMENT ADVISORY CONTRACTS AND FEES | 38 | ||||||||
1. |
Generally | 38 | ||||||||
2. |
Content of Investment Advisory Agreements | 38 | ||||||||
3. |
Procedures | 40 | ||||||||
IX. |
CLIENT REFERRALS AND SOLICITATION ARRANGEMENTS | 41 | ||||||||
1. |
Generally | 41 | ||||||||
2. |
ERISA Considerations | 41 | ||||||||
3. |
Indirect Payments for Client Referrals | 41 | ||||||||
4. |
Procedures | 42 | ||||||||
X. |
DOCUMENTATION OF ACCOUNTS AND ACCOUNT OPENING | 42 | ||||||||
1. |
Suitability | 42 | ||||||||
2. |
Account Documentation and Information | 42 | ||||||||
3. |
Account Activation | 44 | ||||||||
4. |
Procedures | 44 | ||||||||
XI. |
PRIVACY | 45 | ||||||||
1. |
Protected Information | 45 | ||||||||
2. |
Initial and Annual Notices | 45 | ||||||||
3. |
Content of Notices | 46 | ||||||||
4. |
Safeguarding Client Information | 46 | ||||||||
5. |
Procedures | 46 | ||||||||
XII. |
CLIENT OPPORTUNITIES | 48 | ||||||||
1. |
Procedures | 49 | ||||||||
XIII. |
ORDER ENTRY | 49 | ||||||||
1. |
Procedures | 50 | ||||||||
XIV. |
ALLOCATION OF TRADES | 50 | ||||||||
1. |
Procedures | 51 | ||||||||
XV. |
BEST EXECUTION | 52 | ||||||||
1. |
Procedures | 52 | ||||||||
XVI. |
PROXY VOTING | 53 |
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Code of Ethics and Compliance Manual
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XVII. |
CUSTODY | 53 | |||||||
1. |
Procedures | 55 | ||||||||
XVIII. |
VALUATION | 56 | ||||||||
1. |
Roles and Responsibilities | 56 | ||||||||
2. |
Valuation Procedures | 57 | ||||||||
XIX. |
TRADE ERRORS & MODIFICATIONS | 59 | ||||||||
3. |
Errors Subject to the Procedures | 59 | ||||||||
4. |
Broker Errors | 59 | ||||||||
5. |
Procedures | 60 | ||||||||
XX. |
CYBERSECURITY | 62 | ||||||||
1. |
Responsibility | 62 | ||||||||
2. |
Procedures | 62 | ||||||||
XXI. |
BUSINESS CONTINUITY PLAN | 63 | ||||||||
XXII. |
RECORD KEEPING | 63 | ||||||||
1. |
Procedures | 65 | ||||||||
XXIII. |
Supplemental CTA Policies and Procedures Manual | 73 |
4
Berenberg Asset Management LLC
Code of Ethics and Compliance Manual
INTRODUCTION
This document incorporates the Code of Ethics and the Policies and Procedures which make up the U.S. compliance program (Compliance Program) for those employees supervised by Berenberg Asset Management LLC (BAM or the Firm). BAM is a Delaware limited liability company organized in December 2013 and based in Chicago, Illinois. BAMs sole member is Berenberg Americas LLC, which in turn is a wholly owned subsidiary of Berenberg Beteiligungsholding GmbH (BBH). BBH is the holding company for Joh. Berenberg, Gossler & Co. KG (Berenberg Hamburg), a German regulated bank. This Manual sets out BAMs Code of Ethics and written supervisory procedures and is to be used by the Firms employees, in conjunction with U.S. federal securities laws, as a guide for compliance with applicable legal standards and internal Firm policies.
BAM provides investment advice in the United States that originates from its participating affiliate, Berenberg Hamburg, which is not registered as an investment advisor with the Securities & Exchange Commission (SEC) or in the United States. BAM will provide these advisory services pursuant to long-standing SEC no-action letters1 that allow BAM to offer the capabilities, infrastructure and expertise of Berenberg Hamburg to U.S. prospective clients without requiring Berenberg Hamburg to register provided BAM adheres to certain restrictions.
In BAMs capacity as investment manager, BAM and its employees act as fiduciaries and owe a series of duties to BAMs clients. These requirements include a general duty to act at all times in the clients best interest and avoid actual and apparent conflicts of interest. In addition, being a registered investment adviser (RIA) with the SEC requires BAM to comply with all substantive provisions of the Investment Advisers Act of 1940 (Advisers Act) and be subject to examination by the SEC.
This Manual applies to all directors, officers, employees and, where applicable, consultants of BAM, including all dual hatted employees based outside the U.S., who conduct advisory business on behalf of U.S. clients (collectively, Covered Persons or Employees). For the purposes of this Manual, BAMs clients are the separate accounts that it will manage on behalf of U.S. institutions and prospects (Clients).
This Manual describes in general terms the U.S. requirements that Covered Persons must follow and the policies and procedures for complying with these requirements. While the Manual will not address non-U.S. regulations, it does apply to offices outside U.S. for any Covered Person who will provide advisory services to U.S. clients, unless otherwise specifically noted. In accordance with Unibanco line of guidance, those employees who provide such services will deemed to be dual hatted employees and subject to supervision by BAM Compliance and to the policies and procedures outlined here. The laws of other jurisdictions may apply with respect to BAMs activities outside the U.S.
1 |
Uniao de Bancos de Brasileiros, SEC No-Action Letter (pub. avail. July 28, 1992); The National Mutual Group, SEC No-Action Letter (pub. avail. Mar. 8, 1993); Mercury Asset Management plc, SEC No-Action Letter (pub. avail. Apr. 16, 1993); Kleinwort Benson Investment Management Limited, SEC No-Action Letter (pub. avail. Dec. 15, 1983); Murray Johnstone Holdings Ltd., SEC No-Action Letter (pub. avail. Oct. 7, 1994); ABN AMRO Bank N.V., SEC No- Action Letter (pub. avail. July 1, 1997); Royal Bank of Canada et al., SEC No-Action Letter (pub. avail. June 3, 1998) (collectively, Unibanco). |
5
Berenberg Asset Management LLC
Code of Ethics and Compliance Manual
In addition, Berenberg Hamburgs policies and procedures apply to all dual hatted employees.
The Firm may update this Manual to describe additions or changes to the Compliance Program as deemed appropriate.
1. |
Chief Compliance Officer |
The Firm has designated Daniel Renndorfer to serve as the Firms Chief Compliance Officer, and has vested complete authority in the Chief Compliance Officer to develop appropriate compliance policies and procedures, to enforce those policies and procedures and to report any violations directly to the senior management of the Firm. The Chief Compliance Officer may designate one or more qualified persons to perform any portion of his or her requirements under this Manual. Other employees with responsibilities under this Manual also may delegate to appropriate persons subject to their supervision (e.g., a portfolio manager may delegate certain responsibilities to a member of his or her portfolio management team).
The Chief Compliance Officer may make exceptions, on a case-by-case basis, to any of the provisions of this Manual upon a determination of the facts and circumstances involved. Approval of all such exceptions must be in writing.
Any review that is required to be completed by the Chief Compliance Officer or his designee under this Manual must be documented. The evidence of such review must include the date of such review.
Employees should contact the Chief Compliance Officer if they have any questions about this Manual or any other compliance-related matters.
The Chief Compliance Officer will review this Manual at least annually and, in light of legal and business developments and experience in implementing this Manual, make any changes deemed appropriate. The Chief Compliance Officer will document and maintain evidence that the annual review and update was completed.
2. |
Purpose of Compliance Manual |
The Firm is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended (the Advisers Act). The Advisers Act and SEC rules impose requirements on the Firm to adopt a Code of Ethics and compliance policies and procedures. Rule 204A-1 under the Advisers Act requires every registered investment adviser to establish, maintain and enforce a Code of Ethics that at a minimum addresses personal trading by its access persons. Section 204A of the Advisers Act requires all registered investment advisers to have policies and procedures to detect and prevent insider trading. In addition, Rule 206(4)-7 requires registered investment advisers to adopt written compliance procedures, review the adequacy of those procedures annually, and designate a Chief Compliance Officer to review and implement those procedures. This Manual has been adopted by the Firm to comply with the Advisers Act and other applicable laws.
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3. |
Legal and Regulatory Overview |
As an investment adviser, the Firm is subject to principles of fiduciary duty, which are enforceable under both the Advisers Act and state law. These principles dictate that the Firm conduct its business in a manner that places the interests of Clients above the interests of the Firm.
The SEC has adopted detailed rules to implement the requirements of the Advisers Act. It requires investment advisers, such as the Firm, to be conscious as fiduciaries of any potential conflicts of interest, by virtue of affiliate relationships or otherwise, to assess potential risks to clients as a result of such conflicts, and to fully disclose such conflicts and risks to clients. In addition to disclosure requirements, the Advisers Act and SEC rules impose certain direct requirements on advisers conduct of their business, as set forth in this Manual.
Investment advisers are also subject to portions of the other federal securities laws. For example, under certain circumstances the Firm may be required to file reports as an institutional investment manager and reports of beneficial ownership under the Securities Exchange Act of 1934, as amended (the Exchange Act). In addition, the broad antifraud provisions of Section 10(b) of the Exchange Act, which prohibit making material misstatements or omissions in connection with the purchase or sale of securities, could give rise to civil liability if the Firm or its employees were to engage in such conduct.
The nature of our Clients may subject the Firm to additional regulatory schemes. As an example, if the Firm manages assets for employee benefit plans, it may become subject to the Employee Retirement Income Security Act of 1974, as amended (ERISA), with respect to those accounts. Thus, the Firm must ascertain whether a Clients particular form of organization imposes any special regulatory requirements before undertaking to manage the Clients assets.
The Firm is subject to examination by the SEC staff. If an employee receives any contact or inquiries from regulators, they must be referred to the Chief Compliance Officer.
The Firm is also registered with the Commodity Futures Trading Commission (the CFTC) as a commodity trading advisor (CTA) and is a member of the National Futures Association (NFA). The Firms activities as a CTA subject it to CFTC and NFA regulation and are outside the scope of this Manual and are covered separately.
4. |
Violations and Remedies |
Legal penalties for violating various SEC and other applicable laws and regulations can be severe, both for individuals involved in such unlawful conduct and for their employers. For example, breaches of insider trading proscriptions described in the Firms Code of Ethics can result in treble
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damages, jail sentences and other criminal sanctions. In addition, the full panoply of administrative sanctions available to the SEC under the Advisers Act may be imposed on the individual violator and/or the Firm, including:
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censure; |
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cease and desist orders; |
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limitations on the activities, functions, or operations of the Firm; |
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suspension of the Firms registration for a specified period; |
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revocation of the Firms registration; |
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civil money penalties for an employee and/or for the Firm; and |
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bar and suspension of an employee from association with any investment adviser or other regulated entity. |
5. |
Employee Responsibilities |
As a matter of Firm policy, compliance with this Manual is a condition of continued employment with the Firm. Covered Persons must report any violation of this Manual, including non-compliance with applicable rules and regulations, fraud, or illegal acts involving any aspect of the firms business, material misstatements in client records or reports or any activity that is harmful to clients, promptly to the Chief Compliance Officer. Covered Persons are required to report apparent or suspected violations in addition to actual or known violations. The Chief Compliance Officer will investigate any reported or suspected violation and report to the senior management the factual findings and recommend sanctions, where appropriate. Covered Persons are required to cooperate in any investigation. All reports will be treated confidentially to the extent permitted by law. Retaliation against an individual who reports a violation is prohibited and constitutes a further violation.
Each Covered Person will be required to acknowledge having read (and must retain a copy of) this Manual. (See Appendix for Acknowledgement form.) At least once a year, each Covered Person will be required to complete the Annual Compliance Survey and Certification (see Appendix) and certify that such Covered Person has read and understood this Manual, has complied with its requirements, and has disclosed or reported all personal securities transactions required to be disclosed or reported.
This Manual is the property of the Firm and its contents are strictly confidential.
6. |
How to Use This Manual |
This Manual is presented in two sections. The first is the Code of Ethics, which sets forth the ethical and fiduciary principles and related compliance requirements under which the Firm must operate and the procedures for implementing those principles. The second section contains Policies and Procedures for compliance with other requirements imposed by applicable laws and regulations, including SEC rules. Use of the word we (or our) in this Manual refers to the Firm and all Covered Persons.
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Generally, for each topic in both the Code of Ethics and the Policies and Procedures, a summary of applicable legal requirements is provided, followed by a statement of the Firms policy on the issue. After this, the procedures through which the policy will be implemented are set forth. The goal is to specify who is responsible for compliance with the applicable legal and regulatory requirements and Firm policies and what each such responsible person must do reasonably to assure that the requirements and policies are satisfied.
7. |
Definitions: for Purposes of this manual as defined by Rule 204A-1 and 17j-1 |
Access Person includes any supervised person who:
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Has access to nonpublic information regarding any clients purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any fund the adviser or its control affiliates manage |
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Is involved in making securities recommendations to clients, or has access to such recommendations that are nonpublic |
Automatic Investment/Dividend Reinvestment Plan means a program in which regular periodic purchases or withdrawals are made automatically in (or form) investment accounts in accordance with a predetermined schedule and allocation, including a dividend reinvestment plan. This includes fixed interest securities.
Beneficial Owner shall have the meaning as that set forth in Rule 16a-1(a)(2) under the Securities Exchange Act of 1934. You have a Beneficial Ownership of a Reportable Security when you or a Family Member, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares:
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The opportunity, directly or indirectly, to profit or share in the gains, losses, dividends or interest obtained from a Reportable Security transaction. |
A Covered Person is considered to be the beneficial owner of an account: 1) in which he or she has any financial interest or ability to exercise control; 2) of any account belonging to immediate family members (including any relative by blood or marriage) sharing the Covered Persons household; or 3) of an account of any person to whom a Covered Person provides substantial financial assistance (50% or more).
Client refers to any person or entity for which BAM manages investments or otherwise acts as investment adviser or subadvisor.
Control has the same meaning as in section 2(a)(9) of the 1940 Act.
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Covered Personmeans any officer, director, trustee or employee of BAM, including:
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All BAM employees based in the U.S. |
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Dual hatted employees employed by Berenberg Hamburg and based abroad |
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Berenberg Hamburg employees providing investment services to U.S. investors, and |
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Certain consultants, agents and temporary workers |
Covered Securities includes (i) Any security except direct obligations of the U.S. government; (ii) bankers acceptances, CDs, commercial paper and high quality short-term debt (including repurchase agreements); (iii) shares of open end funds other than fund/funds managed by the Adviser.
Discretionary Account means a Reportable Account over which:
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You or a Family Member has no direct or indirect influence or control and |
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A person or entity not subject to the Code has sole investment power. |
Dual HattedEmployees of BAM based outside the U.S., who conduct advisory business on behalf of U.S. clients (collectively, Covered Persons or Employees). For the purposes of this Manual, all dual hatted employees of BAM are Supervised, Covered and Access Persons.
Family Members means the persons immediate family (including any relative by blood or marriage) sharing the same household.
Federal Securities Laws means the Securities Act of 1933; Securities Exchange Act of 1934; Sarbanes Oxley Act of 2002; Investment Company Act of 1940; Investment Advisers Act of 1940; Title V of the Gramm-Leach-Bliley Act and any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers and any rules adopted thereunder by the Commission or the Department of the Treasury.
Fund means an investment company registered under the Investment Company Act of 1940.
Immediate family means son, daughter (including a legally adopted child) or any descendants of either, stepson or stepdaughter, son-in-law, daughter-in-law, father or mother or any ancestor of either, stepfather or stepmother, mother-in-law or father-in-law, siblings or siblings-in-law, and spouse or domestic partner.
Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.
Investment Company Sub Advisor A money manager who works outside of the fund and is hired by the fund manager to help with an investment portfolio. These subadvisors are allowed to manage all or some of the funds assets, and usually are given a set of investment objectives to adhere to when selecting securities.
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Limited Offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to rule 504, rule 505, or rule 506 under the Securities Act of 1933.
Reportable Account is an account at a broker, dealer, bank or other financial institution in which the access person has any direct or indirect Beneficial Ownership and transactions in Reportable Securities may be executed. These accounts include retirement plan accounts, such as 401(k) and 403(b) plans, if the account can execute transactions in a Reportable Security.
Reportable Fund Any Fund for which the Adviser serves as investment adviser as defined in the Investment Company Act of 1940. Any Fund whose investment adviser controls, is controlled or is under common control with the Adviser.
Reportable Security means any security not specifically excluded below:
Examples of Reportable Securities (not all inclusive)
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In general, any interest or instrument commonly known as a security Stock |
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Shares of any exchange traded fund (ETF) |
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Shares of any closed-end fund |
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Shares of any Limited Offering |
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Interests in limited partnerships and limited liability companies |
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Options, futures, swaps and other derivatives |
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Notes, Bond, debenture or evidence of indebtedness |
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Municipal bond |
Reportable Security does NOT include:
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Direct obligations of the U.S. Government, such as U.S. bonds or treasuries; |
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Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments (including repurchase agreements); |
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Shares issued by money-market funds |
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Share issued by open-end funds (both United States and Europe) |
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Shares in fixed interest securities |
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Shares issued by unit investment trusts that are invested exclusively in one or more open-end investment companies (such as some variable annuities or other variable life insurance products) where none of the open-end investment companies are advised or sub-advised by BAM or their related entities. |
Supervised Persons include:
1. |
Directors, officers, and managing partners of the adviser (or other persons occupying a similar status or performing similar functions) |
2. |
Employees of the adviser |
3. |
Any other person who provides advice on behalf of the adviser and is subject to the advisers supervision and control |
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CODE OF ETHICS
I. |
STANDARDS OF CONDUCT |
The Firm is a fiduciary of its Clients, which includes any Funds that the Firm is a sub adviser and provides sub advisory services and owes each Client an affirmative duty of good faith and full and fair disclosure of all material facts. This duty is particularly pertinent whenever the adviser is in a situation involving a conflict or potential conflict of interest. The Firm and all Covered Persons must affirmatively exercise authority and responsibility for the benefit of Clients and may not participate in any activities that may conflict with the interests of Clients except in accordance with this Manual.
Personnel who are considered Covered Persons under the BAM Code of Ethics (the Code) include the following:
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All BAM employees based in the U.S. |
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Dual hatted employees employed by Berenberg Hamburg and based abroad |
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Berenberg Hamburg employees providing investment services to U.S. investors |
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Certain consultants, agents and temporary workers |
Covered Persons are considered Access Persons as defined by the Advisers Act and are required to adhere to all policies and to report to BAM as described herein. Generally, employees of Berenberg Hamburg who do not provide investment advice or do not have access to U.S. client information and temporary or contract workers are excluded from the requirements of the Code and are not Covered Persons.
In addition, we must avoid activities, interests and relationships that might interfere or appear to interfere with making decisions in the best interests of our Clients. BAM requires all Covered Persons to conduct all business dealings in an ethical fashion and to abide by not only the technical requirements of this Code, but also to the spirit in which it is intended.
BAM holds to the following principles:
We are fiduciaries at all times we place the interests of our clients first
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No employee should take inappropriate advantage of his or her position |
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Information concerning client transactions, holdings and financial circumstances is confidential |
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We maintain and exercise independence in our investment decision-making process |
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All personal securities transactions will be conducted in such a manner as to be consistent with the Code of Ethics and to avoid any actual or potential conflict of interest or any abuse of our position of trust and responsibility |
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Covered Persons are required to abide by all applicable federal securities laws. Policies concerning these securities laws are discussed in greater detail in this Manual. Covered Persons are not permitted, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by a client to:
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Defraud a client in any manner |
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Mislead a client, including by making any statement that omits material facts |
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Engage in any act, practice or course of conduct that operates or would operate as a fraud or deceit on a client |
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Engage in any manipulative practice with respect to a client |
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Engage in any manipulative practice with respect to securities, including price manipulation |
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Favor the interests of one client over another client |
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Profit personally, directly or indirectly, as a result of knowledge about a security or a transaction. |
II. |
PERSONAL ACCOUNT DEALING AND TRADING |
The Advisers Act requires that each SEC-registered investment adviser adopt and maintain policies and procedures that require the advisers Covered Persons to report their transactions and holdings periodically to the Chief Compliance Officer and requires the adviser to review these reports. Personal investments must be consistent with the Firms mission to always put Client interests first. All Covered Persons must comply with BAM policies regarding personal account dealing and trading.
1. |
Outside Accounts |
BAM permits Covered Persons to maintain securities accounts where they have any direct or indirect beneficial ownership at BAM and other financial institutions under certain circumstances.
All outside accounts are reportable except:
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401(k) and 403(b) or foreign pension plan accounts that can only hold mutual funds and exchange traded funds (ETFs) |
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Accounts held directly at mutual fund companies |
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Variable annuities held directly at the carrier |
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Accounts held directly at 529 plans |
All other outside accounts must be disclosed within 10 days of becoming a Covered Person and certified to on an annual basis within 30 days of year end. Any changes to existing accounts must be disclosed promptly to the Chief Compliance Officer. Covered Persons must also notify the Chief Compliance Officer of, and receive prior written approval for, any new accounts. For any pre-approved account established during the quarter, the Covered Person must disclose the report date, date the account was established, and name of the broker-dealer/bank.
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2. |
Personal Trading |
Covered Persons who wish to effect a transaction in a Reportable Security, must obtain preclearance for the transaction from the Chief Compliance Officer. To the extent possible, a decision on the permissibility of the trade will generally be rendered by the end of the trading day on which the request is received. Any approvals will be effective until the end of the next trading day unless otherwise specified.
Covered Persons may transact in non-Reportable Securities in any outside accounts that have been approved by the Chief Compliance Officer without preclearance.
All securities are reportable (Reportable Securities), except:
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Direct obligations of the U.S. government |
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Money market instruments (bankers acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high-quality short-term debt instruments), where high-quality short-term debt instrument is defined to mean any instrument having a maturity at issuance of fewer than 366 days and which is rated in one of the highest two rating categories by a nationally recognized statistical rating organization, or which is unrated but is of comparable quality |
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Shares issued by money market funds |
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Shares issued by open-end mutual funds (both United States and Europe) |
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Shares issued by open-end unit investment trusts that are invested exclusively in one or more open-end investment companies (such as some variable annuities or other variable life insurance products) where none of the open-end investment companies are advised or sub-advised by BAM or their related entities |
Transactions effected pursuant to an automatic investment plan that has been approved by the Chief Compliance Officer are exempt from preclearance so long as no changes to the plan occur.
Purchases of limited or private offerings require pre-approval from the Compliance Department prior to proceeding with a transaction. BAM prohibits Covered Persons from acquiring any securities in an initial public offering without prior written approval from the Compliance Department.
Covered persons are required to adhere to BAM policy concerning restricted trading periods that may be in place from time to time. This policy may prohibit Covered Persons from engaging in transactions in securities on BAMs blackout list until the stated blackout period has passed.
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3. |
Prohibited Transactions |
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No Covered Person may trade in a Reportable Security without first obtaining preclearance, unless otherwise exempt. |
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No Covered Person shall transact on the basis of material non-public information. |
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No Covered Person shall transact in any U.S, or European small or mid-cap securities, including ETFs |
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No Covered Person shall engage in significant short-term trading activity, especially day-trading, except for the purpose of avoiding extensive losses. Short-term trading is generally defined as engaging in a purchase and sale of a security within 15 days. Significant will be defined as more than one (1) short-term trade per month during a 12 month period. However, the Chief Compliance Officer reserves the right to review employee trades and may determine that either more or less activity may constitute short-term trading at the Chief Compliance Officers discretion. |
Pre -Clearance
Pre- clearance approval will expire one business day after the date the authorization is granted. If the trade instruction is not placed before such pre-clearance expires, the Covered Person is required to again obtain pre-clearance for the trade. In addition, if before placing the trade instructions, the Covered Person becomes aware of any additional information with respect to a transaction that was pre-cleared, Covered Persons shall not proceed further with the trade, without submitting a new pre-clearance request.
Covered Persons are not required to pre-clear the following types of transactions:
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Treasury securities issued by G8 countries (Canada, France, Germany, Italy, Japan, Russia, United Kingdom and United States) |
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Shares of stock listed on any Large Cap Index (e.g. Dax 30, S& P 500, Dow Jones 30, FTSE 100) |
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Shares of an Exchange Traded Fund that tracks a Large Cap Index |
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Purchases or sales which are executed without the knowledge of the Covered Person. (e.g. inheritance, stock split, etc ) |
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Transactions effected for, and Reportable Securities held in, an account over which the Covered Person has no direct or indirect influence or control: |
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Purchases which are part of an Automatic Investment Plan or DRIP or other regular investment in a selected security or securities subject to pre-approval of the first purchase under the scheme; |
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For those Covered Persons residing outside the United States, registered open ended investment vehicles within their respective jurisdictions which are not advised or sub-advised by BAM; |
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Securities acquired by the exercise of rights issued pro rata by an issuer to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired; |
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Spot Currency transactions are not considered Reportable Securities and as such are not subject to this requirement , |
4. |
Periodic Reporting Covered Persons |
All Covered Persons are required to report security holdings and transaction information for Reportable Securities to BAM on a periodic basis
Initial and Annual Holdings Reports. All Covered Persons must disclose all
Reportable Securities in any outside account no later than 10 days after becoming an Access Person, and annually thereafter during the month of January. Each such report must be current as of a date no more than 45 days before the report is submitted. For each Reportable Security the report must include the title and nd type of financial instrument, ticker symbol or CUSIP, number of shares, and the principal amount of each Reportable Security. The report must also include the name of any broker, dealer or bank with which the Covered Person maintains an account in which any Reportable Securities are held for the Covered Persons direct or indirect benefit. The report must also include the date the Covered Person submits the report.
Quarterly Trade Reporting Requirements. All Covered Persons must submit to the Chief Compliance Officer within 30 days after the end of the quarter in which such transaction occurs a report of every transaction in Reportable Securities, as described above, in which the Covered Person had, or as a result of the transaction acquired, any direct or indirect beneficial ownership. The dated report shall include the name and type of financial instrument, date of the transaction, nature of the transaction(buy/sell), ticker symbol or CUSIP, interest rate and maturity date (for fixed income securities), quantity, price, principal amount and bank, broker-dealer or financial institution through which the transaction was effected. The requirement will generally be satisfied by the sending of duplicate confirmations to the Chief Compliance Officer of trades and monthly account statements for all accounts in which a Covered Person has a beneficial interest. If there are Reportable Securities that do not appear on the confirmations or account statements (e.g., a private placement approved by the Chief Compliance Officer), employees must independently report such securities.
In lieu of Quarterly Transactions Reporting requirements (listed above) BAM allows Covered Persons to provide duplicate trade confirms and account statements. Such duplicates must be received no later than 30 days after the end of each calendar quarter and must reflect all transactions in Reportable or Covered Securities during the quarter.
Managed Accounts are accounts over which a Covered Person has no direct or indirect influence or control, meaning that the Covered Person has no discretion to trade in the account, and the account is being managed by an investment adviser or broker dealer. If any Covered Person has a Managed Account they will be required to submit quarterly transaction reports or duplicate statement copies. In addition, they will be required to complete the Non Discretionary Managed Accounts Disclosure. (Attachment A)
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Transactions effected pursuant to an automatic investment plan that has been approved by the Chief Compliance Officer are considered exempt from quarterly reporting requirements so long as no changes to the plan occur. However, an annual holdings report must be filed within 30 days of year-end.
5. |
Periodic Reporting Wilmington Trust |
As a sub advisor to the Wilmington Trust Funds, BAM has quarterly reporting and procedural obligations which include:
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Provision requiring the Fund and Adviser to use reasonable diligence and institute procedures reasonably necessary to prevent violations of its Code of Ethics. |
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Provision requiring the Funds Board of Directors to approve the Code of Ethics for the Fund as well as the Code of Ethics for the Adviser (if separate) prior to retaining the services of the Adviser. Prior to approval the Board must receive a certification from the Adviser that is has adopted procedures reasonably designed to prevent Access Persons from violating the Funds and/or Advisers Code of Ethics. |
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Provision requiring that any material changes to the Funds and/or Advisers Code of Ethics must be approved by the Funds Board within 6 months after adoption of the material change. |
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Provision requiring the Fund (other than a UIT defined below) and the Adviser to provide the Funds Board of Directors with a written report that describes any issues arising using the Code of Ethics or procedures since its last report including but not limited to any material violations of the Code or procedures and sanction imposed. This written report must be updated no less than annually and must include a re-certification that the Fund and Adviser have adopted procedures reasonably necessary to prevent Access Persons from violating the Code. |
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Provision requiring each Fund and Adviser to implement procedures by which appropriate management or compliance personnel review all Holdings/Transactions Reports submitted by Access Persons (explained below). |
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Provision requiring each Fund and Adviser to identify all Access Persons and inform them of their Holdings/Transactions Reporting obligations. |
The above obligations are fulfilled by monitoring Code of Ethics reporting via a third-party software system, My Compliances Office or through the quarterly reporting submitted to the Funds Board.
III. |
INSIDER TRADING |
In the course of business, BAM and its employees may have access to various types of material non-public information about issuers, securities or the potential effects of the Firms over investment and trading on the market for securities. Covered Persons may not trade a security while in the possession of material non-public information, either personally or on behalf of others
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nor may Covered Persons communicate material non-public information to others. This conduct is frequently referred to insider trading. The Firms insider trading prohibitions apply to all Covered Persons and extend to activities within and outside their duties as employees of the Firm.
1. |
Who is an insider? |
The concept of insider is broad and includes officers, directors and employees of a company. In addition, a person can become an insider if he or she enters into a special confidential relationship with the company and is given access to information solely for the companys purpose (e.g., attorneys, accountants, consultants, advisors).
2. |
What is Material Information? |
Material information is generally defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a security.
3. |
What is Non-public Information? |
Information is considered non-public until it has been effectively communicated to the marketplace. One must be able to point to some fact to show that the information is available to the general public. For example, a press release, an SEC filing, an article in The Wall Street Journal or other publications of general circulation.
4. |
Identification and Prevention of Insider Information |
If a Covered Person believes that he or she is in possession of information that is material and non-public, or has questions as to whether information is materials and non-public, the following steps should be taken:
|
Immediately report the matter to the Chief Compliance Officer. |
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Do not trade in the security or a related-security on behalf of yourself or others. |
|
Do not communicate the information inside or outside the Firm other than to the Chief Compliance Officer. |
If it is determined that a Covered Person is in possession of material non-public information, the Chief Compliance Officer will place the security on the Firms restricted list. All decisions about whether to restrict a security, or remove a security from restriction, shall be made by the Chief Compliance Officer. Restrictions on securities also extend to derivatives, rights and warrants relating to such securities.
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5. |
Penalties for Insider Trading |
Penalties for trading on or communicating material non-public information are severe, both for individuals involved in such unlawful conduct and their employers and may include civil penalties up to three times the amount of any profit gained or loss avoided. Additionally, willful violations may result in other significant criminal penalties, including fines up to $5 million and/or imprisonment up to 20 years for an individual and fines up to $25 million for a business. A person can be subject to some or all of the applicable penalties even if he or she does not personally benefit from the violation.
IV. |
GIFTS AND ENTERTAINMENT |
The giving or receiving of gifts or other items of value to or from persons doing business or seeking to do business with the Firm could call into question the independence of its judgment as a fiduciary of its clients. Therefore, the overriding principle is that Covered Persons should not accept inappropriate gifts, favors, entertainment, special accommodations, or other things of material value that could influence their decision-making or make them feel beholden to a person or firm. Similarly, Covered Persons should not offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to the Firm or the Covered Persons.
1. |
Gifts |
On occasion, because of an employees position with the Firm, an employee may be offered, or may receive, gifts or other forms of non-cash compensation from a client, prospective client, or any person or entity that does or seeks to do business with the Firm. Extraordinary or extravagant gifts are not permissible and must be declined or returned, absent approval by the Chief Compliance Officer. Gifts of a nominal value not exceeding $100 USD annually may be accepted.
Similarly, Covered Persons may give gifts of an aggregate value not exceeding $100 USD per recipient per year to clients, prospective clients, or any person or entity that does or seeks to do business with the Firm on occasions when gifts are reasonable and customary.
2. |
Entertainment |
On occasion, Covered Persons may provide or accept reasonable entertainment to or from a client, prospective client, or any person or entity that does or seeks to do business with the Firm, provided there is a business purpose for the entertainment and both parties are present and attend the event. To the extent that one of the parties is not present, the occasion will be treated as a gift and the gift rules discussed in the previous section shall apply. In addition to the policies and procedures outline herein, please refer to BAMs Travel and Entertainment Policy for further guidelines.
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3. |
Prohibited Activities |
Covered Persons should keep in mind the following prohibited activities when given or receiving gifts and/or entertainment:
|
Under no circumstances shall a Covered Person solicit gifts or gratuities from clients, prospective clients, or any person or entity that does or seeks to do business with the Firm. |
|
Covered Persons may not give or accept any gifts with an aggregate value in excess of $100 USD per year to or from any a client, prospective client, or any person or entity that does or seeks to do business with the Firm. If a Covered Person receives a gift with a value in excess of $100 USD, the Chief Compliance Officer must be notified immediately so as to determine the best course of action. Generally, the Covered Person will be required to return the gift. However, at the discretion of the Chief Compliance Officer and in situations where returning the gift would not be remedial (e.g., the gift is custom engraved), the Covered Person may be allowed to make a donation to charitable organization in the amount of gift or may elect to purchase the item directly from the giving party. |
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The giving or receiving of any cash or cash-equivalent gift (e.g., gift cards, vouchers, checks, etc.), regardless of value, is strictly prohibited. |
|
No Covered Persons may provide or accept extravagant or excessive entertainment to or from a client, prospective client, or any person or entity that does or seeks to do business with or on behalf of the adviser. |
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Covered Persons may not make any payments or other account adjustments to Clients in order to resolve any type of complaint. All such matters must be handled by the Chief Compliance Officer. |
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ERISA prohibits the acceptance of fees, kickbacks, gifts, loans, money and anything of value that is given with the intent of influencing decision-making with respect to any employee benefit plan. The acceptance or offering of gifts, entertainment or other items may be viewed as influencing decision-making and, therefore, unlawful under ERISA. |
Many public employee benefit plans are subject to similar restrictions. Covered Persons should never offer gifts, entertainment or other favors to ERISA clients or prospects without the Chief Compliance Officers approval.
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Any gifts or entertainment to U.S. and foreign public officials, including elected officials or those working for semi-governmental entities, must be pre-approved by the Chief Compliance Officer. |
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V. |
POLITICAL CONTRIBUTIONS |
The Advisers Act requires BAM to implement a policy against pay-to-play practices. Such practices are those where RIAs or their employees make direct or indirect payments to state and local government officials which are perceived to improperly influence the award of government investment business. Such payments could occur by contributing to a political campaign or political action committee (PAC) or through gifts and entertainment to government or elected officials, addressed in Section IV above.
Rule 206(4)-5(a)(1) generally prohibits a RIA from receiving compensation for providing advice to a government entity within two years after a contribution to an official of the government entity has been made by the adviser or by any of its covered associates (the Two-Year Time Out Rule).
As a result of the Two-Year Time Out, no Covered Person may make a contribution to a local, state or federal political campaign, PAC without written pre-approval from the Chief Compliance Officer. Please note that many dinners and events are sponsored on behalf of a political campaign. Purchasing tickets to such events requires pre-approval from the Chief Compliance Officer.
VI. |
OUTSIDE BUSINESS ACTIVITIES |
Our fiduciary duties to Clients dictates that the Firm and its Covered Person devote their professional attention to the Client interests above their own and those of other organizations. Accordingly, Covered Persons may not engage in any outside business activities without the prior written consent of the Chief Compliance Officer. Generally, Covered Persons are prohibited from engaging in outside business or investment activities that may interfere with their duties with the Firm.
1. |
What is an outside business activity? |
Outside business activity includes any business enterprise, whether for compensation or not, that is outside the scope of the Covered Persons duties to the Firm. These activities include, but are not limited to:
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providing investment advisory or financial services; |
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acting as a proprietor, partner, officer, director, trustee, consultant, employee, agent or having any financial interest in another business or organization; |
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non-compensated positions where a Covered Person is acting in a fiduciary capacity (e.g., treasurer, power of attorney, charitable trust officer or director for a non-profit company) other than with respect to a family member; |
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business affiliations, including directorships of private companies, consulting engagements, or public/charitable positions; |
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speaking engagements (whether compensated or not); |
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any other activity where the Covered Person is to receive compensation (e.g. part-time employment, writing a novel); |
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any other activity where the Covered Person is to give opinions, thoughts or advice on investments, securities, markets, strategies or related topics (e.g., lecturing at a university, writing a blog, article, white paper or book). |
Non-compensated volunteer activities, such as service at a food kitchen or an animal shelter does not need to be disclosed.
2. |
Disclosure |
Employees should disclose to the Chief Compliance Officer, in writing, any outside business activity as defined above within 10 days of becoming a Covered Person. Prior to undertaking any new activities, the Covered Person must obtain written approval from the Chief Compliance Officer. Activities that present a clear conflict of interest or could harm the reputation of the Firm will not be permitted. Certain activities may require additional reporting at the discretion of the Chief Compliance Officer.
VII. |
CONFIDENTIALITY |
During the course employment, Covered Persons may have access to confidential information related to BAMs business. Confidential Information is any and all non-public, confidential or proprietary information in any form concerning the Firm or its Clients or any other information received by the Firm from a third party to whom the Firm has an obligation of confidentiality. Confidential Information may be in written, graphic, recorded, photographic or any machine-readable form or may be orally conveyed to the Firm or its employees.
1. |
Information about the Firm, Clients, Investors, Related Parties, Employees and Others |
Information related to the BAMs business includes information about BAM, as well as information related to the BAMs models, investments, clients, investors, related parties, independent contractors and employees. You may also have access to confidential information about competitors in the industry. You may not, either during your period of service to the BAM or thereafter, directly or indirectly use or disclose to anyone any such confidential information, except as permitted by this Manual or other applicable policies. It is impermissible to share confidential information obtained regarding a third party with anyone outside of BAM, including another division of Berenberg Hamburg, except when a party has signed a confidentiality agreement.
2. |
Prior Employers Confidential Information and Trade Secrets |
Do not disclose to BAM, or use during your employment at BAM, any confidential or proprietary information or trade secret of a prior employer, unless the information or trade secret is then public information through no action of your own or unless previously agreed to by the prior employer. In addition, you must not encourage outside parties to share information that may be
confidential or proprietary to their employer or their employers trade secrets with you.
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All originals and copies of Confidential Information are the sole property of the Firm. Upon the termination of employment for any reason, or upon the request of the Firm at any time, each Covered Person will promptly deliver all copies of such materials to the Firm. During employment with the Firm and at all times thereafter, no Covered Person will remove or cause to be removed from the premises of the Firm any of the foregoing property, except in furtherance of his or her duties as a Covered Person.
POLICIES & PROCEDURES
I. REGISTRATION REQUIREMENTS
The disclosure requirements of the Advisers Act are designed to ensure that Clients and prospective Clients receive material information about the Firm and to prevent the Firm from perpetrating fraud or deceit upon its Clients. The Advisers Act and its rules prescribe disclosures that must be made in the Firms brochure (Form ADV, Part II).
1. |
Form ADV |
Pursuant to Rule 204-1, BAM must maintain the accuracy of the information provided in its Form ADV. Form ADV is divided into two parts (Part I and Part II). Part 1A requests certain basic information about the Firm and its business, including its executive officers and owners, numbers and types of Clients, and amount of assets under management.
Part II of Form ADV requires information concerning the Firms business, including a description of advisory services provided and fees charged, the types of Clients to which the Firm generally provides services, the types of securities on which the Firm provides advice, the Firms methods of security analysis, sources of information and investment strategies, any standards of education or business experience required of those involved in giving investment advice to Clients, the education and business background of members of the Firms investment committee, material activities of the Firm, financial industry affiliations of the Firm, the nature of the Firms participation or interest in Client securities transactions, and brokerage placement practices, including soft dollar arrangements.
2. |
Annual and Other Form ADV Amendments. |
All amendments to the Firms Form ADV reflecting changes in its operations, policies, procedures or management must be filed timely, in accordance with the following requirements:
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Form ADV must be amended promptly to reflect (i) any changes in Items 1 (identifying information), 3 (form of organization), 9 (custody), or 11 (disciplinary information) of Part 1A; or (ii) any material change in Items 4 (successions), 8 (participation or interest in client transactions), or 10 (control persons) of Part 1A or any part of the advisers brochure (Part 2A) or brochure supplement (Part 2B) become materially inaccurate. While there is no formal definition of the meaning of promptly, the industry generally uses 30 days as a rule, and the SEC staff has informally stated this as a standard. |
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The Form ADV must be amended and updated annually within 90 days after the end of its fiscal year. Changes to Parts 1 and II of the Firms Form ADV other than as described above are to be filed at the time of the annual amendment. |
3. |
Brochure Rule |
The Firm is required by Advisers Act Rule 204-3 to deliver to Clients a written disclosure statement containing the same information required to be disclosed in Part II of Form ADV. The Firm may either submit the actual Part II to Clients, or provide a separate narrative statement containing all the information that appears in Part II. The Firm must initially deliver this information not less than 48 hours prior to entering into an investment advisory contract or, as an alternative, may deliver this brochure at the time the Client enters into the contract, if the Client is given the right to terminate the contract without penalty within five business days after entering into it.
The brochure rule also requires the Firm annually to deliver or offer in writing to deliver to existing Clients an updated version of the information in the brochure or Form ADV Part II if there are material changes in the brochure since the prior annual amendment.
Amendments to the brochure must be delivered to clients promptly if the amendment adds a disclosure of an event, or materially revises information already disclosed about an event, in response to Item 9 (Disciplinary Information).
4. |
Other |
Disclosures made in the Firms Form ADV may appear or be used in other documents or communications to Clients or prospective Clients. Other contracts, marketing materials, and offering documents must be evaluated to assess their impact and consistency with the Firms Form ADV disclosures.
While there is no general requirement that all amendments to Form ADV be provided to Clients at the time filed. The Chief Compliance Officer should consider, however, whether any amendment is sufficiently material that Clients would be misled in continuing their relationship with the Firm without benefit of the information in the amendment.
Brochures must be sent to Clients within seven days after a request for the brochure is received.
5. |
Procedures |
Brochure Delivery. The Chief Compliance Officer will be responsible for delivering (or monitoring delivery of) a current copy of the Form ADV, Part II (or equivalent brochure) to Clients not less than 48 hours prior to entering into an investment advisory contract or, at the time the Client enters into the advisory agreement, if the Client is given the right (generally set forth in the advisory agreement) to terminate the agreement without penalty within five business days after entering into it. Evidence of such delivery will be maintained in accordance with recordkeeping rules.
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The Form ADV, Part II (or equivalent brochure) must be sent to Clients and investors within seven days after a request for the brochure is received or after an amendment to the brochure requires delivery. The names of Clients and investors and evidence of the delivery of the Form ADV, Part II (or equivalent brochure) shall be maintained by the Chief Compliance Officer.
Annual Update of Form ADV. The Firm must prepare an updated Form ADV each year within 90 days after its fiscal year end. The Chief Compliance Officer has responsibility for collecting information necessary for the annual update of Form ADV and for filing with the IARD. The Chief Compliance Officer also will be responsible for the filing of Form ADV Part 1 and II and for the payment of the appropriate funds to IARD to cover filing fees, which are based on the Firms assets under management.
Annual Offer of Brochure. The Chief Compliance Officer has responsibility for overseeing that the current version of the Firms Form ADV, Part II (or equivalent brochure) is offered annually to Clients.
Evidence of the annual offer and the delivery of the Form ADV, Part II (or equivalent brochure) shall be maintained by the Chief Compliance Officer.
II. |
SUPERVISION |
Violations of the Advisers Act or any of the other laws, rules and regulations to which BAM is subject may result in penalties being imposed on the Firm, its supervisors, and/or its employees by one or more regulatory authorities, and, in addition, may subject the Firm, its supervisors, and/or its employees to civil and criminal liability. Civil penalties may be severe, including life-long expulsion from the securities industry and significant monetary fines.
As such, BAM has described herein a framework for Covered Persons to engage in business with U.S. Clients. Effective supervision is an integral part of achieving BAMs goals, and the procedures described herein are meant as basic guidance through which supervisors oversee BAMs activities. It is a potential violation of law for BAM and/or its designated supervisor to fail to implement or enforce these procedures.
Supervision may be delegated to others where appropriate, however, designated supervisors are responsible for the ultimate supervision of an assigned area. More detailed guidance for supervisors and employees may be available for some of the topics covered in the Manual, and other may be promulgated from time to time. In addition, some teams may choose to issue specialized guidance as of their own.
If a supervisor discovers any violations of BAMs policies and procedures, or if the supervisor discovers any red flags suggesting a possible violation of Firm policies or procedures or of securities laws and regulations, then that supervisor shall promptly discuss the matter with the Chief Compliance Officer. The Chief Compliance Officer shall promptly investigate the matter
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and take such action, if any, as he or she believes is appropriate to prevent any further violations while the investigation is ongoing. Such action may include, but is not limited to, subjecting the suspected employee(s) to enhanced supervision, implementing revised procedures, or temporarily removing the suspect employee(s) from his or her position until the investigation is complete. Once the investigation is complete, the Chief Compliance Officer shall report the results of the investigation to the Firms other executive officers with his or her recommendation regarding the action, if any, to take. Any action will be implemented collectively by the executive officers.
1. |
Review of Other Offices |
On an at least annual basis, the Chief Compliance Officer shall conduct a review of all offices outside BAMs principal office and place of business (Chicago, Illinois U.S.) conducting investment advisory business for U.S. clients, including but not limited to Hamburg, Germany. When the Chief Compliance Officer is based in Germany, he or she will review the Chicago, Illinois office on an annual basis.
III. |
REGULATORY REPORTING |
1. |
Beneficial Ownership Reports |
Section 13(d) of the Exchange Act requires any person, or group of persons acting in concert, who acquire beneficial ownership of more than 5% of a class of an issuers equity securities to file a Schedule 13D with the SEC, each national securities exchange on which the securities are listed and the issuer within 10 days of exceeding the 5% ownership level.
The purpose of Section 13(d) is to alert the marketplace to shifts in ownership that may signal a change in control of a public company. For purposes of Section 13(d), an equity security is defined to include (i) any equity security registered under Section 12 of the Exchange Act (this includes all public listed companies and certain others with more than 500 shareholders), (ii) any equity security of certain insurance companies, and (iii) any equity security issued by a registered closed-end investment company. Schedule 13D must be amended promptly upon the occurrence of any material change, including the purchase or sale of 1% of the class of securities.
Certain institutional investors, including investment advisers, who have acquired equity securities in the ordinary course of business and not with the purpose or effect of changing or influencing control of the issuer may file a short form report of beneficial ownership on Schedule 13G. This report must be filed within 45 days after the end of the calendar year in which the adviser becomes the beneficial owner of more than 5% of the issuers equity securities, within 10 days after the close of any month in which the adviser becomes the beneficial owner of more than 10% of a class of equity securities, or within 10 days after the end of any month in which the advisers beneficial ownership increases or decreases by 5% or more of the outstanding securities in the class. The adviser must amend its Schedule 13G annually to reflect changes in the information therein.
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As a matter of policy, the Firm does not invest on behalf of Clients with the intention of affecting control of issuers. The acquisition of more than 5% of the equity securities of an issuer by the Firm for its Clients would be rare, and would occur only in the ordinary course of business as an adviser and not with the purpose of effecting control of the issuer. Accordingly, the Firm does not anticipate the filing of any Schedule 13Ds, and anticipates rarely, if ever, filing Schedule 13Gs.
2. |
Institutional Investment Manager Reports |
For each quarter in which the Firm exercises investment discretion with respect to $100 million or more in securities subject to Section 13(f) of the Exchange Act, the Firm files a Form 13F with the SEC. Form 13F securities are generally equities and traded on a national securities exchange or quoted on Nasdaq (Section 13(f) Securities) and some convertible debt securities. The obligation to file a Form 13F arises at the end of the first calendar year in which the Firm exercises discretion over Section 13(f) Securities with a market value of at least $100 million as determined at the end of any month during the preceding year and will continue as long as the Firm continues to have such discretion.
3. |
Insider Ownership Reports |
Section 16 of the Exchange Act imposes reporting requirements on directors, officers and shareholders that own more than 10% of a public company with regard to their transactions in the equity securities of that company. The purpose of this provision is to alert the marketplace to the trading activity of corporate insiders, who by virtue of their positions, may be expected to have knowledge of the companys business and operations. Any person who becomes a greater than 10% shareholder must file a Form 3 with the SEC within 10 days. Thereafter any transactions by that person in the issuers securities must be reported on Form 4 by 10:00 p.m. on the second business day after the transaction. The 10% shareholder must file a Form 5 within 45 days after the end of the issuers fiscal year to report exempt transactions and any previously unreported transactions in the issuers securities.
The Firm might initially be deemed to be a beneficial owner of more than 10% of a companys shares if it purchased such an amount for Client accounts, because it has voting or investment power with respect to such securities. However, there is an exemption from the reporting requirement for advisers who acquire the threshold amount of securities in a fiduciary capacity, in the ordinary course of business and not with the purpose or effect of changing or influencing control of the issuer.
The Firm does not anticipate acquiring more than 10% of the securities of any public company, and would only do so in a fiduciary capacity in the ordinary course of business and without the intention of changing or influencing control of the issuer. Accordingly, the Firm does not anticipate filing Forms 3, 4 or 5.
4. |
Procedures |
Responsibility. The Investment Operations team will provide a quarterly report of (1) all the equity positions held by U.S. accounts and (2) regulatory assets under management of each U.S. account to the Chief Compliance Officer. The Chief Compliance Officer is responsible for monitoring
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compliance with and making any of the regulatory filings described in this section with the SEC in a timely manner. All filings with the SEC described in this section must be filed electronically using the SECs EDGAR electronic filing system. It is expected that the Portfolio Management team will notify the Chief Compliance Officer prior to entering into a sizeable equity position in any U.S. portfolio.
Schedule 13D and 13G. The Chief Compliance Officer will monitor the Firms trading to determine whether any Schedule 13D or 13G filing is required and will prepare any required Schedule 13D or 13G filings. The Firm does not anticipate the filing of any Schedule 13Ds, and anticipates rarely, if ever, filing any Schedule 13Gs.
Form 13F. The Chief Compliance Officer monitors the Firms holdings each quarter to determine whether a Form 13F filing is required. The Chief Compliance Officer will prepare Form 13F filings. In preparing the filing, the Chief Compliance Officer will determine which of the securities over which the Firm has discretion are considered Section 13(f) Securities by consulting the SECs Official List of Section 13(f) Securities (and any updates thereto since the previous publication of the full list). The market values of such securities at the close of business on the last trading day of the quarter for which the Form 13F is prepared are determined in accordance with the Firms valuation policy. All Section 13(f) Securities over which the Firm has investment discretion are reported on Form 13F, unless it is determined by the Chief Compliance Officer that certain smaller positions shall not be included. For these purposes, any position that both is fewer than 10,000 shares and less than $200,000 in market value may be omitted. In addition, any positions with respect to which the Firm does not exercise investment discretion may be omitted. This includes, for example, any securities held in a Clients account, but which the Client has directed may not be sold.
Filing Procedures. The Chief Compliance Officer will file Form 13F through the SECs EDGAR electronic filing system within 45 days after the end of the calendar quarter for which the filing is made. The Firm does not anticipate the filing of any Schedule 13Ds, and anticipates rarely, if ever, filing any Schedule 13Gs. If required, the Chief Compliance Officer will file Schedule 13G through the SECs EDGAR electronic filing system within 45 days after the end of the calendar year in which the Firm becomes the beneficial owner of more than 5% of the issuers equity securities, within 10 days after the close of any month in which the Firm becomes the beneficial owner of more than 10% of a class of equity securities, and within 10 days after the end of any month in which the Firms beneficial ownership increases or decreases by 5% or more of the outstanding securities in the class.
IV. |
LIMITS ON AUTHORITY |
Your authority to act on behalf of BAM is limited by various laws, regulations, corporate charters, bylaws and resolutions and by internal policies and procedures. You may not sign any documents, or otherwise represent or exercise authority on behalf of BAM unless you are specifically authorized to do so.
Any Covered Person who is authorized to take action on behalf of BAM must first conduct appropriate inquiries and due diligence to determine that the taking of such action is appropriate and consistent with the Firms business objectives, policies and procedures. Covered Persons who
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are responsible for supervising any other person in connection with actions taken on behalf of BAM, must provide appropriate supervision under the circumstances, which may include independently verifying information and conducting additional inquiries, to ensure that it is appropriate to rely on such information.
V. |
ANTI-MONEY LAUNDERING |
It is the policy of BAM to comply with all applicable federal and state laws and regulations designed to combat money laundering. BAMs goal is to conduct business only with legitimate, law-abiding investors.
Money laundering consists of moving cash or other financial assets attributable to illicit activities through one or more legitimate accounts, businesses or other conduits for the purpose of making such cash or assets appear to be attributable to legitimate activities or otherwise more difficult to trace back to their illicit source.
1. |
AML Procedures |
RED FLAGS
Any suspicious activities of any BAM potential investors or investors must be reported promptly to the Chief Compliance Officer. Suspicious activities are difficult to define and are generally left to the common sense of the individual. However, signs of suspicious activity may include:
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Unusual concern exhibited by an investor regarding BAMs compliance with the AML laws, rules and regulations or other government reporting requirements; |
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An investor (or persons/entities publicly associated with such investor) that has a questionable background or is the subject of news reports indicating possible criminal, civil or regulatory violations; |
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Someone who appears to be acting on behalf of another but declines or is reluctant to provide any information in response to questions about that entity; |
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An institutional investor that is a non-U.S. bank that declines to provide information regarding ownership; |
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An investor who refuses or fails to provide requested documents or information; |
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Information provided by the investor appears false or suspicious, is inconsistent or cannot be explained after additional inquiries; |
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The investor appears to be controlled by a senior foreign political figure; |
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Wire transfers or transactions with individuals or entities, or through countries, identified by the U.S. Department of Treasury of being a primary money laundering concern, financial secrecy haven countries, or otherwise reasonably suspected of money laundering, terrorism or other illegal activities without an apparent business reason; and |
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Any suspicious financial transactions, such as capital contributions made in the form of cash, travelers checks, money orders, cashiers checks or third-party checks. |
In the event that the Chief Compliance Officer discovers or is informed of suspicious activity, he or she shall consult with such persons and take such action as he or she deems appropriate given the facts and circumstances, including investigating the suspicious activity and potentially voluntarily filing a suspicious activity report. The Chief Compliance Officer shall make a record of suspicious activity about which he or she becomes aware and the steps taken to investigate the activity. The Chief Compliance Officer shall keep strictly confidential the facts, circumstances, and records of suspicious activities, as well as his or her investigatory actions, and the final outcomes. For business and security purposes, no one other than senior management or the Chief Compliance Officer may contact any investor suspected of suspicious activities.
INVESTOR IDENTITY INFORMATION
Prior to the acceptance of a new investor the Chief Compliance Officer will obtain the following information regarding the prospective investor:
Legal Entities
The Chief Compliance Officer shall obtain the following information from potential investors that are legal entities (such as a corporation, partnership or trust):
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Address, which shall be the address for the entitys principal place of business, local office or other physical location; |
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Taxpayer identification number; and |
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For corporations, partnerships, or other legal entities, the names of any persons authorized to transact business of behalf of the entity and a certificate of incorporation, a business license, any partnership agreements, any corporate resolutions, or similar documents. |
Individuals
Though at this time BAM does not anticipate providing investment services to individuals, if, however, that situation arises, the Chief Compliance Officer shall obtain the following information from potential investors that are individuals:
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Name; |
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Address, which shall be a residential or business street address; |
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Date of birth; |
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Identification Number, which shall be: (i) for a US person, a taxpayer identification number; or (ii) for a non-U.S. person/ one or more of the following, a taxpayer identification number, a passport number and country of issuance, an alien identification card number, or the number and country of issuance of any other government-issued document evidencing nationality or residence and bearing a photograph or similar safeguard, and all necessary U.S. tax forms. |
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Net worth and annual income; and |
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The source of the funds to be used in the transaction. |
INVESTOR INDENTITY VERIFICATION PROCEDURES
In addition to obtaining the required information discussed above, the Chief Compliance Officer shall verify the identity of the investor through either documentary or non-documentary means.
Verification of Identity through Documents
The Chief Compliance Officer may review the following documents if they are available to verify an investors identity:
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For an individual, an unexpired government-issued identification evidencing nationality or residence and bearing a photograph or similar safeguard, such as a drivers license or passport; and |
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For a person other than an individual (such as a corporation, partnership or trust), documents showing the existence of the entity, such as certified articles of incorporation, a government issued business license, a partnership agreement, or a trust agreement. |
Verification of Identity through Non-Documentary Methods
The Chief Compliance Officer may verify an investors identity through the following non- documentary methods:
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Consulting with a third party database; |
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Independently verifying the investors identity through the comparison of information provided by the investor with information obtained from a consumer reporting agency, public database, or other source; |
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Communicating (whether by direct contact or by telephone or electronic communications) with the investor for the purpose of obtaining credible assurances regarding the source of the Investors capital that will be contributed to the applicable member of the Firm or information about the Investor generally; |
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Conducting background checks; |
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Obtaining additional references; |
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Asking the investor for additional information; and/or |
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Verifying the identity of persons authorized to make investment decisions on behalf of the investor. |
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In order to determine whether the investor should be permitted to invest with BAM, the Chief Compliance Officer may solicit and/or consider references received from third party institutions where: (a) the potential BAM investor maintains an account and (b) the third party institution is required to conduct client identification diligence under the USA Patriot Act or similar laws and/or regulations.
In determining whether to consider references received from third party institutions, the Chief Compliance Officer shall consider among other things:
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the anti-money laundering laws and regulations of the jurisdiction in which the institution is organized; |
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the regulatory status of the institution; |
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the institutions anti-money laundering due diligence policies and procedures; and |
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the personnel, reputation and history of the institution in the investment industry. |
Representations and Warranties
In cases where the Chief Compliance Officer deems appropriate, he or she will obtain appropriate representations and warranties from a prospective investor about the investors identity.
Enhanced Due Diligence and Escalation Procedure
The information identified in this Policy is the minimum information to be collected. The Chief Compliance Officer shall collect additional information from potential investors as is necessary to ensure that BAM knows its investors. The steps taken to obtain additional information will be determined on a case-by-case basis. Based on an assessment of the risk posed by the investor, the Chief Compliance Officer may ask for additional information and documentation about the identity of the individual or with authority or control over an investor that is not an individual.
RECORDS RETENTION
The Chief Compliance Officer or Investment Advisor shall provide the BAM Know Your Customer Request Form Institutional Corporate (a sample is included at Appendix 13.2.4 to this Manual) to the prospective investor. The completed Form and all supporting documentation obtained pursuant to the procedures identified above will be retained for a period of 5 years from the date the record is made. The record shall, at a minimum, include:
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All identifying information about an investor; |
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A copy or description of any document relied upon to verify an investors identity. The description shall include the type of document, any identification number contained in the document, the place of issuance and, if any, the date of issuance and expiration date; |
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A description of the methods and the results of any measures undertaken to verify the identity of an investor; |
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Results from any third party databases used in the analysis; and |
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A description of the resolution of each substantive discrepancy discovered when verifying the investors identify. |
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ANNUAL REVIEW
On an annual basis Compliance or a third party designee shall perform a review of all existing investors and the completed Know Your Customer Diligence Checklist and retain a record of all information obtained during the review.
2. |
Office of Foreign Asset Control (OFAC) |
PROCEDURES FOR NEW INVESTORS
Prior to admitting a new investor, the Chief Compliance Officer shall review the alphabetical master list of Specially Designated Nationals and Blocked Persons located at OFACs web page (http://www.ustreas.gov/offices.enforcement/ofac) to ensure that the investor is not included on such list.
In addition, the Chief Compliance Officer shall review any new investor to determine whether or not the investor resides in, or is a citizen of, the countries subject to a sanction regime.
The Chief Compliance Officer shall make and retain a record which evidences that the review was completed and includes the date that the review was conducted.
ANNUAL TESTING OF EXISTING INVESTORS
On an annual basis, the Chief Compliance Officer shall review the list of investors in BAMs clients against the alphabetical master list of Specially Designated Nationals (SDN) and Blocked Persons located at OFACs web page (http://www.ustreas.gov/offices.enforcement/ofac/).
If it is determined that an existing investor is included on the OFAC List, the Chief Compliance Officer must take immediate action to freeze the assets in such investors account, in accordance with the provisions of Executive Order 13224, which blocked all property and interest in property of those on the list.
The Chief Compliance Officer shall create and retain a record(s) to evidence the annual review. Such record shall be in such form and shall contain such information as the Chief Compliance Officer deems reasonably necessary to demonstrate that the review occurred.
3. |
Reliance upon Third Parties |
The Chief Compliance Officer may determine that it is necessary or desirable for BAM to rely upon a third party to perform one or more of the steps identified above with respect to AML and OFAC. For example, BAM may decide to rely upon a placement agent to screen potential investors for SONs and Blocked Persons.
In all cases where BAM will rely upon third parties, Compliance shall ensure that any agreements between BAM and a third party with whom it shares anti-money laundering responsibilities specifically allocate between the parties their respective obligations for compliance with applicable U.S. AML laws and regulations as well as the laws and regulations applicable in the home country jurisdiction of the account.
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In all cases where BAM will rely upon third parties, the Chief Compliance Officer shall annually obtain assurances (e.g., a certification) from a third party that it complies and will continue to comply with the third parties and BAMs anti-money laundering and investor due diligence policies, procedures and controls.
4. |
Enhanced Due Diligence for Senior Foreign Political Figures |
The Firm may admit investors who are Senior Foreign Political Figures, members of a Senior Foreign Political Figures Immediate Family, or any Close Associates of a Senior Foreign Political Figure only after performing enhanced due diligence.
5. |
Foreign Shell Banks |
The Firm strictly prohibits foreign shell banks from investing in a fund. In addition, the Firm will not knowingly accept subscription funds that originate from, or are routed through, an account maintained at a foreign shell bank, or an offshore bank. A foreign shell bank is a foreign bank that does not have a physical presence in any country, unless the shell bank is an affiliate of a depository institution, credit union or foreign bank that maintains a physical presence in the United States or a foreign country and is supervised by a banking authority (a regulated affiliate).
A foreign bank is defined in proposed regulations as any organization that (i) is organized under the laws of a foreign country; (ii) engages in the business of banking; (iii) is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or principal banking operations; (iv) receives deposits in the regular course of its business; and (v) has the power to accept demand deposits, but does not include the U.S. branches or agencies of a foreign bank.
If any potential investor is a foreign bank, the Chief Compliance Officer will have the potential investor complete a certification to ensure that it is not a shell bank. The United States Department of the Treasury publishes certification and periodic recertification forms for foreign banks to affirm that they are not shell banks. The certification forms are published in Appendices A and B to Subpart I of 31 CFR Part 103. An offshore bank is a foreign bank that is barred, pursuant to its banking license, from conducting banking activities with the citizens of, or with the local currency of, the country that issued the license, but does not include a regulated affiliate. In addition, if the Chief Compliance Officer has any reason to question whether an existing foreign bank is a shell bank, the Chief Compliance Officer will have the investor complete such certification and complete the recertification form periodically as required by the Department of Treasury regulations. As of the time these procedures were drafted, the Department of Treasury regulations require recertification every 3 years.
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VI. |
INVESTOR COMPLAINTS |
A complaint is defined as any written communication (including electronic communication) from an investor, or any person acting on behalf of an investor, alleging a grievance involving the activities of the Firm or any of its employees. For the purposes of this definition, activities includes, but is not limited to, claims of errors, unprofessionalism or improper management. However, a grievance regarding performance would not be a complaint for the purposes of this policy.
All written complaints must be forwarded to the Chief Compliance Officer or designee for proper resolution. The Chief Compliance Officer or designee shall review and address any complaints the Firm may receive. If applicable, a supervisor will also need to respond to any complaints from investors. The Chief Compliance Officer or designee will retain a central file for all complaints received by the Firm and its employees. Complaint files will include the complaint and a record of the action taken by the Firm (including reply letters), if any, in response to such complaint. The Chief Compliance Officer or designee will clearly identify and separate the investor complaint file from other correspondence files.
VII. |
COMMUNICATIONS |
1. |
Clients |
All oral and written communications to Clients or their representatives must be professional, accurate, balanced and not misleading in any way. To ensure the highest of privacy measures are taken, any investment related business must be conducted using BAMs computers and servers.
All written communications, including emails, are subject to review and monitoring by the Chief Compliance Officer. Therefore, any communications relating to BAM prospective or current clients will be conducted through BAM communications. Currently, this includes:
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Bloomberg chat |
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Bloomberg messages |
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Blackberry messenger |
Employees are prohibited from using personal emails, personal phones, chat rooms, social media or any other communication system outside of BAM to communicate with Clients.
Additionally, all dual-hatted Covered Persons located in Hamburg are required to include a member of the Chicago office in any emails sent directly to Clients. In the event that a Client sends an email directly to a Hamburg-based Employee, the Employee is required to forward the email to a member of the Chicago office prior to responding.
Please refer to other Firm policies, including Investor Complaints, Confidentiality, and Marketing for additional information on communications with Clients.
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2. |
Media / Press |
Inappropriate disclosure of information or public statements can cause misunderstanding and uncertainty among our investors and prospective Employees and can damage the Firms reputation. This media policy applies to every Employee, whether full time, part time or temporary, and every independent consultant hired by the Firm.
The Board of Directors of BAM has designated the Chief Executive Officer as the designated spokesperson of BAM in the U.S. No other Covered Person is authorized to comment to the press or media or appear in public in matters relating directly or indirectly to the Firm without pre-approval from the Board of Directors of BAM or the designated spokesperson.
All media calls or queries must be referred immediately to the designated spokesperson who will discuss any matters of legal or compliance sensitivity with the Chief Compliance Officer.
3. |
Regulators |
All regulatory inquiries concerning the Firm are handled by the Chief Compliance Officer. Employees receiving such inquiries, whether by mail, telephone or personal visit, must refer them immediately to the Chief Compliance Officer. Under no circumstances should any documents or material be released without prior approval of the Chief Compliance Officer, nor should any Employee have substantive discussions with any regulatory personnel without prior consultation with the Chief Compliance Officer.
4. |
Social media |
Employees should also take note that their publicly available posts and other social media and networking use may be monitored. There should be no expectation of privacy in the use of the Firms internet, emails, any use of blogs, instant messages, company-owned cellular phones and text messages on company-owned equipment under this policy. Every message leaves an electronic trail thats both traceable to a specific individual and accessible by BAM even if it is deleted. Blogging or other forms of social media or technology include but are not limited to: video or wiki postings, sites such as Facebook and Twitter, chat rooms, personal blogs or other similar forms of online journals, diaries or personal newsletters.
No employee may:
(i) |
use BAM-owned equipment, including computers, company-licensed software or other electronic equipment, or company facilities or company time, to conduct personal blogging or social networking activities; |
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(ii) |
use social networking media and other types of interactive electronic, digital or online services in connection with investment-related activity |
(iii) |
use blogs or social networking sites to harass, threaten, discriminate against or disparage employees or anyone associated with or doing business with BAM; |
(iv) |
post on personal blogs or other sites the name, trademark or logo of the Firm or any business with a connection to BAM except to identify yourself as an employee, as appropriate (as typical on Linked-In or similar sites); |
(v) |
post company-privileged information, including copyrighted information or company-issued documents; |
(vi) |
post on personal blogs or social networking sites photographs of other employees, investors, vendors or suppliers or of persons engaged in company business or at company events; |
(vii) |
post on personal blogs and social networking sites any advertisements or photographs of company products or sell company products and services; or |
(viii) |
link from a personal blog or social networking site to BAMs internal or external web site. |
5. |
Procedures |
BAM has adopted procedures to implement this policy and will conduct internal reviews to monitor and seek to ensure that the policy is observed, implemented properly, and amended or updated, as appropriate. These include the following:
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the Communications policy has been communicated to all Covered Persons and any changes in this policy will be promptly communicated by the Chief Compliance Officer; |
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e-mails and any other electronic communications relating to BAMs advisory services and client relationships shall be maintained on an on-going basis; |
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electronic communications records shall be maintained and arranged for easy access and retrieval so as to provide true and complete copies with appropriate backup and separate storage for the required periods; |
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the Chief Compliance Officer periodically shall monitor a random sampling of employee electronic communications, conduct surveillance of social media use by Employees, and maintain evidence of such surveillance in an accessible location; |
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BAM reserves the right to use content management tools to monitor, review or block content on blogs or other social media that violate company rules and guidelines; |
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the Chief Compliance Officer shall investigate and responds to all reports of violations of the social networking policy and other related policies; |
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BAM reserves the right to take legal action where necessary against employees who engage in prohibited or unlawful conduct; |
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BAM reserves the right to monitor comments or discussions about the company, its employees, clients and the industry, including products and competitors, posted on the Internet by anyone, including Employees and non-employees; |
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BAM may utilize blog-search tools and resources to monitor forums such as blogs and other types of personal journals, diaries, personal and business discussion forums, and social networking sites. |
VIII. |
INVESTMENT ADVISORY CONTRACTS AND FEES |
1. |
Generally |
All agreements or advisory contracts between BAM and its clients shall be in writing. It is Firm policy that no account is to be opened nor Client funds accepted for management until the advisory contract, appropriate to the type of Client and service to be provided, has been signed and the Clients investment objectives, restrictions, risk tolerances and/or asset allocation guidelines have been documented.
2. |
Content of Investment Advisory Agreements |
The Firm has developed standard investment advisory agreements to utilize with all Clients opening separate accounts.
Advisers Act Requirements. Section 205 of the Advisers Act requires that every contract between the Firm and a Client must treat the following issues:
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Assignments. The contract must state that it cannot be assigned (as such term is interpreted under the Advisers Act) without the consent of the Client. This provision prevents transfers of advisory contracts to third parties who may not be acceptable to the Client. |
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Performance Fees. Except under circumstances defined in the law and the SECs performance fee rule, an advisory contract may not provide for performance-based fees. As an exception, the rule provides that qualified clients, as defined in 205(3)(d)(1). The term qualified client includes: |
(i) |
A company that immediately after entering into the contract has at least $1,000,000 under the management with BAM; |
(ii) |
A company that, immediately prior to entering into the contract, BAM reasonably believes has a net worth of more than $2,000,000; or |
(iii) |
A qualified purchaser as defined in section 2(a)(51)(A) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(51)(A)) at the time the contract is entered into. |
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The foregoing are the only express requirements in the Advisers Act applicable with respect to the investment advisory agreements of the Firm. Through interpretation in enforcement actions and interpretive letters, however, the SEC and its staff have taken the following positions with respect to contract provisions, and these also should be incorporated into the Firms agreements.
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Hedge Clauses. Any legend, hedge clause, or other contractual provision that is likely to lead a Client to believe it has waived any available right of action against the adviser may violate the Advisers Act antifraud provisions. Thus, while a statement of the standard of care the adviser will use in managing the account is desirable in the agreement, any clause limiting the advisers liability must make clear that the Client has rights under applicable federal and state securities laws. In addition, ERISA renders void any provision that purports to relieve a fiduciary from complying with ERISAs fiduciary responsibility rules. |
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Fees/Excessive Fees. The SEC requires that an adviser, as a fiduciary, make full and fair disclosure to clients about the fees it charges. The SEC staff has taken the position that if an adviser charges fees that are substantially higher than those charged by other advisers, it must disclose this fact and also disclose that the client may obtain the services elsewhere at lower cost. |
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Prepaid Fees. If an adviser requires a Client to pre-pay advisory fees, the advisory agreement must provide for pro rata refund of fees in the event of early termination. |
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Cross and Agency Cross Transactions. If the adviser plans to execute cross or agency cross transactions, the advisory agreement should address and disclose conflicts of interest and obtain explicit Client consent, especially if an affiliated broker-dealer will be used. In addition, if the Client is an ERISA plan, agency cross transactions must satisfy the conditions of Prohibited Transaction Class Exemption 86-128. |
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Directed Brokerage Arrangements. If the Client directs the adviser to use a particular broker (as, for example, if a direction to utilize a prime broker is contained in the limited partnership, LLC or comparable agreement), the contract should contain an acknowledgment by the Client that this arrangement may impair the advisers ability to obtain the lowest commissions or to obtain best execution (through bunched orders or otherwise) in all cases. ERISA may not permit directed brokerage arrangements to the extent they impede the advisers ability to obtain best execution. |
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Delivery of Form ADV. The Advisers Act requires that an adviser deliver Form ADV, Part 2A to Clients before or at the time of entering into an investment advisory agreement (or signing the subscription documents),. The Firms investment advisory agreement may contain an acknowledgment by the Client of the receipt of the Form ADV Part 2A. |
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Additional Requirements for Contracts with ERISA and Other Benefit Plan Clients. In addition to the provisions above, which are required in all Client contracts, the following provisions should be included in contracts with ERISA Clients:
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Representation of ERISA Plan Status. The agreement should contain a representation that the Client is an employee benefit plan subject to ERISA. |
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Appointment as Investment Manager. The Firm should represent in the agreement that it is registered as an investment adviser, acknowledge that it is a fiduciary of the plan and represent that it is eligible to serve as investment manager of the assets placed under its management if properly appointed. The Client should represent that it is a named fiduciary with authority to appoint an investment manager. |
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Disclaimer for Unmanaged Assets. Unless the Firm manages all assets of the plan, the agreement should disclaim any responsibility of the Firm for assets not under its control or management and for diversification of the plans overall portfolio. |
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Bonding Requirement. Unless the Firm has its own fidelity bond, the agreement should include an acknowledgment that the Firm does not carry the bond required under Section 412 of ERISA and that the Client has covered the Firm on an agents rider to its own Section 412 bond. |
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Carve-outs from Fiduciary Responsibility. If applicable, the agreement should state that the Firm is not a fiduciary and has no fiduciary authority with respect to any aspect of a transaction directed by the Client, such as directed brokerage arrangements or proxy voting instructions. |
Governmental Plans. Employee benefit plans maintained by state and local governments are not subject to ERISA. However, they may be subject to similar (or quite different) state law requirements that may impose additional conditions or restrictions on the plans investment activities.
3. |
Procedures |
Client Relationships. Each Covered Person designated to a Client has responsibility for establishment of relationships with, and obtaining necessary information from that Client.
Determination of Service to be Provided. At the initiation of the Client relationship, the designated Covered Person will determine the nature of the service to be provided to the Client and ascertain the nature of the Client (corporation, partnership, trust, employee benefit plan subject to ERISA).
Contracting Process. The designated Covered Person shall work with the Chief Compliance Officer to determine the appropriate contract and schedules for the type of Client and nature of service contemplated. The Covered Person will provide copies of all signed agreements to the Chief Compliance Officer.
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Fees. The Chief Compliance Officer also shall be responsible for reviewing at least quarterly the fee calculations charged to Clients for consistency with fee disclosures in the applicable Client contract. Appropriate BAM personnel will verify the fees for each Client on a monthly basis.
IX. |
CLIENT REFERRALS AND SOLICITATION ARRANGEMENTS |
1. |
Generally |
Fee payments by the Firm for Client referrals are subject to Rule 206(4)-3 under the Advisers Act. The rule requires that such payments be made pursuant to a written agreement between the Firm and the soliciting party and that the soliciting party is not subject to any statutory disqualifications.
Additionally, solicitors recommending BAM for personalized advisory services must also provide Clients with a separate disclosure document that describes the terms of the arrangement, including any compensation that the solicitor will receive and must also must deliver a copy of the Firms Form ADV, Part 2A at the time of solicitation. Clients must sign an acknowledgment of the receipt of such documents and disclosures.
2. |
ERISA Considerations |
ERISA prohibits fiduciaries from engaging in transactions that may be viewed as resulting in conflicts of interest, including (1) dealing with the assets of a plan for the fiduciarys own account; (2) acting on behalf of a party whose interests are adverse to those of the plan; and (3) receiving any consideration for the fiduciarys own account from a third party in connection with a transaction involving plan assets. Client referral and solicitation arrangements that satisfy Rule 206(4)-3 under the Advisers Act may nevertheless violate ERISA if the person receiving payments is a fiduciary of an ERISA plan. In addition, the overall compensation received by the solicitor in connection with its provision of services to an ERISA plan must be reasonable.
3. |
Indirect Payments for Client Referrals |
Any formal or informal arrangement with one or more brokers to direct brokerage for Client referrals may be subject to the solicitation rule. Payments for referrals involving third party vendors, Internet website links, newsletters or issuers also may be subject to the rule and related disclosures; contracts with such third parties may contain hidden referral fee compensation.
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4. |
Procedures |
All referral fee arrangements must be reviewed and approved by the Chief Compliance Officer. Before approving any such arrangement, the Chief Compliance Officer will be responsible for monitoring that the Firm has performed due diligence on the solicitor, the Firm has entered into a solicitation agreement, the Firms Form ADV properly describes the Firms use of and payments to solicitors, and Clients have received disclosure documents and returned the signed acknowledgement of receipt of those documents. The Chief Compliance Officer will periodically review the Firms solicitation arrangements to monitor solicitors compliance with their contractual commitments. No solicitor will receive payment without a disclosure statement signed by the Client on file.
X. |
DOCUMENTATION OF ACCOUNTS AND ACCOUNT OPENING |
The Firm may impose eligibility and quantitative account minimums for each Client. From a qualitative standpoint, it is Firm policy not to accept Clients who pose reputational risk to the Firm. At this time, BAM does not anticipate providing investment services to individuals and has decided to accept only institutional Clients.
1. |
Suitability |
The SEC has stated that suitability is implicit in the concept of fiduciary duty, and that a failure by an adviser to make suitable recommendations could be deemed a violation of the antifraud provisions of the Advisers Act. Thus, prior to providing investment advice (or engaging in discretionary trading for separate account Clients), the Firm must make reasonable inquiry into the Clients investment objectives and investment experience (and for individual Clients, his or her financial situation) in order to reasonably determine that the investment advice or trade is suitable for the Client.
2. |
Account Documentation and Information |
In addition to documentation provided to establish suitability, governing documents should be obtained from Clients that are other than natural persons. The primary reasons for such documentation are to establish the authority of the entity to enter into an investment management relationship, to ascertain any restrictions on investment by the entity and to establish the authority of the person signing the investment management agreement on behalf of the entity.
If an investor or Client is a corporation, the following should be obtained:
|
Certificate of Incorporation and By-Laws: These should be reviewed to ascertain whether there are any limitations on the ability of the corporation to conduct a particular kind of business or make a particular kind of investment. |
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In the discretion of the Chief Compliance Officer, corporate resolutions: a resolution certifying the authority of the signatory to the investment advisory agreement and, where applicable, a resolution authorizing the hiring of the Firm, should be obtained. |
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In the case of a trust, including a trust underlying a foundation, the following documents should be obtained:
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A copy of the full trust document setting forth the investment powers of the trust and any limitations on investments, and the authority of the trustee to sign the investment management agreement. |
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Alternatively, in the discretion of the Chief Compliance Officer, a certificate of trust signed by the trustee certifying the accuracy and continued effectiveness of the trust document and, in the case of a foundation, the tax-exempt status of the entity. The sections of the trust instrument concerning appointment of the trustee and investment powers should be attached to this. |
In the case of a partnership or limited liability company, the following documents should be obtained:
|
A copy of the full Partnership Agreement, Limited Liability Company Agreement or Operating Agreement showing the powers of the partnership or limited liability company and designating the general partner(s) or managing member(s). |
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In the discretion of the Chief Compliance Officer, a certificate from a general partner or managing member certifying the continued existence of the partnership or limited liability company and effectiveness of the Partnership Agreement or Limited Liability Company Agreement or Operating Agreement. |
Before any ERISA Client account is activated, the Firm must receive from the plan a copy of the full plan documents. These documents should be reviewed to ascertain the following:
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Whether they permit the appointment of an investment manager to manage the assets of the plan. |
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Whether they identify the named fiduciary of the plan. |
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Whether there are any guidelines for or restrictions on investments by the plan. |
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Whether proxy voting and share tendering responsibilities are delegated to the investment manager or expressly reserved to the plans trustees. If the documents are silent, the investment manager is deemed to have such responsibility. |
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3. |
Account Activation |
It is the policy of the Firm that accounts may be activated, and funds invested on behalf of Clients, only after the following actions have been taken:
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The Client has been evaluated and deemed acceptable as a Client from both qualitative and quantitative standpoints. |
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The appropriate investment management agreement for the type of Client and the nature of service to be provided has been signed and returned to the Chief Compliance Officer. |
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Documentation describing the Clients investment objectives, investment restrictions, risk tolerances and asset allocation guidelines, as applicable, has been approved in writing by the Client. |
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Any additional documentation required for corporate, partnership, trust and ERISA accounts has been received and reviewed. |
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Agreements with each applicable broker-dealer and qualified custodians have been executed and are in effect. |
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The Client (or investor) has passed Firm credit checks (if any), has received the Firms privacy policy and Form ADV, Part II, and has received, signed and returned the solicitors disclosure statement if applicable. |
4. |
Procedures |
Account Documentation. Each Covered Person designated to a Client has responsibility for gathering the documentation required for each new Client and providing it to the Chief Compliance Officer for review.
Account Opening. For separately managed accounts, the Chief Compliance Officer shall confirm whether the Firm has obtained all necessary information and agreements from a new Client before rendering any advice. The Chief Compliance Officer will review the Client data to confirm that the Client meets Firm quantitative eligibility and other qualitative standards and assess whether there are any special trading or other restrictions imposed on or by the Client.
Suitability. The Chief Compliance Officer shall review the investments made by each Client at least quarterly to confirm consistency with investment objectives, strategies and styles as set forth in the applicable Client contract.
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XI. |
PRIVACY |
The Gramm-Leach-Bliley Act (GLBA), requires all financial institutions, defined to include investment advisers, investment companies and broker-dealers, to establish procedures and systems to assure privacy of customer personal and financial information. The privacy requirements set forth herein apply to individual, non-entity Clients, including U.S. individuals who invest in private funds.
1. |
Protected Information |
GLBA requires that a financial institution respect the privacy of its customers and protect the security of non-public personal information, defined as personally identifiable financial information provided by a customer, obtained as a result of a transaction with a customer or obtained otherwise. Regulation S-P, adopted by the SEC to implement the privacy provisions of GLBA, treats any personally identifiable information as financial if the financial institution received the information in connection with providing a financial product or service to a consumer. Thus, any information provided by U.S. individual investors to the Firm in connection with the investment advisory relationship should be considered subject to these privacy requirements. In addition, information created in the course of the relationship, such as account balances and securities positions or transactions, is subject to privacy protection. It is the Firms policy to keep all Client information strictly confidential and not to disclose any such information to non-affiliated third parties, except as set forth in the Firms Privacy Notice.
2. |
Initial and Annual Notices |
Regulation S-P requires advisers to provide notice to customers about the institutions privacy policies and practices. The initial notice must be provided to an individual when the customer relationship is established. Thus, the initial notice should be given to the Client at the time the advisory contract is signed. An annual notice (which should be identical to the initial notice unless such notice has been subsequently revised) must be given once in each twelve-month period, unless the following is true:
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BAM did not disclose nonpublic personal information of Clients to third parties, other than: |
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disclosure to BAMs nonaffiliated service providers to perform services on behalf of BAM (e.g., marketing services), provided the sharing is fully disclosed, the contract with each nonaffiliated service provider contains certain confidentiality provisions, and the initial notice provided by the financial institution includes certain specified information; |
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disclosure to the financial institutions service providers, provided the disclosure is limited to nonpublic personal information as necessary to effect, administer, or enforce a transaction that a consumer requests or authorizes, or is in connection with maintaining or servicing the consumers account; |
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disclosure as required by law. |
AND
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BAM has not changed its policies and practices with regard to disclosing nonpublic personal information from the policies and practices that were disclosed in the most recent disclosure sent to Clients. |
3. |
Content of Notices |
Both the initial and any required annual notices must set forth, among other things: a general description of the Firms policies and procedures to protect Clients non-public information; categories of non-public personal information, if any, that are disclosed; and categories of affiliates or non-affiliated third parties, if any, that may receive the information.
4. |
Safeguarding Client Information |
The Firm maintains safeguards that comply with federal standards to protect Client and investor information, restrict access to the personal and account information of Clients to those Employees who need to know that information in the course of their job responsibilities and requires that third parties with which the Firm or any private funds share investor information must agree to follow appropriate standards of security and confidentiality.
5. |
Procedures |
Delivery of Initial Privacy Notice. Each Covered Person designated to a Client has responsibility for assuring that the initial Privacy Notice is provided to individual Clients in the U.S. at the time an account is opened.
Delivery of Annual Privacy Notice. If required, the Chief Compliance Officer will confirm that the annual Privacy Notice is mailed to all individual Clients in the U.S. Normally the Privacy Notice will be mailed together with the annual offer of Form ADV, Part II.
Record Retention. The Chief Compliance Officer shall be responsible for maintaining the Firms Privacy Notice and updating the notice in light of any changes and shall retain evidence that the initial and annual Privacy Notice was delivered to individual U.S. Clients.
Safeguarding Client Information Physical Facilities. The Firms physical office space is secure and accessible only by authorized personnel who have keys and/or electronic access cards.
Safeguarding Information Training: To assist Employees in understanding their obligations with respect to non-public personal financial information of U.S. individual investors, the Chief Compliance Officer will:
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Inform Employees regarding the Firms confidentiality and security standards for handling Client information by giving them a copy of this Manual. |
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Instruct Employees to take basic steps to maintain the security, confidentiality and integrity of Client information, including: |
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not leaving files, notes or correspondence in the open; |
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changing passwords periodically, and not posting passwords near computers; |
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conversing behind closed doors and not in the presence of any persons not authorized to hear or receive such information; |
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avoiding the use of speaker phones and discussions in hallways, elevators, and any public places; and |
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recognizing any fraudulent attempt to obtain Client information and reporting it to appropriate management personnel. |
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Limit access to Client information to Employees who have a business reason for seeing it. |
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Keep access to computer files containing Client information restricted by password. |
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Inform Employees not to leave open files that hold customer information on the computer while they are not at their desk. |
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Keep back-up computer files locked at alternate sites allowing access only to authorized persons. |
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Oversee service providers by taking reasonable steps to select and retain service providers that are capable of maintaining appropriate safeguards and requiring service providers to agree contractually to implement and maintain such safeguards. |
|
Evaluate and adjust the information security program in light of results of testing and monitoring, any material changes to the Firms operations or business arrangements or any other circumstances that would impact the Firms information security program. |
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Impose disciplinary measures for any breaches. |
Outside service providers, including the Firms attorneys, auditors and administrators, may be given access to non-public personal financial information concerning U.S. individual Clients and investors in connection with the provision of services to the Firm and private funds. It is the Firms reasonable belief that such service providers are capable of maintaining and have in place appropriate safeguards to protect customer information.
Information Systems: The Firms information technology personnel will maintain the security of its information systems by:
|
Storing electronic Client or investor information on a secure server that is accessible only with a password and is kept in a physically-secure area; |
|
Maintaining secure backup media and keeping archived data secure by storing off-line or in a physically secure area; and |
|
Providing for secure data transmission when the Firm collects or transmits Client or investor information. |
|
Disposing, when necessary and permissible, of Client information in a secure manner by, as applicable: |
|
Supervising the disposal of records containing non-public personal information; |
|
Erasing all data when disposing of computers, diskettes, magnetic tapes, hard drives or any other electronic media that contain Client or investor information; |
|
Effectively destroying the hardware if necessary for obsolete or replaced hardware; and |
|
Otherwise promptly disposing of outdated Client or investor information. |
|
Using appropriate oversight to detect the improper disclosure or theft of Client or investor information. |
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Managing System Failures. To prevent attacks, intrusions or other system failures, the Firms information technology personnel will:
|
Maintain up-to-date and appropriate programs and controls by: |
|
Addressing any breaches of physical, administrative or technical safeguards; |
|
Checking with software vendors regularly to obtain and install patches that resolve software vulnerabilities; |
|
Using anti-virus software that updates automatically; and |
|
Maintaining up-to-date firewalls, particularly for broadband Internet access. |
|
Take steps to preserve the security, confidentiality and integrity of Client and investor information in the event of a computer or other technological failure by backing-up all Client and investor data regularly. |
|
Maintain systems and procedures in order to limit access to non-public Client and investor information only to legitimate and valid users. |
|
Notify Clients and investors promptly if their non-public personal information is subject to loss, damage or unauthorized access. |
XII. |
CLIENT OPPORTUNITIES |
No Covered Person may cause or attempt to cause any Client to purchase, sell or hold any security for the purpose of creating any personal benefit for him or herself. Sections 206(1) and 206(2) of the Advisers Act generally prohibit the Firm from employing a device, scheme or artifice to defraud Clients or engaging in a transaction, practice or course of business that operates as a fraud or deceit on Clients. While these provisions speak of fraud, they have been construed very broadly by the SEC and used to regulate, through enforcement action, many types of adviser behavior that the SEC deems to be not in the best interest of Clients or inconsistent with fiduciary obligations. One such category of behavior is taking advantage of investment opportunities for personal gain that would be suitable for Clients.
Accordingly, a Covered Person may not take personal advantage of any opportunity properly belonging to the Firm or any Client. This principle applies primarily to the acquisition of securities of limited availability for an employees own account that would be suitable and could be purchased for the account of a Client, or the disposition of securities from an employees account prior to selling a position from the account of a Client.
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On the other hand, in the case of trades in listed securities in broad and deep markets, where the Covered Persons participation will not affect Client investment opportunities, Covered Persons in certain situations may participate with Clients in aggregated or combined trades. Under certain limited circumstances, and only with the prior written approval of the Chief Compliance Officer, a Covered Person may participate in certain opportunities of limited availability that are deemed by the Chief Compliance Officer not to have an adverse effect on any Client.
A Covered Person may not cause or attempt to cause any Client to purchase, sell, or hold any security for the purpose of creating any benefit to Firm accounts or to Covered Person accounts.
1. |
Procedures |
Disclosure of Personal Interest. If a Covered Person believes that he or she (or a related account) stands to benefit materially from an investment decision for a Client that the Covered Person is recommending or making, the Covered Person must disclose that interest to the Chief Compliance Officer. The disclosure must be made before the investment decision and should be documented by the Chief Compliance Officer.
Restriction on Investment. Based on the information given, the Chief Compliance Officer will make a decision on whether or not to restrict a Covered Persons participation in the investment decision. In making this determination, the Chief Compliance Officer will consider the following factors, among others: (i) whether any Client was legally and financially able to take advantage of this opportunity; (ii) whether any Client would be disadvantaged in any manner; (iii) whether the opportunity is de minimis; and (iv) whether the opportunity is clearly not related economically to the securities to be purchased, sold or held by any Client.
Record of Determination. A memorandum concerning the investment opportunity and the disposition of the approval request will be prepared promptly and maintained by the Chief Compliance Officer.
XIII. |
ORDER ENTRY |
The SEC has detailed recordkeeping requirements that are discussed in a separate section of this Manual below. One of those requirements, Rule 204-2(a)(3) of the Advisers Act, dictates that memoranda of each order containing specified information be retained as a record of the adviser. In addition, the need to create information to demonstrate compliance with other duties related to portfolio management and trading, such as compliance with Client directions to use particular brokers and the requirement of fair and equitable allocations, dictates that orders be documented as set forth in the following procedures.
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1. |
Procedures |
Documentation of Orders. The portfolio manager or a designated member of the portfolio management team will be responsible to document each order, which must contain the information set forth below:
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the terms and conditions of the order, including the name of the issuer and CUSIP number, the number of shares or dollar amount purchased and sold, the number of shares, price and commission; |
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the person who placed the order; |
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the participating account(s); |
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trade and settlement or cancellation dates; |
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the executing broker-dealer; |
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an indication whether the order is discretionary; and |
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notations of any modification or cancellation of the order. |
Such orders and the information above will be stored electronically in the shadow book-keeping system under the supervision of the Investment Operations team.
Review and Monitoring. Trade tickets are reviewed daily for compliance with these procedures by portfolio managers or a designated member of the portfolio management team. Trades that do not appear to comply with these procedures will be reported to the Chief Compliance Officer who will investigate the trade and record the results, including any corrective action taken, in a memorandum.
Trade Reviews. A designated member of the portfolio management team, with support from designated operational personnel, shall be responsible for performing trade sheet and confirmation statement review and reconciling them to order entry on a daily basis.
Settlement. A designated member of the portfolio management team, with support from designated operational personnel, shall be responsible for the proper settlement of all Client transactions.
XIV. |
ALLOCATION OF TRADES |
Generally, BAM follows a quantitative trading strategy across its asset management platform. A quantitative strategy requires data aggregation to create algorithms based on past market events. BAM has developed multiple models for its strategies. The portfolio management team is charged with monitoring these models, adjusting the models based on new information as well as developing new models.
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The same investment decision may be made for more than one client of BAM. BAM is committed to allocating investment opportunities among its clients in a manner that, over time, is on a fair and equitable basis and has established the procedures set forth below to guide the determination of such allocations. It is the policy of the firm that investment decisions are to be made consistent with the investment objectives, guidelines and restrictions of Clients and that trades are to be allocated fairly and equitably among accounts participating in each transaction, taking into consideration the objectives, restrictions, investment strategy, asset allocation and benchmarks of each Client.
1. |
Procedures |
In the event that purchase and sell orders of the same class of security are occurring at the same time for multiple accounts, the orders may be combined for the purpose of seeking best execution for each participant. An order that is partially filled, will, as a general matter, be allocated pro-rata in proportion to each participants original order or account size. Notwithstanding, additional factors may cause deviations from BAMs general trade allocation methodology.
In those circumstances where a pro rata by order allocation is not possible, portfolio managers may look to the following factors in order to make allocation decisions, including, without limitation: (A) the relative actual or potential exposure of any particular Client to the type of investment opportunity in terms of its existing investment portfolio; (B) the investment objective of such Client; (C) cash availability, suitability, Client instructions, whether a purchase is being made for a specific Client, permitted leverage and available financing for the investment opportunity (including, without limitation, taking into account the levels/rates that would be required to obtain an appropriate return); (D) the likelihood of current income; (E) the size, liquidity and duration of the investment opportunity; (F) the seniority of loan and other capital structure criteria; (G) with respect to an investment opportunity originated by a third party, the relationship of a particular Client (or the portfolio manager) to or with such third party; (H) tax reasons; (I) regulatory reasons; (J) supply or demand for an investment opportunity at a given price level; (K) a Clients risk or investment concentration parameters (including, without limitation, parameters such as geography, industry, issuer, volatility, leverage, liability duration or weighted average life, asset class type, or other similar risk metrics); (L) whether the investment opportunity is a follow-on investment; (M) whether the vehicle is in the process of fundraising or is open to redemptions (in which case, notions of net asset value and available capital may be subjectively adjusted to account for anticipated inflows or redemptions); and (N) such other criteria as are reasonably related to a reasonable allocation of a particular investment opportunity to one or more Clients (e.g., in the case of a Client ramp-up period or when incubating a particular investment strategy or product).
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XV. |
BEST EXECUTION |
BAMs primary consideration with regard to purchases and sales for its clients is obtaining the most favorable execution of the transactions needed.. BAM will effect transactions with those brokers and dealers which it believes provide the most favorable prices and who are capable of providing efficient executions. The determinative factor is whether the transaction represents the best qualitative execution for the client account and not whether the lowest possible commission cost and price is obtained. BAM considers the full range of quality of the brokers service in selecting brokers to meet best execution obligations and may not pay the lowest commission rates or prices available. BAM believes the following are some factors that contribute to efficient execution, although BAM is not required to weigh any of these factors equally:
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size of the order, |
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the ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or broker commission, if any), |
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difficulty of execution given the nature of the asset and/or prevailing market conditions, |
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operational capabilities and facilities of the broker or dealer involved, |
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the financial strength, integrity and stability of the broker, |
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whether that broker or dealer has risked its own capital in positioning a block of securities or other assets, |
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efficiency of confirmation and settlement of trades |
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the prior experience of the broker or dealer in effecting transactions of the type in which BAM will engage. |
1. |
Procedures |
New counterparty approval process. The Investment Operations and Compliance teams must approve a new counterparty prior to BAM engaging in transactions with the counterpart. Covered Persons should contact the Investment Operations team and Compliance to begin the process for approval and sign off of a new counterpart. New counterparts may face a heightened diligence process including:
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Risk analysis |
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Financials analysis |
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Best execution analysis |
Approval (email is acceptable) must be obtained prior to engaging in transactions with a new counterparty.
Pricing review. The Portfolio Team after trade execution will review pricing received on the trades. If executions were completed efficiently and reasonably then executing brokers may receive trading opportunities in the future.
The Portfolio Management team will provide a report of this analysis to BAM Compliance. BAM Compliance will review the pricing reports and request an explanation for any deviations from the market range from the business professionals.
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Broker review. On a semi-annual basis or as needed, BAMs Portfolio Management and Trading teams, as applicable, will rank brokers used on behalf of BAM clients. Relevant considerations will include price and availability of the securities. BAM Compliance will analyze these ranks against the volume of trades done with each counterpart.
XVI. |
PROXY VOTING |
At this time, BAM will not vote proxies on behalf of a Clients account. Generally, our investment universe does not include securities that have voting rights. In the event that a proxy is issued by a security in a U.S. account, BAM will forward all proxy solicitation and related materials, including annual and interim reports and any other issuer mailings that are received to the Client to vote. The Chief Compliance Officer will maintain a record of any proxy voting materials received by BAM.
XVII. |
CUSTODY |
Investment advisers with custody or possession of client funds or securities are subject to the requirements of Rule 206(4)-2 under the Advisers Act. That rule requires, among other things, that:
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Firm Client funds and securities be maintained by a qualified custodian in a separate account for each Client under that Clients name or in accounts that contain only Clients funds and securities, under the Firms name as agent or trustee for the Clients; |
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the Firm give Clients notice in writing of the name and address of the qualified custodian(s) used and the manner in which the assets are maintained, promptly upon the opening of the account and following any change in the information; |
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the Firm either provide, or have a reasonable belief that the custodian is providing, Clients with a quarterly statement showing the amount of funds and of each security in the Clients account at the end of the period and setting forth all transactions in the account during that period; and |
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if the Firm itself provides the statement, all assets in the Firms custody must be verified at least annually by a surprise audit conducted by an independent public accountant. |
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Definition of Custody. The term custody is defined as holding, directly or indirectly, client funds or securities, or having any authority to obtain possession of them. It includes specifically:
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actual possession of Client funds or securities unless they are received inadvertently and returned to the sender within three business days of receiving them. If a Client mistakenly writes a check payable to the Firm, the Firm has three business days within which to return it and have it correctly made out to the custodian. Possession of checks drawn by Clients but payable to third parties is not deemed custody at all, so that if the Firm receives a check drawn to a custodian, it may forward it without itself being deemed to have custody of the funds. |
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any arrangement (including a general power of attorney) under which the Firm is authorized or permitted to withdraw Client funds or securities maintained with a custodian upon the Firms instruction. Thus, arrangements under which the Firm is authorized to deduct fees from Client accounts are deemed to result in the Firm having custody. Advisers who are deemed to have custody solely by virtue of deducting fees from client accounts do not have to answer affirmatively to the question on Form ADV about whether they have custody, however. |
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any capacity (including, for example, trustee of a trust, general partner to a limited partnership, managing member of a limited liability company) that gives the Firm or any individual who is a Covered Person of the Firm legal ownership of or access to Client funds or securities. The SEC does not view the Firm to have custody of the funds or securities of an estate, conservatorship or trust if the Covered Person has been appointed as executor, conservator or trustee as a result of family or personal relationship with the decedent, beneficiary or grantor (and not a result of employment with the Firm), |
It is the general policy of the Firm not to accept physical custody of Client funds or securities. Because of the deduction of fees from Client accounts, and because the Firm acts as general partner or managing member to private funds, the Firm is deemed to have custody of Client funds.
Qualified Custodian and Notice. The Firm will maintain custody of Client funds or securities (other than uncertificated securities acquired directly from the issuer in private placements) with broker-dealers, banks, certain foreign banks or other similar qualified custodians. The Firm will give Clients notice in writing of the name and address of the qualified custodian(s) used and the manner in which the assets are maintained, promptly upon the opening of the account and after any change in the information.
Exceptions. Holdings of uncertificated securities acquired directly from the issuer in private transactions are exempted from the requirements that assets be maintained with qualified custodians and notice requirements. For securities to be eligible for this exception, ownership of the securities must be recorded only on the books of the issuer, and they must be transferable only with consent of the issuer.
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Account Statements. The Firm must either provide or have a reasonable belief that the custodian is providing, Clients with a quarterly statement showing the amount of funds and of each security in the Clients account at the end of the period and setting forth all transactions in the account during that period.
Trusteeships. Employees of the Firm generally are not permitted to serve as trustees of Client assets. Any requests to serve in such capacity must be approved by the Chief Compliance Officer.
ERISA Considerations. ERISA plan assets must be held in trust, with certain limited exceptions. ERISA does not preclude the holding of securities in nominee name with a custodial bank, insurance company, registered broker-dealer, or clearing agency provided that the trustee remains the beneficial owner of the securities. ERISA also requires that the indicia of ownership of any plan assets (including assets of private funds that hold plan assets) be held within the jurisdiction of the U.S. federal courts. However, Department of Labor regulations permit the holding of certain foreign securities and currency outside of the United States, provided that they are held under the management or control of a qualified fiduciary, or in the physical possession or control of a qualifying financial institution that is a U.S. domestic entity whose principal place of business is in the United States. ERISA also requires that any person who handles assets of a plan to be bonded. The Firm must either arrange for its own fidelity bond, or it must ensure that each ERISA Client covers the Firm under its own fidelity bond.
1. |
Procedures |
Custodial Account. The Firm will not commence trading for an account unless it has received notification of the opening of a custodial account with a qualified custodian.
Notice to Clients/Investors. The name and address of the qualified custodian and the manner in which a managed account Clients asset will be held will be disclosed to Clients either in a separate disclosure to the Client and/or in the investment advisory agreement.
No Assets Transferred to the Firm. Clients are instructed that all assets placed under the Firms management must be transferred directly to the qualified custodian, and that checks or wires of funds should be payable to the name of the qualified custodian and not to the Firm. Designated operations personnel will be responsible for the immediate return of checks or other instruments made out in the name of the Firm, and in no event more than three business days after receipt, with instructions that they be corrected to be payable to the qualified custodian.
Payment of Fees. BAM Clients will be billed directly for fees and the process and frequency will be set forth in each Clients advisory agreement. At this time, BAM will not deduct fees from Clients accounts at the qualified custodian.
Account Statements. Separately managed accounts generally are in custody at brokers which will provide statements directly to the Client at least quarterly.
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Notice. The Chief Compliance Officer will review the Firms advisory agreements, special notifications and any private offering documents to make sure they provide required notice to Clients and/or investors of custodial arrangements.
XVIII. |
VALUATION |
The objective of this valuation policy is to provide BAM a framework for adopting and implementing procedures for pricing investments. It is the Firms goal to adhere to valuation standards that are fair, consistent and independent when pricing the investments managed by BAM. Given the nature of certain markets in which BAM trades, values of securities may not be easily determined and may require judgments and inputs from multiple sources. As a result, the valuation procedures are designed to allow flexibility when valuing such securities.
1. |
Roles and Responsibilities |
Investment Operations Team. The Investment Operations team is responsible for obtaining and compiling pricing information from multiple sources and assigning securities values based on the approved pricing sources in the pricing hierarchies. The Investment Operations team will:
(i) |
Request and compile pricing information from approved vendors and brokers and assign values based on BAMs Valuation Policy and Procedures; |
(ii) |
Collect price challenges and submit them to the approved vendor sources for evaluation. Communicate the response from the vendors to the Portfolio Management team; |
(iii) |
Process vendor and price override requests; |
(iv) |
Communicate any issues noted to the Investment Practices Committee; |
(v) |
Maintain all books and records with regard to valuation of BAM client securities. |
Portfolio Management Team. The Portfolio Management team is responsible for reviewing the pricing reports provided by the Investment Operations team to ensure all prices are reasonable given the prevailing market condition.
If the Portfolio Management team disagrees with the prices, they can submit price challenges or vendor and price override requests through the Investment Operations team. The Investment Operations team will maintain records of such disagreements and their resolution.
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Compliance Team. BAM Compliance is responsible for maintaining, monitoring and communicating the valuation policy and procedures to the relevant parties inside the Firm. These responsibilities include:
(i) |
Gathering feedback from the Investment Operations team and Portfolio Management teams to determine whether the current valuation process is appropriate; |
(ii) |
Recommending changes to the Investment Practices Committee; |
(iii) |
Performing periodic tests to ensure that the Firm is adhering to this valuation policy. Any issues noted will be reported to the Investment Practices Committee. |
2. |
Valuation Procedures |
Obtaining and Documenting PricesPrice Source. In cases where an asset may trade on multiple exchanges, the Investment Operations team will use the price of such market place is the most liquid according to the data available. If a liquidity analysis is not available or applicable to the instrument being priced, the Investment Operations team will determine the exchange that is the principal market, or most appropriate market, for the security, document which exchange is the principal market or the most appropriate market and the basis for selecting such market, and use the last sale recorded on such exchange on the valuation date.
In the event that such exchange is closed on the valuation date, the Investment Operations team, as it deems appropriate, may use the last sale on the last date the exchange was open for valuing such asset. Such determination shall be documented by the Investment Operations team. In addition, the Investment Operations team may also consider the first sale on the first date the market is open after the valuation date to determine whether the last sale used to value the asset was reasonable. When reviewing the first sale following the valuation date, the Investment Operations team shall consider whether there were any significant developments between the valuation date and the date of the first sale that would materially impact the price (e.g., an announcement of market moving news such as a merger or a labor strike).
The Investment Operations team has access to and will utilize the pricing sources in SimCorp:
Instrument |
Source |
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Equities | Telekurs | |
Bonds | Bloomberg | |
Funds/ETF | Telekurs / Investment Company | |
Future/Option | Telekurs | |
FX-Rates | Telekurs | |
Yield-Curves | Reuters | |
Volatility-Curves | Bloomberg | |
Index | Bloomberg | |
Additional Bank Price Sources | Reuters / WM / DWZ | |
Algorithm | MLM (Most Liquid Market Place) |
Valuation Methodology. BAM generally will price investments on a monthly basis, or as otherwise required by its clients on a case by case basis. Securities are priced at mid. The security will be valued at the purchase price on the day of purchase. The valuation policy and procedures will govern the pricing process after the date of purchase.
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Where securities are quoted on a market exchange that is active with respect to such securities:
(i) |
The last sale price on the appropriate securities exchange will be used. |
(ii) |
In the absence of a last sale on an active market exchange, the average of the bid/ask price will be used and if there is no ask price, the bid price will be used. |
(iii) |
The Investment Operations team shall identify any securities held that are subject to sales restrictions and inform the Portfolio Management team and Chief Compliance Officer of such restrictions. |
Securities that are not quoted on a market exchange:
(i) |
BAM will generally price fixed income securities using independent commercial pricing services approved by the BAM (see above). |
(ii) |
If a price is not available from the designated primary pricing vendor, a secondary vendor may be used. If vendor pricing is not available or is determined to be unreliable, the Investment Operations Group will use broker quotes as a price source. |
(iii) |
BAM will first attempt to obtain quotes from the brokers on BAMs approved broker list who provide firm commitment to execute on the prices quoted or, if not available, an indicative quote. In general, BAM will use mid prices as the current values for the securities. The Investment Operations Group will maintain all documents related to the broker quotes. |
Vendor Price Challenges. If the Portfolio Management team disagrees with the price given a security by a pricing vendor, they may challenge the price by communicating its disagreement to the Investment Operations team. The Investment Operations team will issue the challenge to the relevant pricing vendor. The Investment Operations team will maintain the documentation related to such challenges, as well as the response from the pricing vendor. BAM will generally use the vendor price once the vendors response is received.
Vendor Price Overrides. If the Portfolio Management team still disagrees with the response from the pricing vendor to the price challenge, they can request a vendor price override. When making such requests, the requesting team must explain the rationale for the override request and supply alternative quotes, such as secondary vendor pricing, broker quotes or other information to support the request.
The team requesting a price override must complete a Vendor/Price Override Form and submit the form to the Investment Operations team for record keeping and processing. The Investment Operations team will forward the request to the Chief Compliance Officer for review and approval.
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If approved, the Investment Operations team will document the approval and adopt the approved pricing. Unless there is a permanent change in the valuation process for the security, the valuation process applied to the next pricing period for the security will revert back to the standard valuation procedures.
XIX. |
TRADE ERRORS & MODIFICATIONS |
The SEC has stated that:
an investment manager has an obligation to place orders correctly for its advised and non-advised accounts. Accordingly, if an investment manager makes an error while placing a trade for an account, then the investment manager, in order to comply with its obligation to its customer, must bear any costs of correcting such trade.
1. |
Errors Subject to the Procedures |
Errors may occur in either the investment decision-making or in the trading process. For purposes of this Manual, errors in both investment decision-making and trading are referred to as trade errors, which are defined to include:
|
purchases and sales of securities that the Firm knows or should have known were not legally authorized for a Clients account; |
|
purchases and sales of securities not authorized by the Clients investment advisory contract or a private funds offering documents; |
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purchases or sales of a security different from the security on a portfolio managers order or in an amount different from that on a portfolio managers order and which in either case is inappropriate to implementation of the Clients investment objectives; |
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failure to place a portfolio managers order to purchase/sell securities as intended. |
Clerical mistakes that have an impact solely only on recordkeeping are not treated as trade errors.
It is the policy of the Firm that the utmost care is to be taken in making and implementing investment decisions on behalf of Client accounts. To the extent that any errors occur, they are to be corrected promptly and reported to the portfolio manager in charge of the account and the Chief Compliance Officer as set forth in the procedures below.
2. |
Broker Errors |
The SEC has taken the position that it is inappropriate to compensate brokers with soft dollars (i.e., directed brokerage business) for absorbing trade errors. To the extent that a broker-dealer absorbs losses due to an error caused by the investment adviser, in the SECs view, the broker-dealer
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is providing a benefit to the investment adviser, and not to the Client for whose account the error was made or to any other Clients. Under the Advisers Act (which covers relationships with all Clients), the receipt by the Firm of such a benefit is not protected as a soft dollar service by Section 28(e) and could be deemed a violation of the antifraud provisions of Section 206, as well as the Firms fiduciary duty. The absorption of trade error losses by a broker-dealer is not appropriate, in that it relieves the Firm of the responsibility it would otherwise have to bear the cost of the error. It is the policy of the Firm that trade errors are not to be resolved through soft dollar or other reciprocal arrangements with broker-dealers. From time to time brokers may themselves make errors in committing to fulfill orders placed by the Firm on behalf of Client accounts. It is permissible to grant a brokers request to cancel or modify a trade under the following circumstances:
|
Good Faith Error. The portfolio manager must believe that the broker acted in good faith and made an honest mistake. The initials of the portfolio manager on any trade ticket evidencing cancellation or modification of the trade will be evidence of this belief. Any such cancellation or modification must be effected no later than the close of business on the next business day after the trade date. |
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No Loss to Client. There must be no actual loss or expense charged to the Client. If the broker is unable to deliver the security at the quoted price, the trade may be cancelled if there has been no adverse market movement which deprived the Client of other investment opportunities in the security. If the Firm did not take advantage of other investment opportunities in the same security, and if the market has moved adversely since the order was placed that the broker is seeking to reverse, the portfolio manager should request the broker to effect the trade at the next best price that could have been obtained for the Client by the Firm (as evidenced by records of other contemporaneous bids or offers, as applicable) at the time the initial order was placed. Any resulting loss should be absorbed by the broker. |
|
No Reciprocal Arrangements. There must be no reciprocal arrangement with the broker with respect to the trade in question or other trades. |
|
Records to be Maintained. Adequate records of the trade and its cancellation or modification, indicating broker error as the reason for such cancellation or modification, must be made by the portfolio manager and kept by the Chief Compliance Officer to permit review of the decisions taken and the reason therefor. |
3. |
Procedures |
The following procedures have been adopted for handling trade errors:
Discovery of Errors. Trade errors must be corrected as soon after discovery as reasonably practical, consistent with the orderly disposition (and/or acquisition, as applicable) of the securities in question. The portfolio manager who places the trade is responsible for confirming
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its accurate execution. In addition, the portfolio manager or a member of the portfolio management team will review trade reports daily and call to the attention of the appropriate portfolio manager and/or the Chief Compliance Officer any trades that appear to be erroneous.
Immediate Post-Trade Correction. In the case of a potential trade error that is discovered after execution of the trade, the portfolio manager may avert the error by reallocating the trade to other Clients, provided that the trade represents a legitimate investment decision for such Clients. Any such reallocation must be effected in accordance with the Firms Policy and Procedures for Allocation of Investment Opportunities and Trades above, and shall not be treated as a trade error under this policy.
Post-Settlement Correction. Generally, a trade error that is discovered after settlement may be corrected by effecting the necessary transaction or transactions to correct the error in the market. Any error by an Employee is a Firm error. Any losses suffered by the Client as a result of a trade error caused by an Employee are to be reimbursed by the Firm. Any gains realized by a Client account as a result of a trade error caused by the Firm are to remain in the Clients account. Netting of gains and losses between Clients or in the case of multiple trade errors resulting from more than one investment decision for the same Client is not permissible. Netting of gains and losses is permitted only in the circumstance in which more than one transaction must be effected to correct one or more trade errors made as a result of a single investment decision. Any netting of gains and losses must be approved by the Chief Compliance Officer.
Reporting of Errors to Clients. Trade errors involving a material breach of a Clients investment policies or restrictions, or restrictions on investment and trading imposed by the law governing the account (including regulations promulgated under such law and, in the case of ERISA Clients, their plan documents) should be reported to the Client. The disclosure required under this paragraph may be included as part of the next routine periodic report sent to the Client, unless the Client specifically directs otherwise. Trade errors other than those involving investment policies or restrictions may be reportable to the Client, on a case-by-case basis, at the discretion of the Chief Compliance Officer or portfolio manager.
Cancellations and Corrections. Any trade ticket that is altered for the purpose of correcting a trade error by changing the trade date or time, the amount purchased or sold, the name of the security or the Client account must be recorded in a daily log of cancellations and modifications, which shall be reviewed and signed by the supervising portfolio manager at the end of the trading day. Any cancellation or modification due to a trade error must be so identified on the log. A copy of the signed log shall be provided to and maintained by the Chief Compliance Officer. All modifications or cancellations to an order after a trade ticket has been prepared must be noted on the trade sheet (or an attachment), together with the reason therefor.
Trade Error Record. The Chief Compliance Officer must be informed of all trade errors without regard to the dollar amount (including errors discovered and corrected pre-settlement). The Chief Compliance Officer will maintain a record of all trade errors and the action taken to correct them. Such record should include the name of the Client, the name of the person responsible for the error, the amount involved, the name of the security involved, the action taken to correct the error and such other information as may be appropriate under the circumstances.
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XX. |
CYBERSECURITY |
BAMs cybersecurity policy recognizes the critical importance of safeguarding clients personal information as well as the confidential and proprietary information of the Firm and its employees. Maintaining the security, integrity and accessibility of the data maintained or conveyed through the Firms operating systems is a fundamental requisite of our business operations and an important component of our fiduciary duty to our clients. While recognizing that the very nature of cybercrime is constantly evolving, BAM conducts periodic vulnerability assessments based on our firms use of technology, third-party vendor relationships, reported changes in cybercrime methodologies, and in response to any attempted cyber incident, among other circumstances.
Protecting all the assets of our clients and safeguarding the proprietary and confidential information of the firm and its employees is a fundamental responsibility of every BAM employee, and repeated or serious violations of these policies may result in disciplinary action, including, for example, restricted permissions or prohibitions limiting remote access; restrictions on the use of mobile devices; and/or termination.
1. |
Responsibility |
These procedures set forth a process by which the Firm attempts to protect information and client assets from cyber-attacks by managing the various cybersecurity risks to systems, assets, data, and capabilities.
The Chief Compliance Officer is responsible for reviewing, maintaining and enforcing these policies and procedures to ensure meeting BAMs overall cybersecurity goals and maintaining compliance with applicable federal and state laws and regulations. The Chief Compliance Officer may recommend disciplinary or other action as appropriate in the event of any violation of this policy. The Chief Compliance Officer is also responsible for distributing these policies and procedures to all Covered Persons and conducting appropriate training to ensure adherence.
2. |
Procedures |
BAM has adopted various procedures to implement the Firms policy and conducts reviews to monitor and ensure the firms policy is observed, implemented properly and amended or updated, as appropriate, which include the following:
|
BAM restricts employees access to those networks resources necessary for their business functions; |
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|
The Chief Compliance Officer or other designated person(s) conducts periodic risk assessments at least annually to identify cybersecurity threats, vulnerabilities, and potential business consequences; |
|
BAM has adopted procedures to promptly eliminate access to all firm networks, devices and resources as part of its HR procedures in the event an employee resigns or is terminated, such employee is required to immediately return all firm-related equipment and information to the Chief Compliance Officer; |
|
In general, BAM seeks to install technological impediments to prohibit employees from installing software on company owned equipment without the Chief Compliance Officer or other designated person(s) entering an administrative password; |
|
the Chief Compliance Officer or other designated person(s) conducts periodic monitoring of the firms networks to detect potential cybersecurity events; |
|
the Chief Compliance Officer or other designated person(s) oversee the selection and retention of third-party service providers, taking reasonable steps to select those capable of maintaining appropriate safeguards for the data at issue and require service providers by contract to implement and maintain appropriate safeguards; |
|
the Chief Compliance Officer or other designated person(s) requires third-party service providers having access to the firms networks to periodically provide logs of such activities; |
|
security procedures to protect nonpublic personal information that is electronically stored or transmitted include authentication protocols; secure access control measures, and encryption of all transmitted files; |
|
to best protect our clients and the firm, all suspicious activity recognized or uncovered by personnel should be promptly reported to the Chief Compliance Officer and/or other designated persons; and |
|
an employee must immediately notify his or her supervisor and/or the Chief Compliance Officer to report a lost or stolen laptop, mobile device and/or flash drive. |
XXI. |
BUSINESS CONTINUITY PLAN |
The Firm has adopted a business continuity and recovery plan (Plan) to be used in the event of a significant business interruption. The Plan has been provided to, and is accessible by, each Employee.
The Chief Compliance Officer will maintain a copy of the Plan and will furnish a copy to each Employee.
XXII. |
RECORD KEEPING |
It is the policy of the Firm to comply fully with the detailed requirements under the Advisers Act for the preparation and retention of records related to its advisory business. In addition, it is Firm policy to prepare and retain other records that facilitate the conduct of its advisory business or the demonstration of compliance with best industry practices.
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Legal Requirements. Section 204 and Rule 204-2 under the Advisers Act impose various requirements on the Firm for the creation and maintenance of records. The charts below set forth brief descriptions of the records that must be kept and the periods of time for which they must be kept, as mandated by these provisions. The source of the legal requirement for creation and maintenance of the records is indicated in brackets after the description of each record. In some cases, best practices in the industry are the source of the requirement.
Time Periods for Record Retention. Generally, records related to the Firms business must be maintained and preserved in an easily accessible place for a period of not less than five years from the end of the fiscal year during which the last entry was made on such record or during which the Firm last published or otherwise disseminated the regulated information. During the first two years, such records are to be maintained in an office of the Firm. Certain of the Firms own corporate documents must be maintained at the principal office of the Firm and preserved until at least three years after dissolution of the Firm.
Electronic Records. If records are stored electronically so that the Firm has immediate access to a record on a computer located in its own office, then the record is deemed to be maintained at an appropriate office of the adviser. If records are stored electronically or on film:
|
The records must be arranged and indexed so as to permit the prompt location of any particular records; |
|
Printouts of records or copies of the computer tape or disk must be available to SEC examiners upon request; |
|
A duplicate of the computer storage medium must be stored separately from the original; and |
|
Procedures for the maintenance and preservation of and access to records must be implemented to safeguard the records from loss, alteration or destruction. |
E-mail Monitoring/Retention. As previously noted, all e-mail is required to be monitored and retained. The Firm will retain all incoming and outgoing e-mail of its Employees that contain required records. Records in e-mail form are stored electronically via a third party vendor and have the capability of segregating them according to sender, recipient and other search data; searching e-mail data according to certain key words and providing access to attachments. All instant messaging is strictly prohibited except through Bloomberg terminals or instant messaging otherwise approved by the Chief Compliance Officer. Instant messages through Bloomberg terminals are retained by and available from Bloomberg.
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1. |
Procedures |
The chart below sets forth records required to be maintained under the federal securities laws, the required retention periods. The retention period of five years runs from the end of the fiscal year in which the record last had an entry made, or was last used. For more information or for questions on records which are not expressly detailed here, please discuss with the Chief Compliance Officer.
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Required Documents |
Period of Retention |
|||||
4. | Records of personal securities transactions in which the Firm or its Employees (including Access Persons) have direct or indirect beneficial ownership or interest. [(Advisers Act Rule 204A-1] | 5 years | ||||
a. | initial and annual holdings reports and quarterly transaction reports; | |||||
b. | a record of the names of persons who are or were in the past five years Access Persons of the Firm; | |||||
c. | records of any decisions to approve the acquisition by an Access Person of any shares in an initial public offering or a limited offering. | |||||
5. | Documents evidencing registration status of the Firm with the SEC. [Best Practices] | Life of entity + 3 years | ||||
6. | Form ADV, and any amendments to Form ADV, as filed with the SEC and the IARD. [Advisers Act Rule 204-2(a)(14)] | Life of entity + 3 years | ||||
7. | Notices or other communications made to states, as applicable. [Best Practices] | Life of entity + 3 years | ||||
8. | Copy of each composite Part II of Form ADV (or separate disclosure document or brochure) delivered to Clients and prospective Clients or offered to be delivered to Clients, record of the dates on which it was offered to Clients, copies of all requests sent by Clients to receive Part II of Form ADV, and records of transmittal to those Clients who requested it. [Advisers Act Rule 204-2(a)(14)] | 5 years | ||||
9. | Copies of contracts and related documents. | 5 years | ||||
a. | Investment management agreements. | |||||
b. | Any other documents reflecting the granting to the Firm power of attorney or discretionary authority. [Advisers Act Rule 204-2(a)(9)] | |||||
c. | Solicitation Agreements. [Advisers Act Rule 206(4)-3] | |||||
d. | Any other contracts relating to the business of the Firm. | |||||
[Advisers Act Rule 204-2(a)(10)] |
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Required Documents |
Period of Retention |
|||||
10. | Copies of all notices, circulars, advertisements, newspaper articles, investment letters, bulletins or other communications circulated to ten or more persons and supporting documentation for recommendations therein for the purchase or sale of specific securities. [Advisers Act Rule 204-2(a)(11)] | 5 years | ||||
11. | All accounts, books, internal working papers, and any other records or documents that are necessary to demonstrate the calculation of any performance or rate of return figures presented in any notice, circular, advertisement, newspaper article, investment letter, bulletin or other communication that the investment adviser circulates or distributes to ten or more persons. [Advisers Act Rule 204-2(a)(16)] | 5 years from the end of the fiscal year during which the information was last published | ||||
12. | Documents relating to third-party solicitors. | 5 years | ||||
a. | Cash solicitation agreement with third-party solicitors. | |||||
b. | Disclosure statements of third-party solicitors. | |||||
c. | Written acknowledgments of receipt obtained from Clients. | |||||
d. | List of third-party solicitors with whom the Firm has contracted. | |||||
e. | List of accounts obtained by each third-party solicitor. | |||||
[Advisers Act Rule 204-2(a)(15)] |
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Required Documents |
Period of Retention |
|||||
13. |
Financial books and records. | 5 years | ||||
a. |
Cash receipts and disbursements journal. [Advisers Act Rule 204-2(a)(1)] | |||||
b. |
General and auxiliary ledgers. [Advisers Act Rule 204-2(a)(2)] | |||||
c. |
Check books, bank statements, cancelled checks and cash reconciliations. [Advisers Act Rule 204-2(a)(4)] | |||||
d. |
All bills or statements relating to the Firms business as an investment adviser. [Advisers Act Rule 204-2(a)(5)] | |||||
e. |
All trial balances, financial statements, and internal audit workpapers relating to the business of the Firm. [Advisers Act Rule 204-2(a)(6)] | |||||
f. |
List of and documentation of loans to the Firm, including loans from Clients (if any), indicating the terms, amounts, dates of such loans and current balance. [Advisers Act Rule 206(4)-4 and Best Practices] | |||||
14. |
Portfolio management and trading records, including: | 5 years | ||||
a. |
Memoranda of each order given by the Firm for the purchase or sale of any security, or any instruction received by the Firm from Clients concerning the purchase, sale, receipt or delivery of a particular security, and of any modification or cancellation of any such order or instruction. Such memoranda should indicate (1) the terms and conditions of the order, instruction, modification or cancellation; (2) the portfolio manager who recommended the transaction; (3) the person who placed such order; (4) the account for which the order was placed; (5) the date of entry; (6) the bank or broker- dealer through which the order was entered and executed; and (7) whether the order was entered pursuant to discretionary authority. [Advisers Act Rule 204-2(a)(3)] |
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Required Documents |
Period of Retention |
|||||
b. | Originals of all written communications received and copies of all written communications sent by the Firm relating to (1) any recommendation made or proposed to be made and any advice given or proposed to be given; (2) any receipt, disbursement or delivery of funds or securities; or (3) the placing or execution of any order to purchase or sell any security such as custodian statements, confirmations, statements sent to Clients and Client correspondence. [Advisers Act Rule 204-2(a)(7)] | 5 years | ||||
c. | Records showing separately for each Client the securities purchased and sold, and the date, amount and price of each such purchase and sale. [Advisers Act Rule 204-2(c)(1)] | 5 years | ||||
d. | For each security in which a Client holds a position, a securities cross-reference report showing the Client names and the number of shares they hold in such security. [Advisers Act Rule 204-2(c)(2)] | 5 years | ||||
15. | List or other record of all accounts in which the Firm is vested with any discretionary power with respect to the funds, securities or transactions of any Client. [Advisers Act Rule 204-2(a)(8)] | 5 years | ||||
16. | File of Client complaints. [Best Practices] | 5 years |
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Required Documents |
Period of Retention |
|||||
17. | Records in connection with custody or possession of Client funds or securities, as applicable, including: [Advisers Act Rule 204-2(b)] | 5 years | ||||
a. | Copies of custody agreements. | |||||
b. |
List of all custodians and depositories to be used for Clients funds
and securities, if applicable. |
|||||
c. |
Records reflecting all purchases, sales, receipts and deliveries of
securities and all debits and credits to such accounts. |
|||||
d. |
Separate ledger account for each Client showing all purchases, sales,
receipts and deliveries of securities, the date and price of each such purchase and sale, and all debits and credits. |
|||||
e. |
Copies of confirmations of all transactions effected by or for such
Clients. |
|||||
f. |
Record for each security in which any Client may have a position
reflecting the name of the Client, the amount of his interest and the location of the security. |
|||||
18. | Copies of Exchange Act Ownership Reports. | Life of entity + 3 years | ||||
a. | Schedules 13F, 13G and 13D. | |||||
b. | Forms 3, 4 and 5. | |||||
19. | A copy of each annual privacy notice delivered to Clients and a record of the date on which it was delivered. [Regulation SP] | 5 years | ||||
20. | Documents related to the maintenance and implementation of compliance policies and procedures in this Manual, including: | 5 years | ||||
a. | A copy of the Firms policies and procedures, and | |||||
b. |
Any records documenting the Firms annual review of those policies
and procedures. [Advisers Act Rules 206(4)-7 and 204-2(a)(17)] |
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Required Documents |
Period of Retention |
|||||
21. | Documents related to the maintenance and implementation of a Code of Ethics, including: | 5 years | ||||
a. | A copy of the Firms Code that is in effect, or at any time within the past five years was in effect; | |||||
b. | A record of any violation of the Code, and of any action taken as a result of the violation; and | |||||
c. | A record of all written acknowledgments of receipt of the Code and amendments for each person who is currently, or within the past five years was, a supervised person of the Firm. [Advisers Act Rule 204-2(a)(12)] | |||||
d. | A record of all persons, currently or within the past 5 years who are required to make reports or who are or were responsible for reviewing such reports. | |||||
22. | Records related to proxy voting, including: | 5 years | ||||
a. | Copies of proxy voting policies and procedures; | |||||
b. | Copies or records of each proxy statement received with respect to the securities of Clients for whom the Firm exercises voting authority (the Firm may rely on EDGAR as repository of proxy statement filed there); | |||||
c. | A record of each vote cast; | |||||
d. | Records pertaining to the Firms decision on the vote; | |||||
e. | A record of each written Client request for proxy voting information; and | |||||
f. | Copies of all written responses by the Firm to written or oral Client requests for proxy voting information. [Advisers Act] | |||||
23. | Compliance records under this Manual, including, for example: | 5 years | ||||
a. | Memoranda, if any, of investigations of potential insider trading; and | |||||
b. | Memoranda, if any, of investment opportunities, IPOs or private placements for which approval sought under Code of Ethics. |
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Attachment A
Non-Discretionary Managed Accounts Disclosure
Employee: ______________________________________
Time Period Covered: _____________________________
I have retained a trustee or third party manager (the Manager) to manage certain accounts of mine. Following is a list of the accounts over which I have no direct or indirect influence or control (the Accounts):
Please list the following account information:
Name of Broker, Dealer, or Bank | Account Number |
Relationship to Manager (Independent Professional, Friend, Relative, etc.) |
||
I acknowledge and certify that:
1. |
I have no direct or indirect influence or control over the Accounts; |
2. |
If my control over the Accounts should change in anyway, I will immediately notify the Chief Compliance Officer in writing of such change and will provide any required information regarding holdings and transactions in the Accounts; |
3. |
I agree to provide reports of holdings and/or transaction (including, but not limited to, duplicate account statements and trade confirmations) made in the Accounts at the request of the Chief Compliance Officer; |
4. |
I did not suggest that the Manager make any particular purchases or sales of security for the Accounts during the period covered by this report; |
5. |
I did not direct the Manager to make any particular purchases or sales of securities for the Accounts during the period covered by this report; |
6. |
I did not consult with the Manager as to the particular allocation of investments to be made in the Accounts during the period covered by this report; and |
7. |
I will contact the Chief Compliance Officer immediately in the event that a non-discretionary or fully managed account over which I have direct or indirect beneficial ownership is opened. |
Yes ☐ No ☐
I certify and acknowledge that the information in this form is true and correct to the best of my knowledge and agree to immediately notify the firm if such information becomes inaccurate in any way.
Signature: ______________________________________________ Date: _________________________
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Berenberg Asset Management
Supplemental CTA Policies and
Procedures Manual
Policies and procedures as a Commodity Trading Advisor (CTA). Berenberg Asset Management Inc. (BAM or the Firm) is registered with the Commodity Futures Trading Commission (CFTC) under the Commodity Exchange Act (CEA) and is a member (Member) of the National Futures Association (NFA).
April 2018
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CTA Registration Firm and Employees
Policy
The Firms policy is to comply with all regulatory requirements under the CEA, CFTC regulations and NFA rules regarding CFTC registration and NFA Membership and to maintain all filings and exemptions on a current and accurate basis.
Background
With certain exceptions, all persons and organizations that intend to do business as commodity interest professionals must register under the CEA. The primary purposes of registration are to screen an applicants fitness to engage in business as a commodity interest professional and to identify those individuals and organizations whose activities are subject to federal regulation. In addition, all individuals and firms that wish to conduct commodity interest-related business with the public must apply for NFA Membership, the self-regulatory organization for commodity interest firms.
In its capacity as a CTA, BAM is registered with the CFTC under the CEA and is a member of the NFA.
Registration for a Firm
The firm files for registration as a CTA by using the NFA Online Registration System (ORS).
In order to register with the NFA, a firm must take the following steps:
1. |
Complete Form 7-R, the Firm application |
2. |
Submit an application fee of $200 (for each Form 7-R filed for registration as a CTA) |
3. |
Pay NFA-mandated CTA membership dues of $750 in total |
Registration of Principals and Associated Persons
NFA Registration Rule 101 and CFTC Rule 3.1(a) define the term principal. A Principal is defined for a corporation like BAM as:
(1) |
An individual who is a director, president, chief executive officer (CEO), chief operating officer, chief financial officer, chief compliance officer (CCO), or a person in charge of a business unit containing the Firms CTA- related activities; or |
(2) |
An individual who directly or indirectly, through agreement, holding companies, nominees, trusts or otherwise: |
a. |
is the owner of 10% or more of the outstanding shares of any class of the Firms voting securities; |
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b. |
is entitled to vote, sell or direct the sale of 10% or more of any class of the Firms voting securities; |
c. |
has contributed 10% or more of the Firms capital; |
d. |
is entitled to receive 10% or more of the Firms net profits; or |
e. |
has the power to exercise a controlling influence over the Firms activities as a CTA; or |
(3) |
An entity that: |
a. |
is the direct owner of 10% or more of any class of the Firms securities; or |
b. |
has directly contributed 10% of the Firms capital, with certain exceptions. |
Firm personnel who fall within the definition of Principal must complete the following steps in connection with the Firms registration as a CTA:
1. |
Complete Form 8-R, the Individual Application; |
2. |
Submit fingerprint cards; and |
3. |
Complete the verification of each Form 8-R. |
BAM will submit the Individual Application through ORS and pay the application fee of $85 per Principal.
CFTC Rule 1.3(aa) defines the term Associated Person (AP) as any natural person who is associated in any capacity (a) with a CTA as a partner, officer, employee, consultant, or agent (or any natural person occupying a similar status or performing similar functions), in any capacity which involves: (i) the solicitation of a clients or prospective clients discretionary account, or (i) the supervision of any person or persons so engaged or (b) with a CPO as a partner, officer, employee, consultant, or agent (or any natural person occupying a similar status or performing similar functions), in any capacity which involves: (i) the solicitation of funds, securities, or property for a participation in a commodity pool or (ii) the supervision of any person or persons so engaged.
The CFTC has provided certain exemptions from AP registration. If a CPO outsources solicitation of pool investors to a securities broker-dealer and its registered (or limited) representatives or registered (or limited) principals, such persons are exempt from AP registration unless they engage in any other activity subject to CFTC regulation.
The CFTC has also stated that supervision of APs, which may require registration as an AP even if a person is not himself or herself directly soliciting customers or pool participants, extends to the highest level of an organization. To mitigate this impact, the CFTC has provided a way for firms mostly involved in other business, such as securities, to designate a particular individual as the supervisor for commodity interest-related activities and thereby screen off others in the supervisory chain-of-command from the necessity to register as APs. See, for example,
Regulation 3.12(h)(1)(iii), which is available if commodity interest-related activities may constitute no more than 10% of the firms annual revenue, and certain other conditions apply.
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Firm personnel who fall within the definition of Associated Persons and are not otherwise exempt from AP registration must complete the following steps in connection with the Firms registration as a CTA:
1. |
Complete Form 8-R, the Individual Application; |
2. |
Submit fingerprint cards; |
3. |
Satisfy the NFAs Proficiency Requirements (described below); and |
4. |
Complete the verification of each Form 8-R. |
BAM will submit the Individual Application through ORS and pay the application fee of $85 per AP.
Proficiency Requirements for Associated Persons
An individual registering as an Associated Person of a CPO and/or a CTA must satisfy the NFAs Proficiency Requirements. Associated Persons must pass the National Commodity Futures Examination, the Series 3, within the two years preceding the application date, or have been working as an AP of another registrant or as a floor broker or as a principal within the two years preceding the application date. In order to take the Series 3 Exam, an individual must complete Form U-10 available through the FINRA website. NFA staff has been willing to grant examination waivers, however, where a persons Series 3 examination lapsed because he or she was employed by a firm that relied on Regulation 4.13(a)(4) or 4.5.
If an AP will be involved in soliciting investors in pools or clients for separate accounts that will trade security futures, such AP must complete the security futures training module that is available through NFAs website.
A Firms NFA membership will not be approved until the Firm has at least one individual who is both listed as a Principal of the Firm and registered as an Associated Person. An individual may not be required to take the Series 3 Exam under certain exemptions. No Member of the NFA shall have associated with it any person who has satisfied the requirements of NFA Registration Rule 401 by the use of an alternative to the Series 3 that requires the person to limit their commodity interest-related activities and who exceeds such limits.
At this time, there are no proficiency requirements for APs whose activities are limited solely to swaps.
Responsibility
The CEO and the CCO are responsible for maintaining CFTC registration and exemptions and making updates as necessary.
Procedures
The CEO will review BAM CFTC registration under the CEA and NFA membership periodically to ensure they are maintained on a current and accurate basis and that they properly reflect and are consistent with the Firms services and other required disclosures.
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Due Diligence Check
BAM screens all prospective employees to ensure they are qualified and to determine the extent of supervision the person would require if hired. The appropriate documentation to support any yes answers on the Form 8-R Disciplinary History questions is obtained and reviewed for potential disqualifying information. Derogatory information, which the applicant may have submitted in connection with any past regulations, is obtained from the NFA. BAM has run background checks on all APs, which are generally updated annually. In addition, BAM intends to run updated background checks on such persons periodically. Further, all employees are required to update their disciplinary histories on an annual basis. See the CTA RegistrationFirm and EmployeesInterim Registration Update section of this manual. In connection with the review of the persons prior work experience, BAM checks for any commodity interest-related disciplinary proceedings against the persons prior employer. This information is used to determine the extent of supervision a particular applicant would require after he or she is hired.
Annual Registration Update
In order for BAM to maintain its CFTC Registration and NFA Membership, it must do the following by its anniversary date or within 30 days thereafter:
|
Provide an Annual Registration Update regarding its own registration and the registrations with respect to their associated persons and principals |
|
Pay all applicable NFA membership dues |
|
Complete the electronic Annual Questionnaire (described in detail under the ReportingGeneral Section below) |
|
Complete the Self-Examination Questionnaire (described in detail under the ReportingGeneral below) |
When changes or updates to the registration are necessary or appropriate (interim updates or annually required amendments), the CEO will work with the CCO to make any and all amendments on a timely basis via the ORS System and will maintain records of the filings and amendments, due diligence checks and supporting documentation.
Interim Registration Update
CTAs must ensure that the identification information, disciplinary history, contact details, and other information contained in their Form 7-R remains current. CTAs must promptly correct any deficiency or inaccuracy in the information contained in their Form 7-R annually or on an as needed basis. NFA Registration Rule 208 requires NFA members to update Form 7-R to reflect the addition of any new president, chief financial officer, or other principal within 20 days after the applicable addition. COs and CTAs must also promptly correct any deficiency or inaccuracy in the information contained in each Form 8-R. Consequently, BAM ensures all principals and associated persons are familiar with this obligation and requires all applicable employees to complete the 8-R Update Form on an annual basis (Annual Training acknowledgement and Star Compliance Annual Certification).
All APs and principals of the Firm are required to immediately report any financial or disciplinary matters that come to their attention to the CEO.
Withdrawal
BAM will file Firm Withdrawal Request Form 7-W in ORS to withdraw its Firm registration or application if the decision to withdraw is made.
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BAM will file an electronic Individual Withdrawal Notice (Form 8-T) within 30 days after terminating any AP, principal, or branch office manager who was pending, temporarily licensed, registered or approved. A fee of $100.00 will be charged for a withdrawal notice received more than 30 days after the actual termination date. BAM will promptly provide a hard copy version to the person whose association has been terminated.
CTA Registration Branch Offices
Policy
BAM will maintain one office location.
Background
Any location, other than the main business address, at which an NFA member employs persons engaged in activities requiring registration as an AP, is a branch office. This is true even if there is only one person at the location. If the firm has one or more branch offices, NFAs registration records on the firm must include the names of all persons who are branch office managers. Each location must have a branch office manager, and each branch office must have a different manager. In general, branch office managers must have passed a Series 30 examination within the prior two years. However, a person may not be required to pass the Series 30 examination if:
|
he or she is currently approved as a branch office manager; or |
|
he or she was approved as a branch office manager and since the last date the applicant was withdrawn as a branch office manager, there has not been a period of two consecutive years during which he or she was not either temporarily licensed as an AP or registered as an AP; or |
|
his or her sponsor is a registered securities broker-dealer that provides proof that the person is qualified to act as a branch office manager or designated supervisor under rules of FINRA. |
Each branch office managers status as such should be listed in the Registration Categories section of the persons Form 8-R even if previously listed as a principal in the Registration Categories section of the persons Form 8-R.
The address must also be given for each branch office. A P.O. Box is not sufficient. Anyone with a status as branch office manager must also be currently registered as an AP. Whenever a new branch office is established it must be reported, with all the required information, to NFA by filing an update electronically to the Firms Form 7-R. The closing of an existing branch office should also be reported by filing an update electronically to the Firms Form 7-R.
CFTC Regulation 166.4 requires each branch office to use the name of the firm of which it is a branch for all purposes and to hold itself out to the public under such name. The requirement that a branch office hold itself out to the public under the name of the Member is intended to ensure that customers are always aware of the Member with which they are doing business. It is necessary that any branch office AP, even one operating out of a residence or an unrelated place of business, make sure that customers understand who they are doing business with.
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An NFA member firm that has branch offices must oversee them, including on-site visits of these offices and a documented examination program. The individuals performing the review should be knowledgeable and qualified to perform such a review (for example, a compliance officer).
After a firm performs a branch office examination, the firm should prepare an examination report that explains the areas reviewed and any deficiencies noted during the examination. This report should be provided to the branch office manager so she may address and correct any deficiencies. If the firm finds deficiencies at the branch office, it should follow up with the branch office manager or visit the office again to determine if corrective action was taken. Additionally, all branch offices should have copies of the firms compliance policies and procedures on file on-site.
Responsibility
The CEO and the CCO are responsible for maintaining CFTC registrations and making updates as necessary.
Procedures
All APs located at branch offices of BAM will be held to the same standards as APs located at BAM main office location. BAM will disclose all branch office locations on its Form 7-R. Each branch office will appoint a branch office manager who is registered as an AP. All branch office managers will be registered as APs as detailed in the CTA Registration Firm and Employees section of this manual. Updates to the Forms 8-Rs and 7-Rs will be made as detailed in the CTA Registration Firm and Employees section of this manual. Branch offices will be supervised as detailed in the Supervision section of this manual.
In addition, the Compliance Department has developed procedures that require a member of the Compliance Department to visit each branch office at least once per calendar year to perform a branch office examination. A separate attestation must be made for each branch office.17
17 |
(On Advisers Letterhead) |
Appropriate supervisory personnel for BAM have reviewed and evaluated the current procedures of BAM (and branch location, if applicable) using the NFA Self-Examination Checklist. Based on that review, it appears that BAM current procedures are adequate to meet its supervisory responsibilities.
Signed | Date | |||||
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CTA Exemptions
Policy
BAM claims relief from certain regulatory requirements applicable to registered CTAs pursuant to CFTC Regulation 4.7(c) and will market these accounts exclusively to QEPs.
Background
CFTC Regulation 4.7(c) provides a simplified regulatory framework for CTAs directing or guiding the commodity interest trading accounts of QEPs. Pursuant to CFTC Regulation 4.7(c), a CTA who directs the accounts of QEPs may claim relief from providing such participants with a Disclosure Document as required by CFTC Regulations 4.31 and 4.34-4.36 and certain recordkeeping requirements (described in detail under the Books and Records Section below).
A CTA seeking to rely on Regulation 4.7(c) must claim the relief electronically through the NFAs exemption system. The claim for relief is made through a one-time filing and does not require a listing of advisees.
Responsibility
The CEO and the CCO are responsible for maintaining CFTC registration and exemptions and making updates as necessary.
Procedures
BAM will file the exemption electronically through the NFAs exemption system and it must:
(1) |
Provide the name, main business address, main telephone number, and the CTA identification number of BAM; |
(2) |
Contain a representation that the trading adviser anticipates providing commodity interest trading advice to QEPs; |
(3) |
Contain representations that: |
a. |
Neither the CTA nor any of its principals is subject to any statutory disqualification, and |
b. |
The CTA will comply with the requirements of Regulation 4.7(c) |
(4) |
Specify the relief claimed under Regulation 4.7(c); |
(5) |
Be filed by a representative duly authorized to bind the CTA; |
(6) |
Be filed electronically with the NFA through its electronic exemption filing system; and |
(7) |
Be received by the NFA before the date the trading advisor first enters into an agreement to direct or guide the commodity interest account of a qualified eligible person pursuant to Regulation 4.7(c). |
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Each investment management agreement with a client for which BAM is relying on Regulation 4.7(c) must contain a representation that the client is a QEP, must contain the clients consent to be treated as an exempt account and must contain the following legend in bold and in all capital letters immediately above the signature line of the agreement that the client must execute before it opens an account with BAM:
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.
The investment management agreement should also address whether the client is a member of NFA or exempt from registration with the CFTC in order to comply with NFA Bylaw 1101.
Regulation 4.14(a)(8)
For some client accounts, BAM relies on the CTA exemption in CFTC Regulation 4.14(a)(8) even though BAM is registered as a CTA. This exemption is available when BAM provides commodity interest trading advice to certain types of institutional investors such as registered investment companies, certain types of pension plans, certain bank or trust company fiduciary accounts, certain separate accounts of insurance companies, private funds whose CPO relies on the CPO exemption in Regulation 4.13(a)(3) and certain foreign commodity pools. Certain of these entities or their operators must file a notice to claim relief under CFTC Regulation 4.5 or Regulation 4.13(a)(3), and certain ones are not required to do so. If a Regulation 4.5 or Regulation 4.13(a)(3) notice must be filed, it must be reaffirmed within 60 days of calendar year end.
In order to rely on the CTA exemption in Regulation 4.14(a)(8), BAM must file a notice with the NFA claiming such exemption and reaffirm it annually within 60 days of year end. In addition, to the extent that the client or its operator must also file a notice under Regulation 4.5 or Regulation 4.13(a)(3), BAM should confirm that such client or operator filed such notice and has reaffirmed its notice filing annually within the 60-day period. If the client or operator does not timely file or reaffirm its notice, BAM could lose the ability to rely on Regulation 4.14(a)(8).
In addition, the investment management agreement with the client must state that:
Although BAM is registered as a commodity trading advisor under the CEA, BAM is relying upon the exemption in CFTC Regulation 4.14(a)(8) with respect to its commodity interest trading advice to the Client.
In addition, if the client has already retained BAM before the decision is made to rely on the CTA exemption in Regulation 4.14(a)(8), the amendment to the investment management agreement must allow the client to terminate the investment management agreement before reliance on Regulation 4.14(a)(8) is claimed with respect to that client.
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The investment management agreement should also address whether the client is a member of NFA or exempt from membership in order to comply with NFA Bylaw 1101.
Supervision
Policy
CFTC Regulation 166.3 and NFA Compliance Rule 2-9 place a continuing responsibility on every registrant to diligently supervise its employees and agents in all aspects of their commodity interest activities. Each CTA should establish and maintain a system to supervise, and should diligently supervise, all activities relating to its Principals, APs, and branch offices (or persons occupying a similar status or performing a similar function). Such system should be reasonably designed to achieve compliance with the requirements of the CEA. Such supervisory system should provide the designation, where applicable, of at least one person with authority to carry out the supervisory responsibilities of the CTA.
Responsibility
BAM should diligently supervise its Principals, APs, and branch offices in the conduct of their commodity interest activities. Associated Persons are required to monitor those individuals and/or departments they supervise to detect, prevent and report activities inconsistent with these policies and procedures. The CEO is responsible for the supervision of Principals, Associated Persons, and branch offices under the CEA.
With respect to the branch offices, Compliance monitors their emails as their emails are all sent and received using the main server. Compliance episodically conducts random testing of all employees emails. All meetings with clients or potential clients are either at the main office (where Compliance staff may participate) or at the clients or potential clients office. Branch office employees do not meet clients or potential clients at the branch offices.
Procedures
To demonstrate supervision and to test effectiveness, all areas of the Firm are subject to periodic compliance review.
The CCO will review, at least annually:
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The Firms policies and procedures, including its supervisory procedures specifically to ensure their continued effectiveness, with a focus on areas where checks and balances are most critical; |
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Suggestions to modify and/or improve the policies and procedures; |
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Accommodations granted during the period; and |
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The overall effectiveness of the Firms compliance program. |
The CCO will:
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Monitor hiring policies; |
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Review and approve NFA registration; |
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Review client information and account activity on an on-going basis, including any customer complaints; |
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Perform on-site visits or diligence sessions to each branch office on an annual basis; and |
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Ensure proper training for Firm personnel. |
APs and other employees may not make any statement to current or prospective clients or investors that is fraudulent or deceitful, employs or is part of a high-pressure sales approach, or includes any statement that trading in futures or options on futures is appropriate for all persons.
Employees who are not APs should limit their communications to clients to responding to routine administrative questions. Substantive or investment management related questions received from clients must be referred to BAM personnel who are registered as APs.
A supervisor must oversee AP solicitations and other communications with the public, including any that occur via e-mail. Depending on the level of scrutiny needed, potential methods for review may include (but are not limited to) spot-checking e-mail. If an AP supervisor detects suspicious activity through this review, he or she may use other more precise and involved supervisory methods. The AP supervisor may consult the CCO in making this determination and will document the enhanced monitoring on a log to be kept by the CCO. AP supervisors are responsible for implementing the appropriate level of scrutiny, as determined by the CCO. The CCO will ensure that the agreed-upon procedures are followed.
A supervisor must determine the amount of supervision needed for each AP, based on factors such as their trading experience and volume and the number and types of customers they will serve. As BAM will deal exclusively with institutional clients, the level of supervision may be lower.
A supervisor must review and analyze trading in customer and AP personal accounts for any red flags (such as large losses or numbers of trades) requiring further scrutiny. This review must include an analysis intended to determine if there is excessive trading, improper trade allocation or front-running and preferential customer treatment and must include documentation of any follow-up measures. A supervisor must regularly review trading activity in discretionary accounts and maintain a written record of the review. The supervisor cannot have discretion in trading a supervised account. A supervisor must ensure that responsibilities for customer orders are separated from trading for proprietary accounts or employee personal accounts, to guard against insider trading and front-running.
Training
Policy
It is the Firms policy to require each Associated Person to participate in periodic training regarding compliance issues relevant to the Firm. The CFTCs Statement of Acceptable Practices and NFA Rule 2-9 require that all APs receive ethics training to ensure they understand their responsibilities to the public under the CEA, including responsibilities to observe just and equitable principles of trade, rules and regulations of the Commission, rules of any appropriate contract market, registered futures association, or other self-regulatory organization, or any other applicable federal or state law, rule or regulation. Registrants must receive ethics training on a periodic basis as needed. Firms should determine the frequency and form of this based on the size of its operation and type of business.
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Responsibility
The CCO has overall responsibility for ensuring compliance training is conducted as necessary and that obligations are met and documented.
Procedures
Ethics Training
In Compliance with NFA Rule 2-9, all Associated Persons, including branch offices, are required to attend an ethics training program at least once every three years that addresses the following:
1. |
An explanation of the applicable laws and regulations and rules of self-regulatory organizations or contract markets and registered derivatives transaction execution facilities; |
2. |
The registrants obligation to the public to observe just and equitable principles of trade; |
3. |
How to act honestly and fairly and with due skill, care and diligence in the best interest of customers and the integrity of the markets; |
4. |
How to establish effective supervisory systems and internal controls; |
5. |
Obtaining and assessing the financial situation and investment experience of customers; |
6. |
Disclosure of material information to customers; and |
7. |
Avoidance, proper disclosure and handling of conflicts of interest. |
BAM requires APs participate in training provided by a third-party service provider that meets the criteria required by the NFA initially upon employment and every three years thereafter. A written record of completion of the training will be maintained by the CCO.
Other Ongoing Training
The Compliance Review Office will arrange for a Firm-wide compliance meeting to be conducted at least once per year with all Associated Persons. On-going training will be provided throughout the year by the CCO on an as needed basis.
A written record of all compliance training conducted throughout the year will be maintained.
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Marketing and Communication with Clients
Policy
The fundamental element of the Firms policy regarding marketing and other communications with clients is not to mislead clients and prospective clients about the Firms services or results. In addition to limiting the Firms statements to those that can be substantiated and taking care not to express opinions as fact, the Firms materials will be balanced: for example, the Firm will not foster the impression that the Firms objectives and strategies are without risk or that the Firms past successes indicate what future results may be.
Background
CFTC Rule 4.41 prohibits CTAs and their principals from advertising in a manner which:
(1) |
Employs any device, scheme or artifice to defraud any participant or client or prospective participant or client; |
(2) |
Involves any transaction, practice or course of business which operates as a fraud or deceit upon any participant or client or any prospective participant or client; or |
(3) |
Refers to any testimonial, unless the advertisement or sales literature providing the testimonial prominently discloses: |
a. |
That the testimonial may not be representative of the experience of other clients; |
b. |
That the testimonial is no guarantee of future performance or success; and |
c. |
If, more than a nominal sum is paid, the fact that it is a paid testimonial. |
No person may present the performance of any simulated or hypothetical commodity interest account, transaction in a commodity interest or series of transactions in a commodity interest of a CTA or any principal thereof unless such performance is accompanied by the following statement in bold and in all capital letters:
THESE RESULTS ARE BASED ON SIMULATED OR HYPOTHETICAL PERFORMANCE RESULTS THAT HAVE CERTAIN INHERENT LIMITATIONS. UNLIKE THE RESULTS SHOWN IN AN ACTUAL PERFORMANCE RECORD, THESE RESULTS DO NOT REPRESENT ACTUAL TRADING. ALSO, BECAUSE THESE TRADES HAVE NOT ACTUALLY BEEN EXECUTED, THESE RESULTS MAY HAVE UNDER-OR OVERCOMPENSATED FOR THE IMPACT, IF ANY, OF CERTAIN MARKET FACTORS, SUCH AS LACK OF LIQUIDITY. SIMULATED OR HYPOTHETICAL TRADING PROGRAMS IN GENERAL ARE ALSO SUBJECT TO THE FACT THAT THEY ARE DESIGNED WITH THE BENEFIT OF HINDSIGHT. NO REPRESENTATION IS BEING MADE THAT ANY ACCOUNT WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THESE BEING SHOWN.
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If the presentation of such simulated or hypothetical performance is other than oral, the prescribed statement must be prominently disclosed (in all capital letters and in bold) and in immediate proximity to the simulated or hypothetical performance being presented.
Rule 4.41 applies to any publication, distribution or broadcast of any report, letter, circular, memorandum, publication, writing, advertisement or other literature or advice, whether by electronic media or otherwise, including information provided via internet or e-mail, the texts of standardized oral presentations and of radio, television, seminar or similar mass media presentations.
Per CFTC Regulation 4.16 and NFA Compliance Rule 2-22, it is unlawful for any CTA, principal thereof or person who solicits therefor to represent or imply in any manner whatsoever that such CTA, or NFA Member has been sponsored, recommended or approved, or that its abilities or qualifications have in any respect been passed upon, by the NFA, the CFTC, the Federal government or any agency thereof.
NFA Compliance Rule 2-29
NFA Compliance Rule 2-29 prohibits the use of any promotional materials that:
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are likely to deceive or mislead the public, |
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contain any material misstatement of fact or that an employee knows omits a fact, if the omission makes it materially misleading, |
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mention the possibility of profit, unless such materials also contain or are accompanied by an equally prominent statement of the risk of loss, |
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include any reference to actual past trading profits, unless such materials also mention that PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS, |
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include any specific numerical or statistical information about the past performance of actual accounts, unless such information is representative for the time period of all reasonably comparable accounts, |
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include a testimonial (with certain very limited exceptions), or |
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include statements of opinion that do not clearly identify them as such and have a reasonable basis in fact. |
NFA Regulation 2-29 also includes specific requirements for promotional materials that contain hypothetical results unless those materials are only distributed to QEPs. As all of BAM clients and Private Fund investors and prospective clients and Private Fund investors will be QEPs, these requirements are not addressed in this manual.
No NFA Member may use or directly benefit from any radio or television advertisement or any other audio or video advertisement distributed through media accessible by the public except in compliance with NFA Compliance Rule 2-29(h). This rule requires, among other things, that the text of the advertisement be submitted to NFA staff at least 10 days prior to first use.
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Approval and Filing of Material
As required by NFA Compliance Rule 2-29, prior to first use, promotional material must be reviewed and approved in writing by a supervisory employee of the Firm. Upon review, the supervisory employee will keep a written log of each piece of promotional material reviewed and the date each piece was approved for use. A copy of the material will be retained by the Firm.
If there are any rates of return or charts/graphs that indicate past performance, such information will be supported by documentation demonstrating the performance calculation. Generally, performance must be shown net of fees unless gross of fee information is shown consistent with the requirements of the Advisers Act and the rules of the SEC thereunder.
The supervisory employee will maintain copies of any advertising and marketing materials, including any reviews and approvals, for a total period of five full calendar years following the last time any material is disseminated.
BAM will supervise sales solicitations by one or more of the following methods: direct listening (see the E-Mail and Other Electronic Communications section of this manual), participation in meetings, monitoring of emails and customer contact on a periodic basis.
Responsibility
The CCO is responsible for implementing and monitoring the Firms policy. He, or his designee will review and approve any marketing materials to ensure that they are consistent with the Firms policy and regulatory requirements. These designated persons are also responsible for maintaining, as part of BAM books and records, copies of all advertising and marketing materials with a record of reviews and approvals in accordance with applicable recordkeeping requirements.
Procedures
BAM will not make any communication with the public which:
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operates as a fraud or deceit; |
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employs or is part of a high-pressure approach; or |
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makes any statement that commodity interest trading is appropriate for all persons. |
Promotional material includes: (i) Any text of a standardized oral presentation, or any communication for publication in any newspaper, magazine or similar medium, or for broadcast over television, radio, or other electronic medium, which is disseminated or directed to the public concerning a commodity interest account, agreement or transaction; (ii) any standardized form of report, letter, circular, memorandum or publication which is disseminated or directed to the public; and (iii) any other written material disseminated or directed to the public for the purpose of soliciting a commodity interest account, agreement or transaction.
BAM will not use any promotional material which:
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is likely to deceive the public; |
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contains any material misstatement of fact or which the Firm knows omits a fact if the omission makes the promotional material misleading; |
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mentions the possibility of profit unless accompanied by an equally prominent statement of the risk of loss; |
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includes any reference to actual past trading profits without mentioning that past results are not necessarily indicative of future results; |
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includes any specific numerical or statistical information about the past performance of any actual accounts (including rate of return), unless such information is and can be demonstrated to NFA to be representative of the actual performance for the same time period of all reasonably comparable accounts; and |
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includes a testimonial that is not representative of all reasonably comparable accounts, does not prominently state that the testimonial is not indicative of future performance or success, and does not prominently state that it is a paid testimonial (if applicable). |
Recordkeeping
Copies of all promotional material along with a record of the review and approval must be maintained by the Firm and be available for examination for the periods specified in CFTC Regulation 1.31, generally 5 years following the date of last use, the first two years of which must be readily accessible.
Registration of Clients, Solicitors, and Counterparties
Background
NFA Bylaw 1101 generally prohibits an NFA member, such as BAM, from conducting business with or on behalf of any non-member of the NFA or suspended member of the NFA that is required to be registered with the CFTC but is not. In general, to comply with applicable provisions of that bylaw, the Firm will endeavor to make two determinations when doing business with covered third-parties: (i) whether the Firm is doing business with an individual or entity that is required to be registered with the CFTC, and (ii) if so, determining whether that individual or entity is an NFA Member.
Procedures
When necessary or appropriate, the Firm will use the NFAs Background Affiliation Status Information Center (BASIC) (http://www.nfa.futures.org/basicnet/welcome.aspx) to gather information about the registration and membership status of any third-party with which it does commodity interest-related business. However, the determination of whether a particular individual or entity should be registered can be difficult to assess, and despite its efforts, the Firm could be transacting business with an individual or entity that is actually required to be registered, but is not. Nevertheless, on a case-by-case basis, the Firm will conduct due diligence in an effort to comply with NFA Bylaw 1101.
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Although it is difficult to identify all of the scenarios that would put the Firm on notice that a particular individual or entity is required to be an NFA Member, there are certain steps the Firm can take to reduce the possibility of a violation, including the following:
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With respect to pool participants in Private Funds, representations regarding CFTC registration and NFA membership, or any exemption therefrom, will be included in the subscription agreements or other documents executed by these pool participants. |
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With respect to new separate account clients, representations regarding CFTC registration and NFA membership, or any exemption therefrom, will be included in the investment management agreements with the clients. |
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If a pool participant or client claims an exclusion or exemption from CPO or CTA registration, the Firm intends to check whether an appropriate exclusion or exemption notice of claim has been filed (unless such exclusion or exemption is self-executing) and will maintain a copy of the applicable NFA website page in its records. The Firm intends to check BASIC annually to confirm that all applicable notices have been reaffirmed within 60 days of calendar year end. |
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Notwithstanding the above, the Firm may determine with the assistance of outside legal counsel, if the Firm deems such assistance advisable, that a representation is not required for a particular pool participant or client. If so, the Firm intends to document (and retain in its records) the reason(s) why a representation was not required for such particular pool participant or client. |
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The Firm intends to review all FCMs, swap dealers, solicitors and other parties with whom the Firm conducts commodity interest-related business at least annually in an effort to confirm that any such party that is required to be registered with the CFTC is so registered. |
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NFA Bylaw 1101 due diligence is not currently required for investors in mutual funds, whether or not the adviser to such mutual fund relies on the exclusion in CFTC Regulation 4.5. |
As senior staff at the NFA has indicated that an NFA member does not need to comply with NFA Bylaw 1101 with respect to accounts for which it is not acting in a registered capacity, the Firm may determine not to conduct the due diligence described above with respect to any client for which the Firm is relying on the exemption in Regulation 4.14(a)(8).
Responsibility
The CCO works with the CEO to identify and maintain a current list of all parties with which BAM does business with.
Procedures
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The CCO will keep a current list of all pool participants, clients for which it is providing commodity interest trading advice, solicitors, FCMs, sub-advisors, service providers and counterparties and note their registration or exemption status (including this specific exemption relied on) on this list. |
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The CCO will designate whether BAM is operating a commodity pool in reliance on CFTC Regulation 4.7(b) on such list. |
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The CCO will designate whether BAM is providing advice to a client in reliance on CFTC Regulation 4.7(c) or 4.14(a)(8) on such list. |
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All documentation is maintained in accordance with applicable record retention requirements. In addition, subscription documents are reviewed on an annual basis by the CCO and/or CEO to determine if any updates are required.
ReportingCTA Reporting
Overview of Requirements
Form CTA-PR
Pursuant to CFTC Regulation 4.27, all CTAs that direct trading of commodity interests are required to file an annual report on Form CTA-PR within 45 days of the calendar year end. CFTC Form CTA-PR requires each CTA to report on an annual basis general information about the CTA, its trading programs, the pool assets directed by the CTA and the identity of the CPOs that operate those pools.
NFA Compliance Rule 2-46
Pursuant to NFA Compliance Rule 2-46, CTAs are required to file quarterly reports within 45 days of the calendar quarter end on NFA Form PR. NFA Form PR consists of CFTC Form CTA-PR, plus certain additional information relating to key relationships, assets under management for each trading program, and monthly performance during the quarter for each trading program. NFA Member CTAs can meet their CFTC filing requirement by filing NFA Form PR for the fourth quarter. These reports are accessed and completed through the EasyFile system.
Policy
The Firms policy is to comply with all regulatory requirements regarding CFTC registration and NFA Membership and to maintain all filings on a current and accurate basis.
Responsibility
The CCO will review the information in NFA Form PR for accuracy and completeness.
Procedure
The Compliance Calendar is used to track all regulatory filing deadlines. A log of all filings made is maintained by the CCO and documentation supporting all regulatory filings is retained. The CCO is responsible for filing NFA Form PR.
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ReportingGeneral
Overview of Requirements
Annual Questionnaire
In order for BAM to maintain its CFTC Registration and NFA Membership, it should complete the Annual Questionnaire by the anniversary of its registration date. The questionnaire requires members to provide detailed information regarding their business, which includes firm and disaster recovery information as well as a questionnaire for each registration category. Member firms are encouraged to update their questionnaire data on a regular basis, but must, at a minimum, complete the Annual Questionnaire within 30 days of the anniversary of their NFA Membership date. Failure to complete the Annual Questionnaire and satisfy all of the other requirements in the annual update process within 30 days of the Firms anniversary date will be deemed a request to withdraw its registration and/or NFA membership.
Annual Compliance Self-Examination Questionnaire
CTAs are required to review their operations each year in light of the topics covered in the NFAs Self-Examination Questionnaire. The Questionnaire includes points that are applicable to all NFA member firms and supplements that contain questions specific to CTAs. The Questionnaire requires a firm to assess its compliance with applicable requirements under both the CEA and NFAs own rules. An appropriate representative of a CTA must sign the Questionnaire and attest that, in light of the matters covered by the Questionnaire, the firms current procedures are adequate to meet its supervisory responsibilities. Each branch office manager must also complete and sign the relevant portions of the Annual Compliance Self-Examination Questionnaire. A review of the Questionnaire should aid NFA Members in recognizing potential problem areas and alert them to procedures which need to be revised or strengthened
Copies of these signed Questionnaires must be kept as part of the Firms records and, for the first two years, the copies must be kept in an easily accessible place.
Large Trader Reporting
The CFTC operates a comprehensive system of collecting information on market participants whose trading reaches specified levels, the large trader reporting system (LTRS), as part of its market surveillance program. Under the LTRS, clearing members, FCMs and foreign brokers (collectively called reporting firms) file daily trading reports with the CFTC. A trader, such as a CPO or a CTA, is not required to file daily reports. If, at the daily market close, a reporting firm has a trader with a position at or above the CFTCs reporting level in any single futures, option, swaps or swaptions expiration month, the reporting firm must report to the CFTC that traders entire position in all futures, options on futures, and swaps expiration months in that commodity, regardless of size. Upon receiving such a report, the CFTC may contact the trader directly for certain identifying information by sending a special call that the trader completes a CFTC Form 40 or Form 40S: Statement of Reporting Trader. For those accounts where BAM, by power of attorney or otherwise, has the authority to enter transactions without the clients specific consent, BAM is considered to be the trader of the account.
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BAM must file a Form 40 or Form 40S upon the CFTCs request, in compliance with the Forms instructions and the provisions of Parts 15 and 18 of CFTC Regulations. The CFTC may also issue a special call to a reporting firm or a trader under Parts 18 or 21 of its regulations to investigate a threat of a market manipulation or other market disorder. BAM must respond to a special call as directed by the CFTC. Any CFTC request, whether oral or in writing, to provide information to the agency should be forwarded immediately to the CEO and the CCO, who will be responsible for responding to the request, including the completion and submission of any Form 40 or Form 40S.
The CFTC adopted changes to the LTRS in 2013, known as the Ownership and Control Report or OCR rules. Full compliance with the OCR rules has been delayed several times, and the reporting aspects of these rules are now scheduled to begin to take effect on September 28, 2016. The new rules will require greater amounts of data to be reported to the CFTC, including data on swaps and intraday trading, as well as changes in the manner in which commodity interest market participants must report information.
The OCR rules will require the reporting of trading by a volume threshold account on an intraday basis and a more granular identification of omnibus accounts; these reports are in addition to the traditional end-of-day position reporting for accounts with positions at or above certain levels. The CFTC adopted new Regulation 15.04, which defines the reportable trading volume level for these purposes as 50 or more contracts, executed during a single trading day on a single market, in all instruments that the market includes under the same product identifier, including purchases and sales, and inclusive of all expiration months. This is intended to capture within the LTRS the activity of traders that engage in a significant amount of trading during a trading session, but do not hold positions overnight.
In addition, eventually all of the reporting under the LTRS will be required to be done electronically. Although position reporting under the LTRS is currently required in machine- readable form, the initial identification of large traders, which requires a large trader to provide certain identifying information about itself and its trading, is a paper-based system. The CFTC currently requires FCMs to identify large traders by filing CFTC Form 102, which may then trigger a request by the CFTC to the large trader itself to file CFTC Form 40. Traders also will be required to review this information on at least an annual basis, another new requirement. The OCR rules will now require FCMs to identify and report large traders based upon positions using Form 102A for futures and options on futures (an updated version of current Form 102) and Form 102S for swaps, and a new Form 102B for volume threshold accounts. These reports may trigger the CFTC, in its discretion, to issue special calls to traders to file a Form 40 (futures and options on futures), Form 40S (swaps), or new Form 71 for volume threshold accounts. The new compliance date for the revised Form 40, Form 40S and Form 71 to be filed electronically is November 17, 2016.
To the extent that BAM were required to file a CFTC Form 40, Form 40S or Form 71, BAM must, in compliance with CFTC Regulation 18.05, also maintain books and records showing all details concerning the reportable position or volume of trading, as well as positions and transactions in the cash commodity or swap, its products and byproducts, and all commercial activities that it hedges in the futures, option or swap market. BAM must, upon request, furnish to the CFTC any pertinent information concerning such positions, volume of trading or related transactions or activities.
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The futures exchanges and swap execution facilities also maintain large trader reporting systems that generally parallel that of the CFTC.
Legal Entity Identifiers (LEIs)
Pursuant to CFTC Regulation 45.6, each counterparty to any swap subject to the jurisdiction of the CFTC must be identified in all recordkeeping and all swap data reporting by a single LEI.
On July 23, 2012, the CFTC issued an order announcing that the Depository Trust & Clearing Corporation & SWIFT (DTCC-SWIFT) would be responsible for providing LEIs for a limited term of two years. During this interim two-year period, the LEIs were known as CFTC Interim Compliant Identifiers (CICIs) until the industry transitions to a global LEI system. LEIs were assigned and stored through DTCC-SWIFTs portal, which was accessible through the following link: https://www.ciciutility.org. The LEI provided by DTCC-SWIFT will be used in all recordkeeping and swap data reporting. The CFTC issued an Amended and Restated Order on July 22, 2014, extending the designation of the utility operated by DTCC-SWIFT as the provider of LEIs and clarifying that CICIs issued by DTCC-SWIFT will now be known as LEIs, but they will not need to be reissued. The DTCC-SWIFT utility which had initially been referred to, on the utilitys website and in educational and other materials, as the CICI utility is now known to the public as the Global Markets Entity Identifier (GMEI) utility. The utility may be accessed at https://www.gmeiutility.org. If a client does not have an LEI, BAM personnel will offer to assist the client in obtaining one.
Policy
The Firms policy is to comply with all regulatory requirements regarding CFTC registration and NFA Membership and to maintain all filings on a current and accurate basis.
Responsibility
The CCO will review the information in the Annual Questionnaire and the Annual Compliance Self-Examination Questionnaire for accuracy and completeness.
Procedure
The Compliance Calendar is used to track all regulatory filing deadlines. A log of all filings made is maintained by the CCO and documentation supporting all regulatory filings is retained. The CCO will review the Annual Questionnaire periodically to ensure it is maintained on a current and accurate basis and that it properly reflects and is consistent with the Firms business, disciplinary matters and other required disclosures.
The Annual Compliance Self-Examination Questionnaire is a comprehensive test of the compliance and operational policies and procedures to determine if they are being followed correctly and consistently adhered to. Testing will be performed throughout the year in accordance with the Compliance Calendar. The Firm maintains comprehensive documentation of all testing performed.
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The review is done to confirm and identify areas of:
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Operational and compliance risks or weaknesses; and |
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Necessary changes or updates. |
The results of the Self-Examination Questionnaire will be summarized in writing by the CCO and the branch office managers. Recommendations and actions to be taken as a result of the review will be noted as well as the actions actually taken. Updates to the Policies and Procedures Manual and appropriate training of Associated Persons will occur if needed based upon the outcome of the Self-Examination. Follow-up on the recommendations and required changes will be conducted on a timely basis and will be monitored by the CCO. The Self- Examination should be conducted and documented in a fashion that readily answers all of the relevant questions provided in the NFAs Self-Examination Questionnaire.
Books and Records
Policy
In order to comply with CFTC Rule 1.31 BAM must make and keep the following books and records in an accurate, current and orderly manner.
Background
In order to comply with CFTC Rule 1.31 all books and records required to be kept by the CEA must be kept for a period of five years from the date thereof and shall be readily accessible during the first 2 years of the 5-year period.
Electronic records must be maintained in the following manner:
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Preserved in an easy-to-read format |
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Store a duplicate of the original records, in an acceptable medium (such as WORM), in a separate location from the original record |
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Maintain records with an accurate index of information |
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Provide CFTC the index of records and records upon request |
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The original record is serialized, duplicated across storage media as an added layer of security, and date-time stamped |
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The records management system must automatically verify the accuracy and quality of the storage media recording process to ensure records are not corrupted |
Responsibility
The Compliance designee and Office Manager have the overall responsibility for monitoring books and records policy, practices, disclosures and recordkeeping for the Firm.
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Procedures
BAM must keep the following records at its main business office with respect to each client account for which it provides commodity interest trading advice pursuant to Regulation 4.7(c):
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All books and records prepared in connection with its activities as the CTA to QEPs, including, without limitation, records relating to the qualification of such QEPs and substantiating any performance representations. |
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A copy of the investment management agreement with the client. |
For accounts where BAM is providing advice pursuant to CFTC Regulation 4.14(a)(8), BAM must keep all books and records prepared in connection with its activities as the CTA, including information relating to the basis as to why the CTA exemption in CFTC Regulation 4.14(a)(8) is available with respect to such client. In addition, BAM should keep a copy of the investment management agreement with the client.
Review
As part of the Annual Review, the CCO will randomly sample several records to determine whether the Firms retention, recordkeeping systems and controls are functioning properly. Evidence of the review will be documented.
Complaints
See the relevant section of the currently effective BAM Compliance Manual.
E-Mail and Other Electronic Communications
Policy
BAM policy provides that e-mail, instant messaging, and other electronic communications are treated as written communications and that such communications must always be of a professional nature. The Firms policy covers electronic communications for the Firm, to or from clients, and includes any personal e-mail communications within the Firm. Personal use of the Firms e-mail and any other electronic systems is strongly discouraged. Also, all Firm and client related electronic communications must be on the Firms systems and use of personal e- mail addresses or other personal electronic communications for Firm or client communications is prohibited.
In addition, the Firm sends certain client reports and other information to clients electronically. The investment management agreements with clients contain consent to the electronic delivery of such information.
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Background
In some instances, outgoing electronic communications are promotional material. Electronic communications directed to the public to solicit business constitutes advertising and are subject to the same rules as any other form of promotional material. For example, an e-mail message sent to targeted individuals or groups is considered promotional material if the ultimate purpose is to solicit the opening of a managed account. Therefore, a Members electronic communications procedures must be designed to ensure that this type of e-mail complies with NFAs promotional material content and review requirements. This requires, among other things, the prior review and approval of the material by the appropriate supervisory personnel.
All electronic communications are viewed as written communications and must be retained for the required record retention periods. If a method of communication lacks a retention method, then it must be prohibited from use by the Firm. Further, regulators also will request and expect all electronic communications of associated persons to be monitored and maintained for the same required periods.
Responsibility
Each employee has a responsibility to be familiar with and follow the Firms e-mail policy with respect to their individual e-mail communications. The CCO has the overall responsibility for making sure all employees are familiar with the Firms e-mail policy, and for implementing and monitoring the e-mail policy, practices and recordkeeping. The Compliance designee is responsible for reviewing emails for compliance with the Firms policy.
Procedure
BAM has adopted the following procedures to implement the Firms policy:
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The Firms e-mail policy has been communicated to all persons within the Firm and any changes in the policy will be promptly communicated. |
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E-mails and any other electronic communications relating to the Firms advisory services and client relationships are monitored on an on-going basis through appropriate sampling of e-mail. |
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BAM electronic communications are archived to achieve easy access and retrieval, and true and complete copies with appropriate backup and separate storage for the required periods. |
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Corporate e-mails are archived with Global Relay |
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A log of the internal reviews is maintained electronically in the Firms system |
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BAM does not supervise employee use of private phones, and employees may not use their private phones for business purposes (other than phone calls). |
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BAM does not monitor employee use of social media or private email on personal equipment and does not permit employees to use social media or private email for business purposes. |
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Employees must use their personal email address in their profile and may not link their business email address to the site or profile. Information about the Firm that is posted in a public forum might be construed by SEC examiners as an advertisement that is subject to strict regulations. Consequently, employees are prohibited from posting information about the Firm (other than the name of the Firm and their title at the Firm) in any public forum without the CCOs (or his or her designees) explicit pre-approval. |
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Employees may not indicate that they work for the Firm in a public forum if other information posted on that site could cause harm to the Firms reputation. For example, an employees affiliation with the Firm should not be posted on the same site that contains sexually explicit content or an affiliation with an intolerant or highly controversial organization. |
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The Firm holds information about clients in strict confidence. Employees must never identify an individual or entity as being a client or post any non-public information about a client or entity in a public forum. |
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The Firm prohibits employees from sharing proprietary information about operations or investment decisions in any public forum. |
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Employees may not provide through a social network a referral, reference or endorsement of any current or former employee of the Firm or any third-party service provider to the Firm (including using the like or similar feature on a site). Requests for referrals should be directed to Compliance. Employees may provide recommendations for individuals with whom they worked at another place of business so long as they make no reference to the Firm. |
Privacy
See the relevant section of the currently effective BAMs Compliance Manual.
Anti-Money Laundering
See the relevant section of the currently effective BAMs Compliance Manual.
Trading
Policy
As a fiduciary to its clients (including the funds the Firm advises), the Firm must always put the best interests of all clients first. The Firms trading practices and procedures prohibit it from employing unfair trading practices and require disclosure of all conflicts of interest to its clients. The firms policies are:
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designed to meet the overriding regulatory objective that allocations are non-preferential and are fair and equitable over time, such that no account or group of accounts receive consistently favorable or unfavorable treatment; |
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sufficiently objective and specific to permit independent verification of the fairness of the allocations over time and that the allocation methodology was followed for any particular bunched order; and |
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timely, in that BAM must provide the allocation information to FCMs that execute or clear the trade as soon as practicable after the order is filled and, in any event, sufficiently before the end of the trading day to ensure that clearing records identify the ultimate customer for each trade. |
BAM has dual- hatted employees (Liquidities Team) also provide services to other Berenberg affiliates and their clients including SLIIUS, which engages in derivatives related front office activities for its
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Liquidities Team
In order to manage potential conflicts from side-by-side management, each of BAM and its affiliates has adopted policies and procedures and their associated controls. The policy described in this section applies derivatives trading. Furthermore, a governance structure has been developed to oversee the process and to ensure that its accounts are treated in a fair and equitable manner over time.
Bunched Orders
The bunching of client transactions in derivatives allows an adviser to execute transactions in a more timely, equitable, and efficient manner and seeks to reduce overall commission charges to clients. The Firms policy is to aggregate client transactions wherever possible and when advantageous to clients.
BAM authorizes its portfolio managers to place, for each client account that he or she manages an order for a derivative that he or she believes is appropriate for that client account.
Orders are made through the portfolio managers determination based on, but not limited to: client instructions and interpretation or guidance received from the client from time to time for separately managed accounts; limitations imposed by statements of investment policy, offering memorandum and/or other guidelines; and analytics developed to identify client need and/or priority.
In the normal course, each order for a derivative will be on behalf of one client account and the execution of that order will be for that client account. Investment typically involves the pursuit of duration or other portfolio characteristics, including seeking specific contracts, and to be governed by asset liability or cash flow matching.
However, in managing discretionary accounts for different clients, there may also be circumstances in which the aggregation or bunching of client orders may result in more favorable terms.
When a derivatives trade is to be placed for more than one client account, the Liquidities Team may, but need not, aggregate trades. BAM will not aggregate trades unless it believes that aggregation is consistent with:
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The duty to seek best execution (which includes the duty to seek best price) on behalf of its clients; |
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The terms of the clients investment management agreements for which trades are being aggregated; and |
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Regulatory eligibility restrictions applicable to the client account and/or type of derivative/transaction. |
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The identification of client accounts that are to participate in a transaction may vary based on a variety of factors as follows (inter alia):
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Limitations or restrictions as communicated in an investment management agreement, offering memorandums, governing documents, guidelines and statements of investment policy (collectively, the Governing Documents) including: |
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Risk-return parameters |
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Income requirements |
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Concentration or exposure limits |
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Liquidity |
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Diversification |
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Target position sizes |
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Derivative type |
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Prohibited transactions or other restriction |
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Cash availability or market liquidity; |
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The size of the position relative to account assets; |
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Duplication of positions, and comparative risk or other positions held; and |
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Trading discretion and price targets (e.g. free-to-trade market orders will be filled before directed or non-discretionary brokerage orders). |
It is important to note that not all accounts are managed according to the same strategy and not all client accounts may participate in all investment opportunities under all circumstances.
However, for those for client accounts managed to the same derivatives model strategy, orders will be typically aggregated wherever possible.
Allocation
When effecting transactions, the Liquidities Team will specify a pre-determined number of derivatives contracts for each relevant client account, or group of client accounts, at the time the trade placed. Certain account groups may be eligible for post-execution allocation, and the Liquidities Team needs to maintain records to ensure appropriate treatment of these accounts.
All transactions will endeavor to be allocated on trade date prior to execution. If for any reason Liquidities Team determines allocation after the trade has been completed, the reasons will be documented in writing. For example, the liquidity position of an account and other circumstances affecting the allocation decision could change because of unexpected cash flows, fails to deliver, accounting errors or oversights as to the applicability of portfolio guidelines or restrictions.
The responsibility for allocating contracts executed through a bunched order rests solely with the Liquidities Team.
The Liquidities Team must confirm, on a daily basis, that all its accounts have the correct allocation of contracts.
Although the Liquidities Team is responsible for the allocation of each bunched order, the FCM that executes or clears the trade has certain obligations as well. In particular, each FCM that executes or clears the trade must receive from the Liquidities Team sufficient information to allow the FCM to perform its functions. For executing FCMs in a give-up arrangement, this
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includes, at a minimum, information that identifies the asset manager at the time the order is placed and instructions, which the FCM may receive following execution of the order, for the contracts to be given up to each clearing FCM. Information concerning the number of contracts to be allocated to each account included in the bunched order along with instructions for the allocation of split and partial fills among accounts must be provided to the clearing FCM.
CFTC Regulation 1.35(b)(5)(iv)(A) requires account managers to provide FCMs with allocation information no later than a time sufficiently before the end of the day the order is executed to ensure that clearing records identify the ultimate customer for each trade.
No re-allocations prior to settlement are permitted from one account to another except where the original order or allocations were in error.
Where there is competing demand for the same contract with limited availability, the portfolio manager will ensure that derivatives are allocated in a manner that does not favor one client account over another.
With regard to split fills, the average price will be calculated for each bunched order and assigned to each allocated contract.
Client Reporting and Recordkeeping
BAM is required to make the following information available to customers upon request:
(1) the general nature of BAM allocation methodology; (2) whether accounts in which BAM may have an interest (including that of BEGO) may be included with customer accounts in bunched orders; and (3) summary or composite data sufficient for that customer to compare its allocation results with the allocation results of other comparable customers and, if applicable, any account in which BAM or its affiliates has an interest. Irrespective of any customer request, BAM is required to keep and must make available upon request of any representative of the CFTC, the United States Department of Justice, or other appropriate regulatory agency, the information specified in this paragraph.
Trade Errors
As a fiduciary, BAM has the responsibility to effect orders correctly, promptly and in the best interests of its clients. In the event any error occurs in the handling of any client transactions due to BAM negligence or wilful misconduct, BAM policy is to seek to identify and correct any errors as promptly as possible without disadvantaging the client or benefiting BAM in any way.
BAM policy and practice is to monitor and reconcile all trading activity, identify and resolve any trade errors promptly, document each trade error with appropriate supervisory approval and maintain a trade error file. If a trade error is the responsibility of BAM (due to its negligence or wilful misconduct), any client transaction will be corrected and BAM will be responsible for any client loss resulting from the trade error.
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Responsibility
The CEO is responsible for implementing and monitoring the Firms trading policies and practices, disclosures and recordkeeping for the Firm.
Customer Information
Policy
As a fiduciary to clients, BAM is required to obtain background information as to certain clients financial circumstances, investment objectives, investment restrictions and risk tolerance. The Firm is required to provide services consistent with a clients objectives based on the information obtained from each client. BAM provides advisory services to institutional clients only.
Code of Ethics and Personal Trading
See the relevant section of the currently effective in the BAM Compliance Manual.
Business Continuity and Disaster Recovery Planning
See the relevant section of the currently effective in the BAM Compliance Manual.
Cybersecurity
Policy
NFAs Cybersecurity Interpretive Notice requires each NFA Member to adopt an information systems security program (Program) to cover several key areas, similar to those addressed in guidance issued by other regulators. The BAM Program must contain:
(1) |
A security and risk analysis; |
(2) |
A description of the safeguards against identified system threats and vulnerabilities; |
(3) |
The process used to evaluate the nature of a detected security event, understand its potential impact, and take appropriate measures to contain and mitigate the breach; and |
(4) |
A description of the Members ongoing education and training related to information systems security for all appropriate personnel. |
The Program must be approved by the CCO and must be monitored and regularly reviewed (i.e., at least every 12 months) to determine the effectiveness of the Program. Additionally, BAM must provide employees upon hiring, and periodically during their employment, with cybersecurity training that is appropriate to the security risks BAM faces as well as the composition of its workforce. Finally, the Program must address risks posed by critical third- party service providers.
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Background
The CFTC recently approved the NFAs Interpretive Notice to NFA Compliance Rules 2-9, 2-36 and 2-49 entitled Information Systems Security Programs, which requires Member firms to adopt and enforce written policies and procedures to secure customer data and access to their electronic systems (Cybersecurity Interpretive Notice). The Cybersecurity Interpretive Notice became effective on March 1, 2016 and applies to CPOs and CTAs.
The Cybersecurity Interpretive Notice adopts a principles-based risk approach to allow Member firms some degree of flexibility in determining what constitutes diligent supervision, given the differences in Members size and complexity of operations, the make-up of customers and counterparties serviced by Members, and the extent of Members interconnectedness. NFA recognizes that a one-size-fits-all approach will not work for the application of these requirements. However, the Cybersecurity Interpretive Notice does require each Member to adopt and enforce a Program appropriate to its circumstances.
Responsibility
Cyber Security is the responsibility of all employees of the Firm. The overall integrity and adequacy of the Firms procedures, applications, investments and systems that support cybersecurity are the joint responsibility of the CEO and COO.
Procedures
The following are designed to prevent cyber-security breaches of the BAM records and systems.
|
BAM actively maintain firewalls to prevent any unauthorized access to the Firms network. Firewall firmware are kept up to date with latest releases from the vendor to ensure maximum functionality |
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All user endpoints are protected with centrally administered Anti-Virus, Anti- malware software which has an auto-protect (i.e. active monitoring) feature, and which updates all threat signatures automatically |
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All remote access to the systems by end users are through encrypted communications and end user authentication |
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All database systems require end user authentication, both at the operating system and the application level |
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All file systems implement ACL based on least privileged access. |
Training
BAM conducts annual training for cyber security awareness and maintaining client information confidentiality.
The certificate that follows immediately hereafter addresses the Form ADV and Form 8-R bad actor questions in one document. It also covers gifts and entertainment.
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Berenberg Asset Management Inc. Compliance Certificate
Item 11 of Part 1A of Form ADV, Item 9 of Part 2A of Form ADV, Item 3 of Part 2B of Form ADV and Form 8-R require Berenberg Asset Management Inc. (BAM) to make certain representations about employees disciplinary histories at time of hire and annually. Associated persons of an investment adviser that is a commodity trading advisor (CTA) also must disclose their disciplinary histories at the time of the investment advisers registration as a CTA with the Commodity Futures Trading Commission (CFTC) and the National Futures Association (NFA). The following questions will help BAM establish a reasonable basis for making those representations and provide other important information.
Please answer the following questions accurately. If you mark any shaded boxes, explain your response in the space following the table.
Question |
Yes |
No |
||
1. Are you or any members of your immediate family employed by a financial services company or a company that provides products or services to BAM? |
||||
2. Do you or any member of your immediate family serve as a general partner or managing member for an investment-related pooled investment vehicle? |
||||
3. Do you or any members of your immediate family have some other business or personal relationship with, or substantive investment in, a financial services company or a company that provides products or services to BAM? |
||||
4. Do you or any members of your immediate family have any business or personal relationship with any BAM client? |
||||
5. Are you or any members of your immediate family employed by any government? |
||||
6. Do you or any members of your immediate family serve as officers or directors of any organizations (including private companies, public companies, and not-for-profit organizations)? |
||||
7. Are you aware of any conflicts of interest between BAM, you or your immediate family members and any client? |
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8. Have you or has any entity1 of which you were a principal2 (based on activities that occurred while you were a principal) ever been convicted of, found guilty, plead guilty or no contest in a domestic, foreign, or military court to any: |
||||
Felony |
||||
Misdemeanor involving |
||||
Investments or an investment-related business, or any embezzlement, theft, fraud, fraudulent conversion, false statements or pretenses, or omissions, wrongful taking of property, bribery, perjury, forgery, gambling, racketeering, counterfeiting, extortion, misappropriation of funds, securities or property or a conspiracy to commit any of these offenses? |
||||
A violation of Sections 7203, 7204, 7205 or 7207 of the Internal Revenue Code of 1986 (Code),3 Sections 152, 1341, 1342, or 1343 or Chapters 25, 47, 95 or 96 of the United States Criminal Code (USCC)?4 |
||||
Any transaction in or advice concerning futures, options, leverage transactions or securities? |
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9. Are you, or is any entity of which you were a principal (based on activities that occurred while you were a principal) a party to any felony or misdemeanor (as described above) action, or are such charges currently pending, the resolution of which could result in a Yes answer to any part of Question 8 above? |
||||
10. Has the Securities and Exchange Commission (SEC), the CFTC, a court or other regulatory agency ever found you: |
||||
To have made a false statement or omission? |
||||
To be involved in a violation of an investment-related statute or regulation? |
||||
To have been involved in a violation of SEC or CFTC regulations or statutes? |
||||
To have been a cause of an investment related business having its authorization to do business denied, suspended, revoked, or restricted? |
||||
11. In any case brought by the SEC, the CFTC or any other domestic or foreign governmental body, have you, or has any entity of which you were a principal (based on activities that occurred while you were a principal), ever: |
||||
Had an order entered against you in connection with investment- related activity? |
||||
Had a civil money penalty imposed on you, or been ordered you to cease and desist from any activity? |
||||
Been permanently or temporarily enjoined (after a hearing or default or as the result of a settlement, consent decree or other agreement) from engaging in or continuing any activity involving: (i) any transaction in or advice concerning futures, options, leverage transactions or securities; or (ii) embezzlement, theft, extortion, fraud, fraudulent conversion, forgery, counterfeiting, false pretenses, bribery, gambling, racketeering or misappropriation of funds, securities or property? |
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12. Has any federal regulatory agency, any state regulatory agency, or any foreign or domestic regulatory authority or governmental body ever found (after a hearing or default or as the result of a settlement, consent decree or other agreement) you or an entity of which you were a principal (based on activities that occurred while you were a principal) to have: |
||||
Made a false statement or omission, or been dishonest, unfair, or unethical? |
||||
Violated or been involved in a violation of investment-related regulations or statutes?5 |
||||
Violated any statute, rule, regulation, or order which involves embezzlement, theft, extortion, fraud, fraudulent conversion, forgery, counterfeiting, false pretenses, bribery, gambling, racketeering or misappropriation of funds, securities or property? |
||||
Been a cause of an investment related business having its authorization to do business denied, suspended, revoked, or restricted? |
||||
Willfully aided, abetted, counseled, commanded, induced or procured any of the violations in this Question 12 by any other person? |
||||
13. Have you, or has any entity of which you were a principal (based on activities that occurred while you were a principal) ever been the subject of any order issued by or a party to an agreement with any domestic or foreign regulatory authority, including, but not limited to a licensing authority, or self-regulatory organization that: |
||||
Was in connection with an investment-related activity? |
||||
Denied, suspended, or revoked your registration or license, or otherwise prevented you, by order, from associating with an investment-related business or prevented or restricted your ability to engage in any business or activity in the financial services industry? |
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14. Are any orders or agreements described in Question 13 above currently in effect against you or are you a party to any action, or is there a charge pending, the resolution to which could result in a yes answer to Question 13? |
|
|||
15. Has any self-regulatory organization or commodities exchange ever found you to have: |
||||
Made a false statement or omission? |
||||
Been involved in a violation of its rules (other than a violation designated as a minor rule violation under a plan approved by the SEC)? |
||||
Been the cause of an investment related business having its authorization to do business denied, suspended, revoked, or restricted? |
||||
16. Has any self-regulatory organization or commodities exchange (SRO) ever: |
||||
Disciplined you by expelling or suspending you from membership, barring or suspending you or the advisor affiliate from association with other members, or otherwise restricting your activities? |
||||
Found you to have caused an investment-related business to lose its authorization to do business? |
||||
Found you to have been involved in a violation of the SROs rules? |
||||
17. Has an authorization for you, or any entity of which you were a principal (based on activities that occurred while you were a principal), to act as an attorney, accountant, or federal contractor (with the United States) granted to you (or other professional designation, attainment or license) ever been revoked or suspended or have you or any such entity been debarred by any agency of the United States from contracting with the United States? |
||||
18. Has any domestic or foreign court ever: |
||||
Found that you were involved in a violation of investment-related statutes or regulations? |
||||
Dismissed, pursuant to a settlement agreement, an investment related civil action brought against you by a state or foreign financial regulatory authority? |
||||
19. Have you currently failed to comply with any order to pay any futures- related civil monetary penalties, restitution amounts, disgorgement amounts, reparation amounts or arbitration awards? |
||||
20. Have you, or any entity of which you were a principal (based on activities that occurred while you were a principal) ever been the subject of an adversary action brought by, or on behalf of, a bankruptcy trustee? |
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21. Are you, or has any entity of which you were a principal (based on activities that occurred while you were a principal), the subject of any action or proceeding, a party to any action or proceeding or is there a charge pending the resolution of which could result in a Yes answer to any part of questions 8-20 above? |
||||
22. Have you ever been convicted, within the last ten years of any felony or misdemeanor?
In connection with the purchase or sale of any security;
Involving the making of any false filing with the SEC; or
Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? |
||||
23. Are you subject to any order, judgment or decree of any court of competent jurisdiction, entered within the previous five years, that restrains or enjoins such person from engaging or continuing to engage in any conduct or practice:
In connection with the purchase or sale of any security;
Involving the making of any false filing with the SEC; or
Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? |
||||
24. Are you subject to a final order of a state securities commission (or an agency or officer of a state performing like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the U.S. Commodity Futures Trading Commission; or the National Credit Union Administration that:
Bars the person from:
Association with an entity regulated by such commission, authority, agency, or officer;
Engaging in the business of securities, insurance or banking; or
Engaging in savings association or credit union activities; or
Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct entered within the last ten years? |
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25. Are you subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the 1934 Act or section 203(e) or (f) of the Advisers Act that:
Suspends or revokes such persons registration as a broker, dealer, municipal securities dealer or investment adviser;
Places limitations on the activities, functions or operations of such person; or
Bars such person from being associated with any entity or from participating in the offering of any penny stock? |
||||
26. Are you subject to any order of the SEC entered within the last five years that orders the person to cease and desist from committing or causing a violation or future violation of:
Any scienter-based anti-fraud provision of the federal securities laws, including without limitation section 17(a)(1) of the Securities Act, section 10(b) of the 1934 Act and 17 CFR 240.10b-5, section 15(c)(1) of the 1934 Act and section 206(1) of the Advisers Act, or any other rule or regulation thereunder; or
Section 5 of the Securities Act? |
||||
27. Are you suspended or expelled from membership in, or suspended or barred from association with a member of, a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade? |
||||
28. Have you filed (as a registrant or issuer), or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within the last five years, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued? |
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29. Are you subject to a United States Postal Service false representation order entered within the last five years, or is subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations? |
||||
30. In the past two years, have you made any contributions to a government official (including political or campaign contributions to any foreign, state or municipal candidate, political party, or political action committee) or political candidate?
Have you received approval for all political contributions as required of the Code of Ethics? |
||||
31. Have you reported all personal securities transactions, holdings, and accounts in accordance with BAM reporting policies? |
||||
32. Have you authorized BAM to receive account information on all brokerage accounts in which you have a direct or beneficial interest? |
||||
33. During the reporting period, did you open any account that permits transactions in Reportable Securities (as defined in the Code of Ethics)? |
||||
34. During the reporting period, have you reported gifts and entertainment in accordance with BAM reporting policies? |
||||
35. During the reporting period, have you traded on or improperly transmitted any material non-public information? |
||||
36. During the reporting period, have you become aware of any violation of BAM Code of Ethics that you did not disclose to the Chief Compliance Officer? |
||||
37. To the best of your knowledge, during the reporting period, have BAM and its employees (including yourself) complied with BAM written policies and procedures contained in the Compliance Manual? |
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Code of Ethics and Compliance Manual
1 |
An entity includes a general partner of a registrant, a direct owner of 10% or more of any class of a registrants securities or someone who has contributed 10% or more of a registrants capital (other than subordinated debt of certain unaffiliated banks or state-chartered insurance companies). |
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A principal is an individual who is: (i) a sole proprietor of a sole proprietorship; (ii) a general partner of a partnership; (iii) a director, president, chief executive officer, chief operating officer or chief financial officer of a corporation, limited liability company or limited partnership; (iv) a chief compliance officer; (v) in charge of a business unit, division or function of a corporation, limited liability company or partnership if the unit, division or function is subject to regulation by the CFTC; or (vi) an individual who directly or indirectly, through agreement, holding companies, nominees, trusts or otherwise (a) is the owner of 10% or more of the outstanding shares of any class of a the stock of an entity registered with the CFTC (registrant); (b) is entitled to vote 10% or more of any class of a registrants voting securities; (c) has the power to sell or direct the sale of 10% or more of any class of a registrants voting securities; (d) has contributed 10% or more of a registrants capital; (e) is entitled to receive 10% or more of a registrants net profits; or (f) has the power to exercise a controlling influence over a registrants activities that are subject to regulation by the CFTC. |
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Code Sections 7203, 7204, 7205 and 7207 address the willful failure to file return, supply information or pay tax, fraudulent statement or failure to make a statement, fraudulent withholding exemption certificate or failure to supply information and fraudulent returns, statements or other documents, respectively. |
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USCC Sections 152, 1341, 1342, or 1343 and Chapters 25, 47, 95 or 96 address concealment of assets, making false claims or bribery in connection with a bankruptcy, mail fraud, counterfeiting and forgery, fraud or false statements in a matter within the jurisdiction of a United States department or agency and racketeering and racketeering influence. |
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Investment-related statutes include: (i) the Commodity Exchange Act, (ii) the Securities Act of 1933, as amended (Securities Act), (iii) the Securities Exchange Act of 1934 (1934 Act), (iv) the Public Utility Holding Company Act of 1935, (v) the Trust Indenture Act of 1939, (vi) the Investment Advisers Act of 1940 (Advisers Act), (vii) the Investment Company Act of 1940, (viii) the Securities Investors Protection Act of 1970, (ix) the Foreign Corrupt Practices Act of 1977, (x) Chapter 96 of Title 18 of the United States Code and (xi) any similar statute of a state or foreign jurisdiction. |
Please use the space below to explain any marks in shaded boxes. For each explanation, indicate the relevant question number. Use additional pages as necessary.
Name: | Signature: | Date: |
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Officers and Employees Personal Trading Policy
Article 1 Objective
The Officers and Employees Personal Trading Policy (the Policy) is intended to supplement the stipulations in the Nikko Asset Management Group Personal Trading Policy (the Global Policy) by stipulating matters applicable to personal trading by officers and employees of Nikko Asset Management Co., Ltd. (Nikko AM) based on laws, regulations, rules and customary practice in Japan.
Article 2 Departments of Information Access Persons
Departments of Information Access Persons that are stipulated in Article 4, Paragraph 1 (1) of the Global Policy are as specified in Appendix 1.
Article 3 Scope
Transactions stipulated in the Local Policies for personal trading of Nikko AM Group Companies (the Local Policies) that are stipulated in Article 6 (4) of the Global Policy are as below.
(1) Transactions in stock mini investment plans
Article 4 Prohibited Transactions
Trading in Covered Securities on the Restricted List managed by the compliance department of any Nikko AM Group Company that is stipulated in Article 8, Paragraph 1(3) of the Global Policy refers to Covered Securities contained in the Compliance Stock List managed by the Business & Regulatory Compliance Department.
2. Transactions stipulated in the Local Policies for personal trading of Nikko AM Group Companies that are stipulated in Article 8, Paragraph 1 (4) of the Global Policy refers to trading on margin (including margin trading and forex trading).
Article 5 Covered Securities
Investment funds stipulated in the Local Policies of Nikko AM Group Companies that are stipulated in Article 11, Paragraph 1 (5) (d) and Article 11, Paragraph 2 (2) (d) of the Global Policy are as below.
(1) |
Beneficiary certificates of investment funds whose trust deeds stipulate that the fund only invests in trust assets that are specified securities of specified listed companies, etc. (for example, Nikko AMs Japan Post Stock/Japan Post Group Stocks Fund). |
Article 6 Screening
Items stipulated in the Local Policies for personal trading of Nikko AM Group Companies that are stipulated in Article 12, Paragraph 1 (6) of the Global Policy are as below.
(1) |
Whether the content of the application has been approved by the head of the applicants department |
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Article 7 Holding Period Restrictions
At Nikko AM, holding period restrictions as stipulated in Article 14 of the Global Policy are as below.
(1) |
In case of selling: Six months starting on execution date of final purchase |
(2) |
In case of purchasing: 60 days starting on execution date of final sale |
Article 8 Reporting Requirement upon Transaction Completion
In addition to the quarterly reporting requirement stipulated in Article 16 of the Global Policy, Covered Persons must promptly report the results of any personal trading engaged in by them or their Related Persons once the trading has been completed to the person in charge of personal trading at the Business & Regulatory Compliance Department. The result must be reported even if the trade was not actually entered into or if an order was placed but couldnt be executed.
Trading results include the following items.
(1) |
Order date |
(2) |
Execution date |
(3) |
Stock name |
(4) |
Stock number/volume |
(5) |
Amount |
Article 9 Application/reporting Form
When NAM officers and employees make application requests or reports in accordance with the Global Policy, the formats stipulated in the Policy as Appendix shall be used.
Article 10 Establishment, Amendment and Abolishment
Establishment, amendment or abolishment of the Policy is decided on by the Compliance Oversight Committee (GEC Committee).
2. Notwithstanding the provision in the previous paragraph, amendment and abolishment of the appendices and minor amendments to wording and changes to department or position names due to organizational changes are decided on by the Head of the Business & Regulatory Compliance Department.
Article 11 Administration
The Business & Regulatory Compliance Department is responsible for the Policy.
(Established)
July 26, 2018 (Enforced: January 1, 2019)
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Appendix 1
Departments of Information Access Persons
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Investment Fund Management (Equity Fund Management, Alternative Investment Fund Management, Fixed Income Fund Management, Passive Fund Management, Sub-Advised Fund Management, Trading, Portfolio Control, Investment Support & Planning, CIO Office) |
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Investment Compliance Department |
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Business Regulatory Compliance Department |
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Technology Solutions Department |
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Appendix 2
Personal Trading Pre-clearance Request Form
Through this Personal Trading Pre-clearance Request Form I request approval to transact in the security listed below (this Security). By submitting this, I understand that I am representing that, to the best of my knowledge and belief, the proposed transaction complies with the letter and spirit of the Nikko Asset Management Group Personal Trading Policy (the Global Policy) and the Officers and Employees Personal Trading Policy (the Policy).
Employee Name:
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Staff ID:
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a
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Department Name:
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Date of Request:
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Employee Signature:
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Please describe the intended transaction by filling in the blanks below:
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Please confirm the items below by checking the appropriate box. These confirmations are necessary to evaluate whether the transaction complies with the Policy.
Items |
Relevant Policy Section |
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I do not have insider information about this Security. |
Global Policy, |
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Art.7 Para 1 (1) | ||||
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The intended transaction is not Trading using ones work position or trading based on material information obtained in the course of ones work. | Global Policy Art.7 Para 1 (2) | ||
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The intended transaction is not Trading solely intended to secure speculative returns, such as frequent day trading | Global Policy Art.7 Para 1 (3) | ||
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The intended transaction is not Trading that prioritizes the interests of clients or trading that causes conflicts of interests with clients | Global Policy Art.7 Para 1 (4) | ||
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The intended transaction is not a short sale, derivative transactions or covered warrants put option? | Global Policy Art.8 (1) | ||
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The intended transaction is not Investing in or through investment clubs or similar groups, or participating in the same | Global Policy Art.8 (2) | ||
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The intended transaction is not Trading on margin (including margin trading and forex trading) | Policy Art.4 Para 2 | ||
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Within the following period I have not engaged in an opposite direction transaction in this Security for which you request pre-clearance. (1) In case of selling: Six months starting on execution date of final purchase (2) In case of purchasing: 60 days starting on execution date of final sale |
Policy Art.7 | ||
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The trading account has been reported upon start of employment or upon account opening | Global Policy Art,17, Art,18 |
Confirmation and question for Information Access Person
Yes | No | Question | ||
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Are you an Information Access Person? | ||
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Are you a Fund Manager? | ||
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☐ |
Are you a Research Analyst? (including where a Fund Manager holds the position of Research Analyst concurrently) |
If you answered yes to any of the questions in the box immediately above, you must complete the applicable confirmations below. If you concurrently hold two or more positions above, or if you are a supervisor or are responsible for overseeing a department/division that the Investment Professionals are assigned to and you answered yes to the appropriate questions, then you will need to answer all the applicable confirmations below. (If you answered no to all of the questions in the immediately above, then please do not answer any of the confirmations below as they do not apply to you.)
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For all Information Access Persons
Items | ||
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Regarding this Security, I do not have any advance investment information on assets regarding which the Nikko AM Group Company to which they belong has investment management authority. |
For Fund Managers:
Items | ||
☐ |
This Security has not been traded in a client account over which I have (or someone reporting to me has) any investment management responsibility within five business days of submission of this pre-clearance request? | |
☐ |
This Security will not be traded in a client account over which I have (or someone reporting to me has) any investment management responsibility trade during the period of validity of the pre-clearance approval or within the next five business days following the end of the period of validity of the pre-clearance approval? | |
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Regarding This Security, I have not (or someone reporting to me has not) made company visits, etc. (including attending meetings, telephone meetings and information gathering via email, etc.) during the month prior to and ending on the date of a personal trading application. |
For Analysts:
Items | ||
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This Security does not fall within my coverage area (or the coverage area of someone reporting to me) during the anticipated period of validity of the pre-clearance approval. | |
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This Security did not fall within your coverage area (or the coverage area of someone reporting to me) any time during the one month period prior to submission of the pre-clearance request. | |
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Regarding this Security, I have not (or someone reporting to me has not) made company visits, etc. (including attending meetings, telephone meetings and information gathering via email, etc.) during the month prior to and ending on the date of a personal trading application. |
Note: Please submit a separate Personal Trading Pre-clearance Form for each Covered Security in which you proposed to trade. The effective term of this trading approval is the end of following business day of approval only (in the market in which the security will be traded).
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Appendix 3
Receipt Acknowledgement and Compliance Certification
Employee Name:
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Staff ID:
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a
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Department Name:
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Submission Date:
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Employee Signature:
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By signing above, I acknowledge that:
(Please check each applicable box)
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I have received or been provided access to the Nikko Asset Management Group Personal Trading Policy (the Global Policy) and the Officers and Employees Personal Trading Policy (the Policy) in hard or electronic form and have read and understood it; |
☐ |
I am a new Covered Person submitting this as required by Article 17 of the Global Policy |
or |
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☐ |
I (i) have complied with the Global Policy and the Policy as applicable throughout the previous calendar year, if this is being submitted as an annual sign-off per Article 19 of the Global Policy or have advised the compliance departments of the relevant Nikko AM Group Company of any violations as required by Article 21 of the Global Policy. |
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Appendix 4
Covered Accounts Disclosure Form
I disclose below any Covered Accounts held by me or one of my Related Persons (i) as of 31st December of the previous year as an annual submission, or (ii) as of the date of my commencement of employment with a NAM Group company (or the day on which I am designated as a Covered Person) as a submission by a new Covered Person, as required by Article 17 or Article 19 of the Nikko Asset Management Group Personal Trading Policy (the Global Policy).
Employee Name: | Staff ID: | a | ||||
Department Name: | Submission Date: | |||||
Employee Signature: |
Check one of the boxes below:
☐ |
No Covered Accounts are held by me or my Related Persons. |
☐ |
I hereby disclose all the Covered Accounts held by me and/or my Related Persons. |
Name of Company at which Account Held | ||||||||
Name of Branch | ||||||||
Account Number | ||||||||
Name of Account Holder | ||||||||
Relationship with Notifying Person | ||||||||
Check one of the boxes below: | ||||||||
☐ No securities are held in this Account |
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☐ Statement describing all securities held in this Account* (including quantity) is attached. (Please attach a copy of the document from which the balance of holdings can be confirmed as issued by the financial institution.) |
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☐ All securities held in this Account* (including quantity) are as follows: (Please attach a copy of the document from which the balance of holdings can be confirmed as issued by the financial institution.) |
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Type of
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Security Name |
Ticker Symbol
or Security Code |
Quantity
(Indicate whether Shares, Units or, in the case of Fixed Income, Face Value) |
Market Value
(Total) |
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* |
Please describe all securities held in the Covered Account, including not only Covered Securities but also Exempt Securities such as investment trusts, MMF etc. |
(List of Covered Accounts, continued)
* |
Please describe all securities held in the Covered Account, including not only Covered Securities but also Exempt Securities such as investment trusts, MMF etc. |
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Appendix 5
Report of Opening or Closing of a Covered Account
I report the opening or closing of a Covered Account as required by Article 18 of the Nikko Asset Management Group Personal Trading Policy (the Global Policy).
Employee Name: | Staff ID: | a | ||||
Department Name: | Submission Date: | |||||
Employee Signature: |
Check one of the boxes below and then fill in the information in the appropriate chart:
☐ I am reporting the Opening of the Covered Account listed below.
Name of Company at which Account Held | ||
Name of Branch | ||
Account Number | ||
Name of Account Holder | ||
Relationship with Notifying Person | ||
Address of Account Holder | ||
Date Account Opened |
☐ I am reporting the Closing of the Covered Account listed below.
Name of Company at which Account Held | ||
Name of Branch | ||
Account Number | ||
Name of Account Holder | ||
Relationship with Notifying Person | ||
Address of Account Holder | ||
Date Account Closed |
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Appendix 6
Variance Request Form
I request approval for a variance to the Nikko Asset Management Group Personal Trading Policy (the Global Policy) in accordance with Article 22. In connection with the requested variance, I certify that it is sought in good faith and, if granted, will not be used to circumvent any of the principles, prohibitions or restrictions contained in the Global Policy and Officers and Employees Personal Trading Policy (the Policy).
Employee Name: | Staff ID: | a | ||||
Department Name: | Date of Request: | |||||
Employee Signature: |
Please explain the specific variance requested, providing all relevant background:
Please explain why the variance is necessary:
To be filled out by Compliance: |
☐ The Variance Requested Above is Rejected. |
☐ The Variance Requested Above is Approved. Please note that this approval applies to the specific instance described above and does not constitute a blanket approval for this type of situation or similar situations. |
Compliance comments, if any: |
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